GENERAL SERVICES AGREEMENT


         This GENERAL SERVICES AGREEMENT (this "AGREEMENT") is made as of the
1st day of October, 2000 by and between Vertica Software, Inc., a Colorado
corporation (the "COMPANY") and W. F. Mason & Associates, Inc., a ____________
corporation ("Mason ").

                                    RECITALS

         WHEREAS, the Company desires to retain Mason and Mason desires to be so
retained, subject to the terms, conditions and covenants hereinafter set forth;

         WHEREAS, Mason provides business consulting services, assists new and
existing enterprises as they seek to take full advantage of global marketplace
opportunities, and has relationships with and knowledge of companies and
individuals in the industrial and agricultural chemical industries and sources
of financial investment, and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Mason
hereby agree as follows:

                                    ARTICLE I

                               CONSULTING SERVICES

1.1.     Agreement. The Company hereby retains Mason and Mason hereby accepts
         such engagement, pursuant to the terms and conditions set forth herein;

1.2.     Term. This Agreement commences on October 1, 2000 and ends on December
         31, 2001 (the "CONSULTING Term"). Notwithstanding the provisions of
         this SECTION 1.2, this Agreement may be terminated prior to the
         expiration of the Consulting Term in accordance with the provisions of
         ARTICLE II hereof;

1.3.     Duties of Mason. Mason agrees:

         (a)      Mason will serve as a Consultant and will act as part of the
                  Executive Management Team in assisting the Company in
                  achieving stated goals represented in the Company's Business
                  Plan;


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         (b)      to introduce financing resources to the Company; to introduce
                  the Company to potential sources of revenue and strategic
                  alliances for the Business;

         (c)      to perform such other related duties as the Company may, from
                  time to time, reasonably request.

1.4      Independent Contractor. Mason and the Company expressly acknowledge
         that no employment, partnership or joint venture relationship is
         created by this Agreement, and hereby agree as follows:

         (a)      Mason shall act at all times as an independent contractor
                  hereunder;

         (b)      Neither Mason nor anyone employed by or acting for or on
                  behalf of Mason shall ever be or be construed as an employee
                  of the Company and the Company shall not be liable for taxes
                  respecting Mason or any employee of Mason;

         (c)      Mason shall determine when and how Mason shall perform its
                  services hereunder, providing, however, that Mason provides to
                  the Company, at the beginning of each month, a schedule of the
                  services Mason shall perform during that month, and the
                  Company agrees with that schedule and to those services;

         (d)      Mason and the Company shall take all steps to ensure that
                  Mason is treated as an independent contractor of the Company;

         (e)      The Company shall have the right to conduct inspections and
                  reviews of, and determine satisfactory performance of, the
                  services performed by Mason hereunder;

         (f)      Mason shall provide Mason's own "know-how" and equipment in
                  performing the services; and

         (g)      Mason shall not make any commitment or incur any charge or in
                  the name of the Company without the prior written approval of
                  the Company;

                                   ARTICLE II

                            TERMINATION/ATTORNEY FEES

2.1.     Termination/Attorneys' Fees. In the event of a breach of any provision
         of this Agreement, this Agreement may be immediately terminated by the
         non-breaching party, and the breaching party shall pay to the
         non-breaching party, in addition to any other damages or remedies which
         may be available at law or in equity, all of its attorneys' fees and
         costs reasonably incurred as a result of such breach. In the event this
         Agreement is terminated, the provisions of ARTICLE IV will remain in
         full force and effect in accordance with their terms.

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                                   ARTICLE III

                                  COMPENSATION

3.1      Fees. In consideration for the performance of Mason's services
         hereunder, the Company will compensate Mason as follows:

         (a)      W. F. Mason & Associates shall receive share options valued at
                  $10,000 each month for the term of this Agreement. The options
                  shall vest monthly and the exercise price for the term of this
                  Agreement shall be the closing sale price of Vertica's common
                  stock as of the last day of each month.

         (b)      W. F. Mason and Associates will receive, upon the signing of
                  this Agreement, 176,838 share options at the following
                  exercise prices:

                     Share Options                             Exercise Price
                     -------------                             --------------

                     58,695                                    $ 1.15/share
                     4,444                                     $ 2.25/  "
                     4,000                                     $ 2.50/  "
                     8,000                                     $ 1.25/  "
                     9,416                                     $ 1.062/"
                     9,433                                     $ 1.06/  "
                     10,330                                    $ .968/  "
                     10,672                                    $ .937/  "
                     11,848                                    $ .844/  "
                     50,000                                    $ .49  /  "

                  In the event Mason (or sources originated by Mason) provides
                  to Vertica, by February 28, 2001, an additional $109,645.00 in
                  financing, Mason will receive an additional 200,000
                  unrestricted share options at an exercise price equal to 85%
                  of the closing sale price of Vertica's common stock as
                  reported on the OTCBB on June 1, 2001.

         (c)      W. F. Mason and Associates will receive a fee (the "Fee") of
                  seven percent (7%) of the Qualified Financing and seven
                  percent (7%) of the Qualified Gross Revenue generated
                  resulting from efforts by Mason. Mason agrees to submit,
                  monthly, a list of any claims for compensation under this
                  section.

                           "Qualified Financing" is defined as financing
                           provided to or investment in the Company by sources
                           originated by Mason and which result in closure
                           through efforts made by Mason. This includes stock
                           subscriptions greater than $10,000.00.

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                           "Qualified Gross Revenue" is defined as gross revenue
                           generated by Company where the sources of such
                           revenue are originated by Mason and which result in
                           closure through efforts made by Mason.

                  The Qualified Financing and Qualified Gross Revenue shall
                  continue through the term of the specific transaction
                  concluded, regardless of the earlier termination of this
                  Agreement.

                  In the event the Company is sold, merged into, acquired by or
                  is in any other way transferred in whole or in part to another
                  party or parties, the entire option (or remaining options) in
                  compensation earned or to be earned, as specified above, shall
                  immediately vest and/or be paid.

3.2      Reimbursement of Expenses. In addition to the consideration described
         in SECTION 3.1, the Company shall reimburse Mason for all reasonable,
         necessary and approved expenses incurred by Mason while performing its
         duties under this Agreement, subject to Mason providing documentation
         satisfactory to the Company, and in accordance with SECTION 1.4 (G).
         Until funding, the reimbursement of expenses may be in the form of cash
         or share options, at the Company's discretion. The exercise prices for
         share options shall be the share price as of the last day of each month
         in which the expenses were incurred.

                                   ARTICLE IV

                   PROPRIETARY INFORMATION; NON-SOLICITATION;
                                    REMEDIES

4.1.     Proprietary Information. The parties acknowledge that this Agreement
         creates a relationship of confidence and trust with respect to all
         information of a confidential, proprietary or trade secret nature
         disclosed by or on behalf of the Company or Mason ("PROPRIETARY
         INFORMATION"). Such Proprietary Information includes any material, data
         or information disclosed by the Company or Mason that is not generally
         known or disclosed to the public or to third parties, including,
         without limitation, the following:

         (a)      technical information, including without limitation, computer
                  software, algorithms, processing systems, techniques, new
                  ideas, discoveries, inventions, developments, know-how and
                  trade secrets (whether developed by the Company, Mason or by
                  an affiliate, employee or representative thereof);

         (b)      business information, including without limitation,
                  information relating to costs, pricing, profit margins,
                  markets and suppliers, business plans and projections,
                  financial, accounting, legal and regulatory data, names,
                  addresses and telephone numbers of current or prospective
                  customers and their respective service or product
                  requirements, credit histories and trade names, sales,
                  marketing and advertising plans, prospective or actual
                  strategies, licenses or similar agreements, and other
                  commercial information;

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         (c)      technical and/or business information furnished by third
                  parties to the Company, including prospects, customers,
                  suppliers, licensers, franchisers and vendors; and any other
                  information which the Company reasonably designates should be
                  confidential.

         Each party shall keep all Proprietary Information in confidence and
         shall not at any time, during the Consulting Term or at any time
         thereafter, directly or indirectly disclose, copy, distribute,
         republish or allow access to, any Proprietary Information to anyone, or
         directly or indirectly use any Proprietary Information of the other
         party for its own benefit. Upon termination of this Agreement, or upon
         the request of a party, the other party shall promptly deliver to the
         requesting party all Proprietary Information, as well as all documents
         and materials of any nature pertaining to the services performed by it
         hereunder and all copies thereof in whatever form, and the other party
         shall not retain any documents or materials or copies thereof
         containing any Proprietary Information. Either party shall, upon
         learning of the unauthorized disclosure or use of its Proprietary
         Information or any requirement that it disclose Proprietary Information
         by operation of law, regulation or other legal process, notify the
         other party immediately and in writing, and cooperate fully with the
         other party to protect the other party's Proprietary Information.

4.2.     Non-Solicitation. At all times during the term of this Agreement, and
         for a period of one year following termination, each party agrees that
         it shall not, directly or indirectly, for its or on behalf of any
         person or entity, solicit or contact any employees, customers or
         clients of the other party, for the purpose of inducing them to
         terminate their agreements with the other party or to become employees,
         independent contractors, customers or clients of the party or such
         other person or entity to the competitive detriment of the other party.

4.3.     Remedies. The parties hereby acknowledge and agree that it would be
         very difficult or impossible to measure the damages resulting from a
         breach of this Agreement. The parties hereby further acknowledge and
         agree that the restrictions herein are reasonable and necessary for the
         protection of the goodwill and the business of the parties and that a
         violation by either party of any such covenant will cause irreparable
         damage to the other party. Each party therefore agrees that any breach
         or threatened breach by it of any of the restrictions or provisions of
         this ARTICLE IV shall entitle the other party, in addition to any other
         legal remedy available to it, to apply to any court of competent
         jurisdiction for a temporary and permanent injunction or any other
         applicable decree of specific performance, in order to enjoin such
         breach or threatened breach. The parties understand and intend that
         each covenant, provision and restriction agreed to in this ARTICLE IV
         shall be construed as separate and divisible from every other provision
         and restriction and that the unenforceability of any one provision or
         restriction shall not limit the enforceability, in whole or in part, of
         any other provision or restriction and that one or more of all of such
         provisions or restrictions may be enforced, in whole or in part, as the
         circumstances warrant.

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                                    ARTICLE V

                                  MISCELLANEOUS

5.1.     Indemnity. Mason and the Company hereby agree to defend, indemnify and
         hold harmless the other party and its affiliates, shareholders,
         directors, members, managers, officers, agents, employees,
         representatives, successors and assigns from and against any and all
         claims, demands, causes of action, losses, damages, costs and expenses
         (including, without limitation, litigation costs, reasonable attorneys'
         fees and any appellate bonds) arising out of or relating to: (a) its
         gross negligence or willful misconduct in performing its obligations
         hereunder; or (b) the violation by it of any non-competition,
         non-solicitation or non-disclosure agreement.

         The Company hereby agrees to defend, indemnify and hold harmless Mason
         and its affiliates, shareholders, directors, members, managers,
         officers, agents, employees, representatives, successors and assigns
         from and against any and all claims, demands, causes of action, losses,
         damages, costs and expenses (including without limitation, litigation
         costs, reasonable attorneys' fees and any appellate bonds) arising our
         of or relating to any and all financial projections or representations
         made by company or contained in any Company documents.

5.2.     Notices. All notices or other communications required or permitted
         hereunder shall be in writing and shall be addressed as follows:

         If to William F. Mason & Associates, Inc.:

         William Mason
         106 East Sixth Street
         Suite 900
         Austin, TX 78701

         If to the Company:

         Vertica Software, Inc.


         Attn:  Hans Nehme

         or to such other address or addresses as may hereafter be specified by
         notice given by any of the above to the others. Notices sent in
         accordance with this SECTION 5.2 shall be deemed given (1) the fifth
         day after mailing via certified mail, return receipt requested, or (2)
         the next business day after they are sent by reputable overnight
         courier service.

5.3.     Successors and Assigns. This Agreement shall be binding upon and inure
         to the benefit of the parties hereto and their successors and permitted
         assigns. In the case of the Company, the successors and permitted
         assigns hereunder shall include, without limitation, any affiliate of

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         the Company as well as the successors in interest to such affiliate
         (whether by merger, liquidation (including successive mergers or
         liquidations) or otherwise). This Agreement or any right or interest
         hereunder is one of personal service and may not be assigned by Mason.
         Nothing in this Agreement, expressed or implied, is intended or shall
         be construed to confer upon any person other than the parties and
         successors and assigns permitted by this SECTION 5.3 any right, remedy
         or claim under or by reason of this Agreement.

5.4.     Entire Agreement; Amendments. This Agreement and the Recitals contain
         the entire understanding of the parties hereto with regard to the
         subject matter contained herein, and supersede all prior agreements,
         understandings, term sheets or letters of intent between or among any
         of the parties hereto. This Agreement shall not be amended, modified or
         supplemented except by a written instrument signed by an authorized
         representative of each of the parties hereto.

5.5.     Interpretation. Articles, titles and section headings contained herein
         are inserted for convenience of reference only and are not intended to
         be a part of or to affect the meaning or interpretation of this
         Agreement.

5.6.     Expenses. Each party will pay its own costs and expenses incident to
         the negotiation and preparation of this Agreement and any related
         documentation, including the fees, expenses and disbursements of
         counsel and accountants.

5.7.     Waivers. Any term or provision of this Agreement may be waived, or the
         time for its performance may be extended, by the party or parties
         entitled to the benefit thereof. Any such waiver shall be validly and
         sufficiently authorized for the purposes of this Agreement if, as to
         any party, it is authorized in writing by an authorized representative
         of such party. The failure of any party hereto to enforce at any time
         any provision of this Agreement shall not be construed to be a waiver
         of such provision, nor in any way to affect the validity of this
         Agreement or any part hereof or the right of any party thereafter to
         enforce each and every such provision. No waiver of any breach of this
         Agreement shall be held to constitute a waiver of any other or
         subsequent breach.

5.8.     Partial Invalidity. Wherever possible, each provision hereof shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but in case any one or more of the provisions contained
         herein shall, for any reason, be held to be invalid, illegal or
         unenforceable in any respect, such provision shall be ineffective to
         the extent, but only to the extent, of such invalidity, illegality or
         unenforceability without invalidating the remainder of such invalid,
         illegal or unenforceable provision or provisions or any other
         provisions hereof, unless such a construction would be unreasonable.

5.9.     Execution in Counterparts. This Agreement may be executed in one or
         more counterparts, each of which shall be considered an original
         instrument, but all of which shall be considered one and the same
         agreement, and shall become binding when one or more counterparts have
         been signed by each of the parties hereto and delivered to each of
         Mason and the Company.

5.10.    Governing Law. This Agreement shall be governed by and construed in
         accordance with the internal laws of California.

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



                                            VERTICA SOFTWARE, INC.


                                            By: ________________________________


                                            Title: _____________________________



                                            W. F. MASON & ASSOCIATES, INC.


                                            By: ________________________________



                                            Title:______________________________




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