TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
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EXHIBIT 1.1 Strategic Alliance Agreement

This Agreement is made and entered into this 30th day of June 2017,

Between: Turnkey Capital Inc., having its office located at 2929 E. Commercial Blvd, Suite PH-D, Ft. Lauderdale, Florida, hereinafter referred to as TKCI;

And:

A Seminole Indian Company to be formed by Former Seminole Tribal Chairman James E. Billie and Craig Talesman, having an office located at 1800 Frank Huff Road, Seminole Reservation, Okeechobee, FL 34974, hereinafter referred to as SIC.

Overview

The purpose and intent of this strategic alliance is to combine the resources and talents of, TKCI and SIC, in order to take advantage of every opportunity permitted by tribal sovereignty to create revenue streams in multiple areas in conjunction with operating partners that have existing marketing and customers in place, thereby limiting the capital requirements and risk. New marketing advantages based upon competitive pricing, cross marketing and new revenue streams from expansion into other industries will grow the business beyond anything previously imagined. The structure may also be used for additional compatible acquisitions which will also fuel growth. TKCI believes that structuring operations with Tribal Sovereignty will deliver the financial advantages of operating in a tax free environment with limited liability, plus other benefits such as permit and zoning ease, supporting an ideal structure for investment capital and successful entrepreneurial ventures.

Term

The term of this Agreement is twenty-four (24) months. The Agreement may be renewed, subject to mutual written approval.

Notwithstanding the completion, expiration or termination of this Agreement, the indemnities warranties and undertakings contained or referred to in this Agreement shall continue to subsist for as long as may be necessary for the purpose of giving effect to each one and every one of them.

TKCI Committments

TKCI shall establish a wholly-owned subsidiary (the Holding Company) for the sole purpose of conducting and developing business on behalf of this alliance. The utilization of this subsidiary will provide for separate record keeping, reporting and tracking of all business related to this agreement.

In addition to capital recruitment functions, TKCI shall perform all of the functions and accept all of the responsibilities of the position of Chief Financial Officer including but not limited to management of accounts receivable and accounts payable, interfacing with Holding Company accountants on tax matters, interfacing with Holding Company accountants and lawyers on regulatory and compliance matters, and all other tasks typically and reasonably associated with the post and position of Chief Financial Officer.

Committments and Rights of SIC

SIC acknowledges and agrees that the ability of TKCI to render its services is uniquely dependent upon





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the cooperation and provision of information to TKCI by Chief James E. Billie and Craig Talesman for SIC. In the event that information is required, it shall be provided in writing.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the closing of the transactions by: 1) participating in meetings with key decision makers, providing process overview, and describing case histories of similarly situated projects; and 2) providing advice on issues such as i) location; (ii) deal structure; (iii) funding; (iv) timing/phasing; (v) cash flow/revenue collection issues; and (vi) other major implementation issues.

SIC shall allow TKCI to review and analyze all business opportunities that could be mutually beneficial to TKCI and SIC within the time frame of this alliance.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the finalization of project structuring plans geared toward maximizing all available revenue streams.

SIC, represented by Chief James E. Billie and Craig Talesman, will provide access to other opportunities.

The decision to join this alliance is at the absolute discretion of Chief James E. Billie and Craig Talesman. TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.

SIC may try to locate, or authorize others to locate potential investors who are not Reserved Investors (or Rejected Investors), and SIC may accept investments from such other investors, without incurring any liability towards TKCI

Fees and Financial Structuring

A wholly-owned subsidiary (the Holding Company) shall be established by TKCI to accomplish the following:

To hold the assets and liabilities of the TKCI/SIC alliance and provide for separate management of the alliance business operations.

Operating capital may be raised and a growing shareholder base may be established to support future expansion.

Net revenue from business operations created by Holding Company for the alliance will be distributed by Holding Company equally - 50/50 - to TKCI and SIC:

SIC's original business concepts and plans, as well as opportunities brought to the table through its connections, and third-party contracts, are ways that we anticipate business could be generated, and revenues created; TKCI's advisory and management services and capital resources will provide the critical structure and business mechanism to carry concepts through to revenue. Turnkey Capital Inc. (TKCI) will reserve ten percent (10%) of the shares of TKCI for SIC. These shares will be issued once an exclusivity agreement is reached. Once the Holding Company is raising funds and generating revenue, the parties will negotiate a monthly fee.





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Confidentiality and non-compete During the term of this Agreement and for one (1) year thereafter, TKCI will keep in confidence, not reveal, not use and not allow or assist others to use, any information marked Confidential received from or through SIC in the context of its activities hereunder, except as authorized in writing by SIC. However, TKCI may assume that unless SIC specifically advises it to the contrary, in writing, with respect to an item of information, it may reasonably make such information available to third parties that TKCI is attempting to introduce to SIC. Such information includes, but is not limited to SIC's business plans and proprietary disclosures. The above provisions will survive the termination of this Agreement, except they will not apply to information that (i) is in the public domain or later becomes available to the public through no breach of this Agreement by either party; (ii) is obtained by either party from a third party who had the legal right to disclose the information to that party; (iii) is already in the possession of the receiving party on the date this Agreement becomes effective; (iv) is independently developed by either party or (v) is required to be disclosed by law, government regulation, or court order.

Termination This Agreement may be terminated early if mutually agreed to by both parties in writing, or for cause, which is defined as conviction of either party of a criminal offense, actions in bad faith, and knowing or intentional misconduct, failure to perform as determined by SIC, or a material breach of this Agreement. The expiration or early termination of this Agreement shall not affect any of its provisions which are expressed to operate or have an effect afterwards or any right of action already accrued to either party in respect of any breach by the other party.

Warranties and Indemnification SIC represents and warrants to TKCI that the undersigned are duly authorized to execute and enter into this Agreement, and that all information relating to SIC furnished by Chief James E. Billie and Craig Talesman, or its other representatives, to TKCI will be complete, accurate and not misleading.

Each party (the Defaulting party) shall indemnify the other party (the Innocent party) and keep the Innocent Party indemnified and harmless from and against any claims brought against the Innocent Party as a result of any acts or omissions of the Defaulting Party, whether such acts or omissions relate to the Defaulting Party's tasks under this Agreement or not. The Defaulting Party's liability under this provision shall extend to legal fees and to court and/or arbitration expenses, as the case may be as well as any other expenses incurred by the Innocent Party in the course of defending and/or handling and/or settling such claim.

Strategic Alliance TKCI is performing under this Agreement as a Strategic Alliance member and is not a legal or implied agent or employee of SIC. This Agreement does not create agency or employment relationship between the parties hereto.

TKCI shall not, by reason of this Agreement or the performance of the services delineated herein, be or be deemed to be, an employee of SIC, and TKCI shall have no power to enter into any agreement on behalf of, or otherwise bind SIC. Without limiting the foregoing, TKCI shall not enter into any contract or commitment on behalf of SIC.

SIC acknowledges and agrees that TKCI shall have no liability resulting from TKCI's failure to obtain any financing for any of its programs or business concepts. Neither party shall have any claim whatsoever against the other if an investment or a sales opportunity was lost because of any of the other party's acts or omissions.





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SIC understands that TKCI is not acting as a broker-dealer or dealer in securities with respect to any transaction contemplated hereunder, and that any securities which may be sold in respect to any such transaction are being sold directly by or to SIC, to or by TKCI parties to such transaction. SIC acknowledges and agrees that no liability will be attributed to TKCI in connection with the issuance of any equity or securities. Any fees due to TKCI are to be paid solely as finder's fee and as remuneration for other services provided for under this Agreement.

TKCI will have First Right of Refusal with regard to any sale or disposition of any part or the whole of companies or projects developed in relationship with this alliance.

Arbitration This Agreement shall be governed by the laws of the State of Florida. Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties shall be settled in arbitration before a single arbitrator. If arbitration fails to render a mutually agreement resolution the Courts of the State of Florida will be deemed to have jurisdiction. In addition to all other remedies provided in this Agreement, the prevailing party shall be entitled to all costs and expenses reasonably incurred as a result of said breach, including arbitration and court costs, and reasonable attorney's fees.

Miscellaneous This Agreement, together with any added Appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement. This Agreement may be changed only by mutual agreement between the parties, expressed in writing.

All notices under this Agreement shall be in writing and shall be deemed given if delivered to the party personally, or five (5) days after sent by registered airmail or by an express courier, as well as delivery by confirmed facsimile transmission or confirmed electronic mail. The addresses for notices given under this Agreement shall be those provided above.

If any provision of this Agreement is held by an arbitrator to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force, and the stricken provision shall be replaced by a valid, legal and enforceable provision having as nearly as possible the same economic and practical effect.

This Agreement shall be binding on all parties' respective assigns and successors.

Facsimile copies of this Agreement, with signatures, shall be given the same legal effect as an original with original signatures.

And in witness, the parties sign on the day and date first above written:

For Chief James E. Billie   Craig Talesman   Turnkey Capital Inc.         Sign: /s/ Chief James E. Billie   /s/ Craig Talesman   /s/ Neil Swartz          Name: Craig Talesman      Neil Swartz          Title:       Chief Executive Officer 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.

PROBLEM: CONFIDENTIAL TREATMENT - REDACTED VERSION

                                   CORIO INC.

                          LICENSE AND HOSTING AGREEMENT

         This License and Hosting Agreement (the AGREEMENT) is made and entered into as of December 13, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Changepoint, Inc., a Delaware corporation having a place of business at 1595 Sixteenth Ave., Suite 700, Richmond Hill, Ontario, Canada L4B 3N9 (CHANGEPOINT).

                                   BACKGROUND

A.       Changepoint is the owner or has the right to license certain          proprietary software products (the SOFTWARE as further defined          below); and

B.       Corio wishes to obtain a license to use and host the Software on the          terms and conditions set forth herein in connection with the hosting          services that Corio will provide to its Customers (as defined below)          and Changepoint wishes to grant Corio such a license on such terms;

C.       The parties further wish to jointly market and promote the other          party's software and/or services as well as provide support services to          Corio and its Customers in accordance with this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1.       DEFINITIONS.

The following terms shall have the following meanings:

1.1      SOFTWARE USER means a named user of the Corio Services worldwide to          whom a user identification number and password has been assigned, which          permits that user to access and use the Software on a designated Corio          Server. The identification number and password used by a Software User          is reusable and reassignable and may be used and transferred by Corio,          in accordance with the licenses granted below, between Customers as one          Customer discontinues the Corio Services and another Customer          subscribes.

1.2      ASP means Application Service Provider.

1.3      APPLICATION MANAGEMENT REVENUE means all revenue Corio receives from          Customers for use of the Software and basic support of the Software          provided at no additional charge to Customers (Level 1 and Level 2          support as defined in Exhibit C hereto), operational support of the          Software and basic infrastructure support (hardware, database and          operating system) for the Software, less taxes, freight, insurance,          refunds or credits and other non-product items.

1.4      CORIO SERVERS means the unlimited number of computer servers owned or          operated by or for Corio in North America which will contain the          installed Software (as defined below) for access by Customers in          connection with the Corio Services.

1.5      CORIO SERVICES means the hosting services offered by Corio to its          Customers in which Corio allows Customers to access the Corio Servers.

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1.6      CUSTOMER(S) means one or more customers of the Corio Services having          its principal executive offices in North America who obtains a          sublicense from Corio to use the Software by accessing one or more          Corio Servers.

1.7      DEMONSTRATION SOFTWARE means copies of the Software which are for          demonstration purposes only and which contain sample data and          transactions.

1.8      DOCUMENTATION means any on-line help files or written instruction          manuals regarding the use of the Software.

1.9      RELATIONSHIP MANAGERS means the appointed employee of each party, as          set forth on EXHIBIT A attached hereto and made a part hereof, who          shall be the primary contact for implementing and administering the          terms and conditions of this Agreement.

1.10     SOFTWARE means Changepoint's proprietary software described in          EXHIBIT A attached hereto and made a part hereof, in object code form          only, and any Updates or Upgrades (as defined below) thereto. The          Software shall also include any Application Programming Interfaces          (API) provided by Changepoint to Corio, but such API intellectual          property shall not be sublicenseable to Customers.

1.11     TERRITORY means throughout the world.





1.12     UPDATE(S) means any error corrections, bug fixes, modifications or          enhancements to the Software made generally available by Changepoint to          its licensees, which are indicated by a change in the numeric          identifier to the Software in the digit to the right of the decimal, or          any error corrections, bug fixes, modifications or enhancements of the          Software.

1.13     UPGRADE(S) means a release, function or version of the Software          designated as such by Changepoint which contains new features or          significant functional enhancements to the Software, which are          indicated by a change in the numeric identifier for the Software in the          digit to the left of the decimal, which Upgrade is provided to          Changepoint's installed customer base for the Software. For the          purposes of this Agreement, Software Support and Maintenance means          those services listed in Section 5.3 of this Agreement and EXHIBIT C          and the provision of Updates and Upgrades as called for by this          Agreement.

1.14     PSA APPLICATION means a commercially available suite or collection of          integrated proprietary software applications marketed as a suite or a          combination of software products which offer substantially the          following functionality specifically designed for information          technology professional services users : (i) time and expense, which          allows users to enter and modify time and expenses associated with a          project/task for a time period, approve time and expenses entered, and          determine who has submitted time and expense reports, (ii) project          accounting and billing, which allows users to apply cost and billing          rates to time entered for projects, generate client invoices based on          terms and conditions of engagement, track amounts billed and earned for          each project, feed invoice data to an accounts receivables system, and          feed cost and billing accounting entries to a general ledger system,          (iii) project management, which allows users to create work breakdown          structure, schedule dates and resource assignments for project, record          project and task status, and create reports to monitor project          progress, (iv) resource management, which allows users to assign          resources to projects based on skills and availability, and create          reports to monitor and manage resource utilization, (v) engagement          management, which allows users to create billing terms and conditions          for a client, and create reports to monitor and manage engagement          billing, (vi) opportunity management, which allows users to track

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         customers/prospects, sales opportunities and sales activities, and          forecast sales by various criteria, and (vii) marketing campaign          management, which allows users to create marketing campaigns, track          campaign effectiveness, and manage marketing lists.

2.       GRANT OF RIGHTS.

2.1      HOSTING SOFTWARE LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software. Corio shall not authorize Customers to          download or reproduce the Software for use except as necessary in          connection with the Corio Services. Except as specifically authorized          by this Agreement, no license is granted under this Agreement to Corio          to distribute the Software to its Customers or for use other than as          part of the Corio Services.

2.2      INTERNAL USE LICENSE FOR PRODUCTION, TESTING, DEVELOPMENT, UPGRADE,          REPORTING AND TRAINING. Subject to the terms and conditions of this          Agreement, Changepoint grants to Corio a nonexclusive, nontransferable          (except in accordance with Section 14.1 of this Agreement),          royalty-free, fully paid up license in the Territory to reproduce,          install and use additional copies of the Software, Documentation, and          Software tools and utilities if any, subject to any restrictions placed          on the Changepoint by third party software providers and payment of any          applicable fees required by such third parties, in machine executable          object code for production, testing, development, upgrade, reporting          and training for the purpose of allowing the Software to be made          available to Customers as part of the Corio Services. This license          includes the right to integrate the Software with Corio's system          software and other hosted applications in connection with providing the          Software to Customers as part of the Corio Services.

2.3      INTERNAL USE LICENSE FOR CORIO'S INTERNAL BUSINESS OPERATIONS.

          Changepoint grants to Corio a nonexclusive, nontransferable (except in          accordance with Section 14.1 of this Agreement), royalty-free, fully





         paid-up license to install and use the Software, Documentation, and          Software tools and utilities if any, for an unlimited number of Corio          users, subject to any restrictions placed on the Changepoint by third          party software providers and payment of any applicable fees required by          such third parties, in machine executable object code for Corio's          internal business purposes. Corio's internal use license under this          Section 2.3 is subject to and shall be in accordance with the terms and          conditions of Changepoint's standard License Agreement, a copy of which          is attached hereto as EXHIBIT G and made a part hereof. The provisions          of EXHIBIT G shall apply only to the internal use license granted in          this Section 2.3 and not to any other licenses granted to Corio in this

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                                 CONFIDENTIAL TREATMENT

         Agreement. Any conflict or inconsistency between the terms of this          Agreement and the terms of the license set forth in EXHIBIT G with          respect to the internal use license granted in this Section 2.3 shall          be controlled by the terms of this Agreement. Notwithstanding anything          to the contrary in Section 11 of this Agreement, the internal use          license in this Section 2.3 shall remain in effect during the term of          this Agreement and for a period of nine (9) months after termination or          expiration of this Agreement.

2.4      DEMONSTRATION LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a nonexclusive,          nontransferable (except in accordance with Section 14.1 of this          Agreement) royalty-free, fully paid up right and license in the          Territory, on Corio Servers, to make a reasonable number of copies of          the Demonstration Software solely for demonstration purposes to          potential Customers. Demonstration Software shall be made available to          Corio's sales personnel and the parties agree to cooperate to make the          Changepoint demonstration database available to Corio sales personnel          on an ongoing basis. Corio shall not distribute any demonstration          copies of the Software. Corio shall not demonstrate the Software to any          one Customer for more than sixty (60) days from the start of that          Customer demonstration, and Corio shall not demonstrate the Software to          more than ten (10) Software Users at any one time. Further, the          demonstration copies shall not permit the entry of additional data.

2.5      DISTRIBUTION LICENSE: Corio shall have the right to resell licenses for          the Software to any Corio Customer according to the terms and          conditions of Changepoint's standard Distribution Agreement          (Changepoint's Distribution Agreement). Corio and Changepoint shall          enter into Changepoint's Distribution Agreement within sixty (60) days          following the Effective Date, the terms of which shall be in          substantial accordance with the copy of Changepoint's Distribution          Agreement provided to Corio. Any conflict or inconsistency between the          terms of this Agreement and the terms of Changepoint's distribution          license with respect to the distribution license granted in this          Section 2.5 shall be controlled by the terms of this Agreement. Under          Changepoint's Distribution Agreement, Changepoint shall give a ***          discount from the then-current Changepoint list price for          such Software licenses to Corio for the first Two Million Dollars          ($2,000,000U.S.) of such cumulative calendar year sales based on          Changepoint's list price, and a *** discount based on          Changepoint's then-current list price thereafter. This pricing formula          shall apply for each calendar year during the term of this Agreement          which Corio has distribution rights under this Section 2.5. For those          Corio Customers who purchase Changepoint Software licenses from Corio          pursuant to this Section 2.5 and Changepoint's Distribution Agreement,          Corio shall pay to Changepoint a Software Support and Maintenance fee          equal to *** of Changepoint's standard support and          maintenance services for the Software Support and Maintenance services          provided by Changepoint as specified in Section 5.3 of this Agreement          and EXHIBIT C attached hereto and made a part hereof, and for Updates          and Upgrades. Subject to Corio's payment of the Software support and          maintenance fee as set forth in this Section 2.5, Changepoint's          Software Support and Maintenance obligation with respect to Software          distributed by Corio pursuant to this Section 2.5 shall continue after          termination or expiration of this Agreement with respect to all          Software Users granted access to the Software prior to termination or          expiration of this Agreement, for the remaining duration of each such          Software Users' rights to use the Software pursuant to agreements          between Corio and its Customers. Under no circumstances shall          Changepoint contact Corio Customers regarding a non-hosting license          sale, unless requested to do so by Corio. Further, if a Corio Customer          contacts Changepoint to purchase the Software license independent of          the Corio Services, Changepoint shall immediately refer that Customer          to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       4

         Corio. Changepoint shall not be entitled to share in any Application





         Management Revenue received by Corio related to or arising from hosting          services provided to Customers which obtain a license to the Software          from Changepoint pursuant to this Section 2.5. Corio's right to collect          fees from Customers under the Changepoint licenses under this Section          2.5 will expire upon termination of the Corio contracts with its          Customers for such Software.

2.6      LICENSE AGREEMENTS. Corio shall make the Software on the Corio Servers          remotely accessible to Customers under the then-current terms of its          standard Customer license agreement. Each such Customer license shall,          at a minimum, contain the provisions set forth in EXHIBIT E attached          hereto and made a part hereof (CUSTOMER LICENSE AGREEMENT TERMS), or          the substantial equivalent thereof. As to each Software User who is          provided access to the Software, Corio or its Customers shall secure          the Software User's consent to an end user agreement with terms at          least equivalent to those in EXHIBIT E hereto.

2.7      RESTRICTIONS. Corio may not copy, distribute, reproduce, use or allow          access to the Software except as explicitly permitted under this          Agreement, and Corio shall not, nor will it permit any third party to,          modify, adapt, translate, prepare derivative works from, decompile,          reverse engineer, disassemble or otherwise attempt to derive source          code from the Software or any internal data files generated by the          Software.

2.8      OWNERSHIP. Changepoint and its licensors hereby retain all of their          right, title, and interest in and to the Software and Documentation,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. All rights not expressly          granted hereunder are reserved to Changepoint and its licensors. The          Software and Documentation and all copies thereof are licensed, not          sold, to Corio. All changes, modifications and enhancements or          derivative works made to the Software or Documentation by Corio or          Changepoint, or jointly by the parties, shall be owned by Changepoint,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. Any works, inventions and          developments, including but not limited to interface code, created by          Corio or its contractors which enables the Software to work with and in          conjunction with Corio's system software or Corio's other hosted          applications, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein shall be          owned by Corio. Ownership of any works to be created jointly by the          parties, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein, shall be          decided by the parties at the commencement of such joint efforts. Each          of the parties shall, from time to time, execute and deliver all          documents and other instruments reasonably requested by the other party          to perfect such other party's ownership of the interests set forth in          this Section 2.8.

2.9      NEW PRODUCTS. Updates and Upgrades to the Software are subject to the          terms of this Agreement and are included in the applicable Software          Support and Maintenance fees payable by Corio. Changepoint and Corio          may, in the future, agree that new products and solutions offered by          Changepoint may be added to this Agreement according to the license          fees and other terms and conditions as the parties may agree.

2.10     PREFERRED RELATIONSHIP. During the one (1) year period commencing on          the Effective Date (i) Changepoint and its affiliates, to the extent          they publicly promote, market or advertise hosting services for the          Software, will Publicly Promote Corio as its preferred hosting supplier          and partner for the Software and will, in any non-public marketing or          promotion of the Software, treat Corio as its preferred partner and          supplier of hosting services for the Software, and (ii) Corio and its          affiliates, to the extent they publicly promote, market or

                                       5

                                 CONFIDENTIAL TREATMENT

         advertise the use of a PSA Application in conjunction with the Corio          Services, will Publicly Promote the Software as their preferred PSA          Application and will, in any non-public marketing or promotion of          the hosting services offered by Corio, treat Changepoint as their          preferred supplier and partner for PSA Applications. In this Section          2.10, the term Publicly Promote means any marketing, promotion or          solicitation of business made by any means in public or intended for          reception by the public including, without limitation, in published          sales, advertising and marketing materials, materials or statements          posted on websites, public announcements and press releases, but          does not include sales and marketing materials intended for          reception by a specific customer or prospective customer, any          confidential solicitation of business from a specific customer, nor          any referral from a third party to solicit a specific customer.          Should either party be in violation of the terms of the Preferred          Relationship set forth in this Section 2.10, both parties agree that          the sole and exclusive remedy for such breach is for the accused          party to diligently use best commercial efforts to cease the          activities in violation of this Section 2.10 and to correct the          violation and, as soon as reasonably possible, cease to distribute          or publish and destroy Offensive Materials after receiving written          notice from the other party, and to provide such other party with          commercially reasonable evidence that it has done so. Offensive          Materials, for purposes of this provision, means published sales,





         advertising and marketing brochures and collateral, statements          posted on websites and public announcements and press releases or          any other promotional materials, all intended for viewing by the          public and published by or with the concurrence of the accused party.

2.11.    MARKET DEFINITION. During the term of this Agreement, Corio agrees not          to provide the Software in connection with Corio Services or distribute          the Software under Section 2.5 of this Agreement to the following          companies or their subsidiaries: ***. Corio and Changepoint agree that          on an semi-annual basis, this list of companies will be reviewed by          the parties and each party agrees that its consent to the other          party's request for changes to this list (additions and deletions)          will not be unreasonably withheld or delayed.

3.       DELIVERY OF SOFTWARE.

3.1      DELIVERY AND ACCEPTANCE. Changepoint shall issue to Corio, via          electronic means of delivery, as soon as practicable, one (1)          machine-readable copy of the Software, along with one (1) copy of the          on-line Documentation. Changepoint will provide Corio with five (5)          written copies of the Documentation at no cost, and any additional          written copies at Changepoint's standard charges. Corio acknowledges          that no copy of the source code of the Software will be provided to          Corio. Within one hundred twenty (120) days after delivery of the          Software, Corio shall test the Software for conformance with the          Documentation (Acceptance Test). If the Software performs in          substantial accordance with the Documentation, then Corio shall notify          Changepoint in writing of its acceptance of the Software. In the event          Corio finds material errors or defects with the Software, Corio shall          notify Changepoint in writing of such errors or defects and provide          adequate detail to facilitate Changepoint replicating the error or          defect. Upon receipt of written notice, Changepoint shall have fifteen          (15) days to correct the defect, reinstall the Software at the Corio          site and re-perform the Acceptance Test. If Corio does not accept the          Software after the second Acceptance Test, a third Acceptance Test will          be performed. If after the third

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       6

         Acceptance Test Corio does not accept the Software, Corio may, at          its sole option, elect to (i) repeat the Acceptance Test in          accordance with the provisions of this Section 3.1 as many times as          Corio chooses or (ii) terminate the Agreement and receive a refund          of any fees paid to Changepoint as of such date. Termination of this          Agreement by Corio for non conformance of the Software to the          Documentation under this Section 3.1 shall, upon a refund of all          fees paid to Changepoint, be Corio's sole and exclusive remedy          against Changepoint for any nonconformance of the Software with the          Documentation. Both parties acknowledge that any professional          services provided to Corio subsequent to the installation and          acceptance of the Software are non-essential for the purpose of the          acceptance of the Software.

3.2      NEW VERSIONS. Changepoint shall use commercially reasonable efforts to          provide Corio with any pre-release versions of relevant Updates or          Upgrades of the Software. Changepoint shall make these versions          available to Corio to preview at the earliest possible date.          Changepoint shall provide all such Updates and Upgrades to Corio free          of additional charge and Corio shall provide any such Updates and/or          Upgrades to its Customers within twenty four (24) months after their          release to Corio. Changepoint agrees to make changes to the Software          such that all functionality currently available in the Software will be          one hundred percent (100%) thin client and browser-based as set forth          in the schedule attached hereto as EXHIBIT F and made a part hereof.          Changepoint agrees to promptly provide existing APIs for the Software          to Corio and use commercially reasonable efforts to develop and provide          applicable APIs for the web-enabled version of the Software.

3.3      ADDITIONAL MATERIALS. Changepoint shall use all commercially reasonable          efforts to promptly provide Corio with, at a minimum, the following:          (i) release notes; (ii) beta releases; (iii) contacts at beta          customers, when requested by Corio and subject to the approval of the          Changepoint; (iv) proactive bug notification; (v) Software patches;          (vi) release documentation including technical reference manuals and      &sbsp;   user guides; and (vii) all applicable set-up data, data structures and          other files relevant to installing and integrating the Software, but          not including source code. These materials shall be provided at no cost          to Corio.

4        FEES.

4.1      LICENSE FEES. In consideration for the licenses granted to Corio          pursuant to Section 2 (except Section 2.5) of this Agreement, Corio          shall pay the revenue sharing fees specified in EXHIBIT B hereto.          Payment terms of such revenue sharing fees shall be as set forth in          EXHIBIT B hereto.

4.2      SOFTWARE SUPPORT AND MAINTENANCE FEES. Except with respect to Software          Support and Maintenance under the distribution license granted to Corio          pursuant to Section 2.5 of this Agreement, Corio shall pay to





         Changepoint a Software Support and Maintenance fee for the support          services to be provided by Changepoint specified in Section 5.3 of this          Agreement and EXHIBIT C attached hereto and made a part hereof, and          Updates and Upgrades, according to the fees set forth in EXHIBIT B          hereto. Payment terms of Software Support and Maintenance fees shall be          as set forth in EXHIBIT B hereto. Software Support and Maintenance          shall automatically continue during the term of this Agreement and          thereafter for the remaining term of any contracts Corio has with its          Customers to continue providing the Corio Services, provided that Corio          continues to pay the revenue sharing fees as provided in EXHIBIT B          hereto.

                                       7

                             CONFIDENTIAL TREATMENT

4.3      TAXES. All fees are exclusive of any sales taxes, Goods and Services          use taxes, other use taxes and any other taxes and charges of any kind          imposed by any federal, state, provincial or local governmental entity          for products and services provided under this Agreement, and Corio is          responsible for payment of all taxes concerning the Corio Services,          excluding taxes based solely upon Changepoint's income or revenue.

4.4      AUDIT RIGHTS. Corio shall keep true and accurate books of accounts and          records for determining the amounts payable to Changepoint under this          Agreement. Such books and records shall be kept for at least three (3)          years following the end of the calendar month to which they pertain,          and shall be open for inspection by an independent certified public          accountant reasonably acceptable to Corio, and made subject to Corio's          standard non-disclosure agreement, for the sole purpose of verifying          the amounts payable to Changepoint under this Agreement. Such          inspections may be made no more than once each calendar year, at          reasonable times and upon reasonable notice. Changepoint shall bear all          costs and expenses of such inspection. If any such inspection discloses          a shortfall or an overpayment, the appropriate party shall promptly pay          the amount of such shortfall or refund such overpayment. In addition,          if any such inspection reveals an underpayment of more than five          percent (5%) for the period under audit, Corio shall reimburse          Changepoint for the reasonable cost of the examination.

4.5      REPORTING. Within thirty (30) days following the end of each calendar          month, Corio will submit to Changepoint a report in a form reasonably          acceptable to both parties setting forth the number of Customers and          Software Users which have been licensed to use the Software during the          preceding month, as well as the Application Management Revenue received          by Corio during the preceding month. The report shall also set forth          all amounts collected by Corio pursuant to the Distribution License          granted under Section 2.5 of this Agreement during the preceding month,          and a calculation of all amounts due to Changepoint for such          distributions by Corio during the preceding month.

4.6      INTEREST. In the event any payment by Corio under this Agreement is not          made within thirty (30) calendar days of its due date, interest on any          such unpaid amount shall accrue at a rate of eighteen percent (18%) per          annum, or the maximum amount permitted by law, whichever is less.

4.7      FEE EXCEPTIONS. Changepoint agrees that for all Software Users of the          Corio Services that Corio must use software products from   *** .

5        INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1      INSTALLATION. Changepoint shall provide Corio with access to full-time          operations personnel at no charge to Corio as part of the installation          project as described in the Corio, Inc.

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       8

                              CONFIDENTIAL TREATMENT

         Statement of Work, dated December 9, 1999 (Statement of Work)          incorporated herein by reference.

5.2      IMPLEMENTATION. Changepoint shall provide Corio with sufficient access          to Changepoint's professional services organization during the first          four (4) implementations of the Software (Corio's internal          implementation as defined in Section 2.3 of this Agreement plus          implementation by three (3) Corio Customers) conducted by Corio and its          Customers subject to the payment by Corio of Changepoint's standard          professional services fee at a *** discount.          Additionally, during the term of this Agreement the parties shall meet          periodically to discuss Updates and Upgrades to the Software to better          support Corio's and its Customers' specific application requirements,          to be provided at no charge to Corio. Changepoint agrees to share its          consulting implementation methodologies with Corio. Corio acknowledges          that such consulting methodologies are confidential information of          Changepoint and shall be used by Corio solely in connection with the





         Software when offered as part of the Corio Services. Changepoint agrees          to provide Corio with proposal development materials.

5.3      SOFTWARE SUPPORT AND MAINTENANCE. Changepoint shall provide Corio with          support described in EXHIBIT C hereto, and maintenance in the form of          Updates and Upgrades, subject to Corio's payment of the fees set forth          in EXHIBIT B hereto. Corio shall be responsible for providing its          Customers with routine technical support of the Software (Levels 1 and          2) as described in the schedule set forth in EXHIBIT C hereto.          Changepoint agrees to provide Level 2 support and maintenance to Corio          for the first four (4) months after the first Customer commences using          the Software in connection with the Corio Services. Corio shall          escalate any technical support questions or problems it is unable to          answer or resolve directly to Changepoint for Changepoint to resolve as          described in the schedule set forth in EXHIBIT C hereto. The support          described in this Section 5.3 and EXHIBIT C hereto shall be provided to          Corio, but Changepoint shall have no obligation to provide any Software          Support or Maintenance services to other third parties. Subject to          Corio's payment of the Software revenue sharing fees as set forth in          EXHIBIT B hereto and the Software Support and Maintenance fee as          provided in Section 2.5 of this Agreement, Changepoint's Software          Support and Maintenance obligation shall continue after termination or          expiration of this Agreement with respect to all Software Users granted          access to the Software prior to termination or expiration of this          Agreement for the remaining duration of each such Software Users'          rights to use the Software pursuant to agreements between Corio and its          Customers. Corio shall assign up to five (5) trained persons to contact          Changepoint on Software Support and Maintenance matters within the          scope of Changepoint's responsibility under EXHIBIT C.

5.4      MANAGEMENT MEETINGS. The parties agree to meet either in person or via          teleconference on no less than a quarterly basis to discuss, without          limitation, engineering, feature-functionality and architecture-related          issues as they pertain to the Software. The specific topics of the          meetings will be determined on a meeting-by-meeting basis. Each party          shall appoint a product manager to coordinate these meetings.          Changepoint may, where appropriate, provide Corio with information          relevant to future Software development efforts, including product and          service roadmap, rollout strategy, and plans for future development          efforts. The product managers shall be those persons set forth on          EXHIBIT A hereto or as subsequently agreed by the parties. The parties          also agree to discuss the amount of Application Management Revenue          received by Corio for Corio Services related to the Software and, at          the end of eighteen (18) months after the Effective Date, the parties          agree to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       9

                             CONFIDENTIAL TREATMENT

         discuss the license fee structure set forth in EXHIBIT B attached          hereto. Corio agrees to use commercially reasonable efforts to          maximize Application Management Revenue received from Customers for          the Corio Services.

5.5      TRAINING. Changepoint shall provide Corio with training as reasonably          requested by Corio to train Corio's technical and support personnel          regarding implementation, use and operation of the Software at no          charge to Corio as set forth in the Statement of Work. Upon completion          of the Statement of Work, during the first year of this Agreement,          Changepoint shall provide training to Corio employees at Corio's          request subject to payment of Changepoint's standard training fees at a          *** discount. Corio Customers may receive training          directly from Changepoint at Changepoint's normal training fees. Corio          shall otherwise be responsible for training its Customers regarding the          Software. Throughout the term of this Agreement, Changepoint shall          provide Corio with training materials and instruction manuals and the          right to re-distribute these training materials and instruction manuals          to its Customers of the Software solely in connection with the Corio          Services. Further, the parties shall work together and cooperate to          train Corio's sales force and product consultants on the Software and          the alliance contemplated by this Agreement, including without          limitation, how to position, sell and demonstrate the Software to          potential customers.

5.6      OTHER SERVICES. Upon Corio's request, Changepoint shall provide certain          professional services, including without limitation, consulting          services, to Corio or its Customers, subject to the mutual written          agreement on the scope of such services, pricing and other terms and          conditions.

5.7      SALES AND MARKETING EFFORTS. The parties shall engage in joint          marketing and sales activities as set forth in EXHIBIT D attached          hereto and made a part hereof. Additionally, Changepoint agrees to          provide Corio with marketing and sales presentation materials. During          the term of this Agreement, Corio agrees to use commercially reasonable          efforts to develop joint customer references or testimonials. Corio and          Changepoint agree that they will promote each other as a leading PSA          Application vendor and a leading Enterprise ASP, respectively, as long          as the preferred relationship between the parties continues in effect





         as set forth in Section 2.10 of this Agreement.

6        TRADEMARKS.

6.1      RIGHT TO DISPLAY. During the term of this Agreement, each party          authorizes the other party to display and use the other's trademarks,          trade names and logos (collectively, the TRADEMARKS) in connection          with that party's sale, advertisement, service and promotion of the          Corio Services or the Software. Each party shall indicate in all          product, service, publicity and printed materials relating to the Corio          Services or the Software that such trademarks are the property of the          originating party. Upon termination of this Agreement, each party shall          cease all display, advertising and use of all Trademarks of the other          party and shall not thereafter use, advertise or display any trademark,          trade name or logo which is, or any part of which is, confusingly          similar to any such designation association with Corio or the Corio          Services or Changepoint or any Changepoint product.

6.2      PROMOTION MATERIALS AND ACTIVITIES. All representations of the other          party's Trademarks that a party intends to use shall be exact copies of          those used by the other party and shall first be submitted to the          originating party for approval of design, color and use, including use   &bbsp;      in conjunction with advertisement, service and promotional materials,          which consent shall not be unreasonably withheld or delayed. To ensure          trademark quality, each party shall fully

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       10

         comply with all written guidelines provided by the other party          concerning the use of the originating party's Trademarks. Each party          agrees to change or correct any material or activity that the          originating party determines to be inaccurate, objectionable,          misleading or a misuse of the originating party's Trademarks.

6.3      GOODWILL AND TRADEMARKS. Each party acknowledges that the other has and          will have substantial goodwill in its Trademarks used in conjunction          with this Agreement, and agrees it shall not do anything that could          injure, diminish or depreciate the value of the goodwill associated          with the Trademarks or business of the other. All goodwill associated          with the use of each party's Trademarks shall enure exclusively to the          owner of such Trademarks.

6.4      CONDUCT OF BUSINESS. Each party shall conduct its business of marketing          each other's products and services pursuant to this Agreement in a          manner that will reflect favorably on the good name and reputation of          the other party. Each party shall comply with all laws, regulations and          ordinances in dealing with each other and with third parties, and in          performing their respective obligations under this Agreement. Each          party shall refrain from engaging in any unfair or deceptive trade          practice or unethical business practice that could unfavorably reflect          upon the other party and its products or services.

7        WARRANTIES AND DISCLAIMER.

7.1      NO CONFLICT. Each party represents and warrants to the other party that          it is under no current obligation or restriction, nor will it knowingly          assume any such obligation or restriction that does or would in any way          interfere or conflict with, or that does or would present a conflict of          interest concerning the performance to be rendered hereunder or the          rights and licenses granted herein.

7.2      INTELLECTUAL PROPERTY WARRANTY. Changepoint represents and warrants to          Corio that (a) Changepoint is the sole and exclusive owner of the          Software or is a licensee of the Software; (b) Changepoint has full and          sufficient right, title and authority to grant the rights and/or          licenses granted to Corio under this Agreement; (c) the Software does          not contain any materials developed by a third party used by          Changepoint except pursuant to a license agreement; and (d) the          Software does not, to the best of Changepoint's knowledge and belief,          infringe any patent, copyright, trade secret, trademark or other          intellectual property rights of a third party.

7.3      PRODUCT WARRANTY. Changepoint warrants that the Software will perform          in substantial accordance with the Documentation, and the media on          which the Software is distributed will be free from defects in          materials and workmanship under normal use, for a period of one hundred          twenty (120) days after delivery of the Software to Corio for          Acceptance Testing (the Warranty Period). In addition, Changepoint          warrants that during the Warranty Period the Software is free of any          willfully introduced computer virus, or any other similar harmful,          malicious or hidden program or data, which is designed to disable,          erase, or alter the Software, or any other files, data, or software.          If, during the Warranty Period, the Software does not perform in          substantial compliance with the Documentation, Changepoint shall take          all commercially reasonable efforts to correct the Software, or if          correction of the Software is reasonably not possible, at Changepoint's          option, replace such Software free of charge. Changepoint will replace          any defective media returned to Changepoint during the Warranty Period.          In the event any such breach of warranty can not be reasonably          corrected at Changepoint's sole expense, Corio has the right to





         terminate this Agreement and receive a

                                       11

         refund of all prepaid fees, if any. The foregoing are Corio's sole          and exclusive remedies for breach of the foregoing product warranty.          The warranty set forth above is made to and for the benefit of Corio          only. This product warranty shall not apply if:

         (a)      the Software has been not properly installed and used at all                   times and in accordance with the Documentation; and

         (b)      Corio has requested modifications, alterations or additions to                   the Software that cause it to deviate from the Documentation.

7.4      PRODUCT WARRANTY - YEAR 2000 COMPLIANCE. Changepoint warrants that the          Software, when used in accordance with the Documentation, is in all          material respects capable upon installation of accurately processing,          providing and/or receiving date data from, into and between the          twentieth and twenty-first centuries, including the years 1999 and          2000, and leap year calculations; provided that all licensee and third          party equipment, systems, hardware, software and firmware used in          combination with the Software properly exchange date data with the          Software and accurately process, provide and/or receive date data from,          into and between the twentieth and twenty-first centuries, including          the years 1999 and 2000, and leap year calculations. Changepoint's sole          liability under this Section 7.4 is limited to use of reasonable          efforts to correct or replace the defective Software with conforming          Software, and if neither of the foregoing are commercially practicable,          as determined by Changepoint in its reasonable discretion, Changepoint          may, at its option, terminate this Agreement and refund all prepaid          fees, if any. The foregoing are Corio's sole and exclusive remedies for          breach of this Year 2000 warranty and Changepoint's sole obligation.

7.5      CORIO WARRANTIES. Corio represents and warrants that (i) it has the          right and power to enter into and fully perform this Agreement, (ii) in          entering into this Agreement, Corio is not, to the best of its          knowledge and belief, in breach of any contractual&sbsp;or other obligation          to any third party, (iii) it will comply with the terms of its          agreements with its Customers who purchase the right to use the          Software in connection with the Corio Services; (iv) it shall not make          any representations about the Software to third parties, including          Customers, which it is not authorized by Changepoint in writing to          make, or which are not set forth in the Documentation or other written          sales, marketing and training materials provided by Changepoint          intended for distribution to customers, and (v) it shall not make any          representations and warranties on behalf of Changepoint unless          expressly authorized by Changepoint in writing.

7.6      DISCLAIMER. Except as expressly provided herein, CHANGEPOINT LICENSES          THE SOFTWARE TO CORIO ON AN AS IS BASIS. NEITHER PARTY MAKES ANY          OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR          OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR          CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT          AND FITNESS FOR A PARTICULAR PURPOSE.

8        INDEMNIFICATION.

8.1      BY CHANGEPOINT. Changepoint shall indemnify, defend and hold harmless          Corio and its Customers from any and all damages, liabilities, costs          and expenses (including reasonable attorneys' fees) awarded by a court          against Corio or its Customers, and from settlements approved in          writing by Changepoint, arising out of any claim that the Software          infringes any patent, copyright, trademark or trade right secret of a          third party; provided that Corio or its Customer promptly notifies          Changepoint in writing of any such claim and promptly tenders

                                       12

         the control and the defense and settlement of any such claim to          Changepoint at Changepoint's expense and with Changepoint's choice          of counsel. Nothing in this provision shall limit Changepoint's          immediate duty to defend Corio and its Customers against any such          claims. Corio or its Customer shall cooperate with Changepoint, at          Changepoint's expense, in defending or settling such claims and          Corio or its Customer may join in defense with counsel of its choice          at its own expense. If the Software is, or in the opinion of          Changepoint may become, the subject of any claim of infringement or          if it is adjudicatively determined that the Software infringes, then          Changepoint may, at its sole option and expense, either (i) procure          for Corio the right from such third party to use the Software, (ii)          replace or modify the Software with other suitable and substantially          equivalent products so that the Software becomes noninfringing, or          if (i) and (ii) are not practicable after Changepoint has exhausted          all reasonable efforts, (iii) terminate this Agreement.

8.2      LIMITATIONS. Changepoint shall have no liability for any infringement          based on (i) the use of the Software other than as set forth in the          Documentation; (ii) the modification of the Software by a party other          than Changepoint, when such infringement would not have occurred but          for such modification, (iii) the combination of the Software with any          other hardware or software product or service when such infringement





         would not have occurred using the Software by itself or (iv) Corio's          copying, distribution or use of the Software after receiving          Changepoint's written notice to Corio of a third party claim of          infringement applicable to the Software.

 8.3     BY CORIO. Corio shall indemnify, defend and hold harmless Changepoint          and its affiliated companies from any and all damages, liabilities,          costs and expenses (including reasonable attorneys' fees) awarded by a          court against Changepoint and its affiliated companies, and from          settlements approved in writing by Corio, for infringement of any          patent, copyright, trademark or trade right secret of a third party          arising out (i) use of the Software by Corio other than as set forth in          the Documentation or as authorized by this Agreement; (ii) modification          of the Software by Corio except as authorized by Changepoint or by this          Agreement, when such infringement would not have occurred but for such          unauthorized modification, (iii) Corio's copying, distribution or use          of the Software after receiving Changepoint's written notice to Corio          of a third party claim of infringement applicable to the Software, or          (iv) a combination of the Software with other hardware or software          product or service, if such infringement would not have occurred using          the Software alone. Corio's obligation to indemnify Changepoint is          subject to Changepoint providing Corio with prompt written notice of          any such claim and promptly tendering the control and the defense and          settlement of any such claim to Corio at Corio's expense and with          Corio's choice of counsel. Nothing in this provision shall limit          Corio's immediate duty to defend Changepoint against any such claims.          Changepoint shall cooperate with Corio, at Corio's expense, in          defending or settling any such claims and Changepoint may join in          defense with counsel of its choice at its own expense.

9        LIMITATION OF LIABILITY.

         EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2.7, 8, 10 AND 12.3 OF THIS          AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR          RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE          EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CORIO HEREUNDER FOR THE          TRANSACTION WHICH THE LIABILITY RELATES TO DURING THE TWELVE (12)          MONTHS IMMEDIATELY PRIOR TO THE CAUSE OF

                                       13

         ACTION FIRST ARISING, EVEN IF IT IS A CONTINUOUS ONE, OR IN THE          AGGREGATE, WITH RESPECT OF ALL CLAIMS ARISING OUT OF OR RELATED TO          THIS AGREEMENT, THE TOTAL AMOUNT ACTUALLY PAID BY CORIO UNDER THIS          AGREEMENT TO CHANGEPOINT. EXCEPT FOR LIABILITY ARISING UNDER          SECTIONS 2.7, 8, 10 AND 12.3 OF THIS AGREEMENT, IN NO EVENT SHALL          EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST          PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR          FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES          HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT          SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE          PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION          OF RISK.

10       CONFIDENTIALITY.

         Each party hereby agrees that it shall not use any Confidential          Information received from the other party other than as expressly          permitted under the terms of the non-disclosure agreement in effect          between the parties dated October 29, 1999, which is incorporated          herein by reference and made a part hereof. For purposes of this          Agreement, Confidential Information means the definition given to          that term in such non-disclosure agreement. The parties agree that          Changepoint's Software and Documentation (except that Documentation          which this Agreement contemplates will be provided to Customers) shall          be deemed Confidential Information subject to that non-disclosure          agreement. The terms and conditions of this Agreement shall also be          deemed Confidential Information subject to that non-disclosure          agreement, but the terms of this Agreement may be disclosed by a party          in connection with a significant transaction involving the merger or          sale of all or a substantial part of the assets of the receiving party.          Further, each party represents and warrants that their respective          employees, agents, contractors or consultants that will be provided the          other party's confidential information have or will have signed          agreements with customary terms containing confidentiality provisions          and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Each          party covenants that during the term of this Agreement, it will          continue to require all of such employees, agents, contractors or          consultants to sign an Employee NDA/Invention Agreement.

11       TERM AND TERMINATION.

11.1     TERM. The term of this Agreement shall commence on the Effective Date          and, subject to the provisions of this Agreement, shall continue in          full force and effect for an initial period of five (5) years.          Thereafter, this Agreement shall automatically renew for subsequent one          (1) year periods unless either party provides the other party with          written notification at least thirty (30) days prior to the expiration          of the initial five (5) year term or any one (1) year renewal thereof          of its intention to terminate this Agreement.

11.2     TERMINATION. If either party breaches any material term or condition of          this Agreement and fails to cure such breach within sixty (60) days          after receiving written notice of the breach, the nonbreaching party





         may terminate this Agreement on written notice at any time following          the end of such sixty (60) day period. Notwithstanding the foregoing,          Corio shall have thirty (30) calendar days after receipt of written          notice from Changepoint to cure any nonpayment. Compliance by the          Software with the Software's Documentation after expiration of the          Warranty Period shall be deemed a material condition of this Agreement.          To the extent permitted by applicable law, either party may terminate          this Agreement by

                                       14

         notice in writing to the other party in the event that (i) a          receiver, trustee, liquidator, administrator or administrative          receiver should be appointed for either party or its property, (ii)          either party should become insolvent or unable to pay its debts as          they mature or cease to pay its debts as they mature in the ordinary          course of business, or makes an assignment for the benefit of          creditors or makes a proposal to its creditors or files a notice of          intention to do so, (iii) any proceedings should be commenced          against either party under any bankruptcy, insolvency or debtor's          relief law, and such proceedings are not vacated or set aside within          fifteen (15) days from the date of commencement thereof, or (iv)          either party is liquidated or dissolved (except as part of an          assignment permitted under Section 14.1 of this Agreement).

11.3     EFFECT OF TERMINATION OR EXPIRATION. The following Sections shall          survive the termination or expiration of this Agreement according to          the provisions of this Section 11.3: 2.1, 2,2, 2.3, 4.2, 4,5, 4.6, 4.7,          5.3, 7, 8, 9, 10, 12, 14 and Exhibits B and C. Corio's right to allow          its then-existing Customers and their Software Users to use and access          the Software in accordance with Sections 2.1 and 2.5 of this Agreement          and all payment obligations related thereto shall survive any          termination or expiration of this Agreement only for the remaining term          of any contracts Corio has with its Customers to continue providing the          Corio Services. Changepoint's obligation to provide Software Support          and Maintenance to Corio and its Customers shall survive any          termination or expiration of this Agreement for the remaining term of          any contracts Corio has with such Customers to continue providing the          Corio Services, provided Corio continues to make its revenue share fee          payments (and Software Support and Maintenance payments under Section          2.5 of this Agreement with respect to those licenses) to Changepoint as          specified in this Agreement. Notwithstanding the foregoing, the license          grants in Sections 2.1 and 2.2 of this Agreement, and Changepoint's          continuing obligation to provide Software Support and Maintenance under          Sections 4.2 and 5.3 of this Agreement shall terminate if Changepoint          terminates this Agreement for Corio's non-payment or other material          breach according to the provisions of Section 11.2 of this Agreement.          Sections 7, 8, 9, 10, 12 and 14 of this Agreement shall survive          termination or expiration of this Agreement for any reason. Upon          termination or expiration of this Agreement, each party shall otherwise          return or destroy any Confidential Information of the other party          provided, however, Corio may retain such Confidential Information as is          necessary for Corio to continue supporting it's then-existing Customers          according to the provisions of this Section 11.3. Upon termination or          expiration of this Agreement, all outstanding and unpaid amounts owed          by Corio to Changepoint under this Agreement shall become immediately          due and payable. Section 2.3 of this Agreement shall survive for the          time period provided in such section.

12       SOURCE CODE ESCROW.

12.1     ESCROW ACCOUNT. Within sixty (60) days of the Effective Date,          Changepoint agrees to execute an escrow agreement by and among Corio,          Changepoint and a mutually acceptable escrow agent (the ESCROW          AGENT). The Escrow Agent shall require Changepoint to place in an          escrow account in Toronto a copy of the source code of the Software          including all Updates and Upgrades thereto, documentation and similar          materials (the SOURCE CODE). The escrow agreement shall contain, at a          minimum, the terms and conditions set forth in this Section 12. Corio          shall bear all fees, expenses and other charges to open and maintain          such escrow account. If a Release Condition (as defined in Section 12.2          of this Agreement) occurs and the Escrow Agent provides the Source Code          to Corio under the escrow agreement, Corio agrees to hold the Source          Code in strict confidence, and not to use the Source Code for any          purpose other than those purposes set forth under Section 12.3 of this          Agreement. This

                                       15

         source code escrow shall survive any termination or expiration of          this Agreement for the remaining term of any contracts Corio has          with such Customers to continue providing the Corio Services.

12.2     RELEASE. Corio shall notify Changepoint in writing if it believes that          one of the following events (the RELEASE CONDITIONS) has occurred and          that it intends to seek release of the Source Code from the escrow          account: (i) Changepoint's dissolution or ceasing to do business in the          normal course, except as a result or a merger, amalgamation or sale of          all or a substantial part of the assets of Changepoint, or (ii)          Changepoint's repeated and material breach of Changepoint's Software          Support and Maintenance obligations defined under Section 5 of this          Agreement and EXHIBIT C pertaining to the correction of programming





         errors and such breach is not cured within sixty (60) days of receipt          of written notice thereof from Corio. If Changepoint notifies Corio in          writing that it disputes whether any such event has occurred, officers          of each of the parties shall negotiate for a period of ten (10)          business days to attempt to resolve the dispute. At the end of such ten          (10) business day period, if the parties have not resolved the dispute,          the matter shall be referred to dispute resolution in the manner set          forth in the escrow agreement and there shall be no release until the          dispute is resolved.

12.3     LICENSE. Upon the release of the Source Code to Corio pursuant to          Section 12.2 of this Agreement, Corio shall have a royalty-free,          nonexclusive, nontransferable, right and license at its head office to          use and modify the Source Code to support and maintain the Software          until the expiration or termination of Corio's Customers' License          Agreements for the Corio Services. The object code derived from the          Source Code so modified shall be subject to the same rights and          restrictions on use, reproduction and disclosure that are contained in          this Agreement with respect to the Software. Corio shall not          distribute, sell or sublicense the Source Code or use the Source Code          to develop new products or for commercial purposes other than to          support Customers of the Corio Services. Subject to the licenses          expressly granted in this Agreement, Changepoint shall retain all          right, title and interest in and to the Source Code. Corio may disclose          the Source Code to a contractor(s) for the purposes set forth in this          Section 12.3 provided that such contractor is not a direct or indirect          competitor of Changepoint of any affiliate of Changepoint, and provided          further that such contractor(s) agrees to maintain the Source Code in          strict confidence and to use the Source Code only as expressly          permitted under this Section 12. Access to the Source Code shall be on          a need to know only basis and shall be retained by contractors only for          so long as reasonably required for the purposes set forth in this          Section 12.

13       SHARED RESOURCES.

13.1     OPERATIONS. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          operations personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard fees at a twenty percent (20%) discount along with payment by          Corio of reasonable travel and living expenses. These Changepoint          operations personnel shall work together with Corio personnel to          optimize the architecture and performance of the Software in a hosted          environment as well as to help Corio address changes Changepoint has          made to the Software as part of an Update or Upgrade that affect          Corio's ability to host the Software. Changepoint and Corio shall only          commit personnel with expertise in installations, operating          environments and networking functionality.

                                       16

13.2     CONSULTING. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          consulting personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard professional services fees at a twenty percent (20%) discount          along with payment by Corio of reasonable travel and living expenses.          These Changepoint consulting personnel shall initially work together          with Corio personnel to develop implementation templates.

13.3     ENGINEERING. Subject to availability of such personnel, Changepoint          shall, on a case by base basis, provide Corio with reasonable access to          Changepoint engineering personnel at no additional cost to Corio. Such          joint engineering work may include product development, including          without limitation, technical and functional application development          and integration.

13.4     OTHER. Any other services not provided for under this Agreement shall          be subject to the terms of a separate agreement between the parties at          a cost to Corio of twenty percent (20%) off Changepoint's standard fees          for the applicable services.

14       MISCELLANEOUS.

14.1     ASSIGNMENT. Neither party may assign this Agreement or any rights or          obligations hereunder, whether by operation of law or otherwise,          without the prior written consent of the other party. Notwithstanding          the foregoing, either party shall have the right to assign this          Agreement in connection with the merger or acquisition of such party or          the sale of all or substantially all of its assets related to this    &bbsp;     Agreement without such consent, except in the case where such          transaction involves a direct competitor of the other party where          consent of the other party will be required. Subject to the foregoing,          this Agreement will bind and inure to the benefit of the parties, their          respective successors and permitted assigns. Any assignment in          violation of this Section 14.1 shall be null and void.

14.2     WAIVER AND AMENDMENT. No modification, amendment or waiver of any          provision of this Agreement shall be effective unless in writing and          signed by the party to be charged. No failure or delay by either party          in exercising any right, power, or remedy under this Agreement, except          as specifically provided herein, shall operate as a waiver of any such          right, power or remedy.





14.3     CHOICE OF LAW; ARBITRATION; VENUE. This Agreement shall be governed by          the laws of the State of California, USA, excluding conflict of laws          provisions and excluding the 1980 United Nations Convention on          Contracts for the International Sale of Goods. Any disputes arising out          of this Agreement shall be resolved by binding arbitration in          accordance with the then-current commercial arbitration rules of the          American Arbitration Association (RULES). The arbitration shall be          conducted by one (1) arbitrator appointed in accordance with the Rules          in San Francisco County, California. A judgment upon the award may be          entered in any court having jurisdiction of the parties, including          without limitation the courts in San Francisco, California. The          non-prevailing party in the arbitration shall pay all fees and charges          of the American Arbitration Association; each party, however, shall be          responsible for the payment of all fees and expenses connected with the          presentation of its respective case.

14.4     NOTICES. All notices, demands or consents required or permitted under          this Agreement shall be in writing. Notice shall be considered          delivered and effective on the earlier of actual receipt or when (a)          personally delivered; (b) the day following transmission if sent by          facsimile followed by written confirmation by registered overnight          carrier or certified United

                                       17

         States or Canadian mail; or (c) one (1) day after posting when sent          by registered private overnight carrier (e.g., DHL, Federal Express,          etc.); or (d) five (5) days after posting when sent by certified          United States or Canadian mail. Notice shall be sent to the parties          at the addresses set forth on the first page of this Agreement or at          such other address as shall be specified by either party to the          other in writing.

14.5     INDEPENDENT CONTRACTORS. The parties are independent contractors with          respect to each other. Each party is not and shall not be deemed to be          an employee, agent, partner or legal representative of the other for          any purpose and shall not have any right, power or authority to create          any obligation or responsibility on behalf of the other.

14.6     SEVERABILITY. If any provision of this Agreement is held by a court of          competent jurisdiction to be contrary to law, such provision shall be     &sbsp;    changed and interpreted so as to best accomplish the objectives of the          original provision to the fullest extent allowed by law and the          remaining provisions of this Agreement shall remain in full force and          effect.

14.7     FORCE MAJEURE. Neither party shall be deemed to be in breach of this          agreement for any failure or delay in performance caused by reasons          beyond its reasonable control, including but not limited to acts of          God, earthquakes, strikes or shortages of materials.

14.8     SUBCONTRACT. Changepoint understands and agrees that Corio shall solely          direct the provision of Corio Services and may subcontract certain          portions of the operations of the Corio Services to third parties at          any time during the term of the Agreement. Corio shall not sublicense          its distribution license rights under Section 2.5.

14.9     BANKRUPTCY. The parties hereto agree that Corio, as a licensee of          Changepoint's intellectual property, shall be afforded all of the          protections afforded to a licensee under Section 365(n) of the United          States Bankruptcy Code, as amended from time to time (the CODE) so          that the Trustee or Debtor in Possession, as defined in the Code, will          not interfere with Corio's license with respect to the Software as          provided in this Agreement, as set forth in Section 365(n) of the Code.          The equivalent provisions of Canadian bankruptcy law shall also apply          to Corio's rights under this Agreement.

14.10    COMPLETE UNDERSTANDING. This Agreement including all Exhibits, the non          disclosure agreement between the parties incorporated herein pursuant          to Section 10 of this Agreement and the Statement of Work referenced in          this Agreement and incorporated by reference herein, constitutes the          final, complete and exclusive agreement between the parties with          respect to the subject matter hereof, and supersedes any prior or          contemporaneous agreement.

14.11    EXPORT CONTROLS AND U.S. GOVERNMENT TRANSACTIONS. Corio agrees that it          shall not export or reexport the Software or Documentation outside the          United States and Canada without first obtaining permission from          applicable authorities in the United States and Canada. Changepoint          agrees to reasonably assist Corio in obtaining any required export          permissions at no additional cost to Corio. Corio agrees not to provide          the Corio Services involving the Software to the United States          government without the prior written consent of Changepoint as to the          form and substance of the restricted rights legends to be applied to          the Software.

14.12    COUNTERPARTS. This Agreement may be executed in any number of          counterparts, each of which shall be deemed an original and which, if          taken together, shall be deemed to constitute one and the same          instrument.

                                       18





14.13    CONSTRUCTION. The fact that one party drafted some or all of this          Agreement shall not be held against such party in any dispute regarding          construction or interpretation of this Agreement or any part of this          Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CORIO, INC.                                   CHANGEPOINT, INC.

By: _______________________________           By: _____________________________

Name: _____________________________           Name: ___________________________

Title: ____________________________           Title: __________________________

Date: _____________________________           Date: ___________________________

                                       19

                                    EXHIBIT A

                                    SOFTWARE

1.       SOFTWARE.          Changepoint v 5.1

2.       DEMONSTRATION SOFTWARE.          Changepoint v 5.1

3.       RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:          ____________. The Changepoint Relationship Manager shall be:          _____________.

4.       PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the          Corio product manager shall be: _______________. The Changepoint          product manager shall be:______________________.

                                       20

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT B

                                     PRICING

SOFTWARE: Changepoint v 5.1

REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

         Corio to pay Changepoint *** of all Application          Management Revenue from Corio Customers for use of Changepoint Software          subject to the following limitations.

                A.  The Corio invoice amounts used to calculate the revenues                     subject to this revenue share shall not include Professional                     Service fees or Network access fees.

                B.  These Application Management Revenue fees shall begin                     accruing when the Corio Customer first commences making                     payments to Corio for the Corio Services.

         Software support and maintenance fees are included in the 10% Revenue          Sharing Fee.

PAYMENT TERMS

Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close. Implementation or Professional Service Fees: Net 30 days from date of Changepoint invoice, which shall be issued only after successful completion of each agreed upon milestone.

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       21

                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

CORIO RESPONSIBILITIES:

Corio will provide Level 1 Support and Level 2 Support directly to Customers and Software Users.





Level 1 Support means the service provided in response to the initial phone call placed by a Customer or Software User which identifies and documents an error in the Software. This includes problem source identification assistance, problem analysis, problem resolution, installation planning information and preventative and corrective service information.

Level 2 Support means the service provided to analyze or reproduce the error or to determine that the error is not reproducible. This includes problem recreation and in-depth technical analysis.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

CHANGEPOINT RESPONSIBILITIES:

Changepoint will provide Level 3 Support to Corio for problems that have been escalated beyond Level 2 Support.

Changepoint will provide Level 3 Support to Corio according to the following problem priority level definitions and respective schedules:

- -    Priority One Problems are those in which the Software fails to perform      major functions on a system-wide basis resulting in a critical business      impact. Changepoint will allocate resources to address the problem within      two (2) business hours.

- -    Priority Two Problems are those in which the functionality of the      Software is substantially restricted or the problem is restricted to      individual workstations. Changepoint will allocate resources to address the      problem within eight (8) business hours.

- -    Priority Three Problems are those in which the functionality of the      Software is slightly restricted. Changepoint will allocate resources to      address the problem within two (2) business days.

- -    Priority Four Problems are minor errors that do not affect the      functionality of the Software. Changepoint will allocate resources to      address the problem within five (5) business days.

Beginning February 15, 2000, Changepoint, as part of Level 3 Support will provide access 24 hours per day, 7 days per week telephone or pager support for Priority One Problems.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

                                       22

                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.   RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt to      meet at mutually agreeable times no less than every quarter to review and      coordinate sales efforts and review customer response to the Software and      the Corio Services, and address other topics related to this Agreement.

2.   JOINT MARKETING PLANS. During the term of this Agreement the parties agree      to develop, review and submit to each other new and continuing marketing      plans with respect to the Corio Services and the Software, respectively.

3.   MARKETING FUND. Within six (6) months after the Effective Date of the      Agreement, Corio and Changepoint each would contribute to a marketing fund      to be jointly managed by the parties to promote the sale and marketing of      the Corio Services and the Software. Each party's initial amount of      contribution is Fifty Thousand dollars ($50,000U.S.).

4.   PERSONNEL. Each party agrees to assign sufficient sales or marketing      personnel to assist in the sales and marketing promotional activity set      forth in this Exhibit D.

5.   COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Changepoint may      engage in the following activities: joint publicity releases, joint      marketing materials, joint marketing calls, joint conference and trade show      efforts, and strategy coordination concerned with promoting the Software      and the Corio Services in the commercial marketplace.

6.   INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of the      Agreement, Corio agrees to use commercially reasonable efforts to obtain      orders from two (2) Customers for the Corio Services which include access      to the Software.

7.   SALES INCENTIVES. During the period of their preferred relationship, the      parties will provide their internal and external sales personnel sufficient      incentives designed to actively promote and encourage cross selling of the      Corio Services and the Software, respectively.

                                       23





                                    EXHIBIT E

                      CUSTOMER LICENSE TERMS AND CONDITIONS

1.    THIRD-PARTY BENEFICIARY. Changepoint, Inc. (Changepoint) shall be a       direct and intended third-party beneficiary to this Agreement.

2.    AUDIT. Changepoint's independent certified auditors will have the right,       exercisable not more than once every twelve (12) months, to inspect upon       reasonable notice and during End User's regular business hours, End User's       relevant records to verify End User's compliance with the terms of this       Agreement and/or Changepoint's compliance with its obligations to       Changepoint.

3.    NO ADDITIONAL WARRANTY. CORIO MAY PROVIDE THE SOFTWARE TO END USERS WITH       ONLY THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED       AGREEMENT. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED,       OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED       WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND       NONINFRINGEMENT. CORIO SHALL BE SOLELY RESPONSIBLE FOR ANY WARRANTIES IT       MAY GIVE TO END USERS WHICH ARE IN ADDITION TO OR OTHERWISE DIFFERENT FROM       THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED AGREEMENT.

4.    LIMITATION OF LIABILITY. IN NO EVENT WILL CHANGEPOINT BE LIABLE UNDER SUCH       AGREEMENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,       LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR       CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE       FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED       HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,       INCLUDING NEGLIGENCE, EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE       POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CHANGEPOINT WILL NOT BE LIABLE       FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR       SAID SERVICES. CHANGEPOINT'S, LIABILITY UNDER SUCH AGREEMENT FOR DIRECT,       INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND,       INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED       THE FEE PAID BY END USER TO CHANGEPOINT UNDER SUCH AGREEMENT.

5.    SOFTWARE USER LIMITS. The Software may only be used by the number of       Software Users licensed under Customer agreements with Corio for the       Software as part of the Corio Services.

6.    RESTRICTIONS ON END USE. Software Users shall not reverse engineer the       Software and shall maintain the Software in confidence.

                                       24

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT F

                        SCHEDULE FOR WEB-ENABLED SOFTWARE

LEGEND

  [CLOCK]    Feature shall exist in v5.2 of the Software (shipping              approximately Dec 15, 1999)

   Q1/Q2    Feature planned for Q1 or Q2 calendar year 2000

- ------------------------------------------------------------------------------------ FEATURE DESCRIPTION                                               BROWSER CLIENT - -------------------                                               --------------                                                                 - ------------------------------------------------------------------------------------ MY FAVOURITES - ------------- - ------------------------------------------------------------------------------------ Home Page - ------------------------------------------------------------------------------------             Reminders                                                 *** - ------------------------------------------------------------------------------------             Workflow                                                  *** - ------------------------------------------------------------------------------------             Approve/Reject Time                                       *** - ------------------------------------------------------------------------------------             Approve/Reject Expense Reports                            *** - ------------------------------------------------------------------------------------             Approve/Reject Invoices                                   *** - ------------------------------------------------------------------------------------             Scheduled Activities                                      *** - ------------------------------------------------------------------------------------             Pipeline Report                                           *** - ------------------------------------------------------------------------------------ My Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Maintain List                                             *** - ------------------------------------------------------------------------------------ Projects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------





            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment             &bbsp;                           *** - ------------------------------------------------------------------------------------             Change Status                                             *** - ------------------------------------------------------------------------------------             Gantt Planning Tool                                       *** - ------------------------------------------------------------------------------------             Reassign Project                                          *** - ------------------------------------------------------------------------------------             Project Rollup                                            *** - ------------------------------------------------------------------------------------             MSP Integration                                           *** - ------------------------------------------------------------------------------------ Tasks - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                             CONFIDENTIAL TREATMENT

            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Reorder                                                   *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------             Update Billing Role                                       *** - ------------------------------------------------------------------------------------             Status Task                                               *** - ------------------------------------------------------------------------------------             Baseline                                                  *** - ------------------------------------------------------------------------------------             Create Sub-Project                                        *** - ------------------------------------------------------------------------------------ Timesheet - ------------------------------------------------------------------------------------             View Time                                                 *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------             Status Tasks                                              *** - ------------------------------------------------------------------------------------             Central Time Booking                                      *** - ------------------------------------------------------------------------------------ Expense sheet - ------------------------------------------------------------------------------------             View Expenses                                             *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       25

                            CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Enter Expenses                                            *** - ------------------------------------------------------------------------------------             Create Expense Report                                     *** - ------------------------------------------------------------------------------------             Central Expense Submission                                *** - ------------------------------------------------------------------------------------ Team Folders - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create New Items                                          *** - ------------------------------------------------------------------------------------             Edit Items                                                ***





- ------------------------------------------------------------------------------------             Create New Team Folders                                   *** - ------------------------------------------------------------------------------------ Availability - ------------------------------------------------------------------------------------             View Calendar                                             *** - ------------------------------------------------------------------------------------             Update Calendar                                           *** - ------------------------------------------------------------------------------------ DIRECTORY - --------- - ------------------------------------------------------------------------------------ Companies - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Resource - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Group Homepages                                           *** - ------------------------------------------------------------------------------------             Personal Options                                          *** - ------------------------------------------------------------------------------------ Product - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                CONFIDENTIAL TREATMENT

MARKETING - --------- - ------------------------------------------------------------------------------------ Prospects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Import from file                                          *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Leads - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Campaigns - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                  &bbsp; *** - ------------------------------------------------------------------------------------             Edit                                                      ***





- ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Competition - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       26

                           CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Corporate News - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ SALES - ----- - ------------------------------------------------------------------------------------ Opportunities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                          &sbsp;           *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Activities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Mark Complete                                             *** - ------------------------------------------------------------------------------------             Customize                                                 *** - ------------------------------------------------------------------------------------ Sales Management - ------------------------------------------------------------------------------------ CLIENT SERVICES - --------------- - ------------------------------------------------------------------------------------ Engagements - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                &bbsp;                        *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.





                                CONFIDENTIAL TREATEMNT

            Resource Scheduling                                       *** - ------------------------------------------------------------------------------------             Resource Search                                           *** - ------------------------------------------------------------------------------------             Skill Search                                              *** - ------------------------------------------------------------------------------------ SUPPORT DESK - ------------ - ------------------------------------------------------------------------------------ Support Customers - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------ Calls - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------ Knowledge Base - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Search                                                    *** - ------------------------------------------------------------------------------------ Assets - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       27

                             CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                 FINANCE - ------- - ------------------------------------------------------------------------------------ Invoices - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Submit for Approval                                       *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Approve/Reject Invoice                                    *** - ------------------------------------------------------------------------------------             Create Credit Note                                        *** - ------------------------------------------------------------------------------------             Edit Credit Note                                          *** - ------------------------------------------------------------------------------------             Record Payment                                            *** - ------------------------------------------------------------------------------------             Archive Invoice                                           *** - ------------------------------------------------------------------------------------ Expense Advance - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Currency Exchange - ------------------------------------------------------------------------------------             Add Exchange Rate                                         ***





- ------------------------------------------------------------------------------------             Modify Exchange Rate                                      *** - ------------------------------------------------------------------------------------ Time - ------------------------------------------------------------------------------------             De-Submit Time                                            *** - ------------------------------------------------------------------------------------             Transfer Time/Expense                                     *** - ------------------------------------------------------------------------------------ REPORTING - --------- - ------------------------------------------------------------------------------------             Report Viewing                                            *** - ------------------------------------------------------------------------------------             Report Favorites                                          *** - ------------------------------------------------------------------------------------             OLAP Analysis Tools                                       *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       28

                                    EXHIBIT G

                              CHANGEPOINT SOFTWARE

                  LICENSE AND MAINTENANCE AGREEMENT (U.S.A. SS)

   Between:                                    and:    -------------------------------------------------------------------------------------                                                 CHANGEPOINT INC.                             CORIO, INC.

   1595 Sixteenth Avenue                        700 Bay Road    Suite 700                                    Suite 210    Richmond Hill, Ontario                       Redwood City, CA   94063    Canada                                       U.S.A.    L4B 3N9    -------------------------------------------------------------------------------------    (hereinafter referred to as Changepoint)   (hereinafter referred to as Customer)

Contract No.  _______________

This Agreement sets out the terms pursuant to which Customer may use the Licensed Materials (as that term is hereinafter defined). This Agreement also sets out the terms pursuant to which Changepoint will provide Implementation Services and Maintenance Services to Customer.

The CHANGEPOINT Software License and Maintenance Agreement - Terms and Conditions on the following pages of this document and the attached Appendix A form an integral part of this Agreement.

The parties by their authorized representatives and intending to be legally bound have entered into this Agreement as of the ___ day of _____, 1999 (the Effective Date).

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

                                       29

                              CHANGEPOINT SOFTWARE

                       LICENSE AND MAINTENANCE AGREEMENT -

                              TERMS AND CONDITIONS

                           ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS

         In this Agreement and in Appendix A the following terms shall have the respective meanings ascribed to them as follows:

(A)      AFFILIATE means with respect to any person, any other person directly          or indirectly controlling, controlled by, or under common control of          such person. Control as used here means the legal, beneficial or          equitable ownership, directly or indirectly, of more than 50% of the          aggregate of all voting interests in such entity.

(B)      BUSINESS DAYS means Monday through Friday excluding any day which is





         a nationally observed holiday in both the United States of America and          Canada.

(C)      BUSINESS HOURS means 8:00 a.m. - 7:00 p.m. Eastern Time on Business          Days.

(D)      CLIENT ACCESS LICENSE means a Software License which authorizes          Customer to install a Component of the Licensed Software on a single          client device (e.g. - computer workstation).

(E)      COMPONENTS mean the components of the CHANGEPOINT Software referred          to in Appendix A.

(F)      CONFIDENTIAL INFORMATION means (i) all information of either party or          its affiliates or of third persons to whom a party owes a duty of          confidence that is marked confidential, restricted or proprietary or          that may reasonably be considered as confidential from its nature or          from the circumstances surrounding its disclosure; and (ii) the          Licensed Materials.

(G)      DOCUMENTATION means in relation to the Licensed Software, the user          documentation made generally available by Changepoint to customers          which have been granted a license from Changepoint to use the Licensed          Software.

(H)      INSTALLATION FEES has the meaning given to it in Section 4.2.

(I)      INSTALLATION SERVICES has the meaning given to it in Section 3.2.

(J)      INTELLECTUAL PROPERTY RIGHTS includes all worldwide intellectual and          industrial property rights including all rights in each country to          copyrights, trademarks, service marks, patents, inventions, industrial          designs, trade secrets, trade dress and all other proprietary rights.

(K)      LICENSE means Customer's license to use the Licensed Materials          described in Article 2 and in Appendix A.

(L)      LICENSE FEES means the license fees to be paid by Customer to          Changepoint which are described in Section 4.1.

(M)      LICENSED MATERIALS means the Licensed Software and Documentation and          includes Maintenance Releases and Enable Codes which Changepoint may          from time to time provide to Customer hereunder.

(N)      LICENSED SOFTWARE means the Components of the CHANGEPOINT Software in          object code format licensed to Customer hereunder and described in          Appendix A and such additional Components of the CHANGEPOINT Software          which Customer and Changepoint hereinafter agree shall be added to          Appendix A.

(O)      MAINTENANCE has the meaning given to it in Section 4.2.

(P)      MAINTENANCE FEES has the meaning given to it in Section 4.2.

(Q)      MAINTENANCE RELEASE means new versions and releases of the Licensed          Software which Changepoint makes generally available to its customers          who have contracted with it to receive Maintenance Service for the          Licensed Software.

(R)      MAINTENANCE SERVICES means the services described in Section 7.2.

(S)      SOFTWARE LICENSES means the utilization licenses and associated          restrictions with respect to the Licensed Software granted to Customer          hereunder which are set forth in Appendix A.

(T)      WARRANTY PERIOD means the period as set out in Appendix A.

(U)      WARRANTY SUPPORT means the warranty support set forth in Section          6.1(a).

                               ARTICLE 2 - LICENSE

2.1      LICENSE

(a)      Subject to the provisions of this Agreement including the provisions of Article 8, Changepoint hereby grants to Customer and Customer hereby accepts from Changepoint the perpetual, personal, non-transferable and non-exclusive Software Licenses to use the Licensed Software for Customer's internal business purposes. Customer may also make a reasonable number of back-up copies, but not to exceed two (2) copies, of the Licensed Software for use as part of Customer's disaster recovery plan.

(b)      The Licensed Materials may be used only as set out in this Agreement and Customer agrees not to make any copies (whether in electronic or any other form) or use thereof other than as expressly permitted herein or by Changepoint in writing in advance, even if it is technically feasible to do so. Without limiting the generality of the foregoing, Customer agrees to use the Licensed Software only to the extent authorized by the Software Licenses.

(c)      Customer's License to use the Licensed Materials shall commence on the Effective Date.

2.2      DOCUMENTATION

                                       30





         The Documentation may be used by Customer at Customer sites for the purpose of assisting Customer in using the Licensed Software for the internal business purposes of Customer. Changepoint agrees to deliver one copy of the Documentation to Customer in either printed or electronic form. Documentation provided in machine readable form may be printed and used solely for the internal business purposes of Customer. No other reproduction or use of the Documentation is permitted.

2.3      THIRD PARTY USERS

         For the purpose of operating Customer's business, the parties intend that certain unrelated third parties with whom Customer has a business relationship such as a supplier or customer and the employees of such third person (hereunder Business Third Parties), will have limited right to use certain Components of the Licensed Software solely for the purpose of providing services to Customer. All such persons must execute an agreement in writing with Customer to maintain the Confidential Information in confidence and to use the Licensed Materials only as permitted. Customer agrees to strictly enforce the provisions of such non-disclosure agreements set forth in this Section 2.3 and all other provisions of this Agreement as applicable to any and all uses of the Licensed Materials.

                      ARTICLE 3 - DELIVERY AND INSTALLATION

3.1      DELIVERY OF LICENSED MATERIALS

         Changepoint agrees to deliver to Customer one (1) copy of the most current release and version of the Licensed Materials. The Documentation will be provided solely in the English language.

3.2      INSTALLATION SERVICES

         Changepoint agrees to provide the installation services (the Installation Services) described in Appendix A.

3.3      ENABLE CODES

         To enable Customer to install the Licensed Software, Changepoint will provide Customer with information or data which are intended to enable the Licensed Software to be used ( the Enable Codes). The Enable Codes are designed to enable Customer to use the Licensed Software in accordance with the number of Software Licenses acquired hereunder. Customer acknowledges and agrees that additional Enable Codes will need to be obtained from Changepoint if Customer acquires one or more additional Software Licenses from Changepoint. Customer agrees not to, and shall cause all users not to, modify, adapt or create derivative works of any Enable Codes provided, develop or have developed any Enable Codes, or use any Enable Codes other than those provided by Changepoint.

                       ARTICLE 4 - PRICE AND PAYMENT TERMS

4.1      LICENSE FEES

         Customer shall pay to Changepoint the license fees described in Appendix A (the License Fees). The License Fees shall be due and paid as provided for in Appendix A.

4.2      MAINTENANCE AND INSTALLATION FEES

         Customer agrees to pay to Changepoint the Maintenance Fees and the Installation Fees set out in Appendix A.

4.3      TAXES AND INTEREST

(a)      Customer shall pay (and Changepoint shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Changepoint in connection with the Licensed Materials and/or Maintenance Services and other services provided hereunder, excluding only income taxes payable by Changepoint.

(b)      All overdue payments shall bear interest at a rate of 12% per annum on the amounts outstanding from the time such amounts become due until payment is received by Changepoint.

           ARTICLE 5 - PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1      TITLE TO LICENSED MATERIALS

         Customer acknowledges and agrees that Changepoint or licensors of Changepoint shall retain all right, title and interest in and to the Licensed Materials and all copies thereof, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to the Licensed Materials or to any copy thereof or any license right with respect to same not expressly granted herein, including, without limitation, with respect to the Intellectual Property Rights therein.

5.2      CONFIDENTIAL INFORMATION

(a)      Each party agrees to maintain the confidentiality of the Confidential Information of the other party and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party's Confidential





Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party's employees, and to contractors and consultants of

                                       31

such party who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information hereunder.

(b)      The provisions of Section 5.2(a) shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain, (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party, (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence, (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it, (v) was independently developed by a party without reference to the confidential information of the other party or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that the ordered party will first have provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.

5.3      PROTECTION OF PROPRIETARY RIGHTS

(a)      Customer shall not remove any proprietary, copyright, patent, trade mark, design right, trade secret, or any other proprietary rights legends from the Licensed Materials.

(b)      Customer agrees not to disassemble, decompile, translate or convert into human readable form or into another computer language, reconstruct or decrypt, or reverse engineer, all or any part of the Licensed Materials in accordance with law. Further, Customer shall not write or develop any derivative works or computer programs based upon any part of the Licensed Materials.

5.4      EXPORT OF SOFTWARE

         Customer will not export or re-export the Licensed Materials or any copies thereof, either directly or indirectly, outside of the country in which such materials are delivered to Customer except in compliance with all applicable laws, ordinances and regulations. Customer shall have the exclusive obligation to ensure that any export of the Licensed Materials is in compliance with all applicable export laws and the laws of any foreign country.

                      ARTICLE 6 - WARRANTIES OF CHANGEPOINT

6.1      WARRANTY AND DISCLAIMERS

(a)      Changepoint warrants that during the Warranty Period: (i) the Licensed Software will conform substantially to the description thereof in the Documentation, and (ii) the media upon which the Licensed Software and Documentation are provided will be free from defects in materials and workmanship.

(b)      Changepoint warrants that the Licensed Software shall be able to accurately process date data (including but not limited to, calculating, comparing, and sequencing) from, into and between the 20th and 21st century (the Y2K Warranty). However, such warranty does not apply to any failures to process date data that result from any software other than the Licensed Software or hardware or which relate to accepting data from any system not supplied by Changepoint. For greater clarity the Y2K Warranty shall only apply if Customer uses the Software in accordance with the Documentation.

(c)      Customer's exclusive remedy and Changepoint's sole obligation with respect to the breach of any of the foregoing warranties is for Changepoint to (i) make commercially reasonable efforts to correct or provide Customer with a workaround for the failure of the Licensed Software to conform substantially to the description thereof in the Documentation or to comply with the Y2K Warranty, as the case may be, or, at Changepoint's sole option, provide Customer with a refund for the License Fees paid with respect to such Licensed Software, and (ii) provide Customer with replacement media in the event there are defects in materials or workmanship in the media upon which the Licensed Software and Documentation are provided if the media is returned to Changepoint within the Warranty Period.

(d)      OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1(A) AND 6.1(B), CHANGEPOINT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. CHANGEPOINT DOES NOT REPRESENT OR WARRANT THAT (I) THE LICENSED MATERIALS WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, (II) THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR (III) THAT ALL PROGRAMMING ERRORS CAN BE CORRECTED.

(e)      Customer is responsible for taking precautionary measures to prevent the loss or destruction of customer data and databases such as, for example, making regular backups and verifying the results obtained from using the





Licensed Materials, and Changepoint shall have no obligations or liability whatsoever with respect to any such loss or destruction.

6.2      LIMIT OF LIABILITY

(a)      FOR ANY BREACH OR DEFAULT BY CHANGEPOINT OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HEREFROM OR RELATED HERETO, EXCEPT FOR ANY CLAIM FOR BREACH OF SECTION 5.2 (UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION), OR FOR BREACH OF SECTION 6.4(A) (INTELLECTUAL PROPERTY INDEMNITY), CHANGEPOINT'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING

                                       32

NEGLIGENCE, SHALL IN NO EVENT EXCEED (I) THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE LICENSED MATERIALS, (II) THE AMOUNT PAID BY CUSTOMER FOR THE MAINTENANCE SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF ARTICLE 7, (III) THE AMOUNT PAID BY CUSTOMER FOR THE INSTALLATION SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF THIS AGREEMENT PERTAINING TO INSTALLATION SERVICE, OR (IV) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.

(b)      IN NO EVENT WILL CHANGEPOINT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PERSON (EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE).

(c)      CHANGEPOINT SHALL BE LIABLE TO CUSTOMER AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO CUSTOMER INCLUDING ANY LIABILITY FOR NEGLIGENCE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY CUSTOMER, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

6.3      LIMITATION PERIOD

         Neither party may bring an action, regardless of form, arising out of or related to this Agreement (other than to recover License Fees or Maintenance Fees) more than two (2) years after the cause of action has arisen or the date of discovery of such cause, whichever is later.

6.4      INTELLECTUAL PROPERTY CLAIMS

(a)      Changepoint will defend or (at its option) settle, any claim or action brought against Customer to the extent that it is based on a claim that the Licensed Materials infringe any copyright, patent, trade secret or trademark enforceable in the United States of America of any third person (an Infringement Claim) and will indemnify Customer against damages and costs awarded against Customer by a court of competent jurisdiction by final order from which no appeal is taken or the time for appealing has expired, provided that Customer notifies Changepoint promptly in writing of same, and provided further that Customer permits Changepoint to control the litigation and to defend, compromise or settle the claim and provides all available information, assistance and authority to enable Changepoint to do so. Changepoint shall not be liable to reimburse Customer for any compromise or settlement made by Customer without Changepoint's prior written consent, or for any legal fees or expenses incurred by Customer in connection with such claim. Customer shall have no authority to settle any claim on behalf of Changepoint.

(b)      Should the Licensed Materials or any of them become, or in Changepoint's sole opinion be likely to become, the subject of a claim of infringement, misappropriation, or violation of an Intellectual Property Right (an Infringement Claim) Changepoint may (i) procure for Customer, at no cost to Customer the right to continue to use the Licensed Materials which are the subject of the Infringement Claim (ii) replace or modify the Licensed Materials or part thereof subject to such Infringement Claim with software or documentation of at least comparable functionality, at no cost to Customer, or (iii) if neither of the forgoing alternatives are reasonably practical in Changepoint's sole judgement, remove the component that is the subject of the Infringement Claim or any or all other parts of the Licensed Materials and refund to Customer the License Fees paid by Customer for the part removed as depreciated on a straight line five (5) year basis from the date of delivery of the part to Customer.

(c)      Notwithstanding the foregoing, Changepoint shall have no liability for any claim that is based on (i) the use of other than the latest release and version of the Licensed Materials, if such infringement could have been avoided by the use of the latest version and release and such version or release had been made available to Customer, (ii) the use or combination of the Licensed Materials with software, hardware or any other product not provided by Changepoint, or (iii) any modification to the Licensed Materials or use of the Licensed Materials other than as expressly authorized herein or as expressly described or recommended in writing by Changepoint.

(d)      This Section 6.4 states the entire liability of Changepoint and Customer's sole remedies with respect to any Infringement Claim.

            ARTICLE 7 - MAINTENANCE AND ENHANCED MAINTENANCE SERVICE





7.1      TERM

(a)      Following the expiry of the Warranty Period, Changepoint shall provide Customer with Maintenance Services during successive annual maintenance terms (each such term is referred to here as a Maintenance Term) provided that Customer pays to Changepoint the Maintenance Fees for each Maintenance Term as and when due hereunder.

(b)      Customer or Changepoint may terminate Maintenance Services at the end of a Maintenance Term by providing the other with no less than thirty (30) days prior written notice before the end of the Maintenance Term.

                                       33

7.2      MAINTENANCE SERVICE

(a)      During the Warranty Period and each Maintenance Term, Changepoint will provide Maintenance Releases to Customer. Changepoint will also during Business Hours provide telephone assistance to Customer with respect to initial error diagnosis and support regarding the functionality of the Licensed Software. Maintenance Service shall be provided by Changepoint to up to three (3) customer support staff who are trained and knowledgeable in the use of the Licensed Materials and who have been designated from time to time by Customer to request and receive such service.

(b)      As part of Maintenance Service and Warranty Support, Customer will have access to Changepoint's CHANGEPOINT Knowledge Base technical database which contains technical information concerning the use of the Licensed Software. Customer acknowledges that information in this database may not have been verified by Changepoint. Accordingly, Changepoint shall have no responsibility hereunder with respect to any inaccurate or incomplete information contained in the CHANGEPOINT Knowledge Base or the use thereof by Customer.

7.3      SERVICES NOT INCLUDED

(a)      Maintenance Services and Warranty Support does not include or apply to any of the following: (i) making modifications to the Licensed Materials for Customer, (ii) user training, (iii) consultation for new programs or equipment, (iv) hardware problems including any malfunction of hardware, or to any external causes affecting the Licensed Materials including the media upon which the Licensed Materials are provided such as accident, disaster, electrostatic discharge, fire, flood, lightning, water or wind, or (v) correction of errors attributable to software other than the&bbsp;Licensed Software. Changepoint may charge Customer at its then applicable list price for providing such services. Changepoint may also charge Customer at its then applicable list price for analysis or removal of errors which are caused by improper operation or handling of the Licensed Materials or caused by circumstances unrelated to Changepoint. Payment for these services shall be made by Customer within 30 days of invoicing by Changepoint.

(b)      The obligation to provide Maintenance Services is subject to the following: (i) Maintenance Services are only provided for the Licensed Software provided under this Agreement, (ii) if Customer ceases to pay for and receive Maintenance Services and later requests Maintenance Services, Customer will be required to pay to Changepoint the Maintenance Fees not paid during the period in which the service was discontinued, and (iii) Maintenance Services need not be provided by Changepoint if Customer is not using the most current or an immediately previous release of the Licensed Materials, or if Customer has made any modifications to the Licensed Materials and (iv) Changepoint has no obligation to provide Customer with any Maintenance Services unless Customer has paid for the Maintenance Services in advance as required hereunder.

                        ARTICLE 8 - TERM AND TERMINATION

8.1      TERM

         This Agreement shall be effective on the Effective Date and shall terminate in accordance with this Article.

8.2      TERMINATION

         Either party may by notice in writing terminate this Agreement if (i) the other party breaches or fails to observe or perform any of its obligations set out in this Agreement, including failure to pay any License Fees due and owing, and fails to cure such breach or failure within thirty (30) days after written notice; or (ii) either party becomes insolvent, or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against either party under any bankruptcy or insolvency laws or if proceedings for the appointment of a trustee, custodian, receiver, or receiver manager for either party are commenced, or if either party ceases or threatens to cease to carry on business.

8.3      RETURNING LICENSED MATERIALS

         Within fifteen (15) days after termination or expiration of this Agreement for any reason, Customer shall return to Changepoint the original and all copies of the Licensed Materials in the possession or control of Customer (including any copies in the possession or control of Business Third Parties or other Users) and shall certify to Changepoint in writing that all such copies have been so returned and/or deleted from all computer records. Customer shall also cease to use the Licensed Materials and ensure that all Business Third Parties to whom Customer has given access to the Licensed Software also cease to use the Licensed Materials.





8.4      SURVIVAL

         The parties hereto agree that the provisions of Sections 3.3 (the last sentence), 4.3, 6.2, 6.3 and 8.3, 9.9 and 9.10 and Article 5 shall survive and remain in full force and effect after the termination of the License or this Agreement for any reason.

                               ARTICLE 9 - GENERAL

9.1      HEADINGS

         The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreement, as the case may be. The terms this Agreement, hereof, hereunder and similar expressions in this Agreement refer to this Agreement and not to any particular Article, Section or other portion and include any Agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

                                       34

9.2      EXTENDED MEANINGS

         In this Agreement words importing the singular number only shall include the plural and VICE VERSA, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The terms provision and provisions in this Agreement refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations in this Agreement.

9.3      NOTICES

         For the purposes of this Agreement, and for all notices and correspondence hereunder, the addresses of the respective parties have been set out at the beginning of this Agreement and no change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address shown herein. All notices shall be effective upon receipt if delivered personally or sent by facsimile and seven (7) days after mailing if sent by registered mail.

9.4      CURRENCY

                      All references to currency are deemed to mean lawful money                       of the United States of America unless expressed to be in                       some other currency.

9.5      FORCE MAJEURE

         If the performance of this Agreement, or any obligation thereunder except the making of payments hereunder is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, equipment or software from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

9.6      SEVERABILITY

         The parties agree that it is the intention of each party not to violate any public policy, statutory or common law or government regulation. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted herefrom or limited so as to give effect to the intent of the parties insofar as possible and the parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and each remaining provision so remaining shall be enforced.

9.7      ASSIGNMENT

         Customer may assign this Agreement without Changepoint's consent (i) to an Affiliate of Customer; or (ii) to a purchaser of all or substantially all of Customer's assets. Otherwise, neither this Agreement nor any rights granted hereby may be transferred or assigned by Customer to any other person without Changepoint's prior written consent, (such consent shall not be unreasonably withheld), and any such attempted assignment shall be null and void. In the event Customer assigns this Agreement to a third person as permitted by this Section 9.7 or with consent from Changepoint, Customer shall cease all use of the Licensed Materials and destroy or cause to be destroyed all copies thereof within its possession or control and the third party assignee shall agree in writing with Changepoint to assume all of Customer's obligations hereunder. Customer shall also certify in writing to Changepoint that the foregoing has been accomplished. This Agreement shall enure to the benefit of and be binding upon any successor or assign of Changepoint or, any permitted successor or assign of Customer. The parties agree that Changepoint may delegate to affiliates of Changepoint and to agents, suppliers, contractors and resellers of Changepoint any of the obligations herein imposed upon Changepoint and





Changepoint may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve Changepoint of its performance obligations hereunder.

9.8      WAIVER

 &sbsp;       No modification, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of either party in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

9.9      GOVERNING LAW

                 This Agreement shall be governed by and construed in                       accordance with the laws of the State of New York without                       reference to its conflict or choice of law rules or                       principles. Customer hereby submits to the non-exclusive                       jurisdiction of the courts of the State of New York for                       any legal action arising out of this Agreement or the                       performance of the obligations hereunder or thereunder.                       This Agreement shall be deemed to be made in the State of                       New York, and Customer agrees not to commence any action,                       suit or proceeding against Changepoint or any affiliate of                       Changepoint or any of their employees, officers or                       directors in any jurisdiction other than the State of New                       York.

                                       35

9.10     DISPUTE RESOLUTION AND ARBITRATION

                 In the event that any dispute or disagreement between                       Customer and Changepoint with respect to the                       interpretation of any provision of this Agreement, the                       performance of Changepoint or Customer under this                       Agreement, or any other matter that is in dispute between                       the parties related to this Agreement, upon the written                       request of either party, the parties will meet for the                       purpose of resolving such dispute. The parties agree to                       discuss the problem and negotiate in good faith without                       the necessity of any formal proceedings related thereto.                       No formal proceedings for the resolution of such dispute                       may be commenced until either party concludes in good                       faith that the applicable resolution through continued                       negotiation of the matter in issue does not appear likely.                       The parties further agree that all disputes hereunder                       which cannot be settled in the manner hereinbefore                       described (any such dispute is referred to here as a                       Dispute) will be settled by final and binding                       arbitration conducted in accordance with the American                       Arbitration Association (or any successor thereto), as                       amended from time to time. Judgment upon the award                       rendered in any such arbitration may be entered in any                       court having jurisdiction thereof, or application may be                       made to such court for a judicial acceptance of the award                       and an enforcement, as the law of such jurisdiction may                       require or allow.

         Notwithstanding the foregoing, disputes with respect to any Infringement Claim including without limitation any claim based on the infringement, violation or misappropriation of any Intellectual Property Right shall not be settled by arbitration, without the prior written consent of the parties.

                      The arbitration panel will be composed of one person                       appointed by the party requesting the arbitration (the                       Applicant), one person appointed by the other party (the                       Respondent) and a third person to act as chairperson,                       chosen by the two arbitrators, or, if both parties agree,                       the arbitration panel will consist of a sole arbitrator.                       No person may be appointed as an arbitrator unless he or                       she is independent of the Applicant and Respondent, is                       skilled in the subject matter of the Dispute and is not                       directly or indirectly carrying on or involved in a                       business being carried on in competition with the business                       of the parties. The decision of the arbitration panel                       shall be made by a majority vote or by the sole                       arbitrator, as the case may be. In the event of the                       failure of the arbitration panel to reach a majority                       decision, the decision of the chairperson shall constitute                       the decision of the arbitration panel. The venue for the                       arbitration shall be at the City of New York, New York                       unless otherwise agreed to by the parties in writing.

                                       36

                             CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99





Confidential/Draft

                                   APPENDIX A

The Components which are the subject of the License, the Software Licenses granted to Customer and the fees payable to Changepoint hereunder are as follows:

1.       LICENSED SOFTWARE

         The Components of the CHANGEPOINT Software which are licensed to          Customer hereunder are the following: CHANGEPOINT, SQL edition, version          5.2, for an unlimited number of users, including the following modules:          - Service Delivery Management          - Project and Resource Management          - Customer Relationship Management          - Support Management.

2.       SOFTWARE LICENSES

         The utilization rights of Customer are as follows:

         (a)  Customer is granted an unlimited number of Client Access Licenses.               Each Client Access License entitles Customer to receive one (1)               Enable Code from Changepoint which will enable Customer to have               one (1) user use the Licensed Materials.

         (b)  Customer may install Licensed Software on one or more computer               servers as it desires.

3.       LICENSE FEES

         The License Fee is ***.

4.       WARRANTY PERIOD

         The Warranty Period for the Licensed Software shall mean the period          commencing on the Effective Date and ending ninety (90) days          thereafter.

5.       MAINTENANCE FEES

         (a)  Customer will pay Changepoint for each Maintenance Term an annual               maintenance fee (the Annual Maintenance Fee). The Annual               Maintenance Fee is 18% of the undiscounted License Fees due to               Changepoint hereunder and is payable annually in advance. The               first Annual Maintenance Fee is due upon the expiration of the               Warranty Period and is ***. Subsequent Annual Maintenance Fees               are due on the anniversary of the date the first Annual               Maintenance Fee is due. Additional Maintenance Fees that result               from the acquisition of additional Software Licenses shall become               due when the additional Software Licenses are given to Customer               and shall be prorated to the end of the Maintenance Term.

         (b)  The Maintenance Fees may be increased annually by Changepoint by               providing Customer with notice of not less than thirty (30) days               prior to the end of a Maintenance Term. Changepoint agrees not to               increase its Maintenance Fees annually by more than six percent               (6%) from the fees charged in the previous Maintenance Term.

6.       INSTALLATION SERVICES TO BE PROVIDED BY CHANGEPOINT

         (a)  Changepoint agrees to provide the following services               (Installation Services) to Customer:

         Executive Expectations Review                ***          Project Management                           ***          Infrastructure Support                       ***

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       1

                            CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99 Confidential/Draft

         Systems Configuration & Installation         ***          Implementation Support                       ***          Administrator Training                       ***          Train-the-Trainer Training                   ***

         (b)  Customer agrees to pay Changepoint for any Installation Services               requested by Customer and provided by Changepoint at the daily               rates listed in 6(a) above.

         (c)  Changepoint does not guarantee that all services will be provided               for the above-mentioned fees. The fees may be higher or lower               depending on the actual services requested by Customer.

         (d)  Customer shall reimburse Changepoint for reasonable travel               expenses, and reasonable incidental expenses relating to               Installation Service and Maintenance Service at Changepoint's then





              current prices then in effect. Changepoint shall invoice Customer               for such fees and expenses on a monthly basis. Customer shall not               be liable for the aforesaid expenses unless Customer has given               Changepoint approval to incur them.

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       2 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

SOLUTION: Changepoint, Inc. ("Changepoint") shall be a       direct and intended third-party beneficiary to this Agreement.

PROBLEM: Exhibit 10.6 LOCAL PROGRAMMING AND MARKETING AGREEMENT (WQHT HD2)

THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this Agreement) is made as of November 25, 2019 by and between MediaCo Holding Inc., an Indiana corporation (the Licensee), and WBLS-WLIB LLC, an Indiana limited liability company (Programmer). Recitals

A. Licensee owns and operates the following radio station (the Station) pursuant to licenses issued by the Federal Communications Commission (FCC): WQHT-FM, New York, NY (Facility ID No. 19615). The Station has the capability to transmit an in-band, on-channel (IBOC) digital broadcast signal.

B. Programmer desires to have radio broadcast station WLIB-AM, New York, NY (Facility ID No. 28204) (WLIB) rebroadcast on the Station's HD-2 channel (the HD2 Channel) at a bandwidth of 24kbps.

C. Licensee has agreed to make available to Programmer airtime on the HD2 Channel and accept for rebroadcast the programs of WLIB on the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, taking the foregoing recitals into account, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Agreement Term. The term of this Agreement (the Term) will begin on the date hereof (the Commencement Date), and will continue until the earlier of (i) December 31, 2022, (ii) the termination or expiration of the Studio Lease (defined below), (iii) election to terminate and notice thereof given by Programmer to Licensee, and (iv) mutual written consent of Licensee and Programmer (the Term), unless extended or earlier terminated pursuant to Section 11 hereof. The term Studio Lease means that certain Lease dated as of February 23, 1996 of certain real estate located on the 7th Floor of an office building located at 395 Hudson St., New York, New York.

2. Programmer's Use of Airtime and Provision of Programming. During the Term, and subject in all respects to Section 6 hereof, Programmer shall be entitled to simulcast the programming of WLIB (the WLIB Programs) on the HD2 Channel, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning, on the terms specified below, and shall transmit to Licensee the WLIB Programs for broadcast on the HD2 Channel twenty-four (24) hours per day, seven (7) days per week, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning (the Broadcasting Period). Programmer will transmit, at its own cost, the WLIB Programs to the Station's transmitting facilities via a mode of transmission (e.g., satellite facilities, microwave facilities and/or telephone lines) that will ensure that the WLIB Programs meet technical and quality standards at least equal to those of the HD2 Channel's broadcasts prior to commencement of the Term.

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





3. Broadcasting Obligations. During the Term, Licensee shall broadcast on the HD2 Channel the WLIB Programs delivered by Programmer during the Broadcasting Period specified in Section 2 above, subject to the provisions of Section 6 below.

4. Advertising Sales. Programmer shall not separately sell advertising time on the HD2 Channel but may market the WLIB Programs as being rebroadcast on the HD2 Channel.

5. Term Payments. No payment is due from Programmer to Licensee for broadcast of the Programs pursuant to this Agreement.

6. Operation, Ownership and Control of the Station. Notwithstanding anything to the contrary in this Agreement Licensee will have full authority, power and control over the operation of the Station, including the HD2 Channel, and over all persons working at the Station's facilities during the Term. Licensee will bear the responsibility for the Station's compliance with all applicable provisions of the rules and policies of the FCC. Nothing contained herein shall prevent Licensee from (a) rejecting or refusing programs which Licensee believes to be contrary to the public interest, or (b) substituting programs which Licensee believes to be of greater local or national importance or which are designed to address the problems, needs and interests of the local communities. Licensee reserves the right to refuse to broadcast any WLIB Program containing matter which violates any right of any third party or which constitutes a personal attack. Licensee also reserves the right to refuse to broadcast any WLIB Program which does not meet the requirements of the rules, regulations, and policies of the FCC or the regulations and restrictions set forth in Section 8. Licensee further reserves the right to preempt any WLIB Program in the event of a local, state, or national emergency. Licensee agrees that its right of preemption shall not be exercised in an arbitrary or unreasonable manner, or for commercial advantage. Licensee reserves the right to delete any commercial announcements that do not comply with the requirements of the FCC's sponsorship identification policy. Programmer will immediately serve Licensee with notice and a copy of any letters of complaint it receives concerning any WLIB Program for Licensee review. Licensee's rights under this Section 6 and its decisions regarding whether to exercise such rights in any particular circumstance shall not in any way affect Programmer's obligations under Section 12 hereunder. Pursuant to Note 2 to Section 73.3555 of the FCC's rules, Licensee certifies that it maintains ultimate control over WQHT(FM)'s finances, personnel and programming, and Programmer certifies that this Agreement complies with Section 73.3555(b) of the FCC's rules.

7. Music Licenses. During the Term, Programmer will obtain and maintain in full force and effect in its own name all necessary or appropriate music licenses with respect to the WLIB Programs rebroadcast on the HD2 Channel. Programmer represents and warrants to Licensee that Programmer has all rights in and to the WLIB Programs necessary or appropriate to rebroadcast such WLIB Programs on the HD2 Channel.

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





8. Programs.

8.1 Production of the Programs. Programmer agrees that the contents of the WLIB Programs it transmits to Licensee shall conform to all FCC rules, regulations and policies. Programmer shall provide only the WLIB Programs, and not any other programming, for broadcast on the HD2 Channel.

8.2 Political Time. Licensee shall oversee and take ultimate responsibility with respect to the provision of equal opportunities, lowest unit charge, and reasonable access to political candidates, and compliance with the political broadcast rules of the FCC. During the Term, Programmer shall cooperate with Licensee as Licensee complies with its political broadcast responsibilities, and shall supply such information promptly to Licensee as may be necessary to comply with the political advertising time record keeping, reasonable access, and lowest unit charge requirements of federal law. Programmer shall release advertising availabilities to Licensee during the Broadcasting Period as necessary to permit Licensee to comply with the political broadcast rules of the FCC and the Communications Act of 1934, as amended.

9. Expenses. During the Term, Programmer will be responsible for (i) the salaries, taxes, insurance and related costs for all personnel used in the production of the WLIB Programs, (ii) all other costs associated with the production of the WLIB Programs supplied to Licensee, and (iii) the costs of delivering the WLIB Programs to Licensee.

10. Call Signs. During the Term, Licensee will retain all rights to the call letters of the Station or any other call letters which may be assigned by the FCC for use by the Station. Programmer shall include in the WLIB Programs it delivers for broadcast an announcement at the beginning of each hour of such WLIB Programs to identify such call letters, as well as any other announcements required by the rules and regulations of the FCC. Programmer is specifically authorized to use such call letters in its WLIB Programs and in any promotional material, in any media, used to promote the WLIB Programs.

11. Events of Default; Termination.

11.1 Programmer's Events of Default. The occurrence of any of the following will be deemed an Event of Default by Programmer under this Agreement: (a) Programmer fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Programmer breaches the representations and warranties made by it under this Agreement in any material respect.

11.2 Licensee Events of Default. The occurrence of the following will be deemed an Event of Default by Licensee under this Agreement: (a) Licensee fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Licensee breaches the representations and warranties made by it under this Agreement in any material respect.

11.3 Cure Period. Notwithstanding the foregoing, any Event of Default will not be deemed to have occurred until fifteen (15) days after the non-defaulting party has provided the defaulting party with written notice specifying the Event of Default and such Event of Default remains uncured.

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





11.4 Termination in the Event of Default. Upon the occurrence of an Event of Default, and in the absence of a timely cure pursuant to Section 11.3, the non-defaulting party may terminate this Agreement, effective immediately upon written notice to the defaulting party.

11.5 Cooperation Upon Termination. If this Agreement is terminated for any reason, the parties agree to cooperate with one another and to take all actions necessary to rescind this Agreement and return the parties to the status quo ante.

12. Indemnification. Programmer shall indemnify and hold Licensee harmless against any and all liability arising from Programmer's use of Licensee's facilities, if any, or from the broadcast of the WLIB Programs on the HD2 Channel, including without limitation for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law. The obligations under this Section shall survive any termination of this Agreement.

13. Authority. Programmer and Licensee each represent and warrant to the other that (i) it has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) it is in good standing in the jurisdiction of its organization and is qualified to do business in all jurisdictions where the nature of its business requires such qualification, (iii) it has duly authorized this Agreement, and this Agreement is binding upon it, and (iv) the execution, delivery, and performance by it of this Agreement does not conflict with, result in a breach of, or constitute a default or ground for termination under any agreement to which it is a party or by which it is bound.

14. Modification and Waiver; Remedies Cumulative. No modification of any provision of this Agreement will be effective unless in writing and signed by all parties. No failure or delay on the part of Programmer or Licensee in exercising any right or power under this Agreement will operate as a waiver of such right or power, nor will any single or partial exercise of any such right or power or the exercise of any other right or power preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies which a party may otherwise have.

15. Assignability; No Third-Party Rights. Programmer may not assign this Agreement without the prior written consent of Licensee, which shall not be unreasonably withheld, conditioned, or delayed. No transfer or assignment shall relieve Programmer of any obligation or liability under this Agreement. The covenants, conditions and provisions hereof are and shall be for the exclusive benefit of the parties hereto and their successors and permitted assigns, and nothing herein, express or implied, is intended or shall be construed to confer upon or to give any person or entity other than the parties hereto and their successors and permitted assigns any right, remedy or claim, legal or equitable, under or by reason of this Agreement.

16. Construction. This Agreement will be construed in accordance with the laws of the State of Indiana without regard to principles of conflicts of laws.

17. Counterpart Signatures. This Agreement may be signed in one or more counterparts, each of which will be deemed a duplicate original.

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





18. Notices. Any notice pursuant to this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery or confirmed delivery by a nationally-recognized overnight courier service, or on the third day after prepaid mailing by certified U.S. mail, return receipt requested, and shall be addressed as follows (or to such other address as any party may request by written notice): If to Licensee, then to: MediaCo Holding Inc. C/O SG Broadcasting LLC 767 Fifth Ave, 12th Floor New York, NY 10153 Attention: Gail Steiner, General Counsel Facsimile: (212) 257-4709 with a copy (which shall not Morgan, Lewis & Bockius LLP constitute notice) to: 1701 Market Street Philadelphia, PA 19103 Attention: Justin W. Chairman Facsimile: (215) 963-5001 if to Programmer, then to: WBLS-WLIB LLC c/o EMMIS Communications Corporation One EMMIS Plaza 40 Monument Circle, Suite 700 Indianapolis, IN 46204 Attention: J. Scott Enright, General Counsel with a copy (which shall not Edinger Associates PLLC constitute notice) to: 1725 I Street, N.W., Suite 300 Washington, D.C. 20006 Attention: Brook Edinger 19. Entire Agreement. This Agreement embodies the entire agreement, and supersedes all prior oral or written understandings, between the parties with respect to the subject matter of this Agreement.

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





20. Relationship of Parties. Neither the Programmer nor Licensee will be deemed to be the agent, partner, or representative of the other party to this Agreement, and neither party is authorized to bind the other to any contract, agreement, or understanding.

21. Force Majeure and Facilities Upgrades. The failure of either party hereto to comply with its obligations under this Agreement due to (i) facility maintenance, repair or modification at a transmitter site or to move a transmitter site in response to FCC authorization of an improvement to or modification of the Station's operating parameters, or (ii) with respect to a failure to comply with an obligation under this Agreement, acts of God, strikes or threats thereof or a force majeure event or due to causes beyond such party's reasonable control, will not constitute an Event of Default under Section 11 of this Agreement and neither party will be liable to the other party therefor. Programmer and Licensee each agrees to exercise its commercially reasonable efforts to remedy the conditions described in parts (i) and (ii) of this Section as soon as practicable.

22. Subject to Laws; Partial Invalidity. The obligations of the parties under this Agreement are subject to the rules, regulations and policies of the FCC and all other applicable laws. The parties agree that Licensee may file a copy of this Agreement with the FCC. If any provision in this Agreement is held to be invalid, illegal, or unenforceable, so long as no party is deprived of the benefits of this Agreement in any material respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if it did not contain such invalid, illegal, or unenforceable provision.

23. Headings. The headings of the various provisions of this Agreement are included for convenience only, and no such heading shall in any way affect or alter the meaning of any provision.

24. Successors and Assigns. Subject to the provisions of Section 15 above, this Agreement shall be binding and inure to the benefit of Licensee and its successors and assigns and Programmer and its permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019





SIGNATURE PAGE TO LOCAL PROGRAMMING AND MARKETING AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. LICENSEE: MEDIACO HOLDING INC. By: /s/ J. Scott Enright Name: J. Scott Enright Title: Executive Vice President, General Counsel & Secretary PROGRAMMER: WBLS-WLIB LLC By: /s/ J. Scott Enright Name: J. Scott Enright Title: Executive Vice President, General Counsel & Secretary

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019 
Question: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?

SOLUTION:
Programmer shall not separately sell advertising time on the HD2 Channel but may market the WLIB Programs as being rebroadcast on the HD2 Channel.