Exhibit 10.18
FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered intoas of July 23, 2004, by and between CORIO, INC., a Delaware corporation("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

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

WHEREAS, Borrower has provided to Bank certain financial statements whichindicate that Borrower is in violation of Section 4 (c)(ii) because Borrower hadan EBITDA loss greater than $1,000,000 for its fiscal quarter ending June 30,2004 ("EBITDA Covenant Breach").

WHEREAS, Bank and Borrower have agreed to (i) waive the EBITDA CovenantBreach and (ii) make certain changes in the terms and conditions set forth inthe Credit Agreement and have agreed to amend the Credit Agreement to reflectsaid changes.

NOW, THEREFORE, for valuable considerations, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree that the CreditAgreement shall be amended as follows: 
- Section 4.9 (b) is hereby deleted in its entirety, and the followingsubstituted therefore:
"(b) Liquidity (defined as cash and readily marketable securities acceptableto Bank which are unencumbered except in favor of Bank and which are maintainedat Bank or an affiliate of Bank, but excluding therefrom Borrower's Market Rateaccount #7735-113990 maintained at Bank) in amounts at all times in excess of$20,000,000.00 until the EBITDA Coverage Ratio (as defined below) is 1.50 to1.00 or greater determined as of the end of four (4) consecutive fiscalquarters, with each such determination made on a rolling four quarter basis.Thereafter, Borrower shall maintain an EBITDA Coverage Ratio of not less than1.50 to 1.0, determined as of the end of each fiscal quarter on a rolling fourquarter basis, with "EBITDA" defined as net profit before tax plus interestexpense (net of capitalized interest expense), depreciation expense,amortization expense and non-cash restructuring expenses, and with "EBITDACoverage Ratio" defined as EBITDA divided by the aggregate of total interestexpense plus the prior period current maturity of long-term debt and the priorperiod current maturity of subordinated debt."
Limited Waiver
. Upon the effectiveness of this Amendment, Bank herebywaives its default right with respect to the EBITDA Covenant Breach. This waiverapplies only to the specific instance described above. It is not a waiver of anysubsequent breach of the same provision of the Credit Agreement, nor is it awaiver of any breach of any other provision of the Credit Agreement.
Conditions Precedent
. In consideration of the changes set forthherein and as a condition to the effectiveness hereof, immediately upon signingthis Amendment Borrower shall pay to Bank a non-refundable amendment fee of FiveHundred Dollars ($500.00) and Bank's attorney's fees and expenses of FourHundred Fifty Dollars ($450.00).
Reservation of Rights
. Each Borrower acknowledges and agrees that theexecution and delivery by Bank of this Amendment shall not be deemed to create acourse of dealing or otherwise obligate Bank to forbear or execute similaramendments or waivers under the same or similar circumstances in the future.Except as expressly provided in this Amendment, Bank reserves all of its rightsand remedies regarding the Credit Agreement and the other Loan Documentsexecuted in connection therewith.
Miscellaneous
. Except as specifically provided herein, all terms andconditions of the Credit Agreement remain in full force and effect, withoutwaiver or modification. All terms defined in the Credit Agreement shall have thesame meaning when used in this Amendment. This Amendment and the CreditAgreement shall be read together, as one document. Delivery of an executedcounterpart of a signature page of this Amendment by telefacsimile transmissionshall be as effective as delivery of a manually executed counterpart hereof.
Reaffirmation; Certification
. Borrower hereby remarks allrepresentations and warranties contained in the Credit Agreement and reaffirmsall covenants set forth therein. Borrower further certifies that as of the dateof this Amendment, other than the EBITDA Covenant Breach. There exists no Eventof Default as defined in the Credit Agreement, nor any condition, act or eventwhich with the giving of notice or the passage of time or both would constituteany such Event or Default. 

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

CORIO, INC.
 
WELLS FARGO BANK,