<PAGE>

                                                                  Exhibit 10.20

         Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

[COMPANY LOGO APPEARS HERE]


                                   AGREEMENT
                                      FOR
                             PROFESSIONAL SERVICES
                         BETWEEN STORAGENETWORKS, INC.
                                      AND
                              DELL MARKETING L.P.

This Agreement for Professional Services  (hereinafter "Agreement") is made on
this 27th day of April, 2000 , between STORAGENETWORKS, INC Corporation, a
Delaware corporation, with principal offices at 100 Fifth Avenue,  Waltham, MA
02451 "StorageNetworks"), and Dell Marketing L.P., "(Dell"), who hereby agree to
the following:

     1.   Services.

          1.1  StorageNetworks Services.  Dell may engage StorageNetworks to
perform professional services (the "Services"), subject to the terms and
conditions of this Agreement, which may either be performed directly for Dell or
may be performed on subcontract basis in conjunction with Dell's provision of
services to a Dell customer. The StorageNetworks Services shall be set forth in
one or more statements of work ("SOWs").

          1.2. Statements of Work.  Each SOW shall specifically reference this
Agreement and shall contain at a minimum the following information:

               a.  a description of the Services ;
               b.  the place of performance;
               c.  the period of performance; and
               d.  the fees to be paid.


     2.   Pricing.  The following sets forth the hourly fees to be paid to
StorageNetworks by Dell for the Services:


<TABLE>
<CAPTION>
DESCRIPTION                                   PRICE PER HOUR
-------------------------------------------------------------------
<S>                                           <C>
Project Manager                                    $[**]
-------------------------------------------------------------------
Senior Architect                                   $[**]
-------------------------------------------------------------------
Architect                                          $[**]
-------------------------------------------------------------------
Consultant                                         $[**]
-------------------------------------------------------------------
</TABLE>
<PAGE>

During the term of this Agreement, the parties will meet no less than annually
to review the fees payable for the Services.

     3.   Payment. StorageNetworks shall submit invoices to Dell, Accounts
Payable, One Dell Way, Round Rock, TX 78682-1810, on a monthly basis for
Services performed during the preceding month, unless otherwise specified in the
applicable SOW. Each invoice shall reference this Agreement, the applicable SOW,
the services performed, any applicable royalties, duties and all other taxes,
third party invoices for expenses, if any, and shall include supporting detail
and documentation of all charges. Dell will not have any liability for any taxes
based on StorageNetworks' net assets or income or for which Dell has an
appropriate resale or other exemption. All amounts are due and payable in U.S.
dollars, unless otherwise agreed by both parties in writing, within thirty (30)
days from receipt of invoice. Dell has the right to withhold any applicable
taxes from any royalties or other payments due under this Agreement if required
by any government authority.

          3.1  Time and Materials. For SOWs to be performed on a time and
materials basis, StorageNetworks shall not be obligated to provide, and Dell
shall not be obligated to pay for, Services or expenses beyond the period of
performance or in excess of any overall cap specified in the SOW.

          3.2. Fixed Price. For SOWs to be performed on a fixed price basis,
Dell shall not be obligated to pay StorageNetworks in excess of the fixed price
set forth in the SOW and StorageNetworks shall be solely responsible for costs
incurred by StorageNetworks in excess of the fixed price set forth therein
unless agreed to otherwise in writing by the parties.

     4.   Expenses. Dell will reimburse StorageNetworks for all out-of pocket
expenses actually incurred by StorageNetworks, at Dell's request, in rendering
Services under any SOW so long as such expenses are documented, necessary,
reasonable, directly related to work specified in the SOW and incurred in
accordance with StorageNetworks', then current, standard travel policy.
StorageNetworks' current reimbursement policies are attached hereto as Exhibit
C.

     5.   Changes. Either party may request changes in the scope of work
specified in a SOW. Upon agreement between the parties as to the changes and
associated price increase or decrease, Dell shall create an amendment in writing
to the affected SOW either in accordance with the provisions of this Section 5
or as otherwise provided in the change management provisions, if any, of the
SOW. Dell shall not be obligated to pay for any changed Services and
StorageNetworks shall not be required to perform any changed Services in the
absence of a duly executed amendment signed by the parties.

     6.   Non-Disclosure of Confidential and Proprietary Information. The
written nondisclosure agreement existing between StorageNetworks and Dell,
effective August 6, 1999, Dell NDA #99080626, will control and apply according
to its terms and conditions to all confidential information the parties
exchange. In the event that agreement is terminated or expires, the terms listed
in Exhibit B will apply to the confidential information the parties exchange
with one another.

                                       2
<PAGE>

     7.   Title to Work Product. All rights, title and interest in and to any
patents, copyrights, mask work rights, trade secrets, trademarks and other
intellectual property developed by StorageNetworks or its contractors in the
performance of Services hereunder or utilizing the Confidential Information of
Dell (collectively "Work Product") shall be, and hereby are, assigned to Dell.
All Work Product shall be deemed to be "work made for hire" to the extent
allowed by law. To the extent any Work Product is not a "work made for hire"
under applicable law, StorageNetworks hereby assigns and transfers to Dell all
of its right, title and interest in and to the Work Product. To the extent the
Work Product incorporates or requires for use pre-existing works owned by or
licensed to StorageNetworks (the "Licensed Materials"), StorageNetworks hereby
grants to Dell an irrevocable, non-exclusive, worldwide, royalty-free license
to: (a) use, execute, produce, display, perform, copy, distribute (internally
and externally) copies of, and prepare derivative works based upon, the Licensed
Materials and their derivative works, and (b) authorize others to do any, some
or all of the foregoing. StorageNetworks agrees to take all such actions as may
be reasonably necessary to assign the Work Product to Dell.

     8.   Warranty.

          8.1. StorageNetworks represents and warrants on an ongoing basis that:

               (a)  Services will comply with the description of Services set
               forth in the applicable Schedule; comply with all of the other
               terms and conditions of this Agreement; and be performed in good
               and workmanlike manner by a skilled and qualified staff in
               accordance with generally accepted industry standards;

               (b)  For any deliverables or goods provided in performance of the
               Services, Dell will acquire good and marketable title to the
               deliverables, and that all deliverables will be free and clear of
               all liens, claims, encumbrances and other restrictions;

               (c)  All goods (including deliverables) delivered hereunder will
               be new; free from defects in design, materials and workmanship,
               and will conform to any StorageNetworks specifications including
               any specifications set forth in an applicable Schedule or Order
               for one (1) year from the date of delivery to Dell;

               (d)  It has all the rights and licenses in the goods or
               deliverables necessary to allow Dell to use the goods or
               deliverables without restriction or additional charge; and

               (e)  This Agreement (including without limitation the delivery of
               goods or deliverables and performance of the Services) does not
               violate any applicable law (including without limitation all
               applicable import or export regulations and all licensing or
               permitting requirements) or breach any other agreement to which
               StorageNetworks is a party or bound.

                                       3
<PAGE>

          8.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STORAGENETWORKS
MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT.

     9.   Independent Contractor. Each party agrees that the other party is an
independent contractor and neither party shall be deemed an agent of the other.
At no time shall either party make any commitments or incur any expenses for, or
in the name of, the other party without the prior approval of the other party.
StorageNetworks' personnel are not, nor shall they be deemed to be at any time
during the term of this Agreement, employees of Dell. StorageNetworks will be
solely responsible for payment of all compensation owed to its personnel, as
well as for payment of employment related taxes and workers' compensation
insurance.

     10.  Indemnification. StorageNetworks hereby agrees to indemnify, defend
and hold Dell harmless against all damages, injuries or deaths, liabilities and
expenses (including legal costs and reasonable attorney fees) arising from or in
connection with any alleged or actual: (a) infringement, violation or
misappropriation of any third party's trade secrets, proprietary information,
trademark, copyright or patent in connection with StorageNetworks' performance
of Services; (b) a claim that StorageNetworks' Services and/or goods and
deliverables it has provided under this Agreement have damaged real or tangible
personal property or caused bodily injury or death; (c) breach of
StorageNetworks' warranties contained in this Agreement; (d) claims by or on
behalf of StorageNetworks' subcontractors, suppliers, employees or agents
arising from StorageNetworks actions or inactions; and (e) any violation of any
governmental laws, rules, ordinances or regulations by StorageNetworks.
StorageNetworks contractual obligation of indemnification shall not extend to
the percentage of the third party claimant's damages or injuries attributable to
Dell's negligence or other fault, breach of contract or warranty..
StorageNetworks' obligation to indemnify Dell will survive the termination of
this Agreement.

     11.  Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCLUDING,
WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS, WHETHER FORESEEABLE OR NOT,
EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING
OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE UNDER THIS
AGREEMENT.

          11.1 Notwithstanding the foregoing, the limitation set forth in the
paragraph 11 above shall not apply to:

               (i)    breach of terms set forth in section 6 (Confidentiality);
               (ii)   breach of terms set forth in section 7 (Work Product); or
               (iii)  liability arising under section 10(a) or (b).

                                       4
<PAGE>

     12.  Termination.

          12.1 Termination for Breach. If either party breaches any material
provision of this Agreement, the other party may terminate this Agreement upon
thirty (30) days prior written notice, provided the breach is not cured within
such 30 day period. Such termination shall not relieve either party from those
of its obligations hereunder that accrued prior to the date of termination, nor
shall it relieve the party in breach from any liability resulting there from.

          12.2 Termination for Convenience. Either party may terminate this
Agreement or any Statement of Work without cause upon no less than ninety 90
days prior written notice to the other party. Dell shall also have the right to
immediately terminate any SOW in the event that Dell's customer (if the SOW
relates to a subcontracting arrangement) terminates its project or agreement
with Dell. Dell agrees to pay StorageNetworks all fees due and any expenses
incurred up to the date of termination.

          12.3 Upon termination or expiration of this Agreement, a Schedule or
an Order, or portion of a Schedule or Order, StorageNetworks will, in addition
to any other obligations of StorageNetworks on termination or expiration:

               12.3.1    Cease all performance of the terminated Services and
               furnish to Dell all deliverables and work in progress;

               12.3.2    Return to Dell all copies of any confidential or
               proprietary information of Dell related to the terminated
               Services, and cease all use of these materials; and,

               12.3.3    Within thirty (30) days, provide a full accounting
               itemizing all Services performed, in accordance with this
               Agreement, related to the terminated Services for which
               StorageNetworks has not yet received payment.

     13.  Survival. The provisions of this Agreement that, by the terms, survive
termination or expiration of this Agreement, including, without limitation,
Sections 6 (Non-Disclosure ), 7 (Title to Work Product), 8 (Warranty), 10
(Indemnification), and 11 (Limitation of Liability), shall survive termination
of this Agreement.

     14.  Notices. All notices, requests, authorizations, directions, or other
communications under this Agreement shall be given in writing by personal
delivery, by U.S. mail postage prepaid, by facsimile with confirmed answerback,
or by overnight courier. Notice shall be effective upon delivery in the case of
personal delivery or overnight courier, on receipt in the case of facsimile, and
three days after mailing in the case of U.S. mail. A copy of any notice to Dell
shall be sent to Dell Marketing L.P., Attn: Legal Department, One Dell Way,
Round Rock, TX 78682.

                                       5
<PAGE>

     15.  Miscellaneous.

          15.1 This Agreement and the SOWs hereto, if any, contain the entire
understanding of the parties with respect to the matters contained herein. There
are no promises, covenants, or undertakings other than those expressly set forth
herein. This Agreement may not be modified except by a writing, executed by
authorized representatives of Dell and StorageNetworks. This Agreement may not
be assigned by either party without the written consent of the other party
(which consent will not be unreasonably withheld, delayed or conditioned).

          15.2 Insurance: StorageNetworks will obtain and at all times during
the term of this Agreement maintain at its own expense, with reputable insurance
companies, the minimum insurance coverages stated in Exhibit A.

          15.3 Records: StorageNetworks will maintain accurate and legible
records in English during the term of this Agreement and for five (5) years
thereafter and will grant to Dell reasonable access to and copies of, any
information reasonably requested by Dell with respect to StorageNetwork's
performance under this Agreement.

          15.4 Remedies: Except as may be otherwise provided in this Agreement,
the rights or remedies of the parties hereunder are not exclusive, and either
party shall be entitled alternatively or cumulatively, subject to the other
provisions of this Agreement, to damages for breach, to an order requiring
specific performance, or to any other remedy available at law or in equity.

The parties hereby acknowledge that they have read and do understand this
Agreement hereto, and agree to all terms and conditions stated herein and
attached hereto.

STORAGENETWORKS, INC.                     DELL MARKETING L.P.

/s/ Paul C. Flanagan                      /s/ illegible
------------------------------            -----------------------------------
Signature                                 Signature

Paul C. Flanagan
------------------------------            -----------------------------------
Printed Name                              Printed Name
Senior Vice President of
Finance and Administration, CFO
------------------------------            -----------------------------------
Title                                     Title


                                       6
<PAGE>

                                   EXHIBIT A

                  to the Agreement for Professional Services
                             Insurance Provisions

(a)  Statutory workers' compensation insurance in the state(s) or
     jurisdiction(s) in which StorageNetworks' employees perform services for
     Dell, and employer's liability insurance with limits of not less than
     $500,000:  (i) for each accident or occupational disease; and (ii) for each
     employee. The policy will include an endorsement or certificate of coverage
     naming Dell as an alternate employer, for the sole purpose of preventing
     Dell's workers' compensation carrier from denying coverage based on a claim
     of employment status, and include a waiver of subrogation in favor of Dell.
     StorageNetworks waives all claims and causes of action against Dell, its
     officers, directors, and employees for any and all injuries compensable
     under StorageNetoworks' workers' compensation insurance coverage.

(b)  Commercial general liability insurance with limits for bodily injury and
     property damage liability of not less than $1,000,000 personal injury for
     each occurrence, $2,000,000 general aggregate and products/completed
     operations coverage which will include premises/operations liability,
     independent contractors liability, and broad form contractual liability
     coverage specifically in support of, but not limited to, the indemnity
     provisions stated in this Agreement. Any endorsement to, certificate or
     evidence of coverage under the policy will include a waiver of subrogation
     in favor of Dell; will be endorsed to include Dell as additional insured;
     will contain cross-liability and severability of interest coverage and will
     state that the insurance is the primary insurance as regards any other
     insurance carried by Dell.

(c)  If required business automobile liability insurance with a limit of not
     less than $1,000,000 per occurrence for bodily injury and property damage
     liability written to cover all owned, hired and non-owned automobiles
     arising out of the use thereof by or on behalf of StorageNetworks and its
     employees. Any endorsement to, certificate or evidence of coverage under,
     this policy will include a waiver of subrogation in favor of Dell, be
     endorsed to included Dell as an additional insured and will state that this
     insurance is the primary insurance as respects any insurance carried by
     Dell.

(d)  StorageNetworks will furnish to Dell insurance certificates, endorsements,
     or evidence of coverage signed by authorized representatives of the
     companies providing the coverage required under the terms of this
     Agreement.  All policies providing coverage will contain provisions that no
     cancellation, non-renewal or material adverse changes in the policy will
     become effective, except on thirty (30) days written notice thereof to
     Dell.

(e)  Failure to secure the insurance coverage or the failure to comply fully
     with any of the insurance provisions of this Agreement as may be necessary
     to carry out the terms and provisions of this Agreement will be deemed to
     be a material breach of this Agreement. The provision of insurance coverage
     hereunder or the lack thereof, does not in any way reduce or limit
     StorageNetworks' responsibility/liability under this Agreement including,
     without limitation, its indemnification obligations. Any and all
     deductibles in the above described insurance policies will be assumed by,
     for the account of, and at the sole risk of StorageNetworks. Dell reserves
     the right to request reasonable adjustments to the requirements or to
     request other types of policies to support the level of Services being
     performed by StorageNetworks as a provision of the Statement of Work
     outlining such Service, and StorageNetworks shall not unreasonably refuse
     to make such adjustments.

                                       7
<PAGE>

                                   EXHIBIT B

                   to the Agreement for Professional Servics

                           CONFIDENTIAL INFORMATION

For the purposes of this Exhibit B, "party" or "parties" shall mean Dell
Computer Corporation and Customer, including their respective subsidiaries and
affiliates.  The parties agree to maintain confidential information as follows:

1.   DEFINITION OF CONFIDENTIAL INFORMATION. The parties understand and agree
     that confidential information is any and all current and future Product
     and/or Services information, roadmap, technical or financial information,
     customer names, addresses and related data, contracts, practices,
     procedures and other business information, including software reports,
     strategies, plans, documents, drawings, machines, tools, models, patent
     disclosures, samples, materials and requests for proposals that may be
     disclosed between the parties, whether written, oral, electronic or
     otherwise, however and wherever acquired ("Confidential Information").
     Confidential Information excludes any information which would otherwise
     fall in the definitions above, but which was (a) known to the recipient of
     the information ("Recipient") before receipt from the disclosing party; (b)
     publicly available through no fault of Recipient; (c) rightly received by
     Recipient from a third party without a duty of confidentiality; (d)
     disclosed by disclosing party to a third party without a duty of
     confidentiality on the third party; (e) independently developed by
     Recipient without breach of this or any other confidentiality agreement; or
     (f) disclosed by Recipient after prior written approval from the disclosing
     party.

2.   OBLIGATIONS OF CONFIDENTIALITY AND REMEDIES. Recipient agrees to protect
     the disclosing party's Confidential Information with the same degree of
     care, but no less than a reasonable degree of care, as Recipient uses with
     respect to its own Confidential Information. Neither party has any
     obligation to exchange Confidential Information. Both parties acknowledge
     and agree that the disclosure of the other party's Confidential Information
     could cause irreparable harm. Therefore, an injured party is entitled to
     applicable equitable relief, including injunctions, in addition to other
     remedies, for such wrongful disclosure of Confidential Information. In
     addition, disclosure of Confidential Information required by a government
     body or court of law is not a violation of this Section if the Recipient
     gives prompt notice of the required disclosure to the disclosing party.

3.   TERM OF CONFIDENTIALITY OBLIGATIONS. Recipient's duty to protect
     Confidential Information expires three (3) years from the date of
     disclosure of the particular Confidential Information.

4.   COOPERATION REGARDING PUBLIC RELEASE OF INFORMATION. Both parties agree to
     cooperate with each other in the release of information, whether
     confidential or otherwise, relating to the Agreement. Each party may
     mention the other party's name in press releases or other public releases
     of information as long as they have first obtained the other party's
     permission, in writing, prior to the release of the information.

5.   NO WARRANTIES ON CONFIDENTIAL INFORMATION. Neither party warrants or
     guarantees the accuracy of any Confidential Information transferred between
     the parties.

                                       8
<PAGE>

                                   EXHIBIT C

                         StorageNetworks Travel Policy
                            Policy and Application

This policy provides the guidelines upon which StorageNetworks, Inc ("SNI")
employees will be reimbursed for reasonable and necessary out of pocket travel
and living expenses incurred in the performance of their business duties.  These
guidelines apply to all SNI personnel employed worldwide, including temporary
and contract employees of the company, who travel on behalf of SNI. Failure to
follow these policies and procedures will preclude or jeopardize reimbursement.

       SNI WILL REIMBURSE ACTUAL EXPENSES ONLY (NO PER DIEM ALLOWANCES).

         ALL RECEIPTS MUST BE ORIGINALS...COPIES WILL NOT BE ACCEPTED.
        (AMEX CARD STATEMENTS THAT INCORPORATE RECEIPTS ARE ACCEPTABLE)

                               POLICY STATEMENT

When it is necessary to incur travel, entertainment or other business expenses,
each employee has the responsibility to incur expenses at least cost to the
company consistent with the assigned  mission.  The overriding precept for
travel "style" and cost is, most simply put, SPEND AS IF IT WERE YOUR OWN HARD
EARNED MONEY.

                                 RESPONSIBILITY

Responsibility for compliance with this policy rests jointly with EACH SNI
EMPLOYEE requesting reimbursement and with EACH SNI MANAGER approving
reimbursement of expenses under this policy. Employees and the managers
(supervisors) responsible for approving an employees expense report must resolve
any exceptions to this policy before submitting for reimbursement.

  ALL EXCEPTIONS TO THE TRAVEL POLICY MUST BE PRE-APPROVED IN WRITING BY THE
           PURCHASING DIRECTOR, OR IN HIS ABSENCE, THE CONTROLLER.
         FAILURE TO OBTAIN SUCH PRE-APPROVAL WILL RESULT IN DELAY OR
                        NON-REIMBURSEMENT OF EXPENSES.

1.   General

     . Effective immediately, and to be fully implemented by November1, 1999,
       OUR SOLE CORPORATE TRAVEL AGENCY WILL BE OT&T TRAVEL MANAGEMENT whose
       account office address is 290 Concord Road, Billerica, MA 01821. Note:
       corporate business with Fugazy Travel has been terminated.
     . OT&T TRAVEL RESERVATION NUMBERS: 877-203-1866 OR 978-625-6880
     . OT&T FAX: 978-625-6888
     . AFTER HOURS  EMERGENCY ASSISTANCE: 800-297-2727 CODE M3X3.
       WEST COAST LOCATIONS ONLY MAY CALL 978-858-6880 OR FAX TO 978-858-6806
       BETWEEN 2:00 AND 5:00 PM (PST) ONLY.
     . OT&T TRAVEL E-MAIL ADDRESS FOR SNI TRAVELERS :
       StorageNetworks@ott-travel.com

                                       9
<PAGE>

2.   Traveler Profile and Travel Agency Billing

     . At Appendix One to this Policy and Procedure, and available separately in
       KnowledgeWorks, is a joint OT&T Travel/Storage Networks form, titled
       TRAVELER PROFILE. Each SNI employee who anticipates traveling on company
       business will complete the form and return by fax or E-Mail (preferred
       method) to OT&T Travel immediately. All coordination with OT&T will
       involve the use of information provided by the individual's TRAVELER
       PROFILE. OT&T Travel's capacity to provide the quality service that we
       anticipate will be enhanced by the data base these individual forms will
       build.

     . THERE WILL BE NO CORPORATE BILLING ACCOUNT AT OT&T TRAVEL.  Frequent
       travelers, who have not already done so, may apply to open an individual
       corporate credit card account (American Express). While such an account
       will facilitate isolating and reconciling business expenses, keeping
       payments current is an individual responsibility.

3.   Air Travel

     . ARRANGEMENTS: All air travel will be booked through our corporate travel
       agency, OT&T Travel, utilizing the individual credit card information
       provided to the agency on the TRAVELER PROFILE. Again, there will be no
       corporate billing account at OT&T Travel.

     . SCHEDULING: To obtain cost - effective, non-refundable fares, every
       effort should be made to book air travel a minimum of 7 days in advance.

     . SEATING: Domestic air travel will be booked at the lowest available coach
       fare. No first class or business class travel is authorized.

     . TICKETING: All travelers will utilize electronic ticketing, if available.
       If an electronic ticket is not used, the travel agent must be immediately
       advised.

     . REIMBURSEMENT: The airfare amount will be included as an expense when
       filing claims for travel reimbursement. Boarding passes must be attached
       to expense reports.

4.   Lodging

     . RESERVATIONS: Rooms will be booked by OT&T Travel in designated hotels in
       proximity to the destination. "Standard" hotel chains with pricing
       advantages developed by OT&T will be used.

     . DOUBLE OCCUPANCY: OT&T will process lodging requests in accordance with
       SNI policy that all employee hotel rooms be shared, subject to common
       sense exceptions based upon gender differences.

5.   Rental Cars

     . RESERVATIONS: All rental car reservations will be made through OT&T
       Travel, which will book with rental car companies providing the most cost
       effective rates. The Corporate Travel Agency will reserve rental cars in
       compliance with the SNI policy that, unless three or more employees are
       traveling in the same car, only compact or sub-compact will be rented.
       Full or luxury cars are not authorized.

     . REIMBURSEMENT: All rental cars must be returned with a full tank of gas
       to avoid any charges from the rental company. INSURANCE: Employees who
       have an individual SNI corporate credit card must waive collision
       coverage on car rentals. Employees who do not have a corporate card must
       contact their credit card company to insure that collision coverage is
       included. Employees should purchase collision coverage if the personal
       credit card being used does not include collision coverage. All other
       coverage will be declined.

                                       10
<PAGE>

             Expense Guidelines for Overnight and Extended Travel

1.   Air Travel, Lodging, and Rental Cars

     . Must be booked through OT&T Travel in compliance with Section IV, above.

2.   MEALS

     . GENERAL:  The business purpose of each trip must be explicitly stated on
       expense report for meal reimbursement.

     . REIMBURSABLE:

         1.    ACTUAL MEAL EXPENSES incurred during overnight and extended
               travel.

         2.    Actual meal expenses for ENTERTAINMENT FOR DEVELOPMENTAL PURPOSES
               that have been formally PRE-APPROVED by the manager (supervisor)
               responsible for approving the travel expense claim. A matrix of
               approving authorities can be found below. The claim form will
               include a statement of the business purpose of the entertainment
               expense and a list of attendees. Again, original receipts must be
               referenced in the statement and attached. AMEX statements which
               incorporate the receipts are acceptable.

         3.    TIPS that do not exceed 18% of the total meal cost

         4.    OUT OF TOWN MEALS SHOULD NOT EXCEED $60 PER PERSON PER DAY. We
               have not, and will continue to not, define a limit for any
               individual meal. This amount should be followed for all out of
               town trips.

     . NOT REIMBURSABLE:

         1.    ALCOHOL IS NOT REIMBURSABLE and is strictly prohibited during
               business hours.

         2.    MEALS AS ENTERTAINMENT expenses that have not been approved by
               the appropriate authorizing manager.

         3.    MEALS CONSUMED PRIOR TO TRAVEL DEPARTURE. Note: in-flight meals
               are not factored into the daily meal apportionment.

3.   Ground Transportation to and from Airports

     . GENERAL: Employees must use the most economical means of transportation
     to and from the airport. This means that all employees must plan ahead for
     surface transportation requirements, including a number of factors in their
     calculations:

         1.   Duration of the trip
         2.   Distance to airport
         3.   Cost of parking at the airport
         4.   Cost of taxi or shuttle service to the airport

     . REIMBURSABLE ground expenses to and from airports include:
         1.   Mileage to airport at $0.31 per mile (except if compensated by
              fixed auto allowance)
         2.   Tolls
         3.   Parking fees
         4.   Shuttle service.  NOTE: LIMOUSINE SERVICE IS NOT REIMBURSABLE

4.   Ground Transportation During Overnight Travel
     . GENERAL: Car rentals must be booked through OT&T Travel, our Corporate
       Travel Agent, in compliance with Section IV, above.

     . REIMBURSABLE expenses must be documented in the travel claim submission
       by attaching the original invoice from the rental car company.

     . NOT REIMBURSABLE: TAXI SERVICES are not reimbursable unless the total
       cost is less than the cost of a car rental for the same period of travel.
       LIMOUSINE SERVICE is not reimbursable.

                                       11
<PAGE>

5.   Use of Personal Cars for Overnight or Extended Travel

     . GENERAL: Extended travel for the purpose of claiming reimbursement for
     the business use of a personal car is defined as travel outside a radius of
     50 miles.

     . RESPONSIBILITIES: An employee traveling in his/her personal car is
     responsible at all times for the vehicle and its contents. In the event of
     an accident, the employee will not be reimbursed for the deductible portion
     of his/her insurance policy.

     . REIMBURSEMENT for business mileage incurred in a personal vehicle will be
     at $0.31 PER MILE. When traveling from home to a customer location the
     reimbursement amount will be the lesser of (1) the distance from home to
     the customer or (2) the distance from your normal place of business to the
     customer. Related tolls and parking fees are reimbursable when referenced
     on the reimbursement claim with attached original receipts.

     . NOT REIMBURSABLE: Gasoline purchases should not be submitted for
     reimbursement since the estimated costs of fuel have already been factored
     into the mileage reimbursement rate.

6.   Reimbursement of Communication Costs

     . GENERAL: EMPLOYEES MUST USE CALLING CARDS WHEN MAKING LONG DISTANCE CALLS
     FROM HOTEL ROOMS. The initiation of a Corporate Calling Card account is in
     process.

     . REIMBURSABLE: Appropriately documented business calls, including the
     necessary use of FACSIMILE transmissions, and business related POSTAGE
     EXPENSES made in the course of travel are reimbursable. Personal calls made
     while traveling will be reimbursed if their frequency and duration are
     REASONABLE.

     . NOT REIMBURSABLE: Calls made from phones provided on airplanes.

                      EXPENSE GUIDELINES FOR LOCAL TRAVEL

1.   Lodging

     . Hotel costs are not reimbursable.

2.   Meals

     . Meals are not reimbursable except for customer entertainment.

3.   Transportation & Personal Car Usage

     . Taxis and shuttle services are not reimbursable unless they comply with
     the guidelines set forth in Section V, "Ground Transportation to Airport".

     . Employees traveling in their personal car are responsible at all times
     for the vehicle and its contents. In the event of an accident the employee
     will not be reimbursed for the deductible portion of his/her insurance
     policy.

     . Mileage reimbursement of $0.31 per mile is given only for mileage that
     exceeds normal daily commuting mileage. When traveling from home to a
     customer location the reimbursement amount is the lesser of (1) the
     distance from home to the customer or (2) the distance from your normal
     place of business to the customer. Related toll and parking costs are
     reimbursable when the original receipts are referenced and attached to the
     expense report.

     . Receipts for fuel expenses should not be submitted for reimbursement
     since fuel costs have already been calculated as part of the reimbursable
     mileage rate.

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                    GUIDELINES FOR OTHER BUSINESS EXPENSES

1.   Business Entertainment

     . The Company will reimburse ONLY entertainment expenses that have been
     pre-authorized by the manager responsible for approving the expense claim
     of the responsible employee. That manager is responsible for insuring that
     the expense is for a valid business purpose and that the related expense
     claim includes the purpose of the entertainment and an attached list of
     attendees.

     . Company or department lunches are not considered entertainment for IRS
     purposes and must be documented on expense reports as meal expenses. The
     business purpose of the lunch, as well as who attended, must be listed with
     the receipt.

     . Alcohol is not reimbursable and is strictly prohibited during business
     hours.

2.   Cellular Telephones

     . CELLULAR PHONES: Only designated employees are authorized reimbursement
     for cellular phones. Reimbursement for cellular phone costs will be limited
     to the cost of the phone and the base monthly charge only. PLEASE, SEE THE
     CELLULAR PHONE POLICY IN KNOWLEDGEWORKS UNDER FINANCE POLICIES FOR DETAILS.
     Cellular phone use for those authorized such phones will always be based
     upon the precept that the necessary communication could not wait until a
     standard phone was available.

     . REIMBURSABLE:
       1. Reimbursable cellular phone use, and associated claims, will be
          audited on a regular basis.

       2. Other phone, including facsimile, expenses will be reimbursed in
          accordance with the travel policies outlined in Section IV, paragraph
          5 above.

       3. Personal calls made while traveling will be reimbursed if frequency
          and duration are reasonable.

3.   Billable Expenses
     . All customer billable expenses must comply with the Company Travel
       Policy.

     . Any travel expense claim that includes billable customer expenses must
       have the Customer P.O. Number written conspicuously on the top right hand
       corner of the expense report.

4.   Foreign Currency and Exchange Rates

     . All expense claims must be reported in US dollars.

     . Only the Finance department will calculate exchange rate conversions for
       expense reports.

     . Reasonable costs incurred to acquire foreign currency are reimbursable.

5.   Miscellaneous Reimbursable Expenses

     . Telephone, fax and postage for business communications will be reimbursed
       in accordance with Section V, paragraph 5 above.

     . Costs for cleaning, pressing, and laundering may be submitted for
       reimbursement when travel related to these expenses is in excess of four
       (4) nights. Original receipts must be attached to the claim.

     . Tolls and parking fee reimbursement will be reimbursed in accordance with
       the policies and procedures outlined in Section V, Paragraph 3 and
       Section VI, Paragraph 3.

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     . Reimbursement for any other (miscellaneous) expense, such as tools or
       office supplies will be contingent upon submission of a detailed
       explanation of the business purpose and necessity of the purchase(s) and
       supporting original receipts.

6.   Miscellaneous Non-reimbursable Expenses

     The following is a list of items that are definitively not reimbursable.
     This list is not all-inclusive and is not intended to provide answers to
     all prospective questions. It is simply a guide to assist our employees in
     avoiding incurring non-reimbursable expenses because of misconceptions
     about the potential for reimbursement. Non-reimbursable:

     . Airline club memberships
     . Airline upgrade coupon booklets
     . Airline guides
     . Airline headsets
     . Travel Insurance
     . Personal automobile insurance/deductibles
     . Personal car gasoline
     . Traffic violations and citations
     . Lost airline ticket applications
     . Mini-bar services
     . In-room movies
     . Credit card fees
     . Barber, hairstylist, manicurist, masseur/masseuse fees
     . Birthday or celebration gifts
     . Unauthorized donations or contributions
     . Personal items other than emergency items purchased while traveling
     . Clothing
     . Personal liquor or entertainment
     . Pet care, lawn care, or snow removal
     . Theft, loss, or damage to personal property
     . Daily newspapers ( including expenses incurred while traveling )
     . Palm Pilots
     . Home phone, fax, or computer lines

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                         EXPENSE REPORT REIMBURSEMENTS

1.   Approval & Reimbursement of Expense Reports

     SUBMISSION CYCLE: Travel and Entertainment (T&E) reports will be submitted
     in two cycles per month; the 15th and the last day of the month. Failure to
     follow this schedule will result in delayed reimbursement.

     All business expenses must be classified (categories such as out of town
     meal, business meal, auto rental, supplies). Original receipts and invoices
     will be attached to the expense report in support of all items claimed.
     Credit card statements are not valid receipts. In accordance with the
     guidance above, a detailed explanation of the business purpose of any
     business meals or miscellaneous expenses claimed (such as supplies) will be
     included in the expense report.

     Each receipt will include the prospect or customer related to the expense

     The employee and his/her immediate supervisor will each sign the expense
     report. When the supervisor has reviewed, approved, and signed the report,
     it will be forwarded to the Finance Department at Corporate (ATTN: Expense
     Report, Accounts Payable). REPORTS SUBMITTED WITHOUT SIGNATURES WILL BE
     RETURNED.

     Each item claimed will indicate the prospect/customer related to the
     expense. This is a key element in the trail when submitting multiple
     receipts in a report.

     Boarding passes must be attached to expense reports and the airfare
     amount must be included as an expense in accordance with the procedures
     outlined above.

     The mandated use of electronic ticketing will preclude the need to return
     unused tickets. In the rare instance that electronic ticketing is not
     available, unused tickets will be returned to the Corporate Travel Agency
     as a follow-up to the required immediate notification that the traveler
     will not be able to use the ticket.  (Do not submit unused airline tickets
     bundled with expense report receipts).

     The only acceptable car rental receipts for which reimbursement will be
     made are for contracts made through the Corporate Travel Agency, OT&T
     Travel. Again, as in all instances, credit card statements are not
     acceptable. Original receipts are required.

2.   Format for the Expense Report submission is located in the template section
     of these policies and procedures. The approving authority for expense
     reports, and therefore also for prior approval of the use of business meals
     for developmental purposes is the direct supervisor of the employee
     submitting the expense. Within the Regions, the Regional Director will
     establish the approving authority chain for all regional employees and be
     responsible for all expenses, including business meals, incurred by them.

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