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                                                                   EXHIBIT 10.22



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               MICROSOFT(R) CERTIFIED SOLUTION PROVIDER AGREEMENT

This Microsoft Certified Solution Provider Agreement (the "MCSP Agreement" or
"Agreement" as defined more fully below) is between the Microsoft Corporation or
that Microsoft subsidiary, affiliate or related company ("MICROSOFT")
specifically identified in the "Country Annex" with respect to a "Territory";
and the Microsoft Certified Solution Provider (the "MCSP") identified in the
signature box in the "Country Annex" and identified in the "Final Invoice", as
those terms are defined below. The terms and conditions of this MCSP Agreement
shall apply to all business entities authorized as Microsoft Certified Solution
Providers at Member Level or Partner Level, including those which are also
Microsoft Certified Technical Education Centers ("Microsoft CTECs", or
"Microsoft CTEC Partner Level Participants", as those terms are defined below).

1.   DEFINITIONS:

The following definitions shall apply to this MCSP Agreement:

"MICROSOFT CERTIFIED SOLUTION PROVIDER" OR "MCSP" shall mean the business entity
which has met all requirements set out by MICROSOFT in this MCSP Agreement
(including, but not limited to, those specified in the MSCP Program Guide);
which has been accepted by MICROSOFT as an MCSP in the manner established in
this MSCP Agreement; and which provides the Services (defined below), maintains
full-time, exclusive relationships with the Microsoft Certified Professionals
(defined below) specified in the MCSP Program Guide, and/or has exclusive rights
to a software product with respect to which Microsoft has granted MCSP the right
to use either the "Designed for Microsoft BackOffice" logo or the "Microsoft
Certified for Windows" logo (respectively, a "BackOffice Logo Product", or a
"Windows Logo Product") in accordance with Microsoft's relevant logo agreements,
as identified in the MCSP Program Guide.

"MCSP AGREEMENT" OR "AGREEMENT" shall mean, collectively, this Microsoft
Certified Solution Provider Agreement, including but not limited to, the Country
Annex, the MCSP Program Guide, the Final Invoice (once its acceptance is
indicated by MCSP), and, as applicable, the Site Annex, the Microsoft Certified
Technical Education Center Addendum, the Microsoft CTEC Program Guide, the
Business Profile (once it is submitted by MCSP), and any other applicable
annexes, addenda and program guides, all as may be amended from time to time.
The Site Annex, the Country Annex, and the MCSP Program Guide are attached and
incorporated herein by reference.

"MCSP PROGRAM GUIDE" shall mean the program guide which contains the specific
MCSP Member or Partner Level requirements and benefits. The MCSP Program Guide
may be subject to change from time to time, at MICROSOFT's sole discretion.

"FINAL INVOICE" shall mean the invoice provided in the MCSP which identifies the
MCSP and indicates the proper Microsoft Certified Solution Provider fee (and, if
the MCSP is also a Microsoft CTEC, the Microsoft CTEC fee) for the Sites and
Territory. All renewing and newly enrolling MCSPs and Microsoft CTECs must
indicate their acceptance of that invoice and submit the appropriate fees by one
of the means specified thereon or herein.

"TERRITORY" shall mean the territory specifically set forth in the Country
Annex.

"SITES" shall mean (1) separate legal entities owned and controlled by the MCSP
or which, together with the MCSP, are under the common ownership and control of
a third party, or (2) the additional divisions or offices of the MCSP which are
not located at the MCSP's principal place of business. Unless otherwise
provided, the term "MCSP" in this Agreement shall be deemed to include any Sites
specified in the "Site Annex".

"EFFECTIVE DATE" shall mean the date of transmission of MICROSOFT's electronic
mail notification of acceptance to a new MCSP or renewing MCSP, which shall be
confirmed by a written letter delivered within a Welcome Kit.

"TERM" shall mean the period from the Effective Date to and through December 31,
2000, and any subsequent one-year renewal terms as described in Section 3 below.

"SERVICES" shall mean computer-related technical services provided to third
parties, from which the MCSP must derive that percentage of its total revenues
specified in the MCSP Program Guide.

"MICROSOFT CERTIFIED PROFESSIONAL" shall mean an individual who has been
certified by MICROSOFT, or a third party authorized by MICROSOFT, as a Microsoft
Certified Professional, Microsoft Certified Systems Engineer, Microsoft
Certified Solution Developer, Microsoft Certified Trainer, or such other
certified professional designations as MICROSOFT may establish.

"MCSP PARTNER LEVEL PARTICIPANT" shall mean a Microsoft Certified Solution
Provider which has been approved to be upgraded to the MCSP Partner Level and
which must fulfill the additional requirements set forth in the MCSP Program
Guide and established by the local MICROSOFT field office.
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"MICROSOFT CTEC" shall mean a Microsoft Certified Solution Provider which
MICROSOFT has approved as a Microsoft Certified Technical Education Center and
which shall provide the training services as more fully defined and described
in the Microsoft Certified Technical Education Center Addendum and Microsoft
CTEC Program Guide.

"MICROSOFT CTEC PARTNER LEVEL PARTICIPANT" shall mean a Microsoft Certified
Solution Provider which MICROSOFT has approved to be upgraded to the Microsoft
CTEC Partner Level and which must fulfill additional requirements set forth in
the Microsoft CTEC Partner Level Program Guide and established by the local
MICROSOFT field office.

"MICROSOFT CTEC PROGRAM GUIDE" AND "MICROSOFT CTEC PARTNER LEVEL PROGRAM GUIDE"
shall have the meanings defined in the Microsoft Certified Technical Education
Center Addendum. The Microsoft CTEC Program Guide and Microsoft CTEC Partner
Level Program Guide may be subject to change from time to time, at MICROSOFT's
sole discretion.

"WELCOME KIT" shall collectively mean the MCSP Welcome Kit, the MCSP Partner
Level Welcome Kit, the Microsoft CTEC Welcome Kit, and the Microsoft CTEC
Partner Level Welcome Kit.

"MCSP WELCOME KIT" shall mean the kit provided upon acceptance into the MCSP
program that includes the first set of products and other program specific
materials.

"MICROSOFT CTEC WELCOME KIT" shall mean the kit provided upon acceptance into
the Microsoft CTEC program that contains materials to assist the new Microsoft
CTEC with the program.

"MICROSOFT CTEC PARTNER LEVEL WELCOME KIT" shall mean the kit provided upon
acceptance into the Microsoft CTEC Partner Level program that contains
materials to assist the new Microsoft CTEC Partner Level Participant with the
program.

"MCSP PARTNER LEVEL WELCOME KIT" shall mean the kit provided upon acceptance
into the MCSP Partner Level program.

"IDENTITY KIT" shall mean the guidelines governing the use and placement of any
and all MCSP and/or Microsoft CTEC program logos. The identity Kit shall be
provided to each approved MCSP and Microsoft CTEC with the applicable Welcome
Kit.

"PRODUCTS" shall mean those Microsoft software products which the MCSP is
licensed to use under this MCSP Agreement, as well as other software products
which Microsoft Corporation or an authorized Microsoft subsidiary may, from
time to time, license the MCSP to use, but excluding any Beta Software (defined
below).

"BETA SOFTWARE" shall mean any pre-release Territory-specific version of
certain Microsoft software products together with any associated media, printed
materials, and "online" or electronic documentation and related information,
which MICROSOFT may elect, at its sole discretion, to deliver to MCSP.

2.   APPOINTMENT

Subject to MICROSOFT's final approval of any new applicant or renewing MCSP,
which shall depend upon MCSP's compliance with the obligations and requirements
established by MICROSOFT for participation in the Microsoft Certified Solution
Provider program, and shall be indicated by delivery of MICROSOFT's electronic
mail notification of acceptance and confirmed by a written letter delivered with
the MCSP Welcome Kit, MICROSOFT hereby appoints the MCSP as a non-exclusive
Microsoft Certified Solution Provider at the Member Level in the Territory, and
the MCSP accepts such appointment. The MCSP understands and agrees the MICROSOFT
has the right but not the obligation, on a non-exclusive basis, to upgrade the
MCSP to the MCSP Partner Level and/or approve the MCSP as a Microsoft CTEC or
Microsoft CTEC Partner Level Participant. If the MCSP is upgraded to the MCSP
Partner Level and/or is approved to be a Microsoft CTEC or Microsoft CTEC
Partner Level Participant, then the MCSP shall be required to meet certain
additional requirements and obligations and shall receive the additional
benefits related to such appointments or upgrades.

3.   TERM AND TERMINATION

A.   Term: This Agreement shall take effect on the Effective Date and, unless
earlier terminated as provided herein, shall continue until December 31, 2000.
Any renewal terms shall be for additional periods of one year each, provided
that i) the MCSP continues to meet any and all MCSP obligations and
requirements, including but not limited to, timely payment of any applicable
program fees hereto, and ii) the MCSP accepts and agrees to any and all
changes, if any, in the terms and conditions of this Agreement. Any renewal
term is conditioned on MICROSOFT's final approval, which shall be indicated by
delivery of MICROSOFT's electronic mail notification of acceptance and
confirmed by a written letter delivered within the MCSP Welcome Kit. If
renewing MCSP does not receive MICROSOFT's final approval, this Agreement shall
expire. Upon expiration or earlier termination of this Agreement, all rights
and benefits granted by this Agreement shall revert to MICROSOFT and the MCSP
shall immediately cease use of and destroy (i) any Products and Beta Software
(ii) all internal use and training licenses, (iii) MSDN, TechNet, and TechNet
Plus licenses, (iv) if applicable, any licenses granted under the Microsoft
Internal Use Product Program, (v) Beta Software licenses and (vi) the Microsoft
Certified Solution Provider
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      logo and any other MICROSOFT logos, and shall cease to represent itself
      as a Microsoft Certified Solution Provider. Additionally, the MCSP shall
      immediately destroy any and all Product and Beta Software media and
      materials in the MCSP's possession or control. Termination and/or
      expiration of this Agreement shall immediately terminate the Microsoft
      CTEC Addendum and any other applicable addenda and terminate any
      appointment of MCSP as an MCSP (Partner Level), Microsoft CTEC and/or
      Microsoft CTEC Partner Level Participant.

B.    Termination Without Cause: Either party shall have the right to terminate
      this Agreement at any time, without cause and without the intervention of
      the courts, on the delivery of thirty (30) calendar days' (Japan only:
      sixty (60) calendar days') prior written notice. Neither party shall be
      responsible to the other for any costs or damages resulting from the
      termination of this Agreement.

C.    Immediate Termination With Cause: Unless otherwise prohibited by law and
      without prejudice to MICROSOFT's other rights or remedies, MICROSOFT
      shall have the right to immediately terminate this Agreement, without
      prior written notice to MCSP, in the event that any of the following
      occurs:
            1. If MCSP breaches Section 6A of this Agreement;
            2. If MCSP pirates any MICROSOFT products, or otherwise engages in
            misappropriation or unauthorized disclosure of any trade secret or
            confidential information of MICROSOFT, or infringes any other
            intellectual property right of MICROSOFT, or engages in any other
            activities which the laws of the Territory prohibit; or
            3. If MCSP sells, transfers or assigns a significant portion of
            stock to a third party or enters into any transaction which results
            in MCSP's loss of management control over MCSP's organization.

D.    Termination With Cause: Without prejudice to MICROSOFT's other rights or
      remedies, MICROSOFT shall have the right to terminate this Agreement
      immediately in the event that one or more of the following occurrences
      remains not cured for a period of thirty (30) calendar days (Japan only:
      sixty (60) calendar days) after MCSP has received notice from MICROSOFT
      that such occurrence constitutes a breach of the Agreement;
            (1) If the MCSP makes any assignment for the benefit of creditors,
            files a petition in bankruptcy, or is adjudged bankrupt or becomes
            insolvent, or is placed in the hands of a receiver. The equivalent
            of any of these proceedings or acts, through known and/or designated
            by some other name or term in the Territory, shall likewise
            constitute grounds for termination of this Agreement; or
            (2) If the MCSP breaches any other terms or conditions of this
            Agreement.

E.    Termination of Sites: Upon the expiration or earlier termination of this
      Agreement, all Sites authorized herein shall also be terminated. Within
      thirty (30) calendar days (Japan only: sixty (60) calendar days) from the
      effective date of any termination or expiration of the Agreement, such
      Sites may apply independently for authorization to become a Microsoft
      Certified Solution Provider.

4.    MCSP SITES

      Upon MCSP's request, MICROSOFT may approve the Sties indicated on the Site
      Annex as additional Microsoft Certified Solution Providers, provided that
      such Sites are also located in the Territory and each individually meets
      the MCSP Member Level requirements, and provided that the MCSP shall be
      responsible for paying the additional fees arising from the addition of
      each Site. If the Site is a separate legal entity, MCSP herein
      unconditionally and irrevocably guarantees the payment and performance of
      that Site under the terms and conditions of this Agreement.

5.    PAYMENT

During the initial Term and any renewal Terms, the fee for the appointment as a
Microsoft Certified Solution Provider under this Agreement shall consist of per
annum payments as follows:

A.    The Microsoft Certified Solution Provider fee which is the amount
      determined by the fee schedule set forth in Table 1 of the Program Guide,
      and indicated in the Final Invoice; and

B.    The Site fee, which will vary depending on the number of Sites, is the
      amount determined by the fee schedule set forth in Table 1 of the Program
      Guide, and indicated in the Final Invoice.

      With respect to any renewing Microsoft Certified Solution Provider, all
      fees due under this Agreement shall be received by MICROSOFT by the date
      indicated in the MCSP Program Guide for the applicable renewal Term. The
      MCSP understands and agrees that if it is appointed as a Microsoft CTEC,
      it shall be required to pay the Microsoft CTEC fee in a timely manner.
      Any fee payments shall be submitted without any deduction whether by
      set-off, counterclaim or otherwise.

6.    MCSP RESPONSIBILITIES AND OBLIGATIONS

A.    Trademarks/Logos/Registered Marks: Nothing in this Agreement shall be
      construed as granting the MCSP with a license to use MICROSOFT's
      trademarks, trade names, or logos other than in the following manner: the
      MCSP is a "Microsoft


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     Certified Solution Provider," (or, if applicable, "Microsoft Certified
     Solution Provider Partner,") or as is otherwise indicated in the Microsoft
     Certified Technical Education Center Addendum. The specific guidelines
     concerning the size, placement and use of the Microsoft Certified Solution
     Provider name and logo are set forth in the Identity Kit. The MCSP shall
     use the appropriate trademark symbol (either "TM" [Standard trademark] or
     "(R)" [Registered trademark] in a superscript following the Product name)
     whenever a Product name is mentioned in any advertisement, brochure, or
     material circulated or published in any form whatsoever by the MCSP. The
     appropriate trademark symbol must be used in conjunction with references to
     each Product in all the MCSP's circulations or publications. MICROSOFT
     reserves the right to (1) review and approve all such trademark service
     names, trade names and logos MCSP uses, and (2) to amend any Microsoft
     trademarks, trade names, service marks or logos and agrees to notify the
     MCSP of any such amendments that are relevant to the MCSP's business. MCSP
     shall not, at any time, use or register any name, trademark, service mark,
     logo or symbol which may be confusingly similar to any Microsoft or
     Microsoft Corporation trademark, trade name, logo, symbol or product name.

B.   Reporting: Upon MICROSOFT's request, the MCSP shall provide sales and
     service reports, using such forms as MICROSOFT shall from time to time
     provide, and deliver such reports to MICROSOFT at the address indicated on
     the reporting form. The MCSP warrants that such reports shall be true and
     correct to the best of its knowledge and belief.

C.   Membership Application and Profile: MCSP represents and warrants that all
     the information provided on any registration or application form including,
     without limitation, its Member Application and/or Profile is, in all
     material respects, true and correct to the best of its knowledge and
     belief, and warrants that the information will continue to be so during the
     term of this Agreement unless otherwise notified in writing by MCSP to
     MICROSOFT. Should there be any changes in such information during the
     course of this Agreement, MCSP agrees to promptly inform MICROSOFT in
     writing giving details of such changes.

D.   Microsoft Certified Professionals: The MCSP agrees that it shall at all
     times employ the number and types of MCPs as set forth in the MCSP Program
     Guide and, if applicable, the Microsoft CTEC Program Guide.

E.   BackOffice Logo and Windows Logo Products. The MCSP agrees that if it has
     been granted the right to use either the "Designed for Microsoft
     BackOffice" logo or the "Microsoft Certified for Windows" logo with respect
     to any software product to which MCSP holds exclusive rights, it shall at
     all times use the relevant logo only in accordance with Microsoft's
     relevant logo agreements, as identified in the MCSP Program Guide.

F.   Service Estimate: The MCSP shall use its best efforts to realize that
     certain percentage of its gross revenues specified in the MCSP Program
     Guide from the provision of Services. The percentage of gross revenues
     shall be computed from total revenues derived from Services provided to
     third parties, and shall not include any services, support, training or
     product distribution provided to any of the MCSP's Sites.

G.   Piracy: MCSP shall use its best efforts to prevent the unauthorized
     duplication or pirating of the Products, and shall take all available steps
     to protect MICROSOFT in the Territory against piracy or other infringement
     of any copyright or trademark, and the misappropriation or unauthorized
     disclosure of any trade secret or confidential information of MICROSOFT,
     and to protect MICROSOFT's right, title and interest in and to the
     Products. MCSP shall promptly notify MICROSOFT of any infringement in the
     Territory of any copyright or of any trademark of MICROSOFT, or of any
     misappropriation or unauthorized disclosure of any trade secret or
     confidential information of MICROSOFT.


7.   MICROSOFT RESPONSIBILITIES AND OBLIGATIONS

A.   MICROSOFT License Grants for Internal and Marketing Use: For internal and
     marketing uses only, MICROSOFT hereby grants to the MCSP, including each
     Site listed in the Site Annex, a non-exclusive, non-transferable,
     royalty-free, terminable license to make and use the following:

          (1)  The number of authorized copies of the Products as set forth in
          the MCSP Program Guide. In all cases, MCSP's use of the authorized
          copies of each Product is subject to the additional terms and
          conditions of that Product's corresponding End User License Agreement,
          including but not limited to, any limitations of liability and
          disclaimers of warranties; except that MCSP may not resell, transfer,
          or assign the authorized copies to any third party. MICROSOFT reserves
          the right to change the Products and/or the number of authorized
          copies licensed above and as may be provided through the Microsoft
          Internal Use Product Program, from time to time and in its sole
          discretion; and

          (2)  The terms of this grant of authorization for copies of the
          Products amend the conflicting terms of any End User License
          Agreements to the extent of any conflict; however, the provisions of
          such End User License Agreements otherwise remain in full force and
          effect.

B.   Training Use Licenses: The MCSP, at its sole cost and expense, may offer
     training to customers on "Microsoft Desktop Products", as defined in the
     MCSP Program Guide. MICROSOFT hereby grants the MCSP permission to make the
     number of authorized copies set forth in the MCSP Program Guide for the
     sole purpose of providing training on the Microsoft Desktop Products.
     Training use of the Products is subject to the following conditions: (i)
     the MCSP may only reproduce the Products for which the MCSP conducts
     training classes; (ii) the MCSP agrees to be bound by the terms of the
     Microsoft End User License Agreement for each copy, except that such
     Product shall not be resold, transferred, or
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     assigned to a third party, (iii) the MCSP shall strictly control use of any
     authorized copies in accordance with the End User License Agreement; (iv)
     all authorized copies of the Products shall be true and complete authorized
     copies, including all copyright and trademark notices; and (v) upon
     completion of training conducted outside of the MCSP's own premises, the
     MCSP shall destroy all such training use copies installed outside of the
     MCSP's own premises.

C.   Product Support:  The MCSP may receive the product support benefits set
     forth in the MCSP Member Program Guide and, if applicable, the Microsoft
     CTEC Program Guide. The specific terms and conditions relating to use of
     product support shall be as specified under the terms of a separate product
     support agreement between the MCSP and MICROSOFT.

D.   Advertising and Promotional Materials: MICROSOFT may, in its sole
     discretion, reference the MCSP in advertising and promotional materials in
     connection with the sale and promotion of the Products. Uses of the MCSP's
     name and other Profile information provided by MCSP include, but are not
     limited to: lists of MCSPs for customer information, and advertising of the
     Microsoft Certified Solution Provider program containing the MCSP's name.
     When a specific advertisement or promotion containing only the MCSP's name
     is planned, MICROSOFT will obtain the MCSP's written permission before such
     use. MICROSOFT shall also obtain the MCSP's written permission before use
     of any logo of the MCSP.

E.   Changes in the MCSP Agreement Features: The MCSP understands that MICROSOFT
     may expand, change the scope or contents of, and/or eliminate, any benefits
     offered under the Microsoft Certified Solution Provider program, including
     but not limited to expanding, changing the scope or contents of and/or
     eliminating the MCSP Program Guide and, if applicable, the Microsoft CTEC
     Program Guide, and the Microsoft CTEC Partner Level Program Guide. In the
     event that MCSP is dissatisfied with any changes MICROSOFT makes to any
     program features, MCSP may terminate this Agreement in accordance with
     Section 3.B, but will have no other recourse against MICROSOFT.

8.   BETA SOFTWARE

     MICROSOFT, at its sole discretion, may periodically provide Beta Software
     to the MCSP through the Microsoft TechNet Plus program. Any such Beta
     Software delivered through the Microsoft TechNet Plus program shall be
     licensed to and used by MCSP only in accordance with those terms and
     conditions established by MICROSOFT for TechNet Plus licensees, including,
     but not limited to the terms and conditions of the "Microsoft Corporation
     Master License Agreement for Beta Software (TechNet Plus)" (the "TechNet
     Plus Beta License"). If, at the sole discretion of MICROSOFT, any Beta
     Software is provided to MCSP through other channels, such Beta Software may
     be accompanied by an online Microsoft End User License Agreement ("EULA")
     included in the set-up procedure, in which case such Beta Software
     Product-specific EULA shall supersede the terms of the TechNet Plus Beta
     License only to the extent of any inconsistency and only with regard to the
     Beta Software Product accompanying such EULA. With regard to terms that are
     not inconsistent, or in the absence of such Beta Software Product-specific
     EULA, the TechNet Plus Beta License shall control. The MCSP understands and
     agrees that the Beta Software may be used only by the MCSP and its
     employees and that it is not entitled to receive any particular Beta
     Software or any commercial release version of any Beta Software. The Beta
     Software provided herein may not contain all features ultimately included
     in the commercial release version of the software product and may contain
     features that will disable it at the end of the license period. MICROSOFT
     will not provide any product support for the Beta Software.

9.   AUDIT

Each MCSP, and where relevant, each Site, shall keep all usual and proper books
     and records pertaining to reproduction and use of the Products. During the
     Term of this Agreement, MICROSOFT and/or its designated representatives,
     shall have the right to audit (including by inspecting and copying any such
     books and records) the MCSP or any Sites, in order to verify its or their
     compliance with the terms of this Agreement, including restrictions on
     reproduction and use of the Products and Beta Software. MICROSOFT shall
     conduct such audits during the MCSP's normal business hours and in such a
     manner as not interfere unreasonably with MCSP's normal business
     operations. MICROSOFT may conduct such audits from time to time, as
     MICROSOFT deems necessary, but shall use any information obtained or
     observed during the course of the audit solely for the purposes of
     determining (i) whether the MCSP or Site is reproducing and using any
     Products or Beta Software in compliance with the terms of this Agreement,
     and is otherwise in compliance with this Agreement and any applicable laws;
     and (ii) of enforcing its rights under this Agreement and any applicable
     laws. Except to the extent necessary to enforce its rights, Microsoft and
     its representatives will hold all such information in confidence.

10.  CONFIDENTIALITY

     Except as otherwise provided herein, each party expressly undertakes to
     retain in confidence all information and know-how transmitted or disclosed
     to the other that the disclosing party has identified as being proprietary
     and/or confidential or that, by the nature of the circumstances surrounding
     the disclosure, ought in good faith to be treated as proprietary and/or
     confidential, and expressly undertakes to make no use of such information
     and know-how except under the terms and during the existence of this
     Agreement. However, neither party shall have an obligation to maintain the
     confidentiality of information that (i) it received rightfully from a third
     party prior to its receipt from the disclosing party; (ii) the disclosing
     party has disclosed to a third
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party without any obligation to maintain such information in confidence; or
(iii) is independently developed by the obligated party. Further, either party
may disclose confidential information as required by governmental or judicial
order, provided such party gives the other party prompt written notice prior to
such disclosure and complies with any protective order (or equivalent) imposed
on such disclosure. Each party shall treat all MICROSOFT product adaptation
materials as confidential information and shall not disclose, disseminate, or
distribute such materials to any third party without the other's prior written
permission. Each party's obligation under this Section shall extend to the
earlier of such time as the information protected hereby falls into the public
domain through no fault of the obligated party of five (5) years following
termination or expiration of this Agreement.

11.  NEW PRODUCTS

Notwithstanding any other provisions of this Agreement, MICROSOFT may elect any
time during the term of the Agreement to announce new MICROSOFT Products to
which the terms and conditions of this Agreement may not apply. New versions,
updates, and maintenance releases of existing titles are not considered new
MICROSOFT Products.

12.  NO IMPLIED OR STATUTORY WARRANTIES; ANY WARRANTIES MUST BE DELIVERED IN A
LICENSE AGREEMENT; DISCLAIMERS

Except for any limited express warranties (if any) provided to MCSP by any
applicable license agreement accompanying the Products or Beta Software (the
"Limited Warranty"), no other warranties are made by MICROSOFT with respect to
any Products or Beta Software, Welcome Kits, any program guides, or any other
services or materials provided by MICROSOFT to MCSP as part of or under this
Agreement (collectively, "Microsoft Materials"). EXCEPT FOR ANY SUCH LIMITED
WARRANTIES (IF ANY) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
MICROSOFT PROVIDES THE MICROSOFT MATERIALS "AS IS" AND "AS AVAILABLE", AND,
WITH RESPECT TO THE MICROSOFT MATERIALS, HEREBY DISCLAIMS ALL WARRANTIES,
CONDITIONS, OR DUTIES OF ANY NATURE WHATSOEVER (except any duties of good
faith), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, ANY STATUTORY OR EXPRESS WARRANTIES (other
than any Limited Warranty), AND FOR A PARTICULAR PURPOSE, ANY STATUTORY OR
EXPRESS WARRANTIES (other than any Limited Warranty), AND ANY WARRANTIES OR
DUTIES REGARDING ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, WORKMANLIKE
EFFORT, LACK OF NEGLIGENCE OR VIRUSES OR INTERRUPTED SERVICE. FURTHER, THERE IS
NO WARRANTY OF TITLE, ENJOYMENT, OR LACK OF INFRINGEMENT, OR THAT THE PROVISION
OR OPERATION OF ANY MICROSOFT MATERIALS WILL BE TIMELY OR UNINTERRUPTED.
Neither MCSP nor any of its employees or agents shall have the right to make
any representation, warranty, or promise or to give any instructions for use of
any Product or other Microsoft Materials which instruction is not contained on
the Product label or container, or expressly authorized by Microsoft
Corporation in a writing.

13.  EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT
BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF
PRIVACY, FOR FAILURE TO MET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE
CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OF OTHER LOSS WHATSOEVER),
ARISING OUT OF OR IN ANY WAY RELATED TO THE MICROSOFT MATERIALS, EVEN IF
MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.  LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

Subject to applicable law and notwithstanding any damages that MCSP may incur
for any reason whatsoever, (including without limitation, all damages referenced
in Section 13 above and all direct or general damages), THE ENTIRE LIABILITY OF
MICROSOFT UNDER ANY PROVISION OF THIS AGREEMENT, OR UNDER ANY LIMITED WARRANTY,
OR WITH RESPECT TO THE MICROSOFT MATERIALS, AND MCSP'S EXCLUSIVE REMEDY AGAINST
MICROSOFT (except for any remedy of repair or replacement elected by MICROSOFT
or any other person under any Limited Warranty), SHALL BE LIMITED TO THE
GREATER OF THE AMOUNT ACTUALLY PAID BY MCSP FOR THAT PORTION OF THE MICROSOFT
MATERIALS THAT CAUSES THE DAMAGE OR FIVE DOLLARS (US $5.00). The foregoing
limitations, exclusions and disclaimers (including Sections 12 and 13, above)
shall apply to the maximum extent permitted by applicable law, even if any
remedy fails of its essential purpose.

15.  MCSP WARRANTIES AND INDEMNITIES

A.  Warranties: MCSP hereby represents and warrants for itself and its Sites as
    listed in the "Site Annex" to MICROSOFT as follows:
<PAGE>   7
                                                                          Page 7

          (1)  That all activities it undertakes as a Microsoft Certified
               Solution Provider, including any and all services it offers or
               provides under that designation, shall be performed with due
               care and skill, in compliance with any and all applicable laws
               in the Territory, and in a manner which will not in any way,
               directly or indirectly, bring that designation (or any other
               designation, name or mark with which MICROSOFT is associated)
               into dispute. In particular, but without limiting the foregoing,
               MCSP shall deal in a reasonable manner with any end user
               complaint concerning a product or service it provides or
               performs. MCSP shall be deemed to have acted reasonably
               concerning any such complaint if it responds to it promptly and
               in good faith, and assists MICROSOFT to honor the terms and
               conditions of the End User License Agreement applicable to any
               Product which may be related to the subject of the complaint.

          (2)  That the representatives of MCSP who have signed (or otherwise
               indicated acceptance of) this Agreement, electronically or
               otherwise, are the authorized representatives of MCSP duly
               empowered to act on behalf of the MCSP and to make the Agreement
               legally binding on the MCSP. MCSP hereby further represents and
               warrants that it has had an opportunity to thoroughly review all
               terms and conditions of the Agreement, including but not limited
               to, the materials available on the web site that contains this
               Agreement, the Country Annex, the MCSP Program Guide, and, as
               applicable, the Site Annex, the Microsoft Certified Technical
               Education Center Addendum, the Microsoft CTEC Program Guide,
               and any other applicable annexes, addenda and program guides.

          (3)  That all information provided (a) during the online and/or
               off-line contracting process, (b) in the MCSP application,
               and/or (c) in the Agreement is true and correct.

B.   Indemnities. MCSP hereby agrees to defend, indemnify and hold MICROSOFT,
     its successors and parents, subsidiaries and affiliates and its and their
     employees, officers and directors, harmless from and against any loss,
     damage, costs or expenses (including reasonable attorney's fees) arising
     out of or in any way connected with performance of the services,
     obligations or rights, or from the acts or omissions of the MCSP (or any
     of its agents or employees) in connection with this Agreement.

16.  U.S. GOVERNMENT LICENSE RIGHTS

All Products provided to the U.S. Government pursuant to solicitations issued
on or after December 1, 1995, are provided with the commercial license rights
and restrictions described elsewhere herein. All Products provided to the U.S.
Government pursuant to solicitations issued prior to December 1, 1995 are
provided with "RESTRICTED RIGHTS" as provided for in FAR, 48 C.F.R. 52.227-14
(June 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. MCSP shall
be responsible for ensuring that all Products are marked with the "Restrictive
Rights Notice" or "Restricted Rights Legend", as required. All rights not
expressly granted are reserved.

17.  EXPORT RESTRICTIONS

All Products, Services (including, but not limited to any Microsoft CTEC
Services) are subject to the export control laws and regulations of the United
States. MCSP agrees that neither MCSP nor its customers intend to or will,
directly or indirectly: (i) export or transmit any Product, Services
(including, but not limited to any Microsoft CTEC Services) to any country to
which such export or transmission is restricted by any applicable U.S.
regulation or statute (currently including, but not limited to Cuba, Iran,
Iraq, Libya, North Korea, Sudan, Syria, and Yugoslavia), without the prior
written consent, if required, of the Bureau of Export Administration of the
U.S. Department of Commerce, or such other governmental entity as may have
jurisdiction over such export or transmission; (ii) provide any Product or
Services (including, but not limited to any Microsoft CTEC Services) in any
manner to any customer, or end user whom MCSP or its customer knows or has
reason to know will utilize such Product or Services (including, but not
limited to any Microsoft CTEC Services) in the design, development or
production of nuclear, chemical or biological weapons, or (iii) to any end user
who has been prohibited from participating in U.S. export transactions by any
federal agency of the U.S. government.

18.  GENERAL

A.   Notices. Except as otherwise provided, all notices, authorizations, and
     requests in connection with this Agreement shall be in a writing or other
     record that is signed, electronically or otherwise, and shall be deemed
     received two business days after transmission by email or facsimile, five
     business days after being deposited in the mail (prepaid) for delivery in
     the same country, or ten business days after being deposited in the mail
     (prepaid) for delivery between different countries, at the addresses set
     forth in the Final Invoice or to such other address as the party to
     receive the notice so designates by written notice to the other.

B.   Entire Agreement. This Agreement shall constitute the entire agreement
     between the parties with respect to the subject matter hereof and
     supersedes all prior and contemporaneous communications including all
     prior and current Microsoft Certified Solution Provider Agreements.
     EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SHALL ONLY BE AMENDED
     IN WRITING OR IN A RECORD THAT IS SIGNED ELECTRONICALLY OR OTHERWISE.

<PAGE>   8

C.      Governing Law; Attorneys' Fees. This Agreement shall be governed by the
        laws of the country in which MICROSOFT has its principal place of
        business. If either MICROSOFT or the MCSP employs attorneys to enforce
        any rights arising out of or relating to this Agreement, the primarily
        prevailing party shall be entitled to recover reasonable costs and
        attorney's fees.

D.      Severability. If a particular provision of this Agreement is terminated
        or held by a court of competent jurisdiction to be invalid, illegal, or
        unenforceable, this Agreement shall remain in full force and effect as
        to the remaining provisions.

E.      No Waiver. No waiver of any breach of any provisions of this Agreement
        shall constitute a waiver of any prior, concurrent, or subsequent
        breach of the same or any other provisions hereof, and no waiver shall
        be effective unless made in writing and signed by an authorized
        representative of the waiving party.

F.      No Partnership or Other Legal Organization. Neither this Agreement, nor
        any terms and conditions contained herein, shall be construed as
        creating a partnership, joint venture, franchise or agency relationship.
        The MCSP expressly acknowledges and agrees that as used in this
        Agreement and the Microsoft Certified Solution Provider program, the
        designations "Partner" or "Partner Level" or the like are intended to
        indicate a level within the program but not a legal partnership, joint
        venture, or other legal organization or entity.

G.      No Agency. The MCSP agrees that it shall inform its customers that the
        MCSP is an independent business from MICROSOFT, and that it shall not
        hold itself out as an agent of MICROSOFT, or attempt to bind MICROSOFT
        to any third party agreement.

H.      Survival of Terms. Sections 8B, 10, 12, 13, 14, 15, 16, 17 and 18 and
        the terms of the Country Annex shall survive the expiration or earlier
        termination of this Agreement.

I.      No Assignment. This Agreement, and any rights or obligations hereunder,
        shall not be assigned, sublicensed, or subcontracted by the MCSP,
        without MICROSOFT's prior written consent.

J.      Agreement is Subject to Authorized Completion and Approvals. CONDITIONS
        TO MICROSOFT APPROVAL OF THE MCSP OR THIS AGREEMENT INCLUDE, BUT ARE NOT
        LIMITED TO THE FOLLOWING: AN AUTHORIZED REPRESENTATIVE OF ANY NEWLY
        ENROLLING OR RENEWING MCSP MUST ACCURATELY COMPLETE THIS MCSP AGREEMENT
        AND ALL REQUIRED INFORMATION IN THE BUSINESS PROFILE AND SIGN
        (ELECTRONICALLY OR OTHERWISE) OR OTHERWISE ACCEPT ALL TERMS AND
        CONDITIONS OF THIS AGREEMENT. AN AUTHORIZED REPRESENTATIVE OF THE MCSP
        MUST THEN INDICATE ACCEPTANCE OF THE FINAL INVOICE (ELECTRONICALLY OR
        OTHERWISE) AND SUBMIT PAYMENT OF THE APPROPRIATE FEES TO MICROSOFT.

        THE MCSP AND MICROSOFT AGREE THAT NO BINDING AGREEMENT (INCLUDING ANY
        RENEWAL) SHALL BE FORMED UNTIL MICROSOFT HAS FINALLY APPROVED MCSP AS A
        MICROSOFT CERTIFIED SOLUTION PROVIDER. MICROSOFT'S APPROVAL SHALL ONLY
        BE EVIDENCED BY DELIVERY BY MICROSOFT OF ELECTRONIC MAIL NOTIFICATION
        OF ACCEPTANCE, WHICH IS CONFIRMED IN A WRITTEN LETTER DELIVERED BY
        MICROSOFT TO A NEW OR RENEWING MCSP WITHIN A MCSP WELCOME KIT. THE
        PARTIES AGREE THAT NO OTHER ACT BY MICROSOFT SHALL CONSTITUTE ITS
        ACCEPTANCE OF THIS AGREEMENT OR ITS APPROVAL OF THE MCSP, INCLUDING BUT
        NOT LIMITED TO THE CASHING OF THE MCSP'S CHECK OR ANY OTHER ACCEPTANCE
        OF PAYMENT OR FEES.

        BY SIGNING (ELECTRONICALLY OR OTHERWISE), OR OTHERWISE ACCEPTING THIS
        AGREEMENT, OR BY OTHERWISE ACCEPTING ANY BENEFITS OF THIS AGREEMENT,
        THE MCSP REPRESENTS AND WARRANTS THAT SUCH SIGNING OR ACCEPTANCE IS
        SUFFICIENT TO MAKE THIS AGREEMENT LEGALLY BINDING ON THE MCSP. THE MCSP
        MUST ALSO INDICATE ACCEPTANCE (ELECTRONICALLY OR OTHERWISE) OF A FINAL
        INVOICE, AND SUBMIT THE APPROPRIATE FEES TO MICROSOFT.

        IF ELECTRONIC OR OTHER ACCEPTANCE WILL NOT LEGALLY BIND THE MCSP OR IF
        MICROSOFT BELIEVES (IN ITS SOLE DISCRETION) THAT THE CAPABILITIES OF
        THE ONLINE COMMUNICATIONS IN MCSP'S TERRITORY ARE LIMITED IN SCOPE, MCSP
        MUST SIGN THIS AGREEMENT BY RETURNING TO MICROSOFT A COPY OF IT THAT IS
        SIGNED NON-ELECTRONICALLY BY AN AUTHORIZED OFFICER, EMPLOYEE, OR AGENT
        OF THE MCSP, AND SUBMITTING THE APPROPRIATE FEES UPON RECEIPT OF AND IN
        ACCORDANCE WITH THE TERMS OF THE FINAL INVOICE.


--------------------------------------------------------------------------------
                    --KEEP THIS AGREEMENT FOR YOUR RECORDS--
--------------------------------------------------------------------------------
<PAGE>   9
                                                                          Page 9


COUNTRY ANNEX TO MICROSOFT CERTIFIED SOLUTION PROVIDER AGREEMENT


MCSP / MICROSOFT CTEC

The terms and conditions set forth herein are incorporated by reference into the
Microsoft Certified Solution Provider Agreement. To the extent any terms set
forth in this Country Annex are in conflict with the Core Terms and Conditions,
the terms set forth herein shall govern.

         THE MICROSOFT ENTITY FOR THE FOLLOWING COUNTRIES IS INDICATED BELOW:
         Anguilla, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados,
         Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile,
         Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador,
         El Salvador, French Guiana, Grenada, Guadeloupe, Guatemala, Guyana,
         Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherlands
         Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts
         and Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent and
         The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos
         Islands, United States, Uruguay, Venezuela, Virgin Islands (British),
         Virgin Islands (U.S.)

         MICROSOFT CORPORATION
         ONE MICROSOFT WAY
         REDMOND, WA
         98052
         USA


THE MICROSOFT ENTITY FOR THE FOLLOWING COUNTRIES IS INDICATED BELOW: American
Samoa, Australia, Brunei Darussalam, Cambodia, Christmas Island, Cocos Islands,
Cook Islands, East Timor, Fiji, French Polynesia, French Southern Territories,
Guam, Heard Island And Mcdonald Islands, Indonesia, Kiribati, Lao Peoples
Democratic Republic, Malaysia, Marshall Islands, Mayotte, Micronesia, Nauru, New
Zealand, Niue, Norfolk Island, Northern Mariana Islands, Palau, Papua New
Guinea, Philippines, Pitcairn, Samoa, Singapore, Solomon Islands, Thailand,
Tokelau, Tonga, Tuvalu, Vanuatu, Viet Nam, Wallis And Futuna Islands

         MICROSOFT PTY. LIMITED (AUSTRALIA) ACN: 002 589 460
         MICROSOFT PARK  65 EPPING ROAD
         NORTH RYDE, NSW 2113
         AUSTRALIA


THE MICROSOFT ENTITY FOR THE FOLLOWING COUNTRIES IS INDICATED BELOW:
Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan,
Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet
Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic,
Chad, Comoros, Congo, Cote d'Ivoire, Croatia, Cyprus, Czech Republic, Democratic
Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia, Ethiopia,
Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana,
Gibraltar, Greece, Greenland, Guinea-Bissau, Hungary, Iceland, Ireland, Israel,
Italy, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho,
Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi,
Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Morocco, Mozambique,
Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan,
Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea,
Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation,
Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra
Leone, Slovakia, Slovenia, Somalia, Spain, Svalbard and Jan Mayen, Swaziland,
Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan,
Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City
State, Yemen, Zaire, Zambia, Zimbabwe

         MICROSOFT IRELAND OPERATIONS LTD ("MIOL")
         BLACKTHORNE ROAD
         SANDYFORD INDUSTRIAL ESTATE
         DUBLIN 18
         IRELAND

THE MICROSOFT ENTITY FOR THE FOLLOWING COUNTRIES IS INDICATED BELOW: Hong Kong,
Macao

         MICROSOFT HONG KONG LTD.
         20/F., CITY PLAZA 3
         14 TALKOO WAN ROAD
         QUARRY BAY
         HONG KONG

<PAGE>   10
                                                                         Page 10

The Microsoft Entity for the following countries is indicated below:
Bangladesh, Bhutan, India, Maldives, Nepal, Sri Lanka

     Microsoft Corporation (India) Private Limited
     Great Eastern Center
     70, Nehru Place
     New Delhi 110 019
     India

The Microsoft Entity for the following country is indicated below: Japan

     Microsoft Asia Ltd.
     Sasazuka NA Bldg.
     50-1, Sasazuka 1-Chome
     Shibuya-ku
     Tokyo 151-8533
     Japan

The Microsoft Entity for the following country is indicated below: Republic of
Korea

     Microsoft Korea (CH)
     6th Fl. POSCO Center
     892 Daechi-Dong
     Kangname-Gu
     Seoul 135-777
     Korea

The Microsoft Entity for the following countries is indicated below: China,
Mongolia

     Microsoft (China) Co., Ltd.
     6/F, Beijing Sigma No. 49, Zhichun Road
     Hal Dian District
     Beijing 100080
     People's Republic of China

The Microsoft Entity for the following country is indicated below: South Africa

     Microsoft (S.A.) (Proprietary) Limited
     Pin Mill Farm
     Katherine Street
     Sandown Standton
     South Africa

The Microsoft Entity for the following countries is indicated below: Taiwan

     Microsoft Taiwan Corporation
     10F, No. 6, Min-Chuan E. Road
     Sec. 3
     Taipei
     Taiwan (Republic of China)

TERRITORY:
For the purposes of this Agreement, the Territory shall be the country in which
the MCSP is located. NOTWITHSTANDING THE FOREGOING, IF AN MCSP IS LOCATED IN A
MEMBER COUNTRY OF THE EUROPEAN UNION OR THE EUROPEAN FREE TRADE ASSOCIATION,
ITS TERRITORY SHALL BE DEEMED TO BE BOTH THE EUROPEAN UNION AND THE EUROPEAN
FREE TRADE ASSOCIATION. Notwithstanding the foregoing, if an MCSP is located in
the United States or Canada, its Territory shall be deemed to be both the
United States and Canada. As used herein, "United States" shall mean the
continental states and Hawaii.

<PAGE>   11
                                                                         Page 11

COUNTRY SPECIFIC LEGAL TERMS

1.   UNITED STATES AND CANADA:  The terms and conditions set forth below shall
     be added and shall only apply to the Agreement in force in the United
     States and Canada:

          SECTION 18(C):  If the MCSP has its principal place of business in
          the United States of America, this Agreement shall be governed by and
          interpreted in accordance with the laws of the State of Washington.
          MCSP consents to jurisdiction and venue in King County, Washington.

          SECTION 18(K):  A new subsection (K) is added to Section 18 as
          follows: "It is the express wish of the parties that this Agreement
          and all related documents be drawn up in English. C'est la volente
          expresse des parties que la presente convention ainsi que les
          documents qui s'y rattachent soient rediges en anglais."

                                 * * * * * * *

2.   AUSTRALIA:  The terms and conditions set forth below shall be
     added and shall only apply to the Agreement in force in Australia:

          SECTION 2: The following sentence is added to the end of this Section:
          "It is an added condition of this Agreement that MCSP comply at all
          times for the duration of this Agreement with all criteria for the
          appointment of Microsoft Certified Solution Providers issued from time
          to time by MICROSOFT and in particular, without limitation, any
          criteria as to net revenue flowing to MICROSOFT arising out of MCSP's
          appointment hereunder. Additionally, all Sites must meet those same
          criteria for the appointment of Microsoft Certified Solution
          Providers."

          SECTION 12 A:  Number the existing paragraph as Section 12 A and add
          the following paragraph as Section 12 B: "TO THE MAXIMUM EXTENT
          PERMITTED BY APPLICABLE LAW, SUBJECT TO SECTION 18K BELOW, AND
          ADDITIONAL TO ANY PROVISION OF THIS AGREEMENT, THE LIMITED WARRANTIES
          GIVEN BY MICROSOFT IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF
          ALL OTHER WARRANTIES AND CONDITIONS WHATSOEVER, WHETHER EXPRESS,
          IMPLIED OR STATUTORY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
          IMPLIED WARRANTIES SO THE EXCLUSIONS REFERRED TO IN THIS SECTION 12
          MAY NOT APPLY TO THE MCSP."

          SECTION 18:  A new subsection (K) is added at the end of Section 18:
          Notwithstanding Sections 12A, 13 and 14 or any other provision of this
          Agreement, if anything arising out of or connected with this Agreement
          constitutes a supply of goods or services to a consumer, then Company
          may have the benefit of certain rights or remedies pursuant to the
          Trade Practices Act and similar state and territory laws in
          Australia, in respect of which liability may not be excluded or
          restricted and nothing in this Agreement will have the effect of so
          excluding or restricting those rights or remedies. Insofar as such
          liability may not be excluded, then to the maximum extent permitted by
          law such liability is limited, at MICROSOFT's exclusive option, in
          the case of services, either by supplying the services again or the
          payment of the cost of having the services supplied again and in the
          case of good, to either (a) replacement of the goods; or (b)
          correction of defects in the goods.

          SECTION 18:  A new subsection (L) is added at the end of Section 18:
          NOTHING IN THIS AGREEMENT IS INTENDED TO PREJUDICE, OR HAVE THE EFFECT
          OF PREJUDICING, ANY RIGHTS MCSP MAY HAVE UNDER AUSTRALIAN LAW OR OF
          THE STATES OF AUSTRALIA WHICH CANNOT LEGALLY BE EXCLUDED OR RESTRICTED
          AND THE TERMS OF THIS AGREEMENT MUST BE READ ACCORDINGLY.

                                 * * * * * * *

3.   PEOPLE'S REPUBLIC OF CHINA:  The terms and conditions set forth below shall
     be added and shall only apply to the Agreement in force in the People's
     Republic of China.

          SECTION 6(A):  The following language is added at the end of Section
          6(A): "As more fully described in the Identity Kit, MCSP shall be
          obliged to comply with all recorded formalities as a trademark
          licensee under the applicable laws of the People's Republic of China."

          SECTION 15:  A new subsection (C) is added at the end of Section 15:
          "MCSP hereby represents and warrants to MICROSOFT at the time of the
          execution of this Agreement and during the term of this Agreement:

              (1) It is validly established as an enterprise legal person under
                  the laws of the People's Republic of China;

              (2) It has been issued a business license which will be valid
                  throughout the term of this Agreement;

              (3) The scope of business set forth on its business license is
                  consistent with the activities which it will undertake under
                  this Agreement;

              (4) It has been established with sufficient registered capital to
                  assume the obligations set out under this Agreement;

              (5) It has authority to directly enter into and perform foreign
                  economic contracts;

              (6) Its legal representative or a person validly authorized in
                  writing by the legal representative has signed this Agreement,
                  and

              (7) Each of the foregoing representations and warranties are true
                  in respect of any Affiliate which will provide a Site.

          SECTION 18(C):  The following is added between the first and second
          sentences of this Section: "This Agreement will be governed by the
          laws of the People's Republic of China. If a dispute arises in
          connection with the interpretation or implementation of this
          Agreement, either party may submit the dispute for arbitration to
          Beijing Arbitration Commission (the "Arbitration Commission") for
          arbitration in accordance with the rules of arbitration of such
          Arbitration Commission. The place of arbitration will be Beijing, the
          People's Republic of China. The arbitration proceeding shall be
          conducted in English. The arbitral award will be final and binding on
          both parties. If either Microsoft or MCSP employs attorneys to enforce
          any rights arising out of or relating to this Agreement, the
          prevailing party will be entitled to recover reasonable costs and
          attorneys' fees.

<PAGE>   12
                                                                         Page 12


     SECTION 18(D): The following is added at the end of this Section: "Without
     limiting the generality of the foregoing, the parties hereby agree that in
     the event of any dispute concerning the enforceability of this Agreement,
     Section 3 of this Country Annex and Section 15(C) shall be interpreted as
     an independent agreement between the parties."

                                 * * * * * * *

4. INDONESIA. The terms and conditions set forth below shall be added only to
the Agreement in force in Indonesia.

     SECTION 3A new subsection (F) shall be added to this Section:

     To the extent necessary to implement the termination provisions of this
     Agreement, each of the parties hereby waives any right or obligation, it or
     the other party may have under any applicable law or regulation, including
     without limitation Article 1266 of the Indonesian Civil Code, to request or
     obtain the approval, order, decision or judgment of any court to terminate
     this Agreement.

     SECTION 18: The following language shall be added as subsection 18(K): "It
     is the express wish of the parties that this Agreement and all related
     documents be drawn up in English."

                                 * * * * * * *

5. NEW ZEALAND: The terms and conditions set forth below shall be added and
shall only apply to the Agreement in force in New Zealand:

     SECTIONS 12, 13, AND 14: Sections 12, 13, and 14 shall only apply to the
     extent permitted by law.

     A new paragraph C shall be added to Section 15:

     "MCSP acknowledges that all Microsoft Software, Services and Products under
     this agreement are provided for business purposes and agrees that the
     Consumer Guarantees Act does not apply to their supply by MICROSOFT or
     acquisition by MCSP under this Agreement."

     A new paragraph D shall be added to Section 15:

     (a) Where MCSP is providing Microsoft Software, Services or Products (as
     applicable) to:

          (i) a consumer acquiring them for business purposes (as that term is
          defined in the Consumer Guarantees Act, 1993 ("Business Purposes"); or

          (ii) a person who may, whether directly or indirectly, sell the
          Microsoft Software, Services or Products to a consumer acquiring them
          for Business Purposes;

          it must be a term of the MCSP's contract with that person that either
          the Consumer Guarantees Act, 1993 ("CGA") does not apply in respect
          of the Microsoft Software, Services or Products (as applicable) or,
          alternatively, that person will ensure that an agreement is entered
          into with the end consumer of the Microsoft Software, Services or
          Products (as applicable) to the effect that the CGA does not apply in
          respect of such Software, Services or Products.

     The MCSP shall indemnify MICROSOFT and its affiliates and hold MICROSOFT
     and its affiliates free and harmless from any costs, expenses, loss or
     damage incurred by MICROSOFT or its affiliates as a result of the MCSP or
     any purchaser from the MCSP failing to comply with the obligation contained
     in this Section

                                 * * * * * * *

6. LATIN AMERICA: The terms and conditions set forth below shall be added and
shall apply only to the Agreement in force in the Latin American countries:

SECTION 18(K): A new subsection (K) is added to Section 18 as follows:

It is the express wish of the parties that this Agreement and all related
documents be drawn up in English. As partes, expressamente e de mutuo acordo,
concordam que o presente contrato e respectivos documentos estejam redigidos em
ingles.

Las partes han acordado expresamente que este contrato y todos los documentos
relacionados esten redactados en ingles.

                                 * * * * * * *

7. INDIA: The terms and conditions set forth below shall be added and shall
only apply to the Agreement in force in India:

SECTION 18J: The following text is added to the end of this Section:

THE AUTHORIZED REPRESENTATIVE OF THE MCSP MUST SIGN THE AGREEMENT IN HARD COPY
AND THE SAME MUST BE SENT ALONG WITH THE INVOICE AND A DEMAND DRAFT EQUAL TO
THE INVOICED AMOUNT TO MICROSOFT.

MICROSOFT RESERVES THE RIGHT TO REJECT AN APPLICATION WITHOUT ASSIGNING ANY
REASON AND MICROSOFT WILL NOT REIMBURSE COSTS THAT MAY HAVE BEEN INCURRED IN
MAKING THE APPLICATION. THE DEMAND DRAFT WILL BE RETURNED TO THE APPLICANT
WITHIN TWENTY (20) DAYS IN CASE OF REJECTION OF THE APPLICATION.

                                 * * * * * * *
<PAGE>   13
                                                                         Page 13
BY TYPING ON THE "BY" LINE IN THE SIGNATURE BOX BELOW, YOU:

1.   Warrant that all information provided or that appears about the MCSP in
     this MCSP Agreement or on any web site containing all or part of this
     Agreement is accurate, and that you are an officer, employee or agent duly
     authorized to act for the MCSP;

2.   Consent, on behalf of the MCSP, to the MCSP Agreement, including, but not
     limited to, the Country Annex, the Site Annex (if applicable), the
     Microsoft Certified Technical Center Addendum (if applicable), and the MCSP
     Program Guide, and acknowledge that you have reviewed all of the foregoing;
     and

3.   Evidence the MCSP's intent to sign the MCSP Agreement, to provide a symbol
     of its signature, and to be legally bound by the MCSP Agreement.


IF THE ABOVE IS NOT TRUE, CLICK ON "CANCEL" AND NO NOT TYPE ANYTHING ON THE "BY"
LINE IN THE SIGNATURE BOX.

================================================================================

Company: FutureLink
         --------------------
By: /s/ William Botti
    -------------------------
Title: Sr. VP, Application Hosting Division
       ----------------------
          Chief Executive Officer
          President
          Vice-President
          Contracts Office
          Other: ___________________ (this space is only for use where you have
the same contracting authority as the listed titles, but the name of your title
is different).

Date: January 28, 2000
      -----------------------

E-mail Address for notices to Company: shutchins@futurelink.net
                                       ------------------------
Phone Number: 925-227-6300
              ----------------------------------

================================================================================

YOU HAVE SIGNED THE MICROSOFT CERTIFIED SOLUTION PROVIDER AGREEMENT ON BEHALF
OF YOUR COMPANY. IF YOU SIGNED IN ERROR, CLICK ON "CANCEL", OTHERWISE CLICK ON
"SIGNATURE VALID (NO ERROR)" AND SUBMIT THE AGREEMENT NOW.

          [SIGNATURE VALID]   [CANCEL]

NOTE: CLICKING ON "CANCEL" DOES NOT RELIEVE YOU OF YOUR OBLIGATIONS OF
CONFIDENTIALITY.

THE AGREEMENT IS NOT EFFECTIVE UNTIL APPROVAL BY MICROSOFT OF THE MCSP AND OF
THIS AGREEMENT IN ACCORDANCE WITH SECTION 18(J) OF THIS AGREEMENT.


                                      TIP!
                   PRINT THIS AGREEMENT NOW FOR YOUR RECORDS.