EXHIBIT 10.20

RELEASE AND SETTLEMENT AGREEMENT

THIS RELEASE AND SETTLEMENT AGREEMENT (the
"Settlement Agreement") is made and entered into this 29th day of
September 2004 (the "Settlement Effective Date"), by and between
Corio, Inc. ("Corio") and Avaya Inc. ("Avaya").  These
above-referenced parties are sometimes referred to herein collectively as the
"Parties."

RECITALS

WHEREAS, Qwest Cyber.Solutions LLC ("QCS") and
Expanets, Inc. ("Expanets") originally entered into an Application
Services Agreement, ASA-180, on February 14, 2001 (such agreement, including all
amendments, schedules and change orders related thereto, referred to herein as
the "ASA");



WHEREAS, QCS assigned its rights and certain obligations
under the ASA to Corio, and Corio assumed those rights and certain obligations
of QCS, pursuant to the consummation of the asset purchase contemplated in the
Asset Purchase Agreement by and between QCS and Corio dated as of August 1,
2002;



WHEREAS, Expanets assigned certain rights and obligations
under the ASA to Avaya, and Avaya assumed certain  rights and  obligations of
Expanets, pursuant to the consummation of the asset purchase (the "Asset
Purchase") contemplated in the Asset Purchase and Sale Agreement by and
among Expanets and various Expanets affiliates and Avaya dated as of October 29,
2003;



WHEREAS, after the Asset Purchase, Avaya no longer required
the services under the ASA, and provided Corio notice of its intent to terminate
the ASA on March 31, 2004, such termination to be effective July 29, 2004;



WHEREAS, certain disputes have arisen between Avaya and Corio
related to amounts Corio claimed were owed by Avaya under the ASA;



WHEREAS, the Parties desire to enter into this Settlement
Agreement to amicably settle in a good faith fashion any and all disputes or
potential disputes between the parties related to the ASA through the Settlement
Effective Date (these claims to be settled by this Settlement Agreement shall
collectively be referred to herein as the "Settlement Claims").



NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

AGREEMENT

1. Payment.  As consideration for the mutual promises
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Parties, Avaya
hereby agrees to pay Corio a total of $2,600,000, as follows: (1) $1,300,000 for
receipt by Corio by September 30, 2004 and (2) $1,300,000 for receipt by Corio
between October 4 and October 8, 2004 (both payments discussed in (1) and (2)
are referred to herein as the "Payments").  Avaya acknowledges and
agrees that the receipt of the Payments in a timely fashion as required in (1)
and (2) is important and any failure of Avaya to make the Payments according to
the terms specified in (1) and (2) will result in Corio's release in Section B
to be null and void. Avaya agrees to make the Payment to Corio via wire transfer
per the following wire transfer instructions:
2. Mutual General Release.  Except for the Parties' respective
obligations hereunder and except as stated otherwise herein, and for, and in
further consideration of, the mutual promises and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, Avaya and Corio, for themselves and their
agents, successors and assigns, do hereby and forever release and discharge each
other and their respective subsidiaries, parents, affiliates, officers,
directors, shareholders, employees, agents, attorneys, successors and assigns,
of and from any and all manner of claims, counterclaims, defenses, demands,
actions, causes of action, lawsuits, debts, sums of money, assets or other
consideration, promises or damages whatsoever, in law or in equity, from the
beginning of time through the Settlement Effective Date, whether heretofore
asserted or not, related to the Settlement Claims.  The Parties agree that the
ASA is terminated effective July 29, 2004 and, except as stated herein, neither
of the parties shall have any further obligations thereunder.  Notwithstanding
the foregoing, the parties agree that this Agreement shall not impact any
provisions in the ASA that are intended to survive expiration or termination of
the ASA.   The Parties acknowledge that they are familiar with the provisions of
Section 1542 of the California Civil Code, which provides: "A general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor." Both
Parties, being aware of the foregoing code section, agree to expressly waive any
rights they may have thereunder, as well as any other statute or common law
principles of similar effect.
3. Withdrawal of Proof Claim(s) and Indemnification.     On or before
September 30, 2004, Corio hereby agrees to  withdraw in their entirety and with
prejudice  any Proof of Claim against NetExit of North America, LLC
("NetExit"), in case number 04-11333 (CGC) relating to NetExit's
bankruptcy claim filed in the United States Bankruptcy Court, District of
Delaware, entitled In re: NetExit, Ic. f/k/a Expanets, Inc., et al.
Corio understands that if it fails to withdraw such claim(s) as described
herein, it shall be liable to Avaya for any amounts paid pursuant to this
settlement plus any and all costs, including reasonable attorneys' fees incurred
by Avaya as a result of Corio's failure to so withdraw the claim(s), but all
other provisions of this Agreement shall remain in effect.  Further, in the
event Corio does not withdraw any Proof of Claim as set forth herein, it agrees
to indemnify and defend Avaya in full, at Corio's cost and expense, and to hold
Avaya harmless for, any third party lawsuit in bankruptcy by NetExit against
Avaya based on, and directly resulting from, Corio's claims in bankruptcy versus
NetExit related to the ASA ("NetExit Claims").  Should NetExit sue
Avaya or demand indemnification regarding the NetExit Claims pursuant to this
Section C, Avaya agrees to provide Corio notice of such action within five (5)
business days; notwithstanding the foregoing, Corio understands and acknowledges
that Avaya has already received a request for indemnification by NetExit
relating to the above-reference bankruptcy matter, which notice it has provided
to Corio, and which Corio agrees is covered by the terms of this Section C.  If
Avaya seeks defense or indemnification from Corio pursuant to this Section C,
Avaya shall tender its request for defense or indemnification at the same time
it notifies Corio of any lawsuit brought against Avaya by Expanets.  If Avaya
exercises its right to indemnification pursuant to this Section C, Corio shall
have the right to select counsel and direct the defense of the matter (and make
decisions regarding settlement), provided Corio meets in full its
indemnification obligations stated in this Section C.
4. Warranties and Representations.  Each party hereby represents,
warrants and covenants to the other that (a) the representing party has full
power and authority, including any and all necessary shareholder, corporate and
governmental approvals and authorizations to enter into this Settlement
Agreement and to perform its obligations hereunder; (b) the representing party's
execution and delivery of this Settlement Agreement and performance of its
obligations hereunder do not, and will not, violate any law or result in a
breach of, or default under, or result in the termination of, any contract,
agreement or understanding to which such representing party is a party; (c) the
representing party shall comply with all applicable governmental statutes, laws,
rules, regulations, ordinances, codes, directives, and orders (whether federal,
state municipal or otherwise, each, a "Law") and is solely responsible
for the compliance with all such Laws arising out of or relating to its
obligations under this Settlement Agreement; and (d) neither Party, as of the
Settlement Effective Date, has any current actual knowledge of any existing
breaches of the ASA except for the claims expressly addressed or discussed
herein or discussed by the Parties up to the Settlement Effective Date.
5. Confidentiality.  The Parties agree that they will not reveal the
terms and provisions of this Settlement Agreement to third parties except: (1)
with the written permission of the other party; (2) to the extent necessary to
comply with a valid order of a court of competent jurisdiction, in which event
the disclosing party shall so notify the other party as promptly as practicable
(and, if possible, prior to making any disclosure) and shall seek confidential
treatment of such information, or in connection with any arbitration proceeding;
(3) as part of its normal reporting or review procedure to its auditors or its
attorneys; (4) as may be required pursuant to securities laws, in the disclosing
party's reasonable discretion; or (5) in order to enforce any of its rights
pursuant to this Settlement Agreement.
6. No Admission.  Neither this Settlement Agreement
nor any discussions or proceedings relating to the settlement is to be
considered, interpreted or construed as an admission or acknowledgement by any
party of the liability or fault on the part of any party to this Settlement
Agreement, nor the validity or amount of any claim.
7. Enforcement.  If any party to this Settlement
Agreement files an action to enforce any terms herein, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs in full.
8. Invalid Provisions.  If any provision of this
Settlement Agreement is held to be illegal, invalid or unenforceable under any
present or future laws, such provision shall be fully severable, and the
remaining provisions shall constitute the Parties' agreement.
9. Counterpart Execution.  This Settlement Agreement
may be signed in multiple counterparts and each counterpart when taken with the
other executed counterpart shall constitute a binding agreement between the
Parties executed as of the date first written above.
10. Facsimile Execution.  The Parties may exchange
executed counterparts of this Settlement Agreement via facsimile and facsimile
copies shall be fully effective as originals.
11. Amendment.  This Settlement Agreement may be
amended, modified or terminated only by a written instrument executed by an
authorized representative of the Parties to the Settlement Agreement.
12. Governing Law.  This Settlement Agreement shall be
interpreted in accordance with the laws of the State of Delaware.
13. Dispute Resolution.  The parties agree to mediate
any dispute that arises under this Settlement Agreement within thirty days
written notice of the dispute, with the details of the mediation to be agreed
upon by the Parties in good faith.  Should mediation fail, each of the parties
shall have the right to bring any action to enforce this agreement in the
appropriate jurisdiction in the party's discretion.
14. Waiver of Jury.  The parties acknowledge that any
lawsuit to resolve disputes under the Settlement Agreement shall be tried to the
court.  THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO TRY SUCH A DISPUTE BEFORE A
JURY.
15. Survivability.  The rights and obligations that,
by their terms or nature, extend beyond the execution of this Settlement
Agreement shall survive the execution of this Settlement Agreement and continue
in full force and effect thereafter.
16. Entire Agreement.  This Settlement
Agreement represents the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all previous understandings,
commitments or representations with respect to the subject matter hereof as of
the  Settlement Effective Date.
17. No Mistake of Fact.  The Parties agree and
acknowledge that this Settlement Agreement shall not be subject to any claim of
mistake of fact.  The terms of this Settlement Agreement are contractual and not
a mere recital, and merge all prior discussions, agreements, and transactions of
all kinds pertaining to the matters discussed in this Settlement
Agreement.
18. Settlement Agreement Jointly Drafted.  The Parties
agree that this Settlement Agreement shall not be construed against any Party to
the Agreement on the grounds that such Party drafted it, but shall be construed
as if all Parties jointly prepared it, and any uncertainty or ambiguity shall
not on that ground be interpreted against any one Party.
19. Advice of Counsel Obtained.  The Parties each have
obtained the advice of legal counsel prior to executing this Settlement
Agreement. The Parties each enter into this Settlement Agreement freely and
voluntarily and with a full understanding of its terms and
significance.
20. No Waiver.  The failure of any Party hereto at any
time to require performance of any provisions hereof shall in no manner affect
the right to enforce the same. No waiver by any Party hereto of any condition,
or the breach of any term, provision, warranty, representation, agreement or
covenant contained in this Settlement Agreement, whether by conduct or
otherwise, in any one or more instances shall be deemed or construed as a
further or continuing waiver of any such condition or breach or a waiver of any
other condition or of the breach of any other term, provision, warranty,
representation, agreement or covenant herein contained.
21. Authority to Execute Settlement Agreement.  Each
person executing this Settlement Agreement represents, warrants and covenants
that he / she has the full right and authority to enter into it on behalf of the
Party hereto on whose behalf such execution is made, and has the full right and
authority to fully bind said Party to the terms and obligations of this
Settlement Agreement; and that the Party has not heretofore assigned, encumbered
or in any other manner transferred to any person or entity all or any portion of
the claims released by this Settlement Agreement.
22. Additional Documents.  Each of the Parties to this
Settlement Agreement further agrees to execute and deliver any further documents
that may be required to effectuate and/or carry out its terms.
23. Binding Effect.  The Settlement Agreement shall be
binding upon and shall inure to the benefit of the Parties hereto and their
respective legal representatives, heirs, successors and assigns.  No assignment
or transfer or rights and obligations hereunder shall be made except with the
prior written consent of the Parties hereto.  Other than as explicitly set forth
in this Settlement Agreement, nothing in this Settlement Agreement is intended
to, or does, create any rights in third parties.
24. Notices.  Except as otherwise provided herein, all
notices, communications, demands, or deliveries required by this Settlement
Agreement shall be given or made in writing, shall specify the section of this
Settlement Agreement pursuant to which it is given, shall be given by hand
delivery or recognized overnight courier, and shall be addressed to the Parties
as set forth below.  Such notices shall be deemed to have been given on the date
delivered if delivered by hand delivery or two days after being deposited with
an overnight courier with postage prepaid.  The addresses and requirements for
notice and copies are as follows:

The above addresses may be changed at any time by giving
thirty (30) days prior written notice.

EXECUTED as of the date first written above.

Corio, Inc.





_/s/ George Kadifa_______________________________
                                       George Kadifa
                   Chief Executive Officer





Avaya Inc.





_/s/ Garry McGuire______________________________
                                    Garry K. McGuire
                   Chief Financial Officer and Senior Vice President, Corporate Development

[Signature Page to Release and Settlement Agreement]

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