<PAGE>

                                                                  EXHIBIT 10.63


                          AGREEMENT AND ACKNOWLEDGEMENT


                                October 19, 2005

         The undersigned hereby confirm and acknowledge the following payments
and adjustments to the principal amounts outstanding under that certain Primary
Note (the "Primary Note") and that certain Escrow Note (the "Escrow Note" and
collectively with the Primary note, the "Notes"), each dated June 10, 2004,
issued by NaviSite, Inc., Lexington Acquisition Corp., ClearBlue Technologies
Management, Inc., Avasta, Inc., Conxion Corporation and Intrepid Acquisition
Corp. (collectively, the "Maker") to Waythere, Inc. (formerly known as
Surebridge, Inc.) and agree as follows:

1.       December 31, 2004 -- $800,000 payment of principal under the Primary
         Note by the Maker to Waythere, Inc. as required by Section 5.22 of the
         Asset Purchase Agreement dated May 6, 2004 as amended (the "APA"), by
         and among NaviSite, Inc., Lexington Acquisition Corp. and Waythere,
         Inc. (formerly known as Surebridge, Inc.)(together with the
         predecessor, "Waythere"). Interest accrued on such amount up to and
         including the date of such payment.

2.       August 1, 2005 -- $750,000 payment of principal by the Maker to
         Waythere, Inc. under the Primary Note in connection with the Maker's
         sale of certain MBS assets to Navint. Interest accrued on such amount
         up to and including the date of such payment.

3.       August 25, 2005 -- $2,168,652 adjustment to principal of the Primary
         Note relating to certain working capital adjustments as detailed in the
         attached spreadsheet. These adjustments are deemed to have occurred on
         June 10, 2004 (the date of the original issuance of the Primary Note),
         and, as a result, no interest accrued on this amount. The amount of the
         $2,168,652 shortfall shall be deemed the working capital adjustment
         after taking the Closing Net Working Capital less the March Net Working
         Capital (each as defined in Section 1.6 of the APA), and no further
         adjustments to the working capital shall be made pursuant to the APA.

4.       August 25, 2005 -- $937,062.50 adjustment to principal of the Escrow
         Note pursuant to Section 3 of the First Amendment to the Asset Purchase
         Agreement dated as of June 10, 2004 as relating to that certain Master
         Services and License Agreement with MRO Software ("MRO") dated June 27,
         2002. The adjustment to the outstanding principal under the Escrow Note
         is deemed to have occurred on July 16, 2005, the date the Maker stopped
         performing service for MRO. Interest accrued on such amount up to and
         including July 16, 2005. Maker is attaching as Schedule A a
         representation that MRO terminated all services with Maker as of July
         16, 2005 and further attaching a copy of the most recent amended
         contract with MRO.


<PAGE>

5.       Notwithstanding the working capital adjustment provided for in Section
         3 above, the parties acknowledge that, under Section 1.3 of the APA,
         the Maker has assumed approximately $342,000 of accounts payable of
         Waythere that have not been paid as of the date hereof (the "Unpaid
         Liabilities"). Maker agrees to indemnify and directly incur and assume
         all costs, expenses and obligations necessary to satisfy the defense
         and/or indemnification of Waythere, provided that Maker may direct the
         defense by Waythere if Maker notifies Waythere that it chooses to do so
         within 3 business days of receipt of notice by Waythere to Maker that
         any claim against Waythere has been made with respect to any Unpaid
         Liabilities. The Maker shall have the right, with the consent of the
         Waythere, which consent shall not be unreasonably withheld or delayed,
         to settle all indemnifiable matters related to Claims which are
         susceptible to being settled provided its obligation to indemnify
         Waythere therefor is or will be fully satisfied. For purposes of the
         forgoing, the parties agree that it shall be reasonable grounds for
         Waythere to withhold consent if such settlement imposes any obligation
         of any nature whatsoever, or any potential obligation, including those
         that are absolute, contingent, accrued or otherwise, upon Waythere or
         its officers, directors, shareholders, predecessors or successors, or
         if such settlement infringes upon any right of any such parties.

6.       Except as provided herein, all other terms of each of the Notes shall
         remain in full force and effect.

         The following parties hereby execute this Acknowledgement as of the
date first written above.

WAYTHERE, INC.



By: /s/ Matthew Hills
    --------------------------------
Name: Matthew Hills
Title: Director


                                       2
<PAGE>

                                          NAVISITE, INC.



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                          CLEARBLUE TECHNOLOGIES
                                          MANAGEMENT, INC.



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                          AVASTA, INC.



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                          CONXION CORPORATION



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                          INTREPID ACQUISITION CORP.



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                          LEXINGTON ACQUISITION CORP.



                                          By: /s/ John J. Gavin, Jr.
                                              ----------------------------------
                                              Name: John J. Gavin, Jr.
                                              Title: CFO


                                       3
<PAGE>
                                   Schedule A

      The undersigned hereby represent and warrant to Waythere, Inc., as of this
__ day of October, 2005, that, as of July 16, 2005, MRO Software, Inc. ("MRO")
terminated all services that were previously provided by the undersigned.
Attached hereto is a true and correct copy of the most recent agreement between
any of the undersigned and MRO.

      The following parties hereby execute this document as of the date first
written above.

                                         NAVISITE, INC.


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer


                                         CLEARBLUE TECHNOLOGIES
                                         MANAGEMENT, INC.


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer


                                         AVASTA, INC.


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer


                                         CONXION CORPORATION


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer


                                         INTREPID ACQUISITION CORP.


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer


                                         LEXINGTON ACQUISITION CORP.


                                         By:    /s/ John J. Gavin, Jr.
                                             -----------------------------------
                                             Name:  John J. Gavin, Jr.
                                             Title: Chief Financial Officer