MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of December
19,  2000  by  and  between  NETCEL360.com  Limited,  a  Cayman  Islands company
("NetCel360"),  and  Network  Appliance,  Inc.,  a  California  company  (the
"Company").

WHEREAS,  NetCel360  is  in  the  business  of  providing  services  to  support
companies'  e-business  operations  in  the  Asia-Pacific  region;  and

WHEREAS,  the  Company  wishes  to  establish a master agreement under which the
Company  and  its  Affiliates may purchase Services and Products from NetCel360,
and NetCel360 wishes to enter into this master agreement to provide the Services
and  Products  to  the  Company  and  its  Affiliates  under  the  terms of this
Agreement.

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
agreements  contained  herein,  the  parties  hereto  agree  as  follows:

1.   INTERPRETATION

1.1  In  this  Agreement:

     "AFFILIATE"  shall  mean any person that controls an entity or who is under
     common  control  with  such  entity;

     "AGREEMENT"  shall  mean  this  Agreement  and  any  Statement of Work made
     hereunder;

     "APPLICATION"  shall  mean  any software application provided in connection
     with  a  Service;

     "CODE  AND  DATA"  means software, in object code form, and any data and/or
     tools  created,  acquired  or  licensed by or to NetCel360 either before or
     during  the course of performing the Services for the Company, and utilized
     in  any  manner  by  NetCel360  in  performing  the Services, and which are
     generally  applicable to development of the Deliverables, and which are not
     specifically created, acquired or licensed by NetCel360 exclusively for the
     Company pursuant to the terms of a Statement of Work. Code and Data will be
     treated  as  Confidential  Information in accordance with the terms hereof.

     "CONFIDENTIAL  INFORMATION"  shall  have  the  meaning  set  forth  in  the
     Non-Disclosure  and  Confidentiality  Agreement  dated  December  19,  2000
     between  the  Company  and  NetCel360  (the  "Non-Disclosure
     Agreement")."DELIVERABLES"  shall  have the meaning set forth in Clause 6.1
     hereof;

     "DISPUTE  RESOLUTION PROCEDURE" shall mean the dispute resolution procedure
     referenced  in  Clause  15;

     "DOCUMENT" shall mean any Statement of Work, invoice or other document that
     bears  a  party's  Signature  or is otherwise legally validly executed by a
     party  and  that  is  sent  to  the  other  party  under  this  Agreement;

     "DOCUMENTATION"  shall  mean  design  drawings,  manufacturing  drawings,
     operating  manuals,  user  instructions, technical literature and all other
     related  materials  provided  by  NetCel360  to  the  Company  under  this
     Agreement;

     "EQUIPMENT"  means  any  equipment,  and  Documentation  related  thereto,
     provided by NetCel360 under this Agreement whether by sale, lease, bailment
     or  otherwise;

     "FEES"  shall  mean  fees  to  be  paid by the Company to NetCel360 for the
     Services  and/or  Products  in  accordance  with  the prices set forth in a
     Statement  of  Work, which has been accepted by NetCel360 under Clause 3.1,
     subject  to  adjustment  as  set  forth  in  Clause  5.2;

     "FORCE  MAJEURE EVENT" shall mean an event beyond the reasonable control of
     the  affected party including, without limitation, strike, lock-out, labour
     dispute  (but  excluding  strike, lock-out and labour dispute involving the
     employees  of  the affected party), act of God, war, riot, civil commotion,
     malicious damage (but excluding malicious damage involving the employees of
     the affected party), accident, fire, flood, earthquake, typhoon, hurricane,
     storm, power outage, telecommunication outage or degradation, or compliance
     with  a  law  or  governmental  order,  rule,  regulation  or  direction;

     "INTELLECTUAL  PROPERTY  RIGHTS"  shall  mean:


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     (a)  patents,  trade marks, service marks, registered designs, applications
          for  any of those rights, trade and business names (including internet
          domain  names  and e-mail address names), unregistered trade marks and
          service  marks,  copyrights,  database  rights,  know-how,  rights  in
          designs  and  inventions;

     (b)  rights  under  licenses,  consents,  orders,  statutes or otherwise in
          relation  to  a  right  in  paragraph  (a);  and

     (c)  rights  of  the  same  or  similar  effect or nature as or to those in
          paragraphs  (a)  and  (b),

     in  each  case  in  any  jurisdiction;

     "PERSONAL  DATA"  shall  mean  personal  data  as  defined in the Hong Kong
     Personal  Data (Privacy) Ordinance relating to the Company or the Company's
     customers  obtained  by  NetCel360 from the Company and/or any Affiliate or
     sub-contractor  of  the  Company;?

     "PRODUCT"  shall  mean  any  Application,  Documentation  and/or  Equipment
     provided  by  NetCel360  under  this  Agreement;

     "SERVICES"  shall mean those services set out in Part I of any Statement(s)
     of  Work  pursuant to this Agreement that has been accepted by NetCel360 in
     accordance  with  Clause  3.1;

     "SIGNATURE" shall mean an electronic identification consisting of symbol(s)
     or  code(s)  that  will  accompany,  be affixed to, or be contained in each
     Document as agreed between the parties from time to time in accordance with
     Clause  3.2(a);

     "STATEMENT  OF WORK" shall mean a statement of work from the Company in the
     form  of  Exhibit  A,  which  in each case will be subject to acceptance by
     NetCel360  under  Clause  3.1;

     "SUB-CONTRACTOR"  shall  mean  a  sub-contractor  of  NetCel360  (or  of  a
     Sub-contractor),  which may include Affiliates of NetCel360, in relation to
     the  performance  of  Services;

     "TAXES" shall mean taxes, charges, fees, levies or other assessments of any
     nature, including, without limitation, any sales, value added, use, excise,
     real  or  personal  property,  withholding,  stamp or other taxes, customs,
     duties  or landing fees or other government charges however designated, now
     or  hereafter  imposed, collected or assessed by, or payable to, any taxing
     authority  of  any country, but which shall not include any income tax of a
     party.

1.2  In  this  Agreement,  a  reference  to (i) a statutory provision includes a
     reference to the statutory provision as modified or re-enacted or both from
     time to time and any subordinate legislation made or other thing done under
     the  statutory  provision;  (ii)  a  person  includes  a  reference  to  a
     government,  state,  state agency, corporation, body corporate, association
     or  partnership; (iii) a person includes a reference to that person's legal
     personal  representatives,  successors  and  permitted  assigns;  (iv)  the
     singular  includes  the plural and vice versa (unless the context otherwise
     requires);  (v)  a  clause  or  schedule  or  exhibit,  unless  the context
     otherwise requires, is a reference to a clause of or schedule or exhibit to
     this  Agreement;  and  (vi)  the  Company,  in  the  context of delivery of
     Services  and/or Products, shall include any person, including an Affiliate
     of  the  Company, to whom the Services and/or Products are delivered at the
     direction  the  Company.

1.3  The  headings  in  this  Agreement  do  not  affect  their  interpretation.

2.   TERM

2.1  This  Agreement  shall  be  effective  upon  execution  by  duly authorised
     representatives of the Company and NetCel360 and will continue indefinitely
     unless  terminated  under  Clause  2.2.

2.2  (a)  Each  Statement  of Work shall be effective upon execution (whether by
          way  of  a  Signature  or  other  legally  valid  execution)  by  duly
          authorised  representatives  of  the  Company  (or  an  Affiliate  or
          sub-contractor) and NetCel360 and will continue in force in accordance
          with its terms; provided, that subject to Clause 2.2(b), at its option
          and  upon  written notice to the other party in respect of a Statement
          of  Work,  a  party  in respect of a Statement of Work may terminate a
          Statement of Work (i) if that other party has materially breached such
          Statement  of  Work or any provision of this Agreement related to such
          Statement  of  Work  and  has failed to cure the breach within 90 days
          after  receipt  of  written  notice  describing  the breach or (ii) in
          accordance  with  the  terms  of  such  Statement  of  Work.


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     (b)  Without  prejudice  to its other remedies under this Agreement, either
          party  may  terminate  this  Agreement  or  any  Statement  of  Work
          immediately,  if  the  other  party  has  passed  a resolution for its
          winding  up or a court of competent jurisdiction has made an order for
          such  other  party's  winding  up  or dissolution, a receiver has been
          appointed  over the assets of such other party or such other party has
          made an arrangement or composition with its creditors generally or has
          made  an  application  to  a  court  of  competent  jurisdiction  for
          protection  from  its  creditors generally. In addition, NetCel360 may
          immediately  terminate  the  provision  of  any  Services  or Products
          hereunder  or under any Statement of Work, and repossess any Equipment
          (excluding  any  Equipment  for  which  the  purchase  price  has been
          received  in  full by NetCel360), if any of the foregoing has occurred
          with  respect  to  the  Company.

     (c)  Following  the  third anniversary of this Agreement, at its option and
          upon  120  days  written  notice  to the other party, either party may
          terminate  this  Agreement.

2.3  Termination  of  this  Agreement or a Statement of Work does not affect the
     accrued  rights  and  obligations  of  a  party  under  this Agreement or a
     Statement  of  Work,  as  the  case  may  be,  at  the  time  of  expiry or
     termination.  The provisions of Clauses 5 (as to accrued Fees, expenses and
     Taxes and interest thereon), 6, 7.1(b), 7.1(c), 8.1(b), 8.2(b), 8.3, 9, 11,
     12.1,  13, 14, and 16.2 will survive the termination of this Agreement or a
     Statement  of  Work  and  continue  in  full  force  and  effect.

3.   STATEMENTS  OF  WORK

3.1  The Company, its Affiliates and sub-contractors shall order Services and/or
     Products  from time to time by submitting a Statement of Work to NetCel360.
     Each Statement of Work is subject to acceptance by NetCel360 within 14 days
     after  receipt,  and any Statement of Work not accepted by NetCel360 within
     such  period  will  be  deemed to be rejected without any further action by
     NetCel360.

3.2  The  parties  hereto  agree  that  with  respect  to Signatures, Documents,
     information  related  to  Signatures  and/or  Documents  and  information
     exchanged  under  this  Agreement  that  are  transmitted  and/or processed
     electronically:

     (a)  not  later  than  15  days  following  the  date  of execution of this
          Agreement  or following acceptance of a Statement of Work by NetCel360
          under Clause 3.1, the parties to this Agreement or to the Statement of
          Work,  as  the  case  may  be,  shall  agree the technical solution or
          solutions  (which  may  include,  without  limitation,  cryptographic
          technology)  and  the authentication and verification procedures to be
          adopted  by  each  party  in respect of the adoption, transmission and
          receipt  of  their  respective Signatures. Each party shall, within 30
          days  of  reaching such agreement, take such steps as may be necessary
          to implement the agreed technical solution or solutions. The Signature
          of  each party will then accompany, be affixed to or contained in each
          Document  sent by each party to the other and the parties shall comply
          with  the  agreed  authentication  and  verification  procedures;  and

     (b)  (i)  each  Document  sent  by  a party to the other shall identify the
          sender  and  the  recipient;  (ii) at its own expense, each party will
          provide and maintain the equipment, software and services necessary to
          transmit  and  receive  Documents  in  accordance with this Agreement;
          (iii) each party hereby agrees that subject to compliance by the other
          party  with  its obligations under this Clause 3.2, and in the absence
          of  fraud or manifest error, its Signature is sufficient to verify the
          authenticity  of  a  Document;  (iv)  each  party  will use reasonable
          security  procedures  to  provide  that  all  transmissions under this
          Clause  3  are  authorised,  protect  its  business  records  from
          unauthorised  access  or  use and protect Signatures from unauthorised
          disclosure  or  use;  and  (v)  each  party  agrees  that  electronic
          transmissions  made  under and in accordance with this Agreement shall
          have the same effect as if the parties hereto exchanged tangible paper
          documents  under  this  Agreement,  and an electronic Document, or any
          computer  printout of it, is an original when maintained in the normal
          course  of  business.

3.3  In  the  event  of  any  express  conflict  or  inconsistency  between  the
     provisions of a Statement of Work and the provisions of this Agreement, the
     provisions  of  such Statement of Work will govern and prevail with respect
     to  the  interpretation  of such Statement of Work; provided, however, that
     the  provisions  of  such  Statement  of  Work will be so construed to give
     effect to the applicable provisions of this Agreement to the fullest extent
     possible.

3.4  Services  and/or  Products  to  be delivered to the Company or an Affiliate
     thereof  under  a Statement of Work will be deemed to have been accepted by
     the  Company  or  such  Affiliate when the acceptance criteria described in
     such  Statement  of  Work,  if  any,  have  been met. Where no criteria are
     specified,  such  Services  and/or  Products  will  be  deemed to have been
     accepted  upon  delivery.

3.5  Either  party  to  a  Statement of Work may request changes to the Services
     and/or  Products  as  set  out  in  a  Statement  of  Work. Changes must be
     supported  by  sufficient  details  to enable the other party to assess the


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     impact  of  the requested change on the cost, timetable or any other aspect
     of  the  Statement of Work. The parties agree to work together to consider,
     and  if appropriate, agree on any such changes. Until a change is agreed in
     writing,  the  parties  to  a  Statement  of  Work  will continue to act in
     accordance  with  this  Agreement  and  such  Statement  of  Work.

4.   PROVISION  OF  SERVICES

4.1  NetCel360  will  use  its  reasonable  endeavours  to provide the Services.
     NetCel360  may  suspend the Services in whole or in part at any time if (a)
     NetCel360  considers  it  necessary to safeguard provision of the Services;
     (b)  there  is  a  failure in any networks or equipment used to provide the
     Services or there is a need to carry out any planned maintenance, repair or
     upgrading  of any such networks or equipment; (c) in NetCel360's reasonable
     opinion,  there  is  or  has  been  unauthorised,  improper,  unlawful  or
     fraudulent  use  of  the  Services;  (d) it is necessary to comply with any
     direction  or  request  of  a governmental body or department or regulatory
     agency;  or  (e)  any circumstances arise in which NetCel360 is entitled to
     terminate  this  Agreement  or  any  Statement  of  Work.

4.2  NetCel360  may use its Sub-contractors to perform some or all of its duties
     or  obligations  under  this  Agreement and/or under any Statement of Work.

4.3  In  performing  its  obligations  under  this  Agreement, NetCel360 and its
     Sub-contractors  will  be  entitled  to rely upon any routine instructions,
     authorisations, approvals or other information provided to NetCel360 and/or
     its  Sub-contractors  by the Company or the Affiliate to which the Services
     and/or  Products  are  being delivered. Unless NetCel360 knew of any error,
     incorrectness or inaccuracy in such instructions, authorisations, approvals
     or  other  information, NetCel360 will incur no liability or responsibility
     of  any  kind  in  relying  on  or  complying with any such instructions or
     information.

4.4  Where  the  Services  or  Products  include  the  provision  of Services or
     Products  based on software hosted by NetCel360 or installed on NetCel360's
     machines,  and  such Services or Products are provided to the Company on an
     "on-line"  basis  (which  includes,  without  limitation,  by  means of the
     worldwide  computer  network  integrated  through  the  use  of  the TCP/IP
     protocol,  otherwise  known  as  the  Internet),  the  Company  may:

     (a)  access  the  Services or Products in accordance with the procedure (if
          any)  set  out in the applicable Statement of Work, although NetCel360
          will  not  be  responsible  in  any  way  for  the Company's Internet,
          telephone  or  other  telecommunications  access;  and

     (b)  subject to the terms of a separate license agreement in respect of the
          relevant  software,  access and use the relevant software to write and
          record  data and to generate and download reports and otherwise on the
          terms  and  conditions  set  out  in  Clause  6.2.

5.   INVOICING;  FEES

5.1  NetCel360  will  invoice  the  Company  electronically,  in accordance with
     Clause  3.2,  on  a  monthly  basis  for:  (i)  Fees  incurred  during  the
     immediately preceding calendar month; and/or (ii) reimbursement of expenses
     referred  to in Clause 5.3. Payment from the Company on each invoice is due
     within  30  days of the date of the invoice. Interest for late payment will
     accrue on overdue invoices at the rate of 1.5% per month from the date that
     is  60  days  after  the  date  of  the  invoice  (whether  before or after
     judgment).  Interest  shall  accrue  notwithstanding  termination  of  this
     Agreement  or  the  relevant  Statement of Work for whatever reason. Unless
     otherwise agreed in a Statement of Work, Fees will be priced in US dollars.

5.2  Fees  set  forth in a Statement of Work that has been accepted by NetCel360
     under  Clause 3.1 may be adjusted by NetCel360, upon 30 days written notice
     at  any  time  to  reflect changes in the requested formulation of Services
     and/or  Products  or  changes  in  the quantity of Services and/or Products
     ordered.

5.3  The  Company  shall reimburse the reasonable pre-approved expenses incurred
     by  NetCel360  and/or  its Sub-contractors in providing the Services and/or
     Products, including, without limitation, expenses for travel, accommodation
     and subsistence, costs of any permits, licenses, registrations or approvals
     required  to  be obtained by, and any other costs incurred by, NetCel360 or
     any  Sub-contractor  specifically  to provide the Services and/or Products;
     provided,  that  such  approval  shall  not be unreasonably withheld by the
     Company  and  shall be provided in a reasonably timely manner to NetCel360.


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6.   INTELLECTUAL  PROPERTY  RIGHTS

6.1  Subject  to any third party rights or restrictions and the other provisions
     of  this  Clause  and  Clause  6.2,  the  Company will own all Intellectual
     Property  Rights relating to the deliverables that are (a) described in any
     Statement  of  Work  entered  into  under this Agreement, (b) developed and
     delivered  by  NetCel360  hereunder  and thereunder and (c) paid for by the
     Company  (the  "Deliverables").  Each  party  will  retain  all  rights  it
     possessed  prior  to  the  date  of  the relevant Statement of Work in any,
     software,  ideas,  content,  images,  information,  concepts,  know-how,
     development  tools,  techniques  or  any  other  proprietary  material  or
     information  that  may be used or provided by such party in connection with
     its  role  relating to the performance of the Services under such Statement
     of Work. The Company hereby grants to NetCel360 and its Sub-contractors the
     nonexclusive  rights  and  licenses to any content, images, information and
     other  works of authorship only to the extent that such rights and licenses
     are  necessary  or  appropriate  for  NetCel360  to perform the Services or
     provide  the  Deliverables  under  this  Agreement or any Statement of Work
     entered  into  hereunder.  All  software that is licensed by a party from a
     third  party  vendor  will  be  and  remain  the  property  of such vendor.
     Notwithstanding  anything  to the contrary in this Agreement, NetCel360 (i)
     will  retain  all  right,  title  and  interest,  including in Intellectual
     Property  Rights, in and to all development tools, know-how, methodologies,
     processes,  technologies  or algorithms used in performing the Services and
     providing  the Deliverables which are based on trade secrets or proprietary
     information  of  NetCel360 or are otherwise owned or licensed by NetCel360,
     (ii)  will  be  free  to  use  the  ideas,  concepts and know-how which are
     developed  in  the  course  of  performing  the  Services  or providing the
     Deliverables  and  may  be  retained by NetCel360's employees in intangible
     form  and (iii) will retain ownership of any Code and Data that are used in
     producing  the  Deliverables  and  become  embedded  in  the  Deliverables;
     provided,  that  NetCel360  hereby  grants  to  the  Company  a  worldwide,
     non-exclusive,  royalty-free,  irrevocable license to use the Code and Data
     and any tools or functionalities not created by NetCel360 that are embedded
     in  such  Deliverables,  to  the extent that such Code and Data or tools or
     functionalities (x) are and remain embedded in the Deliverables and (y) are
     required  for  operation  of  the  Deliverables.

6.2  If any Applications and/or Documentation provided by NetCel360 are provided
     under a separate license agreement, that license agreement shall govern the
     use  of  such  Applications and/or Documentation, and the Company agrees to
     abide  by  such separate license agreement. If a separate license agreement
     is  not  provided,  the  following  license  and terms and conditions shall
     apply:  (a) such Applications and Documentation are licensed on a personal,
     non-exclusive  and  non-transferable  basis  for  the  Company's  internal
     business purposes only and may not be used by persons (other than NetCel360
     and  its  Sub-contractors)  contracted  to  provide services to the Company
     without  NetCel360's  prior  written  consent,  which  may  be given on the
     condition that the Company shall pay an additional charge for such use; (b)
     such  Applications  and  Documentation  are  licensed for use at only those
     locations, on only those machines and by only those end-users identified in
     the  relevant Statement of Work, and may not be used by or on behalf of any
     other person (including for the provision of commercial timesharing, rental
     or  bureau services); (c) no title to such Applications or Documentation is
     transferred  to the Company; (d) the Company may not copy such Applications
     or  Documentation,  except  the  Company  may make an archival copy of such
     Applications  and  Documentation,  provided the copies have all the legends
     and notices that are on the original item, and such copy will be subject to
     this  Agreement and the terms of the Statement of Work; (e) the Company may
     not market, exploit or make such Application and/or Documentation available
     to  another  person; (f) the Company may not charge or otherwise deal in or
     encumber  the Application and/or the Documentation; (g) the Company may not
     delete,  remove  or  in  any  way  obscure  NetCel360's (or its licensor's)
     proprietary  notices  on any copy of the Application and Documentation; (h)
     the  Company  may  not  decompile,  disassemble  or  modify any Application
     provided  under  this  Agreement;  (i) the license automatically terminates
     upon  the  earlier  of  the  termination  of this Agreement or the relevant
     Statement  of  Work or the date upon which when the Company stops using the
     machines  on which the Application is licensed; (j) upon termination of the
     license,  the Company shall, at NetCel360's option, destroy (and in writing
     certify  destruction) or return to NetCel360 all copies of the Application,
     Documentation  and any Confidential Information in the Company's possession
     (including  Confidential  Information  incorporated  in  other  software or
     writings)  that  was  provided  under  such  license.

7.   COMPANY'S  OTHER  OBLIGATIONS  AND  WARRANTIES

7.1  The  Company  agrees:

     (a)  and acknowledges that the support and co-operation of the Company (and
          its  Affiliates,  to the extent the Services and/or Products are being
          provided  to  its  Affiliates)  is  in  the  best interest of both the
          Company and NetCel360 so as to ensure efficient and effective delivery
          and  performance  of the Services and/or Products by NetCel360 and its
          Sub-contractors. The Company therefore agrees to make all commercially
          reasonable  efforts to provide its, and to procure that its Affiliates
          provide  their,  full  support  and  co-operation to NetCel360 and its
          Sub-contractors,  especially  in  ensuring  that  NetCel360  and  its
          Sub-contractors are able to gain access to key people and information;


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     (b)  (i)  not  to  create  or  allow  any  charges, liens, pledges or other
          encumbrances  whatsoever to be placed on any Products; (ii) that title
          to Products shall at all times belong and remain with NetCel360 or its
          relevant  Sub-contractor; (iii) the Company shall be liable for repair
          charges  or  the  replacement  cost  of  any Equipment provided to the
          Company  or  any  of its Affiliates if it is damaged or lost; and (iv)
          upon  termination  of  a  Service or a Product for which Equipment was
          provided, to make such Equipment available for removal or to return it
          to  NetCel360,  in  each  case  in  the  same  condition as originally
          installed,  except for ordinary wear and tear; provided, that upon the
          Company's  request  NetCel360 shall sell such Equipment to the Company
          on  terms  to be mutually agreed upon; and provided, further, that the
          obligations of the Company under this Clause 7.1(b) shall not apply to
          any  Products  sold to the Company and/or its Affiliates for which the
          purchase  price  has  been  received  in  full  by  NetCel360;

     (c)  not  to  disclose  to any person any personal identification number or
          password or login ID issued by NetCel360 or any of its Sub-contractors
          to  the  Company or any other access method authorised by NetCel360 or
          any  of  its Sub-contractors for use in conjunction with the Services.
          If  the  Company  becomes  aware  of  any  unauthorised  access to the
          Services  by  any  person,  or  if  the Company believes that any such
          personal  identification  number or password or login ID has been lost
          or  stolen,  or  otherwise  compromised,  the  Company  shall  notify
          NetCel360  in  writing  immediately. NetCel360 shall not be liable for
          any  loss,  theft  or  compromise  or  damage the Company may incur or
          suffer  by  reason  of  any unauthorised access to the Services or the
          loss,  theft or compromise of any such personal identification number,
          password  or  login  ID;

     (d)  not  to  use  the  Services or Products for any unauthorised improper,
          defamatory,  unlawful,  immoral  or  fraudulent  purpose;

     (e)  to  comply  with  all  applicable  laws  and  with the instructions of
          NetCel360  and its Sub-contractors in relation to the Company's use of
          the  Services  and  Products;

     (f)  to  provide,  or  procure  the  provision of, reasonable access to the
          Company's and its Affiliates' premises and facilities at such premises
          for  representatives  of  NetCel360  and  its  employees,  agents  and
          Sub-contractors  to  the  extent  necessary  to  the  performance  of
          NetCel360's  obligations  under this Agreement and/or any Statement of
          Work;  and

     (g)  not  to cause or permit any Products to be altered, modified, repaired
          or  serviced  except  by  NetCel360 or its authorised representatives.

7.2  The  Company warrants that it has obtained and shall maintain all licenses,
     consents,  permits  and  authorisations  necessary to receive and enjoy the
     Services  and/or  the  Products  as  contemplated  by  this  Agreement.

8.   NETCEL360'S  WARRANTIES

8.1  Service  Warranties.
     -------------------

     (a)  Subject  to  Clause  8.1(b),  NetCel360  warrants  that  it  and  its
          Sub-contractors  shall: (i) perform the Services with reasonable skill
          and  care; (ii) comply with all applicable laws and regulations in the
          performance  of  its  obligations  hereunder;  (iii)  ensure  that all
          personnel  assigned  to  the  performance of its obligations hereunder
          will  have  all  the  skill,  experience, qualifications and knowledge
          reasonably  necessary to carry out the tasks assigned to them and will
          adopt  reasonable  and  proper  standards  of  behaviour.

     (b)  The Company acknowledges that no Services provided over or through the
          Internet  can be completely error or interruption free. NetCel360 does
          not  warrant that the Services will be provided on an uninterrupted or
          error-free basis or shall be fit for any particular purpose. NetCel360
          is  not  responsible  for  any  failure  or breach caused by misuse or
          unauthorised  use  of the Services by the Company. NetCel360 shall not
          be  liable  to  the  Company  for  any  failure  by  NetCel360  or any
          Sub-contractor  to  perform  its obligations under this Agreement or a
          Statement of Work to the extent that such failure directly arises from
          or  relates  solely  to  any  material  failure  by the Company or any
          Affiliate  thereof  to perform its obligations under this Agreement or
          the  relevant  Statement  of  Work,  as  the case may be, or any other
          material negligent or wilful act or omission by the Company and/or any
          Affiliate  thereof.  The warranties in Clause 8.1(a) apply only if the
          Company  uses  the  minimum hardware and software specification levels
          designated  by NetCel360 and its Sub-contractors as being required for
          operation  of  the  Services.  It  shall  be  a condition precedent of
          NetCel360's liability or obligation under the warranty given in Clause
          8.1(a)  that  it  receives  written  notice  from  the  Company of any


                                      - 6 -
<PAGE>
          non-conformance  with  the  warranty within 30 days from the date that
          the  Company  discovers such non-conformance or reasonably should have
          discovered  such  non-conformance,  but  in any event no more than one
          year  from the date of the occurrence of such non-conformance, and any
          failure  to  so comply shall mean the Company is deemed to have waived
          any  entitlement  under  such  warranty. If NetCel360 receives written
          notice  from the Company of a breach of any warranty in Clause 8.1(a),
          NetCel360  shall  forthwith make all reasonable efforts to rectify any
          non-conformance  with  such warranty by re-performing the Service that
          was  the  subject  of  such  breach.  The  Company's  exclusive remedy
          initially  under  the  warranty given in this Clause 8.1 is limited to
          such re-performance of a Service, and if NetCel360 is unable to remedy
          such  non-conformance  then the Company may seek any other remedy that
          is  available  to  it  under  this  Agreement.

8.2  Product  Warranties.
     -------------------

     (a)  Subject  to  Clause 8.2(b), with respect only to Products manufactured
          or  developed by NetCel360 and identified in a Statement of Work which
          has  been  accepted  by NetCel360 under Clause 3.1, NetCel360 warrants
          that  the  proper use of such Products, on hardware and using software
          (as  appropriate)  meeting minimum specification levels and configured
          as  designated by NetCel360, will provide the facilities and functions
          and  perform  substantially  as  described  in the Documentation for a
          period of 120 days in the case of Applications, and three years in the
          case  of  Equipment,  in  each  case from the date of delivery of such
          Products  to  the  Company.

     (b)  NetCel360 does not warrant that the operation of the Products referred
          to  in  Clause  8.2(a is fit for any particular purpose. It shall be a
          condition  precedent  of NetCel360's liability or obligation under the
          warranty  given  in Clause 8.2(a) that it receives written notice from
          the  Company  of  any non-conformance with the warranty within 90 days
          from  the  date  that  the  Company  discovers such non-conformance or
          reasonably  should  have  discovered  such non-conformance, but in any
          event  no  more  than one year from the date of the occurrence of such
          non-conformance,  and  any failure to so comply shall mean the Company
          is  deemed  to  have  waived  any  entitlement  under  such  warranty.
          NetCel360  shall  not  be  liable  for  any failure of such Product to
          provide  any  facility  or  function not described in the Statement of
          Work  or  Documentation  or  any  failure  attributable  to:  (i)  any
          modification  to  the  Product  by  persons  other than NetCel360 or a
          Sub-contractor;  (ii)  the  improper or unauthorised use, operation or
          neglect  of  the  Product;  or  (iii)  the  failure  of the Company to
          implement  recommendations  of  NetCel360  or  its  Sub-contractors in
          respect  of  solutions  to  faults.  The  Company's  exclusive  remedy
          initially  under  the  warranty given in this Clause 8.2 is limited to
          NetCel360,  at  its  own  expense,  using all reasonable endeavours to
          rectify  any  non-conformance  with  such  warranty  by  repair or, at
          NetCel360's  option,  replacement of such Product in whole or in part.
          If  NetCel360  is  unable to remedy such non-conformance in the manner
          specified  in the immediately foregoing sentence, then the Company may
          seek  any  other  remedy that is available to it under this Agreement.

8.3  EXCEPT  FOR  THE  WARRANTIES  PROVIDED UNDER CLAUSES 8.1 AND 8.2, NETCEL360
     DISCLAIMS  ALL  OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED, INCLUDING BUT NOT
     LIMITED  TO  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A
     PARTICULAR  PURPOSE.  WITH  RESPECT  TO  ANY  PRODUCTS  NOT  IDENTIFIED  AS
     MANUFACTURED  OR  DEVELOPED BY NETCEL360 IN A STATEMENT OF WORK ACCEPTED BY
     NETCEL360  UNDER  CLAUSE 3.1, THE COMPANY ACKNOWLEDGES THAT NETCEL360 MAKES
     NO  WARRANTIES  OF  ANY  KIND, AND THE COMPANY AGREES TO LOOK SOLELY TO THE
     MANUFACTURER'S WARRANTIES IN THE MANUFACTURER'S WARRANTY STATEMENT (IF ANY)
     AND  AGREES  THAT  THIS  PROVISION  IS  REASONABLE IN LIGHT OF THE SERVICES
     AND/OR  PRODUCTS  BEING PROVIDED, PROVIDED, THAT NETCEL360 SHALL ASSIST THE
     COMPANY  TO  PURSUE  ANY  CLAIMS ARISING AS A RESULT OF THE BREACH ANY SUCH
     MANUFACTURER'S WARRANTIES BY THE MANUFACTURER. TO THE EXTENT THAT NETCEL360
     MAY  HAVE  FACILITATED  THE SUPPLY OF SERVICES OR PRODUCTS BY A THIRD PARTY
     (OTHER  THAN AN AFFILIATE OF NETCEL360 OR A SUB-CONTRACTOR) TO THE COMPANY,
     AND  ANY SUCH THIRD PARTY HAS ENTERED INTO A CONTRACT WITH THE COMPANY, THE
     COMPANY  AGREES  THAT ITS REMEDIES IN RESPECT OF THE SUPPLY OF THE SERVICES
     AND/OR  PRODUCTS  UNDER  SUCH CONTRACT ARE EXERCISABLE AGAINST THE RELEVANT
     THIRD PARTY AND NOT AGAINST NETCEL360, ITS EMPLOYEES, AGENTS OR AFFILIATES,
     AND  THE  COMPANY  AGREES  THAT  THIS  PROVISION  IS  REASONABLE.

9.   INDEMNIFICATION;  LIMITATION  OF  LIABILITY

9.1  Each  party  (an "Indemnifying Person") agrees to indemnify the other party
     (contracting  for  itself,  and  as  trustee  for  its directors, officers,
     employees,  agents  and  Sub-contractors)  (such  other party and each such
     person,  an "Indemnified Person") against any losses, liabilities and costs
     incurred by such Indemnified Person arising as a result of or in connection
     with  any  claim  brought  against  an  Indemnified Person by a third party
     arising  out  of  or  in  connection  with  (i)  a  material  breach by the


                                      - 7 -
<PAGE>
     Indemnifying  Person  or  any  of  its  Affiliates  of  this Agreement or a
     Statement  of  Work, or (ii) the Indemnifying Person's wilful misconduct or
     gross  negligence  in  connection  with  its performance of its obligations
     under  this  Agreement  or  a  Statement  of  Work.

9.2  UNLESS  OTHERWISE PROVIDED ELSEWHERE IN THIS AGREEMENT, NETCEL360 SHALL NOT
     BE  LIABLE  FOR  ANY  LOSS OR DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR
     OTHERWISE,  IN  EXCESS  OF APPLICABLE FEES PAID BY THE COMPANY FOR SERVICES
     AND/OR PRODUCTS DIRECTLY RELATED TO THE DAMAGE IN THE IMMEDIATELY PRECEDING
     SIX  MONTHS.

9.3  IN  NO  EVENT  WILL  NETCEL360, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
     AFFILIATES  AND  SUB-CONTRACTORS  BE  LIABLE  FOR  ANY  SPECIAL,  INDIRECT,
     CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST
     PROFITS, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, DOWNTIME, LOST OR DAMAGED
     FILES  OR  DATA,  OR LOSS OF GOODWILL, RESULTING FROM ANY CAUSE WHATSOEVER,
     INCLUDING NEGLIGENCE OR OTHER TORTS, PRODUCT DEFECTS OR MALFUNCTIONS OR THE
     BREACH  OF THIS AGREEMENT OR A STATEMENT OF WORK, IN EITHER CASE REGARDLESS
     OF  THE FORM OF LEGAL ACTION AND EVEN IF NETCEL360 HAS BEEN NOTIFIED OF THE
     POSSIBILITY  OF  SUCH  DAMAGES.

9.4  NOTHING  IN  THIS  AGREEMENT  SHALL  OPERATE  TO EXCLUDE OR RESTRICT EITHER
     PARTY'S  LIABILITY  FOR  DEATH  OR  PERSONAL  INJURY  RESULTING  FROM THEIR
     NEGLIGENCE  OR  FROM  FRAUD.

9.5  NetCel360  will  defend  and  indemnify  the  Company  against  each  loss,
     liability  and  cost  which the Company incurs arising out of a third-party
     claim  that  a Service or Product infringes an Intellectual Property Right,
     provided  that  the  Company:  (a) promptly provides NetCel360 with written
     notice  of  the  claim; (b) grants to NetCel360 sole control of the defence
     and  settlement  negotiations  relating to such claim; and (c) provides all
     reasonable  assistance  in  defending  or  settling  such  claim.  However,
     NetCel360  will  not  be required to defend or indemnify the Company if the
     claim  results  solely  from  the  Company's  or  any  of  its  Affiliates'
     alteration  or  misuse  or  unauthorised  use  of any Service or Product or
     relates  solely  to the use of any Service or Product in combination with a
     non-NetCel360  Service or Product. For non-NetCel360 Services and Products,
     the  Company  agrees  to  look to the indemnification and remedies, if any,
     provided  by the manufacturer or provider of such Services and/or Products.
     In  this  Clause 9.5, "non-NetCel360 Service or Product" means a service or
     product  not provided by NetCel360 or a Sub-contractor under this Agreement
     or  a  Statement  of  Work.

10.  RELATIONSHIP  MANAGEMENT;  NOTICES

10.1 NetCel360  and  the  Company  (on  its  own  behalf  and  on  behalf of any
     Affiliate)  shall each designate a person who shall be its point of contact
     with  respect  to  all matters relating to the Services, Products and terms
     and  conditions  of  this  Agreement.  Unless  and  until  notice  is given
     otherwise,  such  point  of  contact  shall  be:

     For  NetCel360:
     --------------
     Brett  Barney
     Director  of  Sales
     NetCel360.com  Limited
     c/o  NetCel360,  Inc.
     16855  West  Bernardo  Drive,  Suite  110
     San  Diego,  CA  92127
     Tel:  858-618-5884
     Fax:  858-618-5904
     e-mail:  brett_barney@netcel360.com

     For  the  Company:
     -----------------
     Alistair  Skinner
     Sr.  Director,  Global  Service  Center
     495  E.  Java  Drive
     Sunnyvale,  CA  94089
     Tel:  408-822-6339
     Fax:  408-822-4408
     e-mail:  askinner@netapp.com

10.2 The  Company or NetCel360, as the case may be, may designate another person
     to perform such function and shall notify the other party in writing of the
     name  and  contact  details  of  such  person.


                                      - 8 -
<PAGE>
10.3 Any  notice  under or in connection with this Agreement shall be in writing
     and  shall be: (i) delivered personally; (ii) sent by courier or registered
     mail,  proper  postage  prepaid;  (iii)  sent  by  fax;  or  (iv)  sent
     electronically  in  accordance  with  Clause  3.2,  to  the  persons at the
     addresses  set  forth  in  Clause  10.1. Notice is deemed to have been duly
     given: (i) if delivered personally, when left at the address referred to in
     Clause  10.1;  (ii)  if  by  courier,  one  day  after posting it and if by
     registered  mail,  seven days after posting it; and (iii) if sent by fax or
     electronically,  on  completion  of  transmission  by  the  recipient.

11.  CONFIDENTIALITY

     The  parties' obligations with respect to Confidential Information shall be
     governed  by  the  terms  and  conditions  of the Non-Disclosure Agreement.

12.  PROVISION  OF  INFORMATION

12.1 The  Company acknowledges that as a result of providing the Services and/or
     the  Products,  NetCel360 and its Sub-contractors will collect, possess and
     have access to Personal Data relating to the Company and its customers. The
     parties  agree  that such Personal Data is confidential and will be subject
     to  the  Non-Disclosure  Agreement and, subject to Clause 12.2, is and will
     remain  the property of the Company. Following expiration or termination of
     this  Agreement  for  any reason, NetCel360 will, upon written request from
     the  Company  and  at the Company's expense, return to the Company all such
     Personal  Data  in  NetCel360's  possession.

12.2 The  Company  agrees  that  NetCel360  may  use  the  Personal  Data (i) in
     connection  with  the  delivery  and  performance  of  the  Services and/or
     Products;  (ii)  for  matching  (as  defined in the Hong Kong Personal Data
     (Privacy)  Ordinance) with other data collected for other purposes and from
     other  sources  including third parties in relation to the provision of the
     Services  and/or Products; (iii) to analyse, verify and/or check the credit
     or  payment  status  of  the Company; (iv) as is required by law, including
     disclosing  such  Personal  Data  to governmental or regulatory authorities
     having  jurisdiction over NetCel360 and/or its Sub-contractors; and (v) for
     any  other  purposes  as  may  be  agreed  to  by  the  parties.

12.3 The  Company agrees that the Personal Data may be disclosed and transferred
     in  Hong  Kong or in places outside Hong Kong to NetCel360's Affiliates and
     Sub-contractors  and  their  respective  agents  and employees, other third
     parties  and any of NetCel360's actual or proposed assignees or transferees
     of  its  rights in respect of the Company for such person to use, disclose,
     hold,  process,  retain or transfer for the purposes listed in clause 12.2.

12.4 Where  the  provision  of  the  Services  to  the Company or its Affiliates
     entails  the collection by NetCel360 and/or its Sub-contractors of Personal
     Data  from the Company's customers, the Company hereby authorizes NetCel360
     and its Sub-contractors to obtain any consents from and provide any notices
     to  such  customers  as  may  be  required  under  any  applicable  laws or
     regulations.  Where  the  provision  of  the Services to the Company or its
     Affiliates  entails  the  transfer by the Company and/or its Affiliates and
     sub-contractors  to  NetCel360  and  its Sub-contractors of, and the use by
     NetCel360 and its Sub-contractors of, Personal Data of the Company's and/or
     its  Affiliates' customers, the Company hereby represents and warrants that
     such  transfer  and  use  is  in  compliance  with  all applicable laws and
     regulations,  and the Company, its Affiliates and such sub-contractors have
     obtained  all  licenses,  consents, permits and authorisations necessary to
     permit  such  transfer  and  use.

12.5 On  request  by  NetCel360,  the  Company  shall  provide  NetCel360  with
     information  relating  to  the  Company,  its  Affiliates,  its  and  their
     customers  and  its or their use of the Services and/or Products reasonably
     required by NetCel360 or any of its Sub-contractors to assist NetCel360 and
     such  Sub-contractor in complying with its obligations under any applicable
     law  or  regulations.

13.  FORCE  MAJEURE

     If either party is prevented, hindered or delayed from or in performing any
     of its obligations under this Agreement or any Statement of Work by a Force
     Majeure  Event,  such obligations will be suspended while the Force Majeure
     Event  continues  and such party will not be deemed to be in breach of this
     Agreement  or  any  Statement  of  Work. If a Force Majeure Event affecting
     NetCel360's  ability  to  perform  a  Service  continues  for more than two
     consecutive  months,  the  Company  shall  be  entitled  to  terminate  the
     Statement  of  Work  under  which  such  Service  is  being  provided.

14.  ANNOUNCEMENTS/PUBLICITY

     The Company agrees that NetCel360 and its parent company may publicly refer
     to  the  Company,  orally  and  in  writing,  as  a customer and, solely in
     accordance  with  the  Company's written guidelines pertaining thereto, may
     use the Company's logo, trade name, trademark or service mark in connection
     therewith.  NetCel360  agrees  that  the  Company  may  publicly  refer  to


                                      - 9 -
<PAGE>
     NetCel360,  orally  and  in  writing, as a vendor and, solely in accordance
     with NetCel360's written guidelines pertaining thereto, may use NetCel360's
     logo,  trade  name, trademark or service mark in connection therewith.. Any
     other  reference  to the other party by either party, including any details
     of  this  Agreement,  any  Statement  of  Work or any Services hereunder or
     thereunder, whether in the form of press release or otherwise, or any other
     use  of  the other party's logo, trade name, trademark or service mark, may
     be  made  only  with  such  other  party's  prior  written  consent.

15.  DISPUTE  RESOLUTION

15.1 Any  disputes arising out of or relating to this Agreement or any Statement
     of  Work,  or  the  breach,  termination  or  invalidity  thereof  shall be
     attempted  to  be  settled first through friendly consultations between the
     parties.  Such  consultations  will  begin  immediately,  or  as  soon  as
     practicable,  after  one  party  has  delivered  to the other party written
     request  for  such consultation. If within seven days following the date on
     which  such  notice  is  given,  the  dispute  has not been settled through
     consultation,  either  party  may  commence  submission  to  arbitration in
     accordance  with  Clause  15.2.

15.2 Any  dispute,  controversy  or  claim  arising  out  of or relating to this
     Agreement  or  any  Statement  of  Work,  or  the  breach,  termination  or
     invalidity  thereof, shall be settled by arbitration in accordance with the
     UNCITRAL  Arbitration Rules as at present in force and as may be amended by
     the  rest  of  this  clause.  The  place  of  arbitration  shall  be in San
     Francisco,  California,  USA. There shall be only one arbitrator, who shall
     be  appointed  by  the  San  Francisco  office  of the American Arbitration
     Association  (the "AAA"). Any such arbitration shall be administered by the
     arbitrator in accordance with the AAA's procedures for arbitration in force
     at  the  date  of  this  Agreement including such additions to the UNCITRAL
     Arbitration  Rules  as  are  therein  contained.

16.  MISCELLANEOUS

16.1 Neither  party  may  assign  or transfer any right or obligation under this
     Agreement or any Statement of Work without the prior written consent of the
     other  party.

16.2 This  Agreement  and  any  Statements  of  Work  shall  be  governed by and
     interpreted  in  accordance with the laws of Hong Kong, SAR, without giving
     effect  to  the  conflict  of  laws  principles  thereof.

16.3 This  Agreement,  together  with  the  Statements  of  Work  and  any other
     documents  referred  to  in  this  Agreement  or  any  Statement  of  Work,
     constitutes  the  entire agreement, and supersedes any previous agreements,
     between  the  parties  relating to the subject matter of this Agreement and
     the  Statements  of  Work.

16.4 Unless  otherwise  expressly  provided  for  herein,  this  Agreement  or a
     Statement  of  Work  may  be  amended  or modified only in writing upon the
     agreement  of  both  parties.

16.5 A  failure to exercise or delay in exercising a right or remedy provided by
     this  Agreement  or  a  Statement  of  Work or by law does not constitute a
     waiver  of  the right or remedy or a waiver of other rights or remedies. No
     single  or partial exercise of a right or remedy provided by this Agreement
     or  a  Statement of Work or by law prevents a further exercise of the right
     or  remedy  or  the  exercise  of  another  right  or  remedy.

16.6 NetCel360  will  provide the Services and the Products to the Company as an
     independent  contractor,  and  not  as an employee, officer or agent of the
     Company  or  as its general partner. In addition, nothing in this Agreement
     or  any Statement of Work will constitute the parties an association, joint
     venture  or  partnership.

16.7 This  Agreement  and any Statement of Work may be executed in any number of
     counterparts, each of which when executed and delivered is an original, but
     all  the  counterparts  together  constitute  the  same  document.

16.8 Each party shall do and execute, or arrange for the doing and executing of,
     each  necessary  act,  document  and  thing  reasonably within its power to
     implement  this  Agreement  and  each  Statement  of  Work.

16.9 If  any  provision of this Agreement or any Statement of Work is held to be
     invalid,  illegal,  unenforceable,  in  whole  or  in  part,  the remaining
     provisions  shall  be unimpaired, and the invalid, illegal or unenforceable
     provision shall be replaced by a mutually acceptable provision, which being
     valid,  legal  and  enforceable,  comes  closest to the economic effect and
     intention  of  the  parties  hereto  underlying  the  invalid,  illegal  or
     unenforceable  provision.


                                     - 10 -
<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

                                        NETCEL360.COM  LIMITED

                                        By:  /S/  Bill  De  Kruif
                                           ------------------------------------
                                        Name:  Bill  De  Kruif
                                        Title:  Vice President, US Operations

                                        NETWORK  APPLIANCE,  INC.

                                        By:  /S/  Diptish  Datta
                                           ------------------------------------
                                        Name:  Diptish  Datta
                                        Title:  Senior Director, Prod. Support


                                     - 11 -
<PAGE>
                                    EXHIBIT A
                             STATEMENT OF WORK FORM

Statement of Work No.__________________________

This  Statement of Work, dated as of _______________ (this "Statement of Work"),
incorporates the terms and conditions of the Master Services Agreement, dated as
of _____________________ (the "Agreement"), by and between NetCel360.com Limited
("NetCel360")  and  _______________________  (the "Company") as if they had been
set  out  here  in  full and for the purposes of this Statement of Work.  If the
Company  is not the entity that issued this Statement of Work, references in the
Agreement  to  the  "Company"  or  intended  to  refer  to  the Company shall be
interpreted  as references to such issuing entity.  Any defined term not defined
in  this  Statement of Work shall have the same meaning ascribed to such term in
the  Agreement.  The sole contracting parties for all purposes of this Statement
of Work shall be the entity that issued this Statement of Work (who shall be the
"Company"  for  the  purposes  of  this  Statement  of  Work)  and  NetCel360.

The  Company  agrees  to  supplement  this Statement of Work with any additional
information  reasonably  required  by  NetCel360  to  provide  the services (the
"Services")  and/or  Products  specified  below  in  Part  I.

PART  I.     REQUESTED  SERVICES/PRODUCTS:

[INSERT  DESCRIPTION,  WITH  PRICING  DETAILS]

Requested start date for delivery: __________________________________; provided,
that such start date (and any corresponding end date) are subject to delivery by
the  Company of all information, materials and other deliverables required under
this  Statement  of  Work  to NetCel360 on or before the agreed upon date(s) for
delivery  by  the  Company  of  such  information,  materials  and  deliverables
("Company  Delivery  Date(s)").  If  all  such  information, materials and other
deliverables  are  not  received by NetCel360 on or before such Company Delivery
Date(s),  then  the  start  and  end  dates  shall  be delayed by that number of
business  days equal to the number of days between the relevant Company Delivery
Date(s)  and  the  date  that all such required information, materials and other
deliverables  are  actually  received  by  NetCel360.

Requested installation date (if applicable): __________________________

PART II.   IN  ADDITION  TO THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT,
           THE  PARTIES  HERETO  HEREBY  AGREE  TO  THE  FOLLOWING:

     [INSERT  ADDITIONAL  TERMS  AND  CONDITIONS  REQUIRED  FOR  THE  SPECIFIC
     SERVICE/PRODUCT  BEING  PROVIDED  UNDER  THIS  STATEMENT  OF  WORK.]




Issued  by:                               Accepted  by:
[COMPANY]                                 NETCEL360.com  Limited



By:                                       By:
   ---------------------------------         -----------------------------------
Name:                                     Name:
Title:                                    Title:


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