06302004 Form 10-Q Exhbit 10.17





                                            Exhibit 10.17


CREDIT AGREEMENT


THIS AGREEMENT is entered into as of March 17, 2004, by and between
CORIO, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").


 

RECITALS


Borrower has requested that Bank extend or continue credit to Borrower as
described below, and Bank has agreed to provide such credit to Borrower on the
terms and conditions contained herein.


NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Bank and Borrower hereby agree as follows:


 

ARTICLE I

CREDIT TERMS


SECTION 1.1.TERM COMMITMENT.


(a)Term Commitment.  Subject to the terms and conditions of
this Agreement, Bank hereby agrees to make advances to Borrower from time to
time up to and including September 30, 2004, not to exceed the aggregate
principal amount of Seven Million Dollars ($7,000,000.00) ("Term Commitment"),
the proceeds of which shall be used to finance the purchase of new equipment and
software acquired on or after July 1, 2003, and which shall be converted on
October 1, 2004, to a term loan, as described more fully below.  Borrower's
obligation to repay advances under the Term Commitment shall be evidenced by a
promissory note dated as of March 17, 2004 substantially in the form of Exhibit
A attached hereto ("Term Commitment Note"), all terms of which are incorporated
herein by this reference.


(b)Limitation on Borrowings.  Notwithstanding any other
provision of this Agreement, the amount of each advance under the Term
Commitment shall not exceed one hundred percent (100%) of the cost of each item
of equipment to which such advance relates, as evidenced by the seller's invoice
to be delivered to Bank as a condition of each advance.


(c)Borrowing and Repayment.  Subject to all the limitations,
terms and conditions contained herein, Borrower may from time to time during the
period in which Bank will make advances under the Term Commitment borrow and
partially or wholly repay its outstanding borrowings, provided that amounts
repaid may not be reborrowed; provided however, that the total outstanding
borrowings under the Term Commitment shall not exceed the maximum principal
amount available thereunder, as set forth above.  The outstanding principal
balance of the Term Commitment shall be due and payable in accordance with the
terms of the Term Commitment Note.


(d)Prepayment.  Borrower may prepay principal on the Term
Commitment solely in accordance with the provisions of the Term Commitment
Note.


SECTION 1.2.STANDBY LETTER OF CREDIT A.


(a)Standby Letter of Credit A.  Bank has issued or has caused
an affiliate to issue a standby letter of credit for the account of Borrower and
for the benefit of CA - Skyway Landing Limited Partnership in the principal
amount of Seven Million Dollars ($7,000,000.00) substantially in the form of
Exhibit B attached hereto ("Standby Letter of Credit A"), all terms of which are
incorporated herein by this reference.  The Standby Letter of Credit A has an
expiration date of April 30, 2005, and is subject to the additional terms of all
Letter of Credit agreements, applications and any related documents required by
Bank in connection with the issuance thereof (collectively, the "Letter of
Credit A Agreements"). Subject to the terms and conditions of this Agreement,
Bank hereby confirms that Standby Letter of Credit A remains in full force and
effect.


(b)Repayment of Drafts.  Each drawing paid under Standby
Letter of Credit A shall be repaid by Borrower in accordance with the provisions
of the Letter of Credit A Agreements.


SECTION 1.3.STANDBY LETTER OF CREDIT B.


(a)Standby Letter of Credit B.  Bank has issued or has caused
an affiliate to issue a standby letter of credit for the account of Borrower and
for the benefit of Carlson Real Estate Company in the principal amount of Eight
Hundred Fifty-Three Thousand Four Hundred Thirty Dollars ($853,430.00)
substantially in the form attached hereto as Exhibit C (the "Standby Letter of
Credit B"; collectively with Standby Letter of Credit A, the "Standby Letters of
Credit"), all terms of which are incorporated herein by this reference.  The
Standby Letter of Credit B has an expiration date of November 1, 2004, and is
subject to the additional terms of all Letter of Credit agreements, applications
and any related documents required by Bank in connection with the issuance
thereof (collectively, the "Letter of Credit B Agreements"; collectively with
the Letter of Credit A Agreements, the "Letter of Credit Agreements"). Subject
to the terms and conditions of this Agreement, Bank hereby confirms that Standby
Letter of Credit B remains in full force and effect.


(b)Repayment of Drafts.  Each drawing paid under Standby
Letter of Credit B shall be repaid by Borrower in accordance with the provisions
of the Letter of Credit B Agreements.


SECTION 1.4.INTEREST/FEES.


 (a) Interest.The outstanding principal balance of the
Term Commitment shall bear interest at the rates of interest set forth in the
Term Commitment Note.  The amount of each drawing paid under any of the Standby
Letters of Credit shall bear interest from the date such drawing is paid to the
date such amount is fully repaid by Borrower, at the rates of interest set forth
in the applicable Letter of Credit Agreements or other documents executed in
connection with the Standby Letters of Credit.


(b)Computation and Payment.  Interest shall be computed on the
basis of a 360-day year, actual days elapsed.  Interest shall be payable at the
times and place set forth in each promissory note or other instrument or
document required hereby.


(c)Letter of Credit Fees.  Borrower shall pay to Bank
(i) fees upon the issuance of each Letter of Credit and upon each
anniversary thereof equal to forty-five hundredths percent (0.45%) per annum
(computed on the basis of a 360-day year, actual days elapsed) of the face
amount thereof, and (ii) fees upon the payment or negotiation of each
drawing under any Letter of Credit and fees upon the occurrence of any other
activity with respect to any Letter of Credit (including without limitation, the
transfer, amendment or cancellation of any Letter of Credit) determined in
accordance with Bank's standard fees and charges then in effect for such
activity.


 

SECTION 1.5.COLLATERAL.


As security for all indebtedness of Borrower to Bank subject hereto,
Borrower hereby grants to Bank security interests of first priority in the
following (hereafter, the "Collateral"): (i) Borrower's Market Rate account
#7735-113990 maintained at Bank, or any replacement or substitution therefor,
including any account resulting from a renumbering or other administrative
re-identification thereof ("WFB Market Rate Account"); (ii) Borrower's
Wells Capital Management account #15403800 maintained at Bank; and (iii) all
accounts receivable and other rights to payment, general intangibles, equipment
and all other personal property more particularly described in the Security
Agreements (as defined below) and all proceeds of the foregoing.


All of the foregoing shall be evidenced by and subject to the terms of
such security agreements, financing statements, deeds of trust and other
documents as Bank shall reasonably require, all in form and substance
satisfactory to Bank, including, without limitation, the following security
agreements: (i) that certain Continuing Security Agreement: Rights to Payment,
dated as of the date hereof, and executed by Borrower in favor of Bank ("Rights
to Payment Security Agreement"); (ii) that certain Security Agreement:
Equipment, dated as of the date hereof, and executed by Borrower in favor of
Bank ("Equipment Security Agreement"); (iii) that certain Security
Agreement: Securities Account, dated as of the date hereof, and executed by
Borrower in favor of Bank ("Securities Account Security Agreement"); and (iv)
that certain Security Agreement: Specific Rights to Payment, dated as of the
date hereof, and executed by Borrower in favor of Bank ("Specific Rights to
Payment Security Agreement"; collectively with the Rights to Payment Security
Agreement, the Equipment Security Agreement and the Securities Account Security
Agreement, the "Security Agreements").  Borrower shall reimburse Bank
immediately upon demand for all costs and expenses incurred by Bank in
connection with any of the foregoing security, including without limitation,
filing and recording fees and costs of appraisals, audits and title
insurance.


SECTION 1.6.TERMINATION OF CREDITS.


(a)Termination of Credits.  Borrower may terminate the Term
Commitment, Standby Letter of Credit A or Standby Letter of Credit B at any time
by delivering to Bank (i) written notice of such termination (in form and
substance satisfactory to Bank), (ii) payment in immediately available funds of
(1) all amounts outstanding under the terminated credit, i.e. the Term
Commitment, Standby Letter of Credit A or Standby Letter of Credit B, (2) with
respect to the Term Commitment, all amounts owed pursuant to the terms of the
Term Commitment Note in connection with any prepayment of the Term Commitment
obligations and (3) all other amounts then due and owing under Section 7.3 of
this Agreement.  Upon the effective termination of the Term Commitment, Standby
Letter of Credit A or Standby Letter of Credit B and the payment of all amounts
described in the foregoing sentence, any credit which has not been terminated,
including without limitation, the Term Commitment, Standby Letter of Credit A or
Standby Letter of Credit B, may remain in effect pursuant to their terms,
subject to the terms and provisions of the Letter of Credit Agreements, this
Agreement, the Security Agreements and all of the other Loan Documents.

(b)Cash Collateral for Credits.  At any time during the term
of this Agreement, Borrower may provide to Bank a perfected first priority
security interests in cash and/or readily marketable securities acceptable to
Bank (all of which are maintained at Bank or an affiliate of Bank and are
subject to Bank's perfected first priority security interest and no other liens
other than Permitted Liens) in an aggregate amount equal to not less than the
Credit Agreement Indebtedness (or such higher percentage in the case of readily
marketable securities as may be required by Bank) which cash and/or marketable
securities collateral is also subject to control agreements and such other
documents as Bank may require, all in form and substance reasonably acceptable
to Bank (hereafter "Cash Collateral").  If Borrower substitutes Cash
Collateral in an amount equal to not less than the Credit Agreement Indebtedness
as provided in the immediately preceding sentence, then Bank shall take all
reasonable actions necessary to terminate its security interests in the
collateral described in Section 1.5 other than Bank's security interests in and
rights to such required Cash Collateral.


(c)Definition of Credit Agreement Indebtedness.  For purposes
of this Agreement, the term "Credit Agreement Indebtedness" shall mean the sum
of: (i) all outstanding principal, interest and fees owing under the Loan
Documents, including, without limitation, all amounts owing under the Term
Commitment and the Standby Letters of Credit; plus (ii) the remaining
undrawn commitment under the Term Commitment; plus (iii) the remaining
undrawn balances of the Standby Letters of Credit.


 

ARTICLE II

REPRESENTATIONS AND WARRANTIES


Borrower makes the following representations and warranties to Bank,
which representations and warranties shall survive the execution of this
Agreement and shall continue in full force and effect until the full and final
payment, and satisfaction and discharge, of all obligations of Borrower to Bank
subject to this Agreement.


SECTION 2.1.LEGAL STATUS.  Borrower is a corporation, duly organized
and existing and in good standing under the laws of the State of Delaware, and
is qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so licensed
could reasonably be expected to have a material adverse effect on Borrower.


SECTION 2.2.AUTHORIZATION AND VALIDITY.  This Agreement, the Term
Commitment Note, the Letter of Credit Agreements, the Security Agreements and
each other promissory note, contract, instrument, agreement and other document
required hereby or at any time hereafter delivered to Bank in connection with
this Agreement (collectively, the "Loan Documents") have been duly authorized,
and upon their execution and delivery in accordance with the provisions hereof
will constitute legal, valid and binding agreements and obligations of Borrower,
enforceable in accordance with their respective terms.


SECTION 2.3.NO VIOLATION.  The execution, delivery and performance by
Borrower of each of the Loan Documents do not (i) to the best knowledge of
Borrower, after due inquiry, violate any provision of any law or regulation
applicable to Borrower, (ii) contravene any provision of the Certificate of
Incorporation or By-Laws of Borrower, or (iii) result in any breach of or
default under any contract, obligation, indenture or other instrument, in each
case, which is material to Borrower's business and to which Borrower is a party
or by which Borrower may be bound.


SECTION 2.4.LITIGATION.  Except as disclosed in Schedule 2.4, which
is attached hereto and incorporated herein by this reference, there are no
pending, or to the best of Borrower's knowledge threatened, actions, claims,
investigations, suits or proceedings by or before any governmental authority,
arbitrator, court or administrative agency which could have a material adverse
effect on the financial condition or operation of Borrower.


SECTION 2.5.CORRECTNESS OF FINANCIAL STATEMENT.  The financial
statement of Borrower dated December 31, 2003, a true copy of which has been
delivered by Borrower to Bank prior to the date hereof, (a) is complete and
correct and presents fairly the financial condition of Borrower,
(b) discloses all liabilities of Borrower that are required to be reflected
or reserved against under generally accepted accounting principles, whether
liquidated or unliquidated, fixed or contingent, and (c) has been prepared
in accordance with generally accepted accounting principles consistently
applied.  Except as set forth in Schedule 2.5, which is attached hereto and
incorporated herein by this reference, since the date of such financial
statement there has been no material adverse change in the financial condition
of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in
or otherwise encumbered any of its assets or properties except for Permitted
Liens.


SECTION 2.6.INCOME TAX RETURNS.  Borrower has no knowledge of any
pending assessments or adjustments of its income tax payable with respect to any
year.


SECTION 2.7.NO SUBORDINATION.  To the best knowledge of Borrower,
after due inquiry, there is no agreement, indenture, contract or instrument to
which Borrower is a party or by which Borrower may be bound that requires the
subordination in right of payment of any of Borrower's obligations subject to
this Agreement to any other obligation of Borrower.


SECTION 2.8.PERMITS, FRANCHISES.  Borrower possesses, and will
hereafter possess, all permits, consents, approvals, franchises and licenses
required and rights to all trademarks, trade names, patents, and fictitious
names, if any, necessary to enable it to conduct the business in which it is now
engaged in compliance with applicable law and to the extent that Borrower's
failure to possess any of the foregoing could reasonably be expected to have a
material adverse effect on Borrower.


SECTION 2.9.ERISA.  Borrower is in compliance in all material
respects with all applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended or recodified from time to time ("ERISA");
Borrower has not violated any provision of any defined employee pension benefit
plan (as defined in ERISA) maintained or contributed to by Borrower (each, a
"Plan"); no Reportable Event as defined in ERISA has occurred and is continuing
with respect to any Plan initiated by Borrower; Borrower has met its minimum
funding requirements under ERISA with respect to each Plan; and each Plan will
be able to fulfill its benefit obligations as they come due in accordance with
the Plan documents and under generally accepted accounting principles.


SECTION 2.10.OTHER OBLIGATIONS.  To the best knowledge of Borrower,
after due inquiry, Borrower is not in default on any obligation for borrowed
money, any purchase money obligation or any other material lease, commitment,
contract, instrument or obligation.


SECTION 2.11.ENVIRONMENTAL MATTERS.  Except as disclosed by Borrower
to Bank in writing prior to the date hereof, Borrower is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time.  None of the operations of
Borrower is the subject of any federal or state investigation evaluating whether
any remedial action involving a material expenditure is needed to respond to a
release of any toxic or hazardous waste or substance into the environment.
Borrower has no material contingent liability in connection with any release of
any toxic or hazardous waste or substance into the environment.


SECTION 2.12.SUBSIDIARIES.As of the date hereof, the entities
listed in Schedule 2.12 hereof, which is attached hereto and incorporated herein
by this reference, are the only subsidiaries of Borrower.


ARTICLE III

CONDITIONS


SECTION 3.1.CONDITIONS OF INITIAL EXTENSION OF CREDIT.  The
obligation of Bank to extend any credit contemplated by this Agreement is
subject to the fulfillment to Bank's satisfaction of all of the following
conditions:


(a)Approval of Bank Counsel.  All legal matters incidental to
the extension of credit by Bank shall be satisfactory to Bank's counsel.


(b)Documentation.  Bank shall have received, in form and
substance satisfactory to Bank, each of the following, duly executed:

(i)This Agreement and the Term Commitment Note and each other
instrument or document required hereby.

(ii)Corporate Resolution: Borrowing.

(iii)Certificate of Incumbency.

(iv)Specific Rights to Payment Security Agreement.

(v)Rights to Payment Security Agreement.

(vi)Equipment Security Agreement.

(vii)Securities Account Security Agreement.

(viii)Addendum to Security Agreement: Securities Account.

(ix)Securities Account Control Agreement.

(x)UCC-1 Financing Statement.

(xi)Such other documents as Bank may require under any other Section
of this Agreement.





(c)Financial Condition.  There shall have been no material
adverse change, as determined by Bank, in the financial condition or business of
Borrower, nor any material decline, as determined by Bank, in the market value
of the Collateral or a substantial or material portion of the assets of Borrower
as compared to the financial condition and business of Borrower and market value
of the Collateral and other assets of Borrower that existed as of December 31,
2003.


(d)Insurance.  Borrower shall have delivered to Bank evidence
of insurance coverage on all Borrower's property, in form, substance, amounts,
covering risks and issued by companies satisfactory to Bank, and where required
by Bank, with loss payable endorsements in favor of Bank. 


SECTION 3.2.CONDITIONS OF EACH EXTENSION OF CREDIT.  The obligation
of Bank to make each extension of credit requested by Borrower hereunder shall
be subject to the fulfillment to Bank's satisfaction of each of the following
conditions:


(a)Compliance.  The representations and warranties contained
herein and in each of the other Loan Documents shall be true on and as of the
date of the signing of this Agreement and on the date of each extension of
credit by Bank pursuant hereto, with the same effect as though such
representations and warranties had been made on and as of each such date, and on
each such date, no Event of Default as defined herein, and no condition, event
or act which with the giving of notice or the passage of time or both would
constitute such an Event of Default, shall have occurred and be continuing or
shall exist.


(b)Documentation.  Bank shall have received all additional
documents which may be required in connection with such extension of credit.


 

ARTICLE IV

AFFIRMATIVE COVENANTS


Borrower covenants that so long as Bank remains committed to extend
credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in
writing:


SECTION 4.1.PUNCTUAL PAYMENTS.  Punctually pay all principal,
interest, fees or other liabilities due under any of the Loan Documents at the
times and place and in the manner specified therein, and pay immediately upon
demand by Bank, the amount by which the outstanding principal balance of any
credit subject hereto at any time exceeds any limitation on borrowings
applicable thereto.


SECTION 4.2.ACCOUNTING RECORDS.  Maintain adequate books and records
(including, without limitation, records regarding Collateral) in accordance with
generally accepted accounting principles consistently applied, and permit any
representative of Bank, at any reasonable time and, prior to the occurrence of
an Event of Default, upon prior notice, to inspect, audit and examine such books
and records, to make copies of the same, and to inspect the properties of
Borrower.  Any representative of Bank acting pursuant to the foregoing sentence
shall be bound by the provisions of Section 7.5 of this Agreement.


SECTION 4.3.FINANCIAL STATEMENTS.  Provide to Bank all of the
following, in form and detail satisfactory to Bank:


(a)not later than 120 days after and as of the end of each fiscal
year, an audited consolidated financial statement of Borrower for such fiscal
year and for the fourth fiscal quarter of Borrower, prepared by a certified
public accountant acceptable to Bank, to include balance sheet, income
statement, statements of cash flows, supporting schedules and footnotes;


(b)not later than 60 days after and as of the end of each fiscal
quarter, other than Borrower's fourth fiscal quarter of each year, a
consolidated financial statement of Borrower, prepared by a certified public
accountant acceptable to Bank, to include balance sheet, income statement,
statements of cash flows, supporting schedules and footnotes;



(c)not later than 45 days after and as of the end of each month, a
consolidated financial statement of Borrower, prepared by Borrower, to include
balance sheet and income statement, with such income statement to reflect both
monthly and fiscal year-to-date data;


(d)not later than each November 30, Borrower-prepared projections for
the upcoming fiscal year; and


(e)from time to time such other information as Bank may reasonably
request.


In connection with the financial information provided pursuant to Section
4.3(c), (d) and (e) (to the extent that the information provided to Bank is
Confidential Information (as defined in Section 7.5), Bank agrees to hold such
information confidential subject to the terms and provisions of Section 7.5.


SECTION 4.4.COMPLIANCE.  (i) Preserve and maintain all material
licenses, permits, governmental approvals, rights, privileges and franchises
necessary for the conduct of its business; (ii) comply with the provisions of
Borrower's Certificate of Incorporation and Bylaws; (iii) and comply with
the requirements of all laws, rules, regulations and orders of any governmental
authority applicable to Borrower and/or its business, in the case of (iii) the
non-compliance with which would reasonably be expected to have a material
adverse effect on the financial condition or operations of Borrower.


SECTION 4.5.INSURANCE.  Maintain and keep in force insurance of the
types and in amounts customarily carried in lines of business similar to that of
Borrower, including but not limited to fire, extended coverage, public
liability, flood, property damage and workers' compensation, with all such
insurance carried with companies and in amounts reasonably satisfactory to Bank,
and deliver to Bank from time to time at Bank's request schedules setting forth
all insurance then in effect.


SECTION 4.6.FACILITIES.  Keep all properties useful or necessary to
Borrower's business in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto so that such properties
shall be fully and efficiently preserved and maintained.


SECTION 4.7.TAXES AND OTHER LIABILITIES.  Pay and discharge when due
any and all indebtedness, obligations, assessments and taxes, both real or
personal, including without limitation federal and state income taxes and state
and local property taxes and assessments, except such (a) as Borrower may in
good faith contest or as to which a bona fide dispute may arise, and (b) for
which Borrower maintains adequate reserves in accordance with generally accepted
accounting principles, for eventual payment thereof in the event Borrower is
obligated to make such payment.


SECTION 4.8.LITIGATION.  Promptly give notice in writing to Bank of
any litigation pending or threatened in writing against Borrower with a claim in
excess of $100,000.


SECTION 4.9.FINANCIAL CONDITION.  Maintain Borrower's consolidated
financial condition as follows using generally accepted accounting principles
consistently applied and used consistently with prior practices (except to the
extent modified by the definitions herein):


(a)Total Liabilities divided by Tangible Net Worth not at any time
greater than 1.10 to 1.0, with "Total Liabilities" defined as the aggregate of
current liabilities and non-current liabilities less subordinated debt, and with
"Tangible Net Worth" defined as the aggregate of total stockholders equity plus
subordinated debt less any intangible assets.


(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 $15,000,000.00 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 fiscal 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 "EBITDA
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.


(c)EBITDA (as defined above) losses not greater than the following
amounts as of the end of the following fiscal quarters:  (i) $650,000 as of
Borrower's fiscal quarter ending March 31, 2004; (ii) $1,000,000 as of
Borrower's fiscal quarter ending June 30, 2004; (iii) $450,000 as of Borrower's
fiscal quarter ending September 30, 2004; and (iv) $300,000 as of Borrower's
fiscal quarter ending December 31, 2004.  As of the end of each of Borrower's
fiscal quarters, commencing with Borrower's fiscal quarter ending March 31, 2005
and continuing for each fiscal quarter thereafter, Borrower shall have EBITDA
(as defined above) of not less than $1.00.  Each of the foregoing calculations
for any fiscal quarter of Borrower shall be determined as of the end of each
such fiscal quarter.  Borrower agrees that compliance with this covenant at a
time when there exists a violation of the EBITDA Coverage Ratio requirement set
forth above (after the same becomes effective) shall not imply or constitute a
waiver of such violation of the EBITDA Coverage Ratio.


(d)If Borrower satisfies the EBITDA Coverage Ratio provided in
Section 4.9(b) as of the end of any rolling four (4) quarter period and
subsequent to the satisfaction of such provision Borrower fails to maintain an
EBITDA Coverage Ratio of 1.50 to 1.00 or greater for any quarterly period, then
so long as Borrower maintains cash and readily marketable securities acceptable
to Bank (all of which are maintained at Bank or an affiliate of Bank and are
subject to Bank's first priority perfected security interest and no other liens
other than Permitted Liens) in an aggregate amount equal to not less than twice
the sum of the Credit Agreement Indebtedness, then no breach of Section 4.9(b)
shall be deemed to have occurred.


SECTION 4.10.NOTICE TO BANK.  Promptly (but in no event more than
five (5) days after the occurrence of each such event or matter) give written
notice to Bank in reasonable detail of:  (a) the occurrence of any Event of
Default, or any condition, event or act which with the giving of notice or the
passage of time or both would constitute an Event of Default; (b) any
change in the name or the form of corporate organization of Borrower;
(c) the occurrence and nature of any Reportable Event or Prohibited
Transaction, each as defined in ERISA, or any funding deficiency with respect to
any Plan; or (d) any termination or cancellation of any insurance policy
which Borrower is required to maintain, or any uninsured or partially uninsured
loss through liability or property damage, or through fire, theft or any other
cause affecting Borrower's property; provided however, that Borrower may
terminate or cancel any insurance policy it has previously maintained so long as
an acceptable replacement insurance policy satisfying Borrower's obligations
under this Agreement is in force and effect prior the effective date of such
termination or cancellation.


SECTION 4.11.LIMITATION OF OBLIGATIONS UNDER ARTICLE IV.
Notwithstanding the requirements of this Article IV, if Borrower terminates the
Term Commitment pursuant to Section 1.6 and repays in full all amounts required
by Section 1.6 in connection with such termination and Borrower's obligations
under the Standby Letters of Credit remain collateralized by cash and readily
marketable securities acceptable to Bank (all of which are maintained at Bank or
an affiliate of Bank and are subject to Bank's perfected first priority security
interest and no other liens other than Permitted Liens) in an aggregate amount
equal to not less than the Credit Agreement Indebtedness (or such higher
percentage in the case of readily marketable securities as may be required by
Bank) which cash and/or marketable securities collateral is also subject to
control agreements and such other documents as Bank may require, all in form and
substance reasonably acceptable to Bank, then from and after the termination of
the Term Commitment pursuant to Section 1.6 and the payment of all amounts
required in connection with such termination pursuant to Section 1.6, Borrower
shall no longer be required to observe the requirements of Sections 4.1, 4.2,
4.3(c), (d) and (e) and 4.4 through 4.10 above.


ARTICLE V

NEGATIVE COVENANTS


Borrower further covenants that so long as Bank remains committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower will not without Bank's prior written
consent:


SECTION 5.1.USE OF FUNDS.  Use any of the proceeds of any credit
extended hereunder except for the purposes stated in Article I hereof.


SECTION 5.2.OTHER INDEBTEDNESS.  Create, incur, assume or permit to
exist any indebtedness or liabilities resulting from borrowings, loans or
advances, whether secured or unsecured, matured or unmatured, liquidated or
unliquidated, joint or several, except (a) the liabilities of Borrower to Bank;
(b) any other liabilities of Borrower existing as of, and disclosed to Bank
prior to, the date hereof; (c) indebtedness not to exceed One Hundred Thousand
Dollars ($100,000), which is expressly subordinated to Borrower's obligations to
Bank subject to subordination agreements in form and substance reasonably
satisfactory to Bank; (d) indebtedness or liabilities to trade creditors
incurred in the ordinary course of business; (e) indebtedness or
liabilities secured by Permitted Liens; (f) indebtedness or liabilities of
Borrower to any of Borrower's subsidiaries; (g) indebtedness or liabilities not
to exceed the aggregate amount of One Hundred Thousand Dollars ($100,000)
outstanding at any time under any and all Swap Contracts (as defined below); (h)
indebtedness or liabilities arising from the honoring of a check, draft or
similar instrument against insufficient funds or from the endorsement of
instruments for collection in the ordinary course of business; (i) other
indebtedness or liabilities not otherwise permitted hereby in an amount not to
exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate
outstanding at any time; (j) indebtedness or liabilities incurred with
respect to surety bonds and similar obligations not to exceed the aggregate
amount of One Hundred Thousand Dollars ($100,000) outstanding at any time; and
(k) extensions, refinancings, modifications, amendments and restatements of
any of the foregoing items, provided that the principal amount thereof is not
increased or the terms thereof are not modified to impose more burdensome terms
upon Borrower (each of the foregoing being referred to as "Permitted
Indebtedness"). 


As used herein, the term "Swap Contracts" means and refers to (a) any and
all rate swap transactions, basis swaps, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, or any other similar transactions or
any combination of any of the foregoing (including any options to enter into any
of the foregoing), whether or not any such transaction is governed by or subject
to any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., or any other master agreement (any such
master agreement, together with any related schedules, as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, a
"Master Agreement"), including any such obligations or liabilities under any
Master Agreement.


SECTION 5.3.MERGER, CONSOLIDATION, TRANSFER OF ASSETS.  Merge into or
consolidate with any other entity; make any substantial change in the nature of
Borrower's business as conducted as of the date hereof; acquire all or
substantially all of the assets of any other entity; nor sell, lease, transfer
or otherwise dispose of all or a substantial or material portion of Borrower's
assets except in the ordinary course of its business, except that,
notwithstanding anything to the contrary contained herein: (a) Borrower may
merge with or consolidate with any other entity so long as (i) Borrower is the
surviving entity and (ii) no default or Event of Default has occurred or occurs
as a result of such merger or consolidation; (b) Borrower may merge any
subsidiary into Borrower or into any other subsidiary of Borrower; and (c)
Borrower may acquire all or substantially all of the assets of any entity as
permitted by Section 5.5 hereof.


SECTION 5.4.GUARANTIES.  Guarantee or become liable in any way as
surety, endorser (other than as endorser of negotiable instruments for deposit
or collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of Borrower as security for,
any liabilities or obligations of any other person or entity, except (a) any of
the foregoing in favor of Bank or (b) any permitted pursuant to Section 5.2
hereof. 


SECTION 5.5.LOANS, ADVANCES, INVESTMENTS.  Make any loans or advances
to or investments in any person or entity (each an "Investment"), except for:
(a) Investments existing as of, and disclosed to Bank prior to, the date hereof;
(b)(i) marketable direct obligations issued or unconditionally guaranteed by the
United States of America or any agency thereof or any State maturing within 1
year from its acquisition by Borrower, (ii) commercial paper maturing no more
than 1 year after its creation and having the highest rating from either
Standard & Poor's Corporation or Moody's Investors Service, Inc., (iii)
Bank's certificates of deposit issued maturing no more than 1 year after issue,
and (iv) any Investments permitted by Borrower's investment policy, as amended
from time to time, provided that such investment policy and any and all
amendments thereto have been approved by Bank; (c) Investments consisting of the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of Borrower's business; (d) Investments by
Borrower in Borrower's subsidiaries not to exceed the aggregate amount of One
Hundred Thousand Dollars ($100,000) in any fiscal year of Borrower,
provided however, that the ordinary course payments made by
Borrower to Borrower's existing subsidiary, [Corio India L.P.] on account of
services rendered to Borrower shall not be considered an Investment for purposes
of this Section 5.5(d);  (e) Investments consisting of travel advances and
employee relocation loans and other employee loans and advances in the ordinary
course of business not to exceed the aggregate amount of One Hundred Thousand
Dollars ($100,000) outstanding at any time; (f) Investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
customers or suppliers and in settlement of delinquent obligations of, and other
disputes with, customers or suppliers arising in the ordinary course of business
not to exceed the aggregate amount of Five Hundred Thousand Dollars ($500,000)
outstanding at any time; (g) Investments consisting of notes receivable of, or
prepaid royalties and other credit extensions, to customers and suppliers who
are not affiliates, in the ordinary course of business, provided that this
paragraph (g) shall not apply to Investments of Borrower in any Subsidiary; (h)
Investments in Swap Contracts not to exceed the aggregate amount of One Hundred
Thousand Dollars ($100,000) outstanding at any time; (i)  joint ventures or
strategic alliances in the ordinary course of Borrower's business consisting of
the licensing of technology, the development of technology or the providing of
technical support, provided that the cash portion of such Investments by
Borrower does not exceed the aggregate amount of Five Hundred Thousand Dollars
($500,000) in any fiscal year; (j) Investments (1) constituting the
acquisition of all or substantially all of the assets of any other entity or
(2) constituting the merger of any entity into a subsidiary of Borrower so
long as the aggregate of such Investments in any fiscal year does not exceed the
aggregate cash consideration paid of Two Hundred Fifty Thousand Dollars
($250,000) (excluding all accounting, legal and other reasonable documentation
expenses) and the aggregate non-cash value of such Investments does not exceed
twenty-five percent (25%) of Borrower's market capitalization on the date
immediately preceding the execution of any definitive agreement relating to such
Investment; and (k) other Investments not otherwise permitted hereunder,
provided that the aggregate amount of such Investments made after the date
hereof does not exceed One Hundred Thousand Dollars ($100,000) outstanding at
any time.


SECTION 5.6.DIVIDENDS, DISTRIBUTIONS.  Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding, or redeem, retire, repurchase or otherwise acquire any
shares of any class of Borrower's stock now or hereafter outstanding (each a
"Restricted Payment"), other than (a) dividends or distributions payable solely
in shares of capital stock of Borrower; (b) non-cash distribution of rights
pursuant to a shareholder rights plan or redemption of such rights, provided
that such redemption is in accordance with the terms of such shareholder rights
plan and does not require the payment of cash to any shareholder or other party;
(c) Restricted Payments made from the net proceeds received from the issuance of
Borrower's capital stock, provided that such Restricted Payment is made within
45 days following the consummation of such issuance; and (d) repurchases of
stock from former employees or directors of Borrower under the terms of
applicable repurchase agreements in an aggregate amount not to exceed $500,000
in any fiscal year of Borrower.


SECTION 5.7.PLEDGE OF ASSETS.  Mortgage, pledge, grant or permit to
exist a security interest in, or lien (each a "Lien") upon, all or any portion
of Borrower's assets now owned or hereafter acquired, except for (a) Liens in
favor of Bank; (b) Liens existing as of, and disclosed to Bank in writing prior
to, the date hereof; (c) Liens for taxes, fees, assessments or other government
charges or levies, either not delinquent or being contested in good faith and
for which Borrower maintains adequate reserves in accordance with generally
accepted accounting principles; (d) purchase money Liens (i) on equipment
acquired or held by Borrower incurred for financing the acquisition of such
equipment, or (ii) existing on equipment when acquired, but only to the extent
that the Lien is confined to the property and improvements and the proceeds of
the equipment; (e) Leases or subleases and licenses or sublicenses granted in
the ordinary course of Borrower's business; (f) Liens incurred in the extension,
renewal or refinancing of the indebtedness secured by Liens described in (a)
through (e), but any extension, renewal or replacement Lien must be limited to
the property encumbered by the existing Lien and the principal amount of the
indebtedness may not increase; (g) Liens arising from judgments, decrees or
attachments in circumstances not constituting an Event of Default under Section
6.1(e); (h) non-consensual Liens in favor of other financial institutions
arising in connection with Borrower's deposit accounts held at such institutions
and encumbering only such deposit accounts; and (i) other Liens not described
above arising in the ordinary course of Borrower's business, not having or not
reasonably likely to have a material adverse effect on Borrower and securing
indebtedness not to exceed the aggregate amount of One Hundred Thousand Dollars
($100,000) outstanding at any time.


SECTION 5.8.LIMITATION OF OBLIGATIONS UNDER ARTICLE V.
Notwithstanding the requirements of this Article IV, if Borrower terminates the
Term Commitment pursuant to Section 1.6 and repays in full all amounts required
by Section 1.6 in connection with such termination and Borrower's obligations
under the Standby Letters of Credit remain collateralized by cash and readily
marketable securities acceptable to Bank (all of which are maintained at Bank or
an affiliate of Bank and are subject to Bank's perfected first priority security
interest and no other liens other than Permitted Liens) in an aggregate amount
equal to not less than the Credit Agreement Indebtedness (or such higher
percentage in the case of readily marketable securities as may be required by
Bank) which cash and/or marketable securities collateral is also subject to
control agreements and such other documents as Bank may require, all in form and
substance reasonably acceptable to Bank, then from and after the termination of
the Term Commitment pursuant to Section 1.6 and the payment of all amounts
required in connection with such termination pursuant to Section 1.6, Borrower
shall no longer be required to observe the requirements of Sections 5.1 through
5.7 above.


 

ARTICLE VI

EVENTS OF DEFAULT


SECTION 6.1.The occurrence of any of the following shall constitute
an "Event of Default" under this Agreement:


(a)Borrower shall fail to pay when due any principal, interest, fees
or other amounts payable under any of the Loan Documents.


(b)Any financial statement or certificate furnished to Bank in
connection with, or any representation or warranty made by Borrower or any other
party under this Agreement or any other Loan Document shall prove to be
incorrect, false or misleading in any material respect when furnished or
made.


(c)Any default in the performance of or compliance with any
obligation, agreement or other provision contained herein or in any other Loan
Document (other than those referred to in subsections (a) and (b) above or (j)
and (k) below), and with respect to any such default which by its nature can be
cured, such default shall continue for a period of twenty (20) days from its
occurrence.


(d)Any defined event of default, under the terms of any contract or
instrument (other than any of the Loan Documents) pursuant to which Borrower has
incurred any debt or other liability in excess of Two Hundred Fifty Thousand
Dollars ($250,000) to any person or entity, including Bank, which default or
defined event of default gives any person or entity the right to accelerate the
obligations owing under such contract or instrument; provided
however, that if any defaults or defined events of default exist (i)
under more than one contract or instrument or (ii) under contracts or
instruments in favor of more than one person or entity and the aggregate amount
of such debts and liabilities owing to all parties with respect to those
contracts or instruments pursuant to which a default or a defined event of
default exists is in excess of Five Hundred Thousand Dollars ($500,000), then
such an occurrence shall be deemed an Event of Default hereunder.


(e)(i) The filing of a notice of judgment lien against Borrower; (ii)
the recording of any abstract of judgment against Borrower in any county in
which Borrower has an interest in real property; (iii) the service of a notice
of levy and/or of a writ of attachment or execution, or other like process,
against the assets of Borrower; or (iv) the entry of a judgment against
Borrower; and the aggregate amount of any claims relating to (i), (ii), (iii)
and (iv) existing at any time represents an amount in excess of Two Hundred
Fifty Thousand Dollars ($250,000);


(f)Borrower shall become insolvent, or shall suffer or consent to or
apply for the appointment of a receiver, trustee, custodian or liquidator of
itself or any of its property, or shall generally fail to pay its debts as they
become due, or shall make a general assignment for the benefit of creditors;
Borrower shall file a voluntary petition in bankruptcy, or seeking
reorganization, in order to effect a plan or other arrangement with creditors or
any other relief under the Bankruptcy Reform Act, Title 11 of the United States
Code, as amended or recodified from time to time ("Bankruptcy Code"), or under
any state or federal law granting relief to debtors, whether now or hereafter in
effect; or any involuntary petition or proceeding pursuant to the Bankruptcy
Code or any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors is filed or commenced against
Borrower or Borrower shall file an answer admitting the jurisdiction of the
court and the material allegations of any involuntary petition; or Borrower
shall be adjudicated a bankrupt, or an order for relief shall be entered against
Borrower by any court of competent jurisdiction under the Bankruptcy Code or any
other applicable state or federal law relating to bankruptcy, reorganization or
other relief for debtors.


(g)There shall exist or occur any event or condition which in Bank's
good faith determination has materially and adversely impaired or is
substantially likely to materially and adversely impair Borrower's ability to
pay or perform its obligations to Bank under the Loan Documents.


(h)The dissolution or liquidation of Borrower; or Borrower, or any of
its directors, stockholders or members, shall take action seeking to effect the
dissolution or liquidation of Borrower.


(i)Any person or entity acquires twenty-five percent (25%) or more of
the common stock of Borrower or, if such person or entity owns common stock of
the Borrower as of the date of this Agreement such person or entity increases
its ownership of common stock of Borrower by twenty-five percent (25%) more than
the amount of such common stock held by such person or entity as of the date of
this Agreement.


 (j) Any impairment of the rights of Bank in any Collateral or any
reduction in the funds on deposit in the WFB Market Rate Account which reduces
the aggregate balance thereof to less than the lower of (1) $7,853,430.00 and
(2) the Credit Agreement Indebtedness.


(k)Bank, in good faith, believes a material portion of the Collateral
to be in danger of misuse, dissipation, commingling, loss, theft, damage or
destruction, or otherwise in jeopardy or unsatisfactory in character or
value.


SECTION 6.2.REMEDIES.  Upon the occurrence of any Event of Default:
(a) all indebtedness of Borrower under each of the Loan Documents, any term
thereof to the contrary notwithstanding, shall at Bank's option and without
notice become immediately due and payable without presentment, demand, protest
or notice of dishonor, all of which are hereby expressly waived by each
Borrower; (b) the obligation, if any, of Bank to extend any further credit
under any of the Loan Documents shall immediately cease and terminate; and
(c) Bank shall have all rights, powers and remedies available under each of
the Loan Documents, or accorded by law, including without limitation the right
to resort to any or all security for any credit subject hereto and to exercise
any or all of the rights of a beneficiary or secured party pursuant to
applicable law.  All rights, powers and remedies of Bank may be exercised at any
time by Bank and from time to time after the occurrence of an Event of Default,
are cumulative and not exclusive, and shall be in addition to any other rights,
powers or remedies provided by law or equity.


SECTION 6.3.LIMITATION OF EVENTS OF DEFAULT.  If Borrower terminates
the Term Commitment pursuant to Section 1.6, repays in full all amounts required
by Section 1.6 in connection with such termination and otherwise satisfies the
provisions of Sections 4.11 and 5.8, then from and after the satisfaction of
each of the foregoing provisions, the Events of Default specified in Sections
6.1(d) through 6.1(k) shall no longer apply to Borrower's obligations under this
Agreement.  Notwithstanding the foregoing, the Events of Default specified in
the Letter of Credit Agreements shall continue in full force and effect until
(i) the repayment in full of all amounts owing to Bank or its affiliates under
the Letter of Credit Agreements or in respect of any Letter of Credit and (ii)
the cancellation or termination of all of Bank's or its affiliates' obligations
under all Letters of Credit issued under the Letter of Credit Agreements, this
Agreement or any other agreement between Bank or its affiliates and
Borrower.


 

ARTICLE VII

MISCELLANEOUS


SECTION 7.1. NO WAIVER.  No delay, failure or discontinuance of Bank
in exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy.  Any waiver, permit, consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such
writing.


SECTION 7.2.NOTICES.  All notices, requests and demands which any
party is required or may desire to give to any other party under any provision
of this Agreement must be in writing delivered to each party at the following
address:



	
BORROWER:
	
CORIO, INC.

	
	
959 Skyway Road, Suite 100

San Carlos, CA 94070

Attn: Chief Executive Officer 

 Chief Financial Officer

   General Counsel




	
BANK:
	
WELLS FARGO BANK, NATIONAL ASSOCIATION

400 Hamilton Avenue

Palo Alto, CA 94301






or to such other address as any party may designate by written notice to all
other parties.  Each such notice, request and demand shall be deemed given or
made as follows:  (a) if sent by hand delivery, upon delivery; (b) if
sent by mail, upon the earlier of the date of receipt or three (3) days after
deposit in the U.S. mail, first class and postage prepaid; and (c) if sent
by telecopy, upon receipt.


SECTION 7.3.COSTS, EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay
to Bank promptly upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of Bank's in-house counsel), expended or
incurred by Bank in connection with (a) the negotiation and preparation of
this Agreement and the other Loan Documents, Bank's continued administration
hereof and thereof, and the preparation of any amendments and waivers hereto and
thereto, (b) the enforcement of Bank's rights and/or the collection of any
amounts which become due to Bank under any of the Loan Documents, and
(c) the prosecution or defense of any action in any way related to any of
the Loan Documents, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an arbitration
proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any
adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to any Borrower or any other person or entity.


SECTION 7.4.SUCCESSORS, ASSIGNMENT.  This Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties; provided however, that
Borrower may not assign or transfer its interest hereunder without Bank's prior
written consent.  Bank reserves the right to sell, assign, transfer, negotiate
or grant participations in all or any part of, or any interest in, Bank's rights
and benefits under each of the Loan Documents.  In connection therewith, Bank
may disclose all documents and information which Bank now has or may hereafter
acquire relating to any credit subject hereto, Borrower or its business, or any
Collateral.


SECTION 7.5CONFIDENTIALITY.  In handling any Confidential
Information, Bank will exercise the same degree of care that it exercises for
its own proprietary information, but Bank may disclose any Confidential
Information to (a) to Bank's subsidiaries or affiliates (to the extent that
such affiliates agree to be bound by the provisions of this Section 7.5) in
connection with their business with Borrower and to any of their directors,
officers, employees, accountants, counsel or other professional advisors,
(b) to prospective transferees or purchasers of any interest in the loans
to the extent that such prospective transferees or purchasers have agreed to be
bound by the provisions of this Section 7.5, (c) if required or appropriate
in response to any summons or subpoena or in connection with any litigation, (d)
as required by law, regulation, or court order, (e) as required in
connection with Bank's examination or audit and (f) as Bank considers
appropriate exercising remedies under this Agreement; provided however, that
Bank shall give to Borrower written notice not less than three (3) business days
prior to any disclosure of Confidential Information Bank intends to make under
Section 7.5(f) to provide Borrower with an opportunity to publicly disclose such
information as Borrower may deem necessary.  Notwithstanding the foregoing, any
disclosure made in violation of this Section 7.5 shall not affect the
obligations of Borrower under this Agreement or the other Loan Documents.


For purposes of this Agreement, Borrower's trade secrets, source codes,
customer lists and certain other items of intellectual property, and any
financial statements provided pursuant to hereto, if and to the extent such
information is marked as confidential by Borrower at the time of disclosure,
shall constitute proprietary and confidential information of the Borrower
("Confidential Information").  Confidential Information does not include
information that either: (x) is in the public domain or in Bank's possession
when disclosed to Bank, or becomes part of the public domain after disclosure to
Bank through no fault of Bank; or (y) is disclosed to Bank by a third party, if
Bank does not know that the third party is prohibited from disclosing the
information.


Notwithstanding anything herein to the contrary, Bank or Borrower (and
any employee, representative, or other agent of Bank or Borrower) may disclose
to any and all persons, without limitation of any kind, the tax treatment and
tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure;
provided, however, that such disclosure may not be made to the
extent reasonably necessary to comply with any applicable federal or state
securities laws.  For the purposes of this Agreement, the "tax
treatment" of a transaction means the purported or claimed federal income
tax treatment of the transaction and the "tax structure" of a
transaction means any fact that may be relevant to understanding the purported
or claimed federal income tax treatment of the transaction.  


Borrower and Bank acknowledge and agree that the tax treatment and tax
structure of any transaction does not include the name of any party to a
transaction or any sensitive business information (including, without
limitation, the name and other specific information about any party's
intellectual property or other proprietary assets) unless such information may
be related or relevant to the purported or claimed federal income tax treatment
of the transaction. 


SECTION 7.6.ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the
other Loan Documents constitute the entire agreement between Borrower and Bank
with respect to each credit subject hereto and supersede all prior negotiations,
communications, discussions and correspondence concerning the subject matter
hereof.  This Agreement may be amended or modified only in writing signed by
each party hereto.


SECTION 7.7.NO THIRD PARTY BENEFICIARIES.  This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity shall
be a third party beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement or any other of the Loan Documents
to which it is not a party.


SECTION 7.8.TIME.  Time is of the essence of each and every provision
of this Agreement and each other of the Loan Documents.


SECTION 7.9.SEVERABILITY OF PROVISIONS.  If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.


SECTION 7.10.COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed to be an original, and all of which when taken together shall constitute
one and the same Agreement.


SECTION 7.11.GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.


SECTION 7.12.ARBITRATION.


(a)Arbitration.  The parties hereto agree, upon demand by any
party, to submit to binding arbitration all claims, disputes and controversies
between or among them (and their respective employees, officers, directors,
attorneys, and other agents), whether in tort, contract or otherwise arising out
of or relating to in any way (i) the loan and related Loan Documents which are
the subject of this Agreement and its negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation,
inducement, enforcement, default or termination; or (ii) requests for additional
credit.


(b)Governing Rules.  Any arbitration proceeding will (i)
proceed in a location in California selected by the American Arbitration
Association ("AAA"); (ii) be governed by the Federal Arbitration Act
(Title 9 of the United States Code), notwithstanding any conflicting choice of
law provision in any of the documents between the parties; and (iii) be
conducted by the AAA, or such other administrator as the parties shall mutually
agree upon, in accordance with the AAA's commercial dispute resolution
procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive
of claimed interest, arbitration fees and costs in which case the arbitration
shall be conducted in accordance with the AAA's optional procedures for large,
complex commercial disputes (the commercial dispute resolution procedures or the
optional procedures for large, complex commercial disputes to be referred to, as
applicable, as the "Rules").  If there is any inconsistency between
the terms hereof and the Rules, the terms and procedures set forth herein shall
control.  Any party who fails or refuses to submit to arbitration following a
demand by any other party shall bear all costs and expenses incurred by such
other party in compelling arbitration of any dispute.  Nothing contained herein
shall be deemed to be a waiver by any party that is a bank of the protections
afforded to it under 12 U.S.C.  91 or any similar applicable state law.


(c)No Waiver of Provisional Remedies, Self-Help and
Foreclosure.  The arbitration requirement does not limit the right of any
party to (i) foreclose against real or personal property collateral; (ii)
exercise self-help remedies relating to collateral or proceeds of collateral
such as setoff or repossession; or (iii) obtain provisional or ancillary
remedies such as replevin, injunctive relief, attachment or the appointment of a
receiver, before during or after the pendency of any arbitration proceeding.
This exclusion does not constitute a waiver of the right or obligation of any
party to submit any dispute to arbitration or reference hereunder, including
those arising from the exercise of the actions detailed in sections (i), (ii)
and (iii) of this paragraph.


(d)Arbitrator Qualifications and Powers.  Any arbitration
proceeding in which the amount in controversy is $5,000,000.00 or less will be
decided by a single arbitrator selected according to the Rules, and who shall
not render an award of greater than $5,000,000.00.  Any dispute in which the
amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of
a panel of three arbitrators; provided however, that all three arbitrators must
actively participate in all hearings and deliberations.  The arbitrator will be
a neutral attorney licensed in the State of California or a neutral retired
judge of the state or federal judiciary of California, in either case with a
minimum of ten years experience in the substantive law applicable to the subject
matter of the dispute to be arbitrated.  The arbitrator will determine whether
or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim.  In any arbitration proceeding the
arbitrator will decide (by documents only or with a hearing at the arbitrator's
discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication.  The arbitrator
shall resolve all disputes in accordance with the substantive law of California
and may grant any remedy or relief that a court of such state could order or
grant within the scope hereof and such ancillary relief as is necessary to make
effective any award.  The arbitrator shall also have the power to award recovery
of all costs and fees, to impose sanctions and to take such other action as the
arbitrator deems necessary to the same extent a judge could pursuant to the
Federal Rules of Civil Procedure, the California Rules of Civil Procedure or
other applicable law.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.  The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.


(e)Discovery.  In any arbitration proceeding discovery will be
permitted in accordance with the Rules.  All discovery shall be expressly
limited to matters directly relevant to the dispute being arbitrated and must be
completed no later than 20 days before the hearing date and within 180 days of
the filing of the dispute with the AAA.  Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.


(f)Class Proceedings and Consolidations.  The resolution of
any dispute arising pursuant to the terms of this Agreement shall be determined
by a separate arbitration proceeding and such dispute shall not be consolidated
with other disputes or included in any class proceeding.


(g)Payment Of Arbitration Costs And Fees.  The
arbitrator shall award all costs and expenses of the arbitration proceeding.


(h)Real Property Collateral; Judicial Reference.
Notwithstanding anything herein to the contrary, no dispute shall be submitted
to arbitration if the dispute concerns indebtedness secured directly or
indirectly, in whole or in part, by any real property unless (i) the holder of
the mortgage, lien or security interest specifically elects in writing to
proceed with the arbitration, or (ii) all parties to the arbitration waive any
rights or benefits that might accrue to them by virtue of the single action rule
statute of California, thereby agreeing that all indebtedness and obligations of
the parties, and all mortgages, liens and security interests securing such
indebtedness and obligations, shall remain fully valid and enforceable.  If any
such dispute is not submitted to arbitration, the dispute shall be referred to a
referee in accordance with California Code of Civil Procedure Section 638 et
seq., and this general reference agreement is intended to be specifically
enforceable in accordance with said Section 638.  A referee with the
qualifications required herein for arbitrators shall be selected pursuant to the
AAA's selection procedures.  Judgment upon the decision rendered by a referee
shall be entered in the court in which such proceeding was commenced in
accordance with California Code of Civil Procedure Sections 644 and 645.


(i)Miscellaneous.  To the maximum extent practicable, the AAA,
the arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the dispute with the
AAA.  No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business or by applicable law or
regulation.  If more than one agreement for arbitration by or between the
parties potentially applies to a dispute, the arbitration provision most
directly related to the Loan Documents or the subject matter of the dispute
shall control.  This arbitration provision shall survive termination, amendment
or expiration of any of the Loan Documents or any relationship between the
parties.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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 B. TA____

   Jill B. Ta

   Vice President