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.

[EX Q]: 21

                                     EXHIBIT C                                  FORM OF SUBLICENSE

                                  [Form follows.]

                                         22

                                     EXHIBIT D                             FORM OF AGREEMENT FOR TRIAL

                                  [Form follows.]

                                         23

                                 FIRST AMENDMENT TO                                                                           DISTRIBUTOR AGREEMENT

     THIS FIRST AMENDMENT TO DISTRIBUTOR AGREEMENT (this Amendment) is made and entered into as of the 1st day of January, 1999, by and between Peregrine/Bridge Transfer Corporation, a Delaware corporation (Licensor), and NEON Systems, Inc., a Delaware corporation (Licensee).

RECITALS:

     Licensor and Licensee are parties to that certain Distributor Agreement dated as of January 1, 1996 (the Distributor Agreement).  Licensor and Licensee desire to amend the Distributor Agreement as set forth herein.

     NOW, THEREFORE, for and consideration of the mutual covenants of the parties set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follow:

     1.   AMENDMENT OF DEFINITIONS.  Article 1 of the Distributor Agreement is hereby amended to add thereto the following:

     1.11 Annual Royalty Advance Requirement shall mean (i) $1,000,000 in           respect of Licensee's fiscal year beginning April 1, 1999, (ii)           $2,000,000 in respect of Licensee's fiscal year beginning April 1,           2000, (iii) $3,000,000 in respect of Licensee's fiscal year beginning           April 1, 2001, (iv) $4,000,000 in respect of Licensee's fiscal year           beginning April 1, 2002 and (v) $5,000,000 in respect of Licensee's           fiscal year beginning April 1, 2003.  In the event that the term           hereof extends beyond Licensee's fiscal year beginning April 1, 2003,           the amount of the Annual Royalty Advance shall increase by $1,000,000           for each such fiscal year thereafter.

     1.12 Royalty Advance shall have the meaning provided therefor in Section           3.2 hereof.

     1.13 Specified Royalty Percentage shall mean fifty percent (50%) for the           period from and including January 1, 1999 through and including March           31, 1994.  Thereafter, the term Specified Royalty Percentage shall           mean (i) fifty percent (50%) from and after the first day of each           quarter of each fiscal year of Licensee

          commencing with Licensee's fiscal year beginning April 1, 1999) until           such time, if any, during such quarter that the aggregate amount of           all Royalty Advances outstanding as of the first day of such quarter           (including the Royalty Advance payable on such first day) has been           credited against royalties earned hereunder (a Satisfaction Date),           and (ii) forty percent (40%) from and after a Satisfaction Date           through and including the last day of the fiscal quarter in which such           Satisfaction Date occurs.

     2.   AMENDMENT OF SECTIONS 3.1 AND 3.2.  Sections 3.1 and 3.2 of the Distributor Agreement are hereby amended to read in their entirety as follows:

          Section 3.1    ROYALTIES TO LICENSOR.

          (a)            Licensee shall pay to Licensor for each Licensed                          Product licensed to a Redistributor or a Customer a





                         royalty equal to the Specified Royalty Percentage of                          all revenues received (without deduction for value                          added tax, if any, but excluding any revenues for                          maintenance and support or upgrade services, which                          revenues are covered in paragraph (b) below) by                          Licensee under the Redistributor Agreement or                          Sublicense applicable to such Licensed Product.

          (b)            Licensee shall pay to Licensor for maintenance and                          support and upgrade services provided under the                          applicable Sublicense or other written maintenance and                          support agreement with or approved by Licensee for each                          of the Licensed Products a royalty equal to the                          Specified Royalty Percentage of all revenues received                          (without deduction for value added tax, if any) by                          Licensee from a Redistributor or Customer relating to                          maintenance and support services or services for                          Upgrades or upgrades of systems for such Licensed                          Products.

          Section 3.2    TERMS OF PAYMENT.  The royalties payable to Licensor           pursuant to Section 3.1 shall be payable in accordance with the           provisions of this Section 3.2.  On or before the first day of each           fiscal quarter of each fiscal year during the term hereof, commencing           with the Licensee's fiscal year which begins on April 1, 1999,           Licensee shall pay to Licensor, as an advance (a Royalty Advance) of           royalties anticipated to be paid hereunder during such fiscal year, an           amount equal to twenty-five percent (25%) of the Annual Royalty           Advance Requirement for such fiscal year.  The aggregate amount of           Royalty Advances outstanding from time to time shall be credited           against royalties payable hereunder pursuant to Section 3.1 as and           when such royalties are recognized as earned in accordance with           generally accepted accounting principles.  Royalty Advances made           hereunder shall be made in respect of royalties that may become           payable in respect of any and all Licensed Products and shall not           be deemed made in respect

                                          2

          of any particular Licensed Product.  With respect to any royalty           payments due hereunder from Licensee to Licensor in excess of the           amount of Royalty Advances made by Licensee from time to time           hereunder, such payments shall be payable on the later of (i) sixty           (60) days after the date of the applicable invoice to a Redistributor           or Customer, as the case may be, or (ii) five (5) business days           following Licensee's receipt of payment from a Redistributor or           Customer, as the case may be.  Any royalty payment that is not paid           when due will bear interest from the date such amount is due until the           date payment is made at a rate equal to ten percent (10%) per annum.            All royalty payments due to Licensor under this Agreement shall be           paid in U.S. Dollars.  Upon the expiration or any termination of this           Agreement, Licensor shall repay to Licensee the aggregate amount of           all Royalty Advances then outstanding.

     3.   AMENDMENT OF TERM.  Section 14.1 of the Distributor Agreement is hereby amended to read in its entirety as follows:

          Section 14.1   TERM.  This Agreement shall be effective           through and including March 31, 2004.  Upon the expiration           of such term, this Agreement will renew automatically for           successive terms of one (1) year each unless either party to           this Agreement delivers written notice of termination to the           other party to this Agreement at least sixty (60) days prior           to the end of the original or any renewal term.                 4.   AMENDMENT OF TERMINATION PROVISIONS.  The provisions of Section 14.2 are amended by deleting in its entirety subsection (b) thereof and by amending Section 14.2(a)(2) to read in its entirety as follows:

          (2)  Immediately upon written notice if the other party defaults in                the performance of any obligation under this Agreement, including                failure to promptly pay any amount due hereunder, and fails to                cure such default within thirty (30) days after delivery of                written notice specifying the default (with any termination as a                result of Licensee's failure to pay amounts due under this                Agreement resulting in acceleration of Licensee's obligation to                pay all sums accrued and payable to Licensor under this Agreement                as of the date of such termination).

     5.   AMENDMENT OF NATURE OF DISTRIBUTORSHIP.  Licensor and Licensee do hereby agree that this Amendment shall effect a change in the nature of the distributorship granted to Licensee pursuant to the Distributor Agreement from a non-exclusive to an exclusive distributorship (provided, however, that with respect to Licensor's Partitioned Database Facility product, Licensor also may license such product to International Business Machines Corporation for sublicensing and distribution).  Any and all references in the Distributor Agreement to the rights granted to Licensee as non-exclusive rights are hereby amended to provide that such rights are

                                          3

exclusive rights (including without limitation such references in Sections 2.1





(Use of Master Copy), 2.2 (Sublicensing) and 2.8 (Trademarks and Copyright).).

     6.   AMENDMENT OF SECTION 13.1.  The Distributor Agreement is hereby amended by adding the following sentence to the end of Section 13.1:

                     Notwithstanding the foregoing, the foregoing limitation on liability           shall not be applicable in respect of any liability of Licensor to           Licensee resulting from any misrepresentation in, or breach of, the           terms of Section 6.2 hereof or in respect of Licensor's obligation to           repay Royalty Advances pursuant to Section 3.2 hereof.

     7.   CHANGE OF ADDRESSES FOR NOTICE.  Section 15.2 of the Distributor Agreement is hereby amended by changing the address for notice to each of Licensor and Licensee to the following:

          14100 Southwest Freeway, Suite 500           Sugar Land, Texas 77478           Attn:   President

     8.   ADDITION OF RIGHT OF FIRST REFUSAL.  The Distributor Agreement is hereby amended by adding thereto a new Section 15.11 and a new Section 15.12, which shall read in their entirety as follows:                           Section 15.11  Right of First Refusal.  If, at any time or from           time to time during the term hereof, Licensor or any stockholder in           Licensor shall have received a bona fide offer from any person or           entity to sell, transfer or otherwise convey all or any stock in, or           assets of, Licensor which Licensor or such stockholder, as the case           may be (the Offeree), desires to accept, the Offeree shall first           give written notice (the Offering Notice) to Licensee of the           financial and other terms and conditions (the Terms and Conditions)           of such offer.  Licensee shall have the right and a first opportunity           to purchase, lease or otherwise acquire, as the case may be, all or           the applicable portion of such stock or assets (as specified in the           applicable Offering Notice) on the Terms and Conditions set forth in           the Offering Notice, such right to be exercised by notice in writing           to the Offeree within ninety (90) days after the giving of the           Offering Notice.  If Licensee shall have exercised such right, the           closing shall be held at the corporate offices of Licensee on the           closing date specified in the Offering Notice or the date that is           ninety (90) days after the date of Licensee's notice of its exercise           of such right, whichever is later.  If either party shall default           under this Section, the other party shall be entitled to specific           performance.  If Licensee shall fail to give notice of the exercise of           its right of first

                                          4

          refusal under this Section within such ninety (90) day period, or if           Licensee shall notify the Offeree within such ninety (90) day period           that Licensee has waived such right, then the Offeree shall have the           right to sell, transfer or convey all or the applicable portion of the           stock in, or assets of, Licensor (as specified in the Offering Notice)           pursuant to the terms of the specific offer described in the           applicable Offering Notice, but not otherwise.  If such sale, transfer           or conveyance is not consummated in accordance with the offer and the           Terms and Conditions specified in the applicable Offering Notice, the           rights of Licensee to an Offering Notice shall be reinstated.  No           exercise or waiver by Licensee of any of its rights hereunder shall           modify, abridge, impair or affect any of Licensee's rights under any           of the other terms or provisions of this Agreement.  Any sale,           transfer or other conveyance of all or any part of the stock in, or           assets of, Licensor in violation of this Section shall be null and           void.  Skunkware, Inc., a Delaware corporation and the sole           stockholder of Licensor (Skunkware), is joining in this Agreement           for the purpose of agreeing to the terms of this Section and Section           15.12.

               Section 15.12  OPTION TO PURCHASE.  Skunkware and Licensor hereby           grant to Licensee the exclusive and irrevocable right and option to           purchase (the Option), at Licensee's election, either (i) all of the           assets of Licensor or (ii) all of the issued and outstanding stock of           Licensor.  Such option shall be exercisable during a period (the           Option Period) commencing on and including the earlier of (i) the           date upon which Licensee shall have paid to Licensor, in any single           fiscal year of Licensee, royalty payments hereunder in the aggregate           amount of $10,000,000 or (ii) January 1, 2002, and ending upon the           expiration or sooner termination of this Agreement.  Licensee's           exercise of the Option is at its sole discretion.  Licensee may           exercise the Option by written notice to Licensor and Skunkware at any           time during the Option Period.  Upon any such exercise of the Option,           Licensee and Licensor or Skunkware (as the case may be) shall proceed           to diligently and in good faith negotiate and execute a definitive           purchase and sale agreement for Licensor's acquisition of all of the           assets of, or outstanding capital stock in, Licensor, as the case may           be.  In the event that Licensee and Licensor or Skunkware, as the case           may be, are unable to agree on any terms or conditions for such           acquisition, the same shall be submitted to arbitration in accordance           with the rules and procedures of the American Arbitration Association,           with the arbitrator(s) to be experienced in the mainframe software           industry.  Notwithstanding the foregoing provision for arbitration           concerning the terms of any purchase and sale agreement, and without





          limiting any other

                                          5

          conditions that may be included in any such purchase and sale           agreement, Licensee shall have no obligation to consummate the           acquisition of the assets of, or stock in, Licensor pursuant to its           exercise of the Option if Licensee's board of directors should           determine, in its sole discretion, that such acquisition would not be           accretive to the value of Licensee.  The definitive purchase and sale           agreement shall provide that License may pay the purchase price           thereunder in cash, in shares of its Common Stock or in some           combination thereof.  So long as the Option shall be in existence           (whether or not exercisable), Skunkware and Licensor agree that           Licensor will conduct its business in the ordinary course and will           not, without the prior written consent of Licensee, merge or           consolidated with any other entity, sell all or substantially all of           its assets, grant or permit to exist any lien or encumbrance on any           material portion of its assets, issue any securities to any person           other than Skunkware or engage in any other transaction or enter into           any other agreement other than in the ordinary course of business.            Skunkware further agrees that, so long as the Option shall be in           existence (whether or not exercisable), it shall be and remain the           sole Stockholder Licensor, and Licensor shall not issue to any other           person or entity any stock, warrants or similar rights to acquire           equity interests in Licensor.

     9.   MISCELLANEOUS.

                     (a)  Capitalized terms used in this Amendment that are not defined herein shall have the meanings provided therefor in the Distributor Agreement.

          (b)  The captions used for the Sections in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of this Amendment or any Section hereof.

          (c)  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be construed as a single instrument.

          (d)  In the event any provision of this Amendment is declared or adjudged to be unenforceable or unlawful by any court, then such unenforceable or unlawful provision shall be excised herefrom, and the remainder of this Amendment, together with all rights and remedies granted thereby, shall continue and remain in full force and effect.

                                          6

          (e)  The Distributor Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and thereby.  All prior negotiations, representations and agreements with respect thereto not incorporated in this Amendment or the Distributor Agreement are hereby canceled.  As modified hereby, the Distributor Agreement shall continue in full force and effect and be binding upon the parties hereto and their respective successors and permitted assigns.  References to the Distributor Agreement after the date hereof shall mean the Distributor Agreement as amended pursuant to this Amendment.  The amendments to the Distributor Agreement effected by this Amendment shall be effective from and after the date hereof.

          (f)  This Amendment shall be governed by and construed under the law governing the Distributor Agreement.

             [The remainder of this page is intentionally left blank.]

7

                                                IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

                              PEREGRINE/BRIDGE TRANSFER                               CORPORATION

                              By: /s/ Joe Backer                                  ----------------------------                               Name: Joe Backer                                    --------------------------                               Title: CEO                                     -------------------------

                              NEON SYSTEMS, INC.

                              By: /s/ John S. Reiland                                  ----------------------------





                              Name: John S. Reiland                                    --------------------------                               Title: CFO                                      -------------------------

                                          8

                             JOINDER OF SKUNKWARE, INC.

     Skunkware, Inc., a Delaware corporation, hereby joins in that certain Distributor Agreement dated as of January 1, 1996, between Peregrine/Bridge Transfer Corporation (PBTC) and NEON Systems, Inc. (NEON), as amended by the First Amendment to Distributor Agreement dated as of November 19, 1998 by and between PBTC and NEON, such joinder being for purposes of acknowledging and agreeing to be bound by the terms of the Right of First Refusal set forth in Section 15.11 of the Distributor Agreement and the Option to Purchase set forth in Section 15.12 of the Distributor Agreement.  Skunkware hereby represents and warrants to NEON that Skunkware is the sole stockholder of PBTC.  Skunkware further agrees that its agreements set forth herein shall be binding on its successors and assigns and inure to the benefit of NEON's successors and assigns.

     Skunkware's address for any notice to it under the terms of the Distributor Agreement is as follows:  Skunkware, Inc., 14100 Southwest Freeway, Suite 500, Sugar Land, Texas  77478, Attn:  President.

     Executed as of the 1st day of January, 1999.

                                        SKUNKWARE, INC.

                                        By: /s/ Joe Backer                                            -------------------------                                         Name: Joe Backer                                              -----------------------                                         Title: CEO                                               ----------------------



66049:53214:DALLAS:277267.9

                                          9 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
[EX A]: Licensee shall pay to Licensor for maintenance and                          support and upgrade services provided under the                          applicable Sublicense or other written maintenance and                          support agreement with or approved by Licensee for each                          of the Licensed Products a royalty equal to the                          Specified Royalty Percentage of all revenues received                          (without deduction for value added tax, if any) by                          Licensee from a Redistributor or Customer relating to                          maintenance and support services or services for                          Upgrades or upgrades of systems for such Licensed                          Products.

[EX Q]: EXHIBIT 10.19

                        MAINTENANCE AND SUPPORT AGREEMENT

      This Maintenance and Support Agreement (this Agreement) is entered on this 9th day of October, 2001 and is deemed effective as of October 1, 2001 (the Effective Date), by and between VerticalNet, Inc. (VNI) and VerticalNet Enterprises LLC, formerly known as Tradeum, Inc. which d/b/a VerticalNet Solutions (VNE; collectively with VNI, Vert), on the one hand, and Converge, Inc. (Converge) on the other hand.

                                    RECITALS

      WHEREAS, VNI, VNE and Converge have entered into Amended and Restated Subscription License Agreement effective as of the date hereof (the Subscription License Agreement) pursuant to which Vert has licensed to Converge certain proprietary software products; and

      WHEREAS, Converge desires to obtain and VNE is willing to provide certain maintenance and support services with respect to such products on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth below, and intending to be legally bound, the parties agree as follows:

                                    AGREEMENT

      1. Definitions.

            1.1 Affiliate means, when used with reference to a party, any individual or entity directly or indirectly Controlling, Controlled by or under common Control with such party.

            1.2 Business Day means a day other than a Saturday, Sunday or federal holiday.

            1.3 Control (including all derivations thereof) means, with respect to a party, the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.

            1.4 Converge-Requested Enhancement means any modification, improvement or enhancement to a Product that is developed by VNE at the specific request of Converge as part of the Professional Services provided hereunder.

            1.5 Documentation means the documentation for the Supported Products that is made generally available by Vert to users or licensees of such Supported Products and, with respect to Supported Products that have been customized for Converge, any supplemental documentation for such Supported Products that is provided by VNE to Converge.

            1.6 Enhancement means a Vert-General Release Enhancement or a Converge-Requested Enhancement.

            1.7 Error means a failure of a Supported Product to substantially conform to its corresponding Documentation (or if there is no such Documentation, to its closest reasonable equivalent).

            1.8 Initial Term is defined in Section 9.1 below.

            1.9 Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, trade names, domain names, trade dress, URLs, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

            1.10 Intellectual Property Rights shall mean all rights in and to Intellectual Property.

            1.11 Maintenance and Support Services means the services described in Section 2 below.

            1.12 Maintenance Update means any workaround, bug fix or other software code for a Supported Product that is primarily designed to correct an Error in or other Problem caused by such Supported Product.

            1.13 Object Code means computer programming code in compiled, machine readable format, running, to the extent requested under a Work Plan or SOW, on each of Unix (at least Tru64 and HP-UX) and Windows NT (or their successor operating systems), together with all related end-user or installation manuals and other similar documentation.

            1.14 Party or party means Vert, VNI and/or VNE, as applicable, on the one hand, and Converge on the other hand.

            1.15 Personnel means agents, employees, independent contractors, temporary employees or subcontractors engaged or appointed by Converge, VNI or VNE, respectively.

            1.16 Problem means a Severity Level 1, 2, 3 or 4 problem with a Supported Product (whether or not attributable or believed to be attributable to





an Error), as such problems are described in greater detail in Exhibit A hereto.

            1.17 Problem Report means a report by Converge of a Problem with respect to a Supported Product, which report indicates the Problem and identifies its Severity Level.

            1.18 Professional Services means services performed or to be performed by VNE hereunder with respect to the development of Converge-Requested Enhancements, the implementation of or migration to new Products or Enhancements, customer installations of the Products, training with respect to use or operation of the Products or any Enhancements (including training designed to enable Converge to provide Level 1 support for the Supported Products), consulting services with respect to the Products or their hardware or other application and system software environments, or any other services described in Section 3 below.

                                        2

            1.19 Quarterly Allocation means the quarterly allocation of Services being made available to Converge hereunder, as specified in greater detail in Exhibit C attached hereto.

            1.20 Renewal Term is defined in Section 9.1 below.

            1.21 Services means all of the services provided or to be provided by VNE under this Agreement, including, without limitation, the Maintenance and Support Services and the Professional Services.

            1.22 Source Code means computer programming code in human readable, high-level language format, together with all related documentation (including programmers' notes and annotations, logic flows, etc.).

            1.23 Support Day means Monday through Friday, excluding VNE-recognized holidays.

            1.24 Support Hours means the hours between 8:00 a.m., Eastern Time, and 5:00 p.m., Eastern Time on Support Days.

            1.25 Support Request means a question, inquiry or other support request by Converge with respect to a Deployed Product, but excluding any Problem Report or request for an Enhancement. Should any question, inquiry or other support request by Converge include or encompass a Problem Report, the portion of such question, inquiry or other support request that is a Problem Report shall be treated as such and the remainder shall be treated as a Support Request.

            1.26 Supported Products means the Deployed Products, as such term is defined under the Subscription License Agreement, but excluding the Structured Negotiations Product, as such term is defined under the Subscription License Agreement.

            1.27 Term means the Initial Term and any Renewal Term(s).

            1.28 Vert-General Release Enhancement shall have the meaning ascribed to such term under the Subscription License Agreement.

            1.29 VNE Service Personnel means the VNE personnel primarily responsible for performing the Services hereunder, including any such personnel identified on Exhibit C attached hereto.

      2. Maintenance and Support Services.

            2.1 General. The Maintenance and Support Services provided by VNE hereunder shall encompass responding to Problem Reports and Support Requests, and providing Converge with Maintenance Updates, as more particularly described in, and subject to the provisions of, this Agreement.

            2.2 Converge Support Personnel. Only authorized personnel designated by Converge (Converge Support Personnel) may communicate Problem Reports and Support

                                        3

Requests to VNE. The number of Converge Support Personnel will not exceed seven persons without VNE's prior approval. The initial Converge Support Personnel shall be identified to VNE in writing within 10 business days following the Effective Date. Converge may change the Converge Support Personnel on written notice to VNE; provided, however, that Converge shall use reasonable efforts not to change the Converge Support Personnel more frequently than once every 30 days. All replacement personnel shall be required to participate in Support Training as described in Section 3.3 below. Converge Support Personnel will be the single point of contact for the Maintenance and Support Services provided by VNE under this Section 2.

            2.3 Method of Reporting. All Problem Reports and Support Requests shall be communicated by the Converge Support Personnel to VNE as follows: (1) via telephone at 1-877-249-1423, or such other telephone number(s) as VNE may provide to Converge from time to time, or (2) via electronic mail to support.solutions@verticalnet.com, or such other e-mail address(es) as VNE may provide to Converge from time to time, or (3) in person to VNE Service Personnel (if any) on Converge premises at the time; provided, however, that the Converge Support Personnel shall communicate all Severity Level 1 and Severity Level 2





Problems to VNE via method (1) or method (3) above. Converge shall classify all Problems reported to VNE according to the Problem Severity Levels listed in Exhibit A attached hereto.

            2.4 Support Responsibilities. Converge and the Converge Support Personnel shall be responsible for providing Level 1 (help desk-type support) support to both Converge personnel (internal help desk) and Converge users (external help desk), for each of the Supported Products on which VNE has provided training as set forth in Section 3.3 below. Subject to the provisions of this Section 2, VNE shall be responsible for providing Level 2 (responding to technical inquiries) and Level 3 (code fixes) support for such Supported Products. In the case of Supported Products for which Converge is providing Level 1 support, Converge shall not escalate Problem Reports or Support Requests to VNE until such Problem Reports or Support Requests have been reasonably escalated through the Level 1 support procedures of Converge. In addition, Converge shall conduct reasonable problem identification and isolation activities to determine whether or not a given problem relates to the Products (i.e., whether a Problem as defined exists). Converge shall not escalate Problem Reports or Support Requests to VNE prior to conducting such activities or if Converge has determined that the Problem Report or Support Request does not relate to the Supported Products.

            2.5 Additional Information for Problems. With respect to each Problem reported to VNE, Converge shall provide, at the time the Problem Report is communicated to VNE and to the extent known to or reasonably ascertainable by Converge, information that will enable VNE to reproduce (in as complete a step-by-step manner as is reasonably possible), or verify the existence of the Problem, plus any additional information regarding the Problem that Converge believes will assist in the diagnosis thereof and response thereto. The parties shall reasonably cooperate to obtain and provide to VNE any additional information about the reported Problem that may be relevant to diagnosing and responding thereto. In the event that Converge is unable to make a determination based on the problem identification and isolation activities described in Section 2.4 or reproduce, or provide the information necessary for VNE to diagnose or reproduce, any Problem, Converge may request VNE's assistance in performing identification and isolation or reproducing the Problem and/or generating or documenting such information.

                                        4

            2.6 Response to Problem Reports. VNE shall use its reasonable best efforts to provide Converge with an initial response to and status reports for all Problems reported by Converge, and to resolve all Problems identified, in accordance with the provisions of Exhibit B attached hereto; provided, however, that VNE shall have no further obligation to respond to or attempt to diagnose or resolve a Problem once it is determined not to be attributable to Errors. VNE will review all Problem Requests submitted by Converge at the Problem Severity Level indicated by Converge unless another Problem Severity Level is clearly warranted. In the event of a reasonable uncertainty, the parties will assume a higher Severity Level for a Problem until they have sufficient information to make a determination that a lower Severity Level is warranted. If, at Converge's request, VNE responds to a Problem at a Severity Level that is higher than what proves to be the actual Severity Level of the Problem, or if VNE's review of a Problem reported by Converge establishes that the Problem was not due to an Error, Converge shall pay or reimburse VNE for all incremental fees and expenses reasonably incurred by VNE in performing such activities.

            2.7 Response to Support Requests. VNE shall respond to all Support Requests submitted by Converge within a reasonable period of time, taking into consideration the nature of the Support Request, its impact on Converge's business operations and any Problem Reports or other Support Requests VNE is responding to at such time.

            2.8 Tracking Procedures. VNE will maintain procedures and systems designed to ensure that Problem Reports and Support Requests submitted by Converge are properly logged and tracked. In addition, VNE will provide to Converge a weekly status log of Problem Reports and Support Requests currently being tracked. Such report shall identify, as appropriate, each Problem Report or Support Request as submitted by Converge, the Severity Level for each identified Problem, the date and time each Problem Report or Support Request was received by VNE, an assessment of the Problem Report or Support Request and an action plan detailing the proposed method of resolution, and an estimated time schedule for delivery of any necessary Error corrections.

            2.9 Remote Access. Converge shall provide VNE with remote access, via modem, the Internet or some other remote communications method mutually agreed-upon by the parties and subject to Converge's network security procedures and requirements, to Converge's servers on which the Supported Products are installed for the sole and limited purpose of enabling VNE to fulfill its obligation to provide Maintenance and Support Services hereunder. Converge shall be responsible for all costs associated with providing data network connectivity at the point of connectivity to Converge's data network. The parties will share equally in the cost of such connectivity between VNE's facilities and Converge's facilities (including all associated telecommunications charges). VNE shall not be responsible for any delay in providing Maintenance and Support Services under this Agreement to the extent such delay is due to Converge's adoption of unreasonable network security procedures or requirements.

            2.10 Provision of Maintenance Updates. VNE shall provide Converge with Maintenance Updates as VNE makes them generally available to its other customers. Converge agrees to install in the recommend environments all Maintenance Updates within a reasonable time following the date they are provided by VNE, taking into consideration any testing and customization required by Converge (the parties expect that the time for such installation





                                        5

generally will not exceed 90 days). Should Converge find one or more material deficiencies in any Maintenance Update, Converge shall promptly identify such deficiencies to VNE in reasonable detail.

            2.11 Method of Delivery. VNE will transfer to Converge all Maintenance Updates, and any associated Documentation, by remote telecommunications from the VNE place of business, to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. If any such Maintenance Update and/or associated Documentation cannot be delivered via remote telecommunications to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, such Maintenance Update and/or Documentation will be installed by VNE on a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. Converge will not obtain title or possession of any tangible personal property, including any storage media, as a result of the delivery of any Maintenance Update or associated Documentation under this Agreement.

            2.12 Acceptance. Each Maintenance Update will be deemed accepted by Converge upon Converge's receipt of the complete delivery thereof to a Converge computer located at a Converge place of business.

            2.13 License Rights. The scope of Converge's license rights to all Maintenance Updates shall be as set forth in the Subscription License Agreement. Except as may be set forth in the Subscription License Agreement, Converge acknowledges and agrees that Vert has no obligation to deliver Source Code for any Maintenance Update, or to grant Converge any license to use the Source Code form of any Maintenance Update.

            2.14 Tracking of Maintenance Updates. VNE will maintain procedures and systems designed to ensure that all Maintenance Updates are compatible with previous versions of the Supported Products and any previously provided Maintenance Updates and Enhancements.

            2.15 Modifications by Converge. Converge may notify VNE at least 10 Business Days in advance, through the Problem reporting process above, of Converge's desire to modify any Supported Product, or the hardware and other application and system software environment for any Supported Product. Within 10 Business Days of VNE's receipt of Converge's written notice, VNE will provide Converge with any recommendations that VNE may have as to how Converge should implement the desired modification. VNE shall have no responsibility for any Problems, Errors or other issues with respect to the Supported Products that are due to Converge's failure to ask for or follow any such recommendations of VNE.

      3. Professional Services.

            3.1 Project Managers. Each of Converge and VNE shall appoint a Project Manager to coordinate such party's activities with respect to the Professional Services hereunder. The initial VNE Project Manager shall be Michael Decker and the initial Converge Project Manager shall be Farooq Ahmad. Either party may change its Project Manager on notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice

                                        6

provisions of this Agreement) to the other party's Project Manager and Relationship Manager at any time.

            3.2 Monthly Work Plans. As reasonably requested by either party, the Converge Project Manager and the VNE Project Manager will conduct planning meetings to determine the Professional Services that VNE will provide to Converge for each month during the Term. In connection with each such planning meeting, the Converge Project Manager and the VNE Project Manager will jointly prepare a written work summary or plan (each, a Work Plan) indicating the Professional Services to be performed by VNE for such month. The Work Plan shall identify those Professional Services that the Project Managers anticipate can be performed without causing VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation for any quarter during the Term. All Professional Services that the Project Managers anticipate will cause VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation shall either be separately identified in the applicable Work Plan or performed by VNE pursuant to a Statement of Work prepared in accordance with the following provisions of this Section 3. The Converge Project Manager and the VNE Project Manager may amend any Work Plan upon their written agreement at any time.

            3.3 Training to Converge. VNE will provide, and the Work Plans will encompass as appropriate, VNE providing reasonable training and available training materials to enable Converge to provide Level 1 support for the Supported Products (Support Training). Support Training will include both introductory training reasonably in advance of when new Supported Products are put into production by Converge and periodic refreshers as appropriate when Maintenance Updates and Vert-General Release Enhancements are released. Support Training will be provided at mutually agreed locations and times.

            3.4 Environment and Deployment Process. As part of the Professional Services provided by VNE, VNE will create a document entitled, Environment and Deployment Process. This document will detail the recommended Supported Product environments and the build and deployment process for the Supported Products.





VNE agrees to complete a draft of this document for Converge's review within 30 days following the Effective Date. Converge agrees to review and provide final comments on this draft document within 30 days after receipt thereof. Both parties shall use commercially reasonable efforts to reach a mutual agreement on the document and execute the final document within 90 days following the Effective Date.

            3.5 Initial Request and Response. If Converge desires that VNE perform any Professional Services that the Project Managers anticipate would cause VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation, Converge shall submit to VNE a written request for such Professional Services, which request shall detail the Professional Services being requested in reasonable detail. Within 45 days after VNE's receipt of Converge's request for VNE to perform any such Professional Services, VNE shall furnish to Converge a preliminary statement of work (including proposed pricing, which shall take into account any portion of such work that will be covered by a portion of the Quarterly Allocation) under which VNE would be willing to perform such Professional Services for Converge (each, a Proposed SOW). VNE may respond to

                                        7

separate requests for Professional Services in a single Proposed SOW; provided, however, that the Proposed SOW will itemize the foregoing information separately for each of the requested Professional Services.

            3.6 Finalization of Proposed SOWs. If Converge desires to have VNE provide any Professional Services under the terms of a Proposed SOW, Converge shall notify VNE thereof in writing. Should Converge wish to negotiate the terms of the Proposed SOW, the Converge Project Manager and the VNE Project Manager shall promptly and in good faith discuss and agree upon what revisions, if any, should be made to the Proposed SOW. Should the Converge Project Manager and the VNE Project Manager reach mutual agreement on such revisions, if any, the Proposed SOW shall be finalized and executed by both parties in writing (each, a Final SOW).

            3.7 Change Orders. Either party may request changes to a previously agreed upon Final SOW. In such event, VNE will inform Converge the impact of such changes. Changes to any Final SOW will be specified in a written change order or amendment to the Final SOW. Neither party shall be bound by any change order or amendment to a Final SOW unless and until such change order or amendment has been executed by both parties in writing.

            3.8 Implementation. VNE will use commercially reasonable efforts to perform all Professional Services covered by a Work Plan or Final SOW in accordance with the schedule for performance of such Services set forth therein (or within a reasonable time, with due regard for the consequences of delayed performance, if no such schedule is set forth). Converge will reasonably cooperate with VNE in connection with its performance of such Professional Services as specified in the corresponding Work Plan or Final SOW and as may otherwise be reasonably requested by VNE. VNE shall not be liable for any default or delay in performance of such Professional Services to the extent the same is attributable to the failure of Converge to comply in any material respect with its obligations under this Agreement or any Work Plan or Final SOW.

            3.9 Method of Delivery. VNE will transfer to Converge all Converge-Requested Enhancements to Converge, and any associated&bbsp;Documentation, by remote telecommunications from the VNE place of business, to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. If any such Converge-Requested Enhancement and/or associated Documentation cannot be delivered via remote telecommunications to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, such Enhancement and/or Documentation will be installed by VNE on a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. Converge will not obtain title or possession of any tangible personal property, including any storage media, as a result of the delivery of any Converge-Requested Enhancement or associated Documentation under this Agreement.

            3.10 Acceptance. Each Converge-Requested Enhancement provided to Converge under a Final SOW will be subject to acceptance testing by Converge in accordance with the provisions of its corresponding Final SOW. All other Converge-Requested Enhancements provided to Converge under this Agreement will be deemed accepted by

                                        8

Converge upon Converge's receipt of the complete delivery thereof to a Converge computer located at a Converge place of business.

            3.11 Ownership; License to Vert. Unless otherwise expressly stated in an applicable Work Plan or Final SOW, Vert shall be the sole and exclusive owner of all Converge-Requested Enhancements, but excluding any portions thereof that are or were developed independently by Converge or its Affiliates (Converge-Independent Materials) and any portions thereof that are Converge Brand Features or Third-Party Materials. Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited





instantiations thereof, for any and all purposes. As used herein, Converge Brand Features means all logos, trademarks, service marks and trade names, brand names and other brand features of Converge and its licensors (other than Vert). As used herein, Third-Party Materials means any products or materials of third parties (including Converge's licensors and third-party contractors) to be incorporated into or provided as part of any Converge-Requested Enhancement. Converge shall use reasonable efforts to identify to VNE all relevant Third-Party Materials in the applicable Work Plan or Final SOW.

            3.12 License Rights of Converge. The scope of Converge's license rights to each Converge-Requested Enhancement shall be as set forth in the Subscription License Agreement and, if relevant, the applicable Final SOW. Except as may be set forth in the Subscription License Agreement or as the parties may otherwise expressly agree in writing, Converge acknowledges and agrees that Vert has no obligation to deliver Source Code for any Converge-Requested Enhancement, or to grant Converge any license to use the Source Code form of any Converge-Requested Enhancement.

            3.13 Installation and Configuration. Converge shall be responsible for installing and configuring any Converge-Requested Enhancements provided by VNE hereunder. Converge may request, and VNE will provide, reasonable assistance to Converge in its efforts to install and configure such Enhancements as part of the Professional Services provided hereunder.

            3.14 Third-Party Technology. Except as the parties may otherwise expressly agree in writing, Converge shall be responsible for paying for and, with VNE's assistance, securing license rights to any third-party technology required for the provision or use of any Converge-Requested Enhancements provided under this Agreement. Vert shall use reasonable efforts to identify to Converge all required license rights to third-party technology in the applicable Work Plan or Final SOW.

            3.15 Unforseen Costs and Expenses. Notwithstanding anything to the contrary in this Section 3, neither party shall be obligated to incur any costs or expenses in connection with the performance or implementation of a Work Plan or Final SOW unless such Work Plan or Final SOW reasonably contemplates that such party shall be responsible for such costs or expenses, or such party otherwise agrees in writing to incur such costs and expenses.

                                        9

            3.16 Escalation Procedures. Should the Converge Project Manager and the VNE Project Manager be unable to reach agreement on any matter within the scope of their discretion under this Section 3, the matter shall be escalated to the parties' respective Relationship Managers for discussion. In addition, should either party believe that the other party has failed to fulfill its obligations under Section 2 or this Section 3 above, the matter shall be escalated to the parties' respective Relationship Managers for discussion. The initial VNE Relationship Manager shall be William Swank and the initial Converge Relationship Manager shall be Francesco DeMarchis. Either party may change its Relationship Manager on notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice provisions of this Agreement) to the other party's Project Manager and Relationship Manager at any time, except that the Relationship Manager always shall be at the director level or higher.

      4. Fees and Payments.

            4.1 Minimum Fee During Initial Term. Converge shall pay to VNE a minimum fee of Four and One-Half Million Dollars ($4,500,000) for VNE's provision of the Services during the Initial Term (the Initial Term Minimum Fee). Converge shall pay the Initial Term Minimum Fee to VNE in 18 equal installments of Two Hundred Fifty Thousand Dollars ($250,000) (each, a Monthly Installment). Converge shall pay the first such Monthly Installment to VNE on the date this Agreement is executed and delivered by both parties. Thereafter, Converge shall pay each such Monthly Installment to VNE no later than the first day of each month during the Initial Term (November 2001 and through March 2003). All such Monthly Installments are non-refundable.

            4.2 Minimum Fee During Each Renewal Term. If the Parties mutually agree in writing to renew this Agreement pursuant to Section 9.1, the minimum fee payable by Converge to VNE during any such renewal period shall be as mutually determined by the Parties.

            4.3 Application of Quarterly Allocation; Out-Of-Scope Services. For each quarter during the Term of this Agreement that Converge pays the applicable Monthly Installments, Converge shall be entitled to receive Services in an amount equal to the Quarterly Allocation; provided, however, that VNE shall provide all Maintenance and Support Services with respect to Problem Reports (but not with respect to Support Requests) reported during such quarter, and all Maintenance Updates released by VNE during such quarter, regardless of whether the provision of such Services would cause VNE to exceed the Quarterly Allocation for such quarter; and provided further, however, that if Converge fails to make a Monthly Installment when due (subject to the cure period in Section 9.2(c)), VNE shall not be required to provided additional Services during the remaining portion of the applicable quarter until such payment is made. Should Converge request and VNE provide any Professional Services, or any Maintenance and Support Services with respect to Support Requests, that would cause VNE to exceed the Quarterly Allocation for any quarter, then Converge shall pay VNE's then-current time charges, or such other charges as the parties may otherwise agree in any Final SOW (Out-Of-Scope Services), for such Out-Of-Scope Services. VNE shall use commercially reasonable efforts to inform Converge that any Professional Services requested by Converge would be Out-Of-Scope Services prior to VNE's performance of such Professional Services.





Converge shall not be required to pay for and VNS shall not be required to perform any such Services that have not been approved in a Work Plan or Final SOW, or otherwise approved by Converge in writing.

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            4.4 Materials Costs and Expenses. Converge will reimburse VNE for all reasonable materials costs and expenses actually incurred by VNE in providing the Services under this Agreement, including travel and related expenses; provided, however, that VNE shall bear any travel or related expenses incurred by VNE at its sole option or as may be required in connection with the correction of any Error. Notwithstanding the foregoing, if travel is required due to the unavailability of remote access (see Section 2.9), then Converge shall reimburse VNE for the reasonable costs of such travel and related expenses. Upon Converge's request, the parties shall prepare budgets of any materials costs and expenses to be incurred by VNE in its performance of any Professional Services hereunder and any costs or expenses in excess of the applicable budgeted amounts shall be subject to Converge's written approval, such approval not to be unreasonably withheld or delayed. VNE's invoices for all travel and related expenses shall be reasonably itemized and list all such expenses by category/person/trip, and be accompanied by reasonable documentation sufficient to support the deductibility by Converge of the reimbursable expense.

            4.5 Invoicing and Payments. Converge shall pay the Monthly Installments to VNE on the dates specified in Section 4.1 and, if applicable, Section 4.2 above. All other amounts due under this Agreement will be invoiced by VNE to Converge on a monthly basis in arrears. All such invoiced amounts shall be due to VNE within 30 days following Converge's receipt of VNE's invoice. All payments will be made by Converge in U.S. dollars, without setoff, recoupment or deduction. All fees and other amounts not paid when due shall be subject to late charges of the lesser of (a) 1.5% per month of the overdue amount or (b) the maximum permitted under applicable law.

            4.6 Taxes. The fees and other payments specified in this Agreement are exclusive of any sales, use and other taxes on consumption of goods and services (Sales Taxes), however designated or levied, based on this Agreement, delivery of the Services under this Agreement, or Converge's or its Affiliates' use thereof. In those jurisdictions in which VNE determines it is required to register, collect and remit Sales Taxes, VNE will separately invoice Converge for such Sales Taxes (which invoices shall be payable by Converge as set forth in Section 4.5), collect such Sales Taxes from Converge and remit such Sales Taxes to the proper taxing authority. In those jurisdictions in which VNE has determined that it does not have a collection responsibility, Converge will be required to self-assess and remit any Sales Taxes due on the purchase of taxable property and services acquired under this Agreement. Converge will retain ultimate responsibility and liability for remitting any Sales Taxes due on the purchase of any property and/or services acquired under this Agreement, including, without limitation, any interest, penalties or additions attributable to or imposed on or with respect to any such assessment excluding any taxes imposed upon the net income of either party). Subject to the express provisions of this Agreement, the parties will cooperate and use their commercially reasonable efforts to minimize or avoid, to the maximum extent allowed by law, the obligation to pay any Sales Taxes that may be levied on payments made under this Agreement or otherwise are chargeable by any applicable government authority with respect to the Services.

            4.7 Tax Withholding. If laws, rules or regulations require withholding of any taxes imposed upon amounts payable to a party hereunder, the other party shall make such withholding payments as required and subtract such withholding payments from the amounts payable to such party. The other party shall submit reasonable proof of payment of the

                                       11

withholding taxes to such party within 30 days after obtaining such proof. The parties agree to fully cooperate with each other, including, without limitation, in the filing of appropriate certificates of tax exemption, to ensure that any withholding payments required to be made by the other party are reduced or avoided to the fullest extent permitted by law. Converge shall be deemed to be the sole payor of payments owed to VNE under this Agreement and shall not have the right to substitute any domestic or foreign affiliate for that purpose, and if Converge reincorporates or otherwise reorganizes as a foreign person that would thereupon cause payments hereunder to VNE to become subject to withholding, then Converge shall comply with applicable laws to the extent required and shall gross up the payments otherwise owed to VNE so that VNE receives, net of withholding taxes, the amounts VNE would have received if Converge had not substituted a foreign person or had remained a domestic person.

      5. Warranty.

            5.1 Services Warranty. VNE warrants that the Services provided hereunder will be provided in accordance with generally-accepted industry standards applicable to the performance of services of a similar nature. In the event of any breach of the foregoing warranty, and provided that Converge reports such breach to VNE in writing within 90 days following the date of performance of the Services in question, VNE shall, as its sole obligation and Converge's sole and exclusive remedy, promptly repair, replace or re-perform the Services in question, without additional cost to Converge, so as to correct the warranty non-compliance as promptly as practicable (within 30 days to the extent technically feasible).

            5.2 Disclaimer. WITH THE EXCEPTION OF THE EXPRESS WARRANTY PROVIDED





IN SECTION 5.1 AND AS THE PARTIES MAY OTHERWISE AGREE IN ANY WORK PLAN, VNI AND ALL AFFILIATES OF VNI SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS RELATING TO ANY SERVICES, MAINTENANCE UPDATES OR ENHANCEMENTS PROVIDED OR TO BE PROVIDED HEREUNDER.

      6. Limitation of Liability.

            6.1 Disclaimer of Liability for Certain Damages.

                  6.1.1 Consequential and Similar Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUES OR BUSINESS OPPORTUNITIES) HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. The foregoing limitation

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is independent of any exclusive remedies available to either party under this Agreement, including any failure of such remedies.

                  6.1.2 Loss of Data, Usage, Etc. VERT DOES NOT GUARANTEE THAT ANY MAINTENANCE UPDATES OR ENHANCEMENTS WILL OPERATE WITHOUT ERROR OR INTERRUPTION AND VERT SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES ASSOCIATED WITH LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF ANY PRODUCTS, MAINTENANCE UPDATES OR ENHANCEMENTS RESULTING THEREFROM.

            6.2 Sole Remedy. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT, TO THE EXCLUSION OF THE REMEDIES SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF ACTION. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO A PRODUCT OR ANY SERVICES PROVIDED UNDER THE SUBSCRIPTION LICENSE AGREEMENT, THE REMEDIES SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, TO THE EXCLUSION OF THE REMEDIES SET FORTH IN THIS AGREEMENT, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF ACTION. For the sake of clarity, the parties acknowledge that claims concerning Vert's ownership of and Converge's license rights to any Maintenance Updates, Enhancements or associated Documentation shall be deemed to have arisen under the Subscription License Agreement, that claims with respect to VNE's delivery of any Vert-General Release Enhancements or associated Documentation, or the performance or non-performance of any Vert-General Release Enhancements, shall be deemed to have arisen under the Subscription License Agreement, and that claims with respect to VNE's delivery of any Maintenance Updates, Converge-Requested Enhancements or associated Documentation, or the performance or non-performance of any Maintenance Updates or Converge-Requested Enhancements, shall be deemed to have arisen under this Agreement. NO LIABILITY SHALL EXTEND UNDER THIS AGREEMENT TO ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY AFFILIATES OF VNI OTHER THAN VNE, OR THEIR LICENSORS) IF NOT INVOLVED IN THE DEVELOPMENT OR DELIVERY OF ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES HEREUNDER.

            6.3 Maximum Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY OF EACH PARTY TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES, IF ANY, RELATING TO THIS AGREEMENT OR ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, STRICT PRODUCT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, SHALL NOT EXCEED (I) WITH RESPECT TO ANY ENHANCEMENT PROVIDED HEREUNDER, THE AMOUNTS PAID BY CONVERGE TO VERT FOR SUCH ENHANCEMENT, AND (II) WITH RESPECT TO ANY MAINTENANCE AND SUPPORT SERVICES, THE AMOUNTS PAID BY

                                       13

CONVERGE TO VERT FOR SUCH MAINTENANCE AND SUPPORT SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION FOR ANY SUCH DAMAGES FIRST AROSE. THE FOREGOING LIMITATIONS ON EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL BE IN ADDITION TO ANY FEES AND OTHER AMOUNTS DUE AND OWING UNDER SECTION 4. FOR PURPOSES OF THIS SECTION 6.3, THE TERM PARTY MEANS CONVERGE ON THE ONE HAND, AND VNI AND VNE COLLECTIVELY ON THE OTHER HAND, SO THAT AS TO VNI AND VNE THE LIMITATIONS IN THIS SECTION 6.3 ARE COLLECTIVE LIMITATIONS AND NOT SEPARATE LIMITATIONS FOR EACH OF VNI AND VNE.

            6.4 Exceptions. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 6 SHALL NOT APPLY WITH RESPECT TO (A) ANY CLAIMS OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 7, OR (C) LIABILITY FOR PAYMENT OF INTEREST ADDED BY A COURT OF LAW OR AN ARBITRATION PANEL TO A JUDGMENT ENTERED IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT.

            6.5 Duty to Mitigate. Each party will have a duty to take reasonable steps to mitigate damages for which the other party is responsible.

            6.6 Acknowledgement. Each of the parties acknowledge that the disclaimers and limitations set forth in this Section 6 are an essential element of this Agreement between the parties and that the parties would not have entered into this Agreement without such disclaimers and limitations.





      7. Confidential Information.

            7.1 Definition of Confidential Information. Confidential Information as used in this Agreement shall mean any and all proprietary or non-public information of a party whether in oral, written or other tangible form that the party disclosing the information (the Discloser) designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party (the Recipient) knows or has reason to know should be treated as confidential.

            7.2 Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for the performance of such party's obligations or the enjoyment of such party's rights and benefits hereunder, and for any other purpose such Discloser may hereafter authorize in writing. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient's own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, agrees&bbsp;that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient's employees who need to know such information, and such Recipient certifies that such Recipient employees have

                                       14

previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser's Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser's Confidential Information.

            7.3 Exclusions from Nondisclosure and Nonuse Obligations. The obligations under this Section 7 of each of the parties, as Recipient, with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to such portion that Recipient can document: (a) was in the public domain at or subsequent to the time such portion was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Recipient by Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by either of the parties, as Recipient, of Confidential Information of the other party, as Discloser, either (i) in response to a valid order by a court or other governmental body; (ii) as otherwise required by law; or (iii) as necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by Recipient or a waiver of confidentiality for other purposes; provided, however, that Recipient shall provide prompt prior written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure.

            7.4 Confidentiality of this Agreement. The parties hereto agree to keep the terms of this Agreement confidential and not to divulge any part thereof to any third party except: (a) with the prior written consent of the other party; (b) to any governmental body having jurisdiction to request and to read the same; (c) as otherwise may be required by law or legal process; or (d) to legal counsel representing either party. Notwithstanding the foregoing, no disclosure of this Agreement shall be made pursuant to clauses (b) or (c) of the foregoing sentence without the disclosing party first giving the other party reasonable notice prior to the intended disclosure so as to allow the other party sufficient time to seek a protective order or otherwise assure the confidentiality of this Agreement as that other party shall deem appropriate. Each party agrees not to file this Agreement as an exhibit to its SEC filings without first redacting and requesting confidential treatment for any information reasonably considered by the other party to be confidential. Such other party shall inform the first party of any such information it wishes to redact and request confidential treatment for within five Business Days following the date such other party is requested to do so in writing. Nothing herein shall prohibit either party from complying with applicable securities or other laws, rules or regulations.

      8. Non-Solicitation. During the Term of this Agreement and for a period of one year thereafter, Converge and Vert each agree not to directly or indirectly solicit, encourage or cause others to solicit or encourage any employees or individual independent contractors of the other party to terminate their employment or independent contracting relationship with the other party and become an employee or independent contractor of the soliciting party or its Affiliate. This provision does not prohibit a party's responding to unsolicited employment inquiries and/or any

                                       15

indirect solicitations and other employment activities (e.g., job postings, advertising of positions) that are not specifically targeted at any particular individual.





      9. Term; Events of Default; and Termination.

            9.1 Term. The initial period of this Agreement (the Initial Term) shall commence upon the Effective Date and continue until March 31, 2003. Thereafter, this Agreement shall renew only upon the mutual written agreement of the parties for up to three additional renewal terms of one year each (each, a Renewal Term). Notwithstanding the foregoing provisions of this Section 9.1, in the event any Services or other obligations of either party (including payment obligations) with respect to any Final Work Plan have not been completed or discharged as of the date on which this Agreement would otherwise expire, this Agreement shall remain in effect solely with respect to such Work Plan until such Services or other obligations have been completed or discharged.

            9.2 Events of Default. The occurrence of any one or more of the following acts, events or occurrences shall constitute an Event of Default under this Agreement: (a) either party becomes insolvent, files for bankruptcy or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 days, or makes a general assignment for the benefit of its creditors; (b) either party breaches any material provision of this Agreement and the result is the non-breaching party experiencing a substantial deprivation of the benefits to which the non-breaching party is entitled under this Agreement, which material breach is not cured by the breaching party within 30 days after the breaching party's receipt of the non-breaching party's written notice specifying the breach in detail; provided, however, that if the breach is of such a nature that it may be cured, but it may not reasonably be cured within such 30-day period, the non-breaching party may not terminate this Agreement unless such breach is not cured by the breaching party on or before the 60th day after the breaching party's receipt of the non-breaching party's notice of breach if breaching party has commenced substantial efforts to cure the breach within the initial 30-day period and has continued in good faith to work to cure the breach as soon as reasonably practicable thereafter, or (c) Converge fails to pay when due any amounts payable under Section 4 and fails to cure such breach within 3 Business Days after VNE gives Converge written notice specifying the breach.

            9.3 Termination. Immediately upon the occurrence of an Event of Default by either party, the other party shall have the right, but not the obligation, to terminate this Agreement, exercisable by such other party giving written notice thereof to first party within 10 Business Days after the occurrence of such Event of Default. In addition, this Agreement shall automatically terminate upon any termination of the Subscription License Agreement as permitted thereunder.

            9.4 Effect of Termination. Upon the expiration or termination of this Agreement, each party shall erase, destroy or return to the other party all copies of the Confidential Information of or provided by such party under this Agreement and, upon such other party's written request, shall certify its compliance with this Section 9.4 to the other party in writing. Notwithstanding the foregoing provisions of this Section 9.4, with respect to and for so long as any licenses granted to Converge respecting Deployed Products and/or Source Code under the Subscription License Agreement survive the expiration or termination of this

                                       16

Agreement, Converge shall not be required to erase, destroy or return any Confidential Information of Vert or its Affiliates respecting such Deployed Products and/or Source Code.

            9.5 Effect of Vert Non-Renewal Election. If VNE or VNI is unwilling to renew this Agreement on its existing terms for any Renewal Term, a Vert Non-Renewal Election shall be deemed to have occurred. In the event of a Vert-Non-Renewal Election, in addition to any rights or remedies that may be available to Converge under the Subscription License Agreement, the provisions of Section 8 above shall cease to apply with respect to Converge's solicitation or encouragement of any of the VNE Service Personnel to terminate their employment or independent contracting relationship with VNE and become an employee or independent contractor of Converge or its Affiliate.

            9.6 Effect of Converge Non-Renewal Election. If VNE or VNI is willing to renew this Agreement on its existing terms for any Renewal Term, but Converge elects not to renew this Agreement for any for any reason, a Converge Non-Renewal Election shall be deemed to have occurred. In the event of a Converge-Non-Renewal Election, the rights or remedies that may be available to Converge under the Subscription License Agreement, if any, shall apply.

            9.7 Survival. Sections 3.11, 3.12, 4.1, 4.2, 4.6, 4.7, 5.2, 6, 7, 8, 9.4, 9.5, 9.6, 9.7 and 10 shall survive any expiration or termination of this Agreement. In addition, all payment obligations under Section 5 that pertain to Services provided or otherwise accrue prior to the effective date of expiration or termination of this Agreement shall survive such expiration or termination.

      10. General.

            10.1 Notices. All notices permitted or required under this Agreement (Notices) shall be in writing and shall be delivered as follows with notice deemed given as indicated (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, five days after deposit in the mail. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VNI or VNE:                         with a copy to:





Attn: General Counsel                     Attn: Michael L. Pillion VerticalNet, Inc.                         Morgan, Lewis & Bockius, LLP 507 Prudential Road                       1701 Market Street Horsham, Pennsylvania 19044               Philadelphia, Pennsylvania 19103

                                       17

If to Converge:

Attn: General Counsel Converge, Inc. Four Technology Drive Peabody, MA  01960

            10.2 Force Majeure. Except for the obligation to pay monies due, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the control of such party.

            10.3 Waiver. An effective waiver under this Agreement must be in writing signed by the party waiving its right. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of subsequent breaches of that or any other provision hereof.

            10.4 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

            10.5 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

          &sbsp; 10.6 Choice of Law; Waiver of Jury Trial; Limitation of Action. This Agreement and performance under this Agreement shall be governed by the laws of the United States of America and of the Commonwealth of Pennsylvania as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to this Agreement must be commenced no later than two years from the date on which the cause of action arose.

            10.7 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf.

            10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute

                                       18

one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

            10.9 Assignment. A party may assign this Agreement to any Affiliate. Otherwise, neither party may assign this Agreement without the other party's prior written consent (not to be unreasonably withheld). No transfer of this Agreement by operation of law or change in Control of a party, including, without limitation, by merger, consolidation or sale or other transfer of equity interests, shall be considered an assignment for purposes of this Section 11.9. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

            10.10 No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their successors and permitted assigns.

            10.11 Non-Exclusive Agreement. Except as expressly stated herein, this Agreement is not exclusive as to either party, and, subject to the express provisions of this Agreement, each party will have the right to conduct any other business in which it may now or hereafter be engaged.

            10.12 Entire Agreement. This Agreement, together with the Subscription License Agreement and the other agreements referenced therein, are the entire agreement between Vert and Converge relating to the subject matter of this Agreement. This Agreement shall supersede any prior agreement or





understanding, whether written or oral, and any other communications between Vert and Converge relating to the subject matter of this Agreement. This Agreement may only be amended by a writing specifically referencing this Agreement, which has been signed by authorized representatives of each party.

                                       19

      IN WITNESS WHEREOF, the undersigned do hereby execute this parties have caused this Agreement to be signed by their duly authorized representatives as of the date first written above in this Agreement.

VerticalNet, Inc.                            Converge, Inc.

By:__________________________________        By:________________________________

_____________________________________        ___________________________________ (Print Name)                                 (Print Name)

Title:_______________________________        Title:_____________________________

VerticalNet Enterprises LLC

By:__________________________________

_____________________________________ (Print Name)

Title:_______________________________

                                       20

                                    Exhibit A                            Severity Levels of Problems

The following chart describes the distinctions between the different severity levels for Problems reported by Converge.

Severity    Definition Level           1           A Severity Level 1 Problem is one where critical or central             functionality of the Supported Product is unavailable and the             Supported Product cannot reasonably be used, or performance of             critical or central functionality of the Supported Product is             severely degraded, and in either such case Converge does not have or             cannot implement a reasonable workaround. The adverse impact of a             Severity 1 Problem on Converge's business is severe and immediate,             and requires an immediate solution. A Severity Level 1 Problem may             have one or more of the following characteristics, in each case             without Converge being able to implement a reasonable workaround:

            -     Data is corrupted or lost by the Supported Product, or the                   Supported Product returns incorrect results, and such                   corruption, loss or incorrect results have a material adverse                   impact on critical or central functionality of the Supported                   Product             -     Complete or severe lack of ability to use the critical or                   central functionality of the Supported Product             -     The Supported Product crashes repeatedly             -     Critical or central functionality of the Supported Product is                   not operational or is severely degraded             -     Critical or central functionality of the Supported Product                   fails to run to completion

2           A Severity Level 2 Problem is one where critical or central             functionality of the Supported Product is unavailable, or             performance of critical or central functionality of the Supported             Product is severely degraded, but in either such case Converge can             implement a reasonable workaround but such workaround does not             downgrade the Problem to Severity Level 3 or 4. Use of critical or             central functionality of the Supported Product can continue in a             restricted fashion through use of such workaround, but the user             still experiences a significant degradation of performance of such             functionality. A Severity Level 2 Problem may have one or more of             the characteristics of a Severity Level 1 Problem, but critical or             central functionality of

            -     the Supported Product can continue to operate in a restricted                   fashion through use of such workaround.

3           A Severity Level 3 Problem causes minimal interruption to             non-central or non-important functionality. The Problem has a minor             impact or is inconvenient. A Severity Level 3 Problem may have one             or more of the following characteristics:

            -     Performance of the Supported Product is degraded in a                   non-critical manner             -     Performance of the Supported Product is minimally impaired





                                       21

          4           A Severity Level 4 Problem causes no loss of use of the Supported             Product. The following would be Severity Level 4 Problems:

            -     Cosmetic problem with the Supported Product             -     Documentation error             -     Minor incorrect behavior of the Supported Product that does                   not impede its operation

                                       22

                                    Exhibit B                      Problem Response and Resolution Efforts

SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS  LEVEL                                                              1            -   Initial Response (defined                -   Continuous efforts (24x7) with                     below) within 30 minutes after                 best available resources to                     the Problem is reported to VNE                 provide a workaround, patch,                     if the Problem is reported                     fix or other solution for the                     during Support Hours.                          Problem as quickly and                 -   Initial Response within two                    efficiently as possible,                     hours if the Problem is                        beginning as soon as                     reported to VNE outside of                     practicable after diagnosis of                     Support Hours, or within 30                    the Problem commences.                     minutes following the                      -   If a workaround, patch, fix or                     resumption of Support Hours,                   other solution is not provided                     whichever is sooner.                           within 24 hours after                 -   Diagnosis commences as soon as                 diagnosis of the Problem                     is reasonably practicable.                     commences, provide Converge                 -   Status reports every 24 hours                  with an assessment and action                     thereafter.                                    plan detailing the proposed                                                                    method of resolution and a                                                                    time schedule for delivery of                                                                    a correction.                                                                -   Severity Level 1 requires                                                                    maximum effort support until                                                                    an emergency fix or bypass is                                                                    developed and available for                                                                    shipment to Converge. Critical                                                                    situations may require                                                                    customer, Converge and VNE                                                                    personnel to be at their                                                                    respective work locations or                                                                    available on an                                                                    around-the-clock basis.                                                                -   Provide a final patch, fix or                                                                    other solution within 24 hours                                                                    that down grades the Problem                                                                    to Severity Level 3 or less                                                                    and that does not                                                                    substantially impair                                                                    performance or functionality.

   2            -   Initial Response within two                -   Continuous efforts during                     hours after the Problem is                     Support Hours to provide a                     reported to VNE if the Problem                 patch, fix or other solution                     is reported during Support                     for the Problem as quickly and                     Hours.                                         efficiently as possible,                 -   Initial Response within two                    beginning as soon as                     hours after the resumption of                  practicable after diagnosis of                     Support Hours if the Problem                   the Problem commences.                     is reported to VNE outside of              -   If a patch, fix or other                     Support Hours.                                 solution is not provided                 -   Diagnosis commences within one                 within 48 hours after                     Support Day after the Problem                  diagnosis of the Problem                     is reported to VNE.                            commences, provide Converge                 -   Status reports every other                     with an assessment and action                     Support Day thereafter.                        plan detailing the proposed                                                                    method of resolution and a                                                                    time schedule for delivery of                                                                    a correction.                                                                -   Provide a final patch, fix or                                                                    other solution within 72 hours                                                                    that down grades the Problem                                                                    to Severity Level 3 or less                                                                    and that does not                                                                    substantially impair                                                                    performance or functionality.

   3            -   Initial Response by the end of             -   Reasonable efforts during                     the Support Day immediately                    Support Hours to provide a                     following the day on which the                 workaround, patch, fix or                     Problem is reported to VNE.                    other solution for the Problem                 -   Diagnosis commences within two                 within five Support Days,





                    Support Days after the Initial                 beginning within a reasonable                     Response                                       period of time after diagnosis                 -   Progress and status reports as                 of the Problem commences.                     appropriate thereafter, but at                     least weekly.

   4            -   Reasonable efforts to commence             -   Reasonable efforts to resolve                                                                    the Problem in a

                                       23

SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS  LEVEL                                                                               diagnosis of the Problem                       future Maintenance Update.                     within five Support Days after                     the Problem is reported to                     VNE.                 -   Progress and status reports as                     appropriate thereafter.

For purposes of this Exhibit B, Initial Response means (a) communication back to the Converge Support Personnel by the appropriate VNE personnel acknowledging receipt of the applicable Problem Report; and (b) consistent with the nature and extent of the information provided by Converge to VNE, communication by VNE to the Converge Support Personnel of VNE's initial analysis of the nature and/or cause of the Problem and suggestions for a possible temporary or interim solution to the Problem, including any interim work-around or other temporary quick fix.

                                       24

                                    Exhibit C                  Quarterly Allocation and VNE Support Personnel

                                                              ESTIMATED        ESTIMATED        ESTIMATED VERTICALNET            TITLE                PERCENTAGE        HOURS PER        NUMBER OF          TOTAL TEAM MEMBER                                  OF TIME            WEEK             WEEKS            HOURS                                                                                   Stephen              Project Manager           50%               20               12               240 DePalantino

Mike Decker          Support Mgr               50%               20               12               240

Christian            Programmer Analyst        50%               20               12               240 Torstensson

Roland Ngokila       Programmer Analyst        50%               20               12               240

Ken Ridler           Programmer Analyst        100%              40               12               480

Kelley Nelson        Programmer Analyst        100%              40               12               480                                                                                                   ----                      TOTAL HOURS             &bbsp;                                                    1920                                                                                                   ====

Upon notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice provisions of this Agreement) to and in consultation with the Converge Project Manager, VNE shall be entitled to replace (or substitute temporarily for) the VNE Service Personnel identified above. Any replacement personnel shall be reasonably qualified to perform the Services they are to perform under this Agreement, and VNE will use reasonable efforts to maintain continuity of assignment with respect to the VNE personnel assigned to provide essential Services. VNE shall use commercially reasonable efforts to limit the replacement of (or substitution for) the persons identified above during the 90 day period immediately following the Effective Date. VNE, in the reasonable discretion of the VNE Project Manager, shall make Mark Rodriguez reasonably available to perform any Maintenance and Support Services that would be materially benefited by his participation, and, notwithstanding the foregoing sentence, VNE shall be free to substitute Mark Rodriguez for any of the persons identified above for such purposes.

                                       25 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
[EX A]: In the event of any breach of the foregoing warranty, and provided that Converge reports such breach to VNE in writing within 90 days following the date of performance of the Services in question, VNE shall, as its sole obligation and Converge's sole and exclusive remedy, promptly repair, replace or re-perform the Services in question, without additional cost to Converge, so as to correct the warranty non-compliance as promptly as practicable (within 30 days to the extent technically feasible).

[EX Q]: Exhibit 10.33

EXECUTION VERSION CONFIDENTIAL

DOMAIN NAME AND CONTENT LICENSE AGREEMENT

This Domain Name and Content License Agreement (the Agreement) is made and entered into, by and between Beijing SINA Internet  Information Service Co., Ltd. ( ), a limited liability company organized under the laws of the People's Republic  of China (hereinafter Licensor) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of  the People's Republic of China (Licensee and together with Licensor, the Parties and each a Party) and is made effective as of the Effective  Date (defined below).

RECITALS

WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands (SINA), and CRIC Holdings Limited, a company  organized under the laws of the Cayman Islands (CRIC), entered into that certain Share Purchase Agreement dated July 23, 2009 (the Share  Purchase Agreement), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement);

WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it  desires to license to Licensee and Licensee desires to obtain a license from Licensor to such domain names to use in connection with its operation  of the Business on the terms and conditions set forth herein; and

WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju) entered into that certain Domain Name License  Agreement dated May 8, 2008 (the Original Agreement) and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to  the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to  the consummation of the transactions contemplated by the Share Purchase Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of the Parties and the faithful performance thereof, and  other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I  DEFINITIONS

As used herein, the following terms shall have the meanings ascribed to them below.

Action has the meaning set forth in Section 8.1.

Affiliate means, when used with respect to any specified Person, a Person that directly or indirectly through one or more intermediaries, controls,  is controlled by, or is under common control with, such specified Person. For the purposes of this definition, control (including the terms  controlled by and under common control with) with respect to the

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor,  of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as  trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Agency Agreement means that certain Advertising Sale Agency Agreement by and between SINA Corporation and China Online Housing  Technology Corporation, dated as of the date hereof.

Business means an online real estate media platform in the PRC that (i) provides information and updates related to real estate, home furnishing  and construction in the PRC and provides real estate, home furnishing and construction advertising services, and (ii) operates a business-to- business and business-to-consumer Internet platform targeting participants in the PRC real estate industry, in each case, as currently conducted or  contemplated to be conducted on the websites owned or operated by Licensee or any of Licensee's Affiliates in the PRC.

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in  Beijing.

Change of Control means (i) the consummation of any acquisition or purchase, directly or indirectly, by any Person or related group of Persons,  that results in a Competitor owning more ordinary shares in CRIC than E-House and SINA, and in each case, their respective controlled Affiliates,  own in the aggregate or (ii) an event pursuant to which a Competitor acquires the right to nominate a member to the board of directors of CRIC.

Claimant has the meaning set forth in Section 10.12.

Commission has the meaning set forth in Section 10.12.

Competitor means any Person whose business includes an online portal.

Confidential Information has the meaning set forth in Section 9.1.

Content means text, graphics, information and data and other content, whether supplied by Licensee, Licensor, end users or third party  providers.

Dispute has the meaning set forth in Section 10.12.

Effective Date means the Closing Date as set forth in the Share Purchase Agreement.

E-House Licensed Data and Information means the data and information licensed to CRIC Holdings Limited and its subsidiaries, for the  operation of the CRIC system pursuant to the Master Transaction Agreement.

2

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







Governmental Authority means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or  administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

Initial Term has the meaning set forth in Section 6.1.

Law means any federal, national, supranational, state, provincial, local or similar statute, law or ordinance, regulation, rule, code, order,  requirement or rule of law (including common law).

Licensed Content shall mean all Content (i) whose copyright is owned by Licensor; or (ii) owned by a third party provider but is sublicensable  by Licensor to Licensee without requiring the payment of any additional fee to any third party and without violating the terms of any agreement  with such third party provider, together with all updates to and substitutions therefor as may be implemented by Licensor or such third party  provider.

Licensed Domain Names means the domain names listed on Exhibit A attached hereto.

Licensee Parties has the meaning set forth in Section 8.1.

Licensor Parties has the meaning set forth in Section 8.2.

Master Transaction Agreement means the Master Transaction Agreement entered into by and between E-House (China) Holdings Limited and  CRIC Holdings Limited, dated as of July 27, 2009.

Operating Content has the meaning set forth in Section 2.2.

Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other  entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as  amended.

PRC means the People's Republic of China, excluding Hong Kong, Macau and Taiwan.

Recipient has the meaning set forth in Section 9.1.

Respondent has the meaning set forth in Section 10.12.

Rules has the meaning set forth in Section 10.12.

Software License Agreement means that certain Software License and Support Services Agreement by and between Beijing SINA Internet  Information Service Co., Ltd. and SINA Leju dated as of [ ].

Term has the meaning set forth in Section 6.1.

3

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







Trademark License Agreement means that certain Trademark License Agreement by and between Beijing SINA Internet Information Service Co.,  Ltd. and Licensee dated as of [ ].

ARTICLE II  GRANT OF LICENSE

2.1. Grant of Licenses.

(a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee's use of the Licensed  Domain Names under the terms of this Agreement shall be free of any fees.

(b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this  Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or  restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section  2.3, Licensee's use of the Licensed Content under the terms of this Agreement shall be free of any fees.

(c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third  party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to  Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled  by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed  Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms  and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or  inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed  a breach by Licensee under this Agreement.

2.2. Other Content. Licensee may desire to use Content other than Licensed Content, from time to time, in connection with the websites associated  with the Licensed Domain Names (Operating Content). Licensee may independently enter into an agreement with the owner of the Operating  Content to secure Licensee's right to use such Operating Content, and shall be solely responsible for the cost and expense associated with  procuring such Content. For the avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto Licensee's  websites or through use of the Licensor's software pursuant to the Software

4

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







License Agreement. If Licensee requests Licensor to enter into such an agreement on behalf of Licensee and to provide the Operating Content to  Licensee, Licensor and Licensee shall discuss such request in good faith; provided, however, if Licensor agrees to procure and provide such  Operating Content, Licensee shall reimburse Licensor for all reasonable, incremental costs that Licensor incurs which are attributable to Licensee's  request. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to obtaining Content and, as a result of  Licensee's request for Operating Content pursuant to this Section 2.2, must hire an additional full time employee to handle Licensee's request,  Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work  on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in  handling Licensee's requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by Licensee to procure  Operating Content under this Section 2.2. Unless otherwise agreed to by the Parties, any Operating Content obtained on Licensee's behalf by  Licensor shall be for Licensee's use only and shall not be used by Licensor or its Affiliates or provided or made available to any third parties by  Licensor.

2.3. Fees. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any  royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction  Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes  entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be  agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by  Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including,  but not limited to, discounted services offerings from the third party).

ARTICLE III  QUALITY CONTROL

3.1. Licensee Control. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all  aspects of the websites and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and- feel and the Content of such websites.

3.2. Content Distribution. Licensor shall make available to Licensee the Licensed Content in substantially the same manner and with substantially  the same speed and efficiency as such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through Licensor's  content database, but in no event with less speed, efficiency, or a lesser level of access than Licensor provides with respect to its own operations.  Licensee agrees to use the Licensed Domain Names only in accordance with such content distribution policy that Licensor uses in connection  with its own business, and as may be established by Licensor and communicated in writing in advance to Licensee from time to time or as may  otherwise be agreed to by the Parties from time to time, provided that Licensee shall be afforded the same period of time to implement any such  content distribution policy as is afforded to Licensor's Affiliates and other third parties.

5

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3.3. Website Monitoring and Censoring.

(a) Licensee Obligations. Licensee shall monitor and censor all Content on the websites associated with the Licensed Domain Names, including  without limitation Content posted by end users. Licensor shall also have the right to monitor and censor Content of the websites associated with  Licensed Domain Names. Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene  or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes  aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written  notice from Licensor or such Governmental Authority. Licensee's failure to comply with this Section 3.3(a) shall be deemed a material breach of  this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that Licensor shall have the right to remove such offending  Content from the websites associated with Licensed Domain Names.

(b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives notice from any Governmental Authority that the  websites associated with the Licensed Domain Names contain offending Content where (i) the basis or nature of such offense has not previously  been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from such  Governmental Authority, Licensor shall promptly notify Licensee of Licensor's receipt thereof. Licensee shall then use best efforts to remove such  Content as soon as possible in accordance with the instructions of such Governmental Authority. Notwithstanding the foregoing or anything in  Section 8.2 to the contrary, in the event Licensor fails to notify Licensee of Licensor's receipt of such notice from a Governmental Authority, such  that Licensee does not have sufficient time to remove such offending Content, Licensee shall not be liable for any fines or penalties imposed by a  Governmental Authority in connection with such offending Content.

3.4. Compliance with Laws. Licensee shall ensure that the Business complies with all applicable Laws in respect of operation, advertising and  promotion of the Business and use of the Licensed Domain Names and Licensed Content in connection therewith.

3.5. Restrictions. Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term SINA,  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term SINA in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials. In  the event that Licensor reasonably determines that any violation of the foregoing by Licensee poses an immediate harm to Licensor's business,  reputation or goodwill, Licensee shall promptly, following receipt of notice from Licensor, cease and desist all such non-conforming uses.

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ARTICLE IV  OWNERSHIP

4.1. Ownership. Licensee acknowledges that, as between the Parties, Licensor (or its third party providers) is the owner of all right, title and interest  in and to the Licensed Domain Names and Licensed Content, and all such right, title and interest shall remain exclusively with Licensor (or its third  party providers).

4.2. Prosecution and Maintenance. As between Licensee and Licensor, Licensor shall have the sole and exclusive right and obligation to maintain  and renew registrations for the Licensed Domain Names during the Term, and shall do so at its own cost and expense during the Term. Licensee  shall not engage in the foregoing affairs, in particular, Licensee shall not change or apply for change of the domain name registration service  agency for the Licensed Domain Names during the Term of this Agreement.

ARTICLE V  ENFORCEMENT

5.1. Licensor Enforcement.

(a) Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at  Licensor's cost and expense, to prevent or terminate misuse, infringement, dilution, misappropriation, imitation or illegal use by third parties of the  Licensed Domain Names or Licensed Content.

(b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that the Licensor may undertake under this Section 5.1  (including, without limitation, executing, filing and delivering all documents and evidence reasonably requested by the Licensor) and shall lend its  name to such action, suit or proceeding if reasonably requested by the Licensor or required by applicable Law. All reasonable out-of-pocket  expenses incurred by the Licensee in connection therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate  and be represented in any such action, suit or proceeding by its own counsel at its own expense.

(c) All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken under this Article V, or from any  settlement or compromise thereof, shall be for the benefit of the Licensor, provided, however, that any compensation granted or awarded in light of  any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor's reasonable expenses for taking such action, suit or  proceeding have been paid.

ARTICLE VI  TERM AND TERMINATION

6.1. Term. The initial term of this Agreement (the Initial Term) shall commence on the Effective Date and shall continue for a period of ten (10)  years thereafter. Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use

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good faith efforts to negotiate an extension of the term of this Agreement (the Initial Term together with any applicable extension, the Term).

6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement in the event that the other Party (a) becomes insolvent or  unable to pay its debts as they mature; (b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are commenced  against such other Party or on its behalf, under any bankruptcy, insolvency or debtors' relief law and such proceedings have not been vacated or  set aside within seven (7) days from the date of commencement thereof.

6.3. Termination for Breach.

(a) By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

(b) By Licensee. Licensee may terminate this Agreement at any time in the event that the Licensor is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

6.4. Termination for a Change of Control. Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence  of a Change of Control.

6.5. Termination in the Event of Termination of Agency Agreement. In the event that the Agency Agreement is terminated pursuant to Section 9.02 (c)(iii) or 9.02(d)(i) thereof, this Agreement shall automatically be terminated as of the effective date of the termination of the Agency Agreement  and shall thereafter be of no further force or effect except as set forth in Section 6.7.

6.6. Effect of Termination.

(a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and  Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution.  Upon expiration of this Agreement or such 90-day period, (i) all rights granted to Licensee under this Agreement with respect to the Licensed  Domain Names and Licensed Content shall immediately cease, and (ii) Licensee shall immediately discontinue all use of the Licensed Domain  Names and Licensed Content.

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(b) Upon termination or expiration of the Agency Agreement (other than as described in Section 6.5), Licensee's rights under Section 2.1(b) are  terminated and Licensee shall immediately discontinue all use of the Licensed Content, provided, however that in the event the Agency  Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.

6.7. Survival. The duties and obligations of the Parties under Articles IV, VI, VIII, IX and X and Section 7.2 of this Agreement shall survive any  termination or expiration of this Agreement.

ARTICLE VII  REPRESENTATIONS AND WARRANTIES

7.1. Representations and Warranties.

(a) By Each Party. Each of Licensee and Licensor represents and warrants to each other Party that: (a) it is a corporation duly incorporated, validly  existing and in good standing under applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation of the  transactions contemplated hereby are within its corporate powers; (c) it has taken necessary steps to obtain authority and all necessary consents  and approvals of any other third party or Governmental Authority to execute and perform this Agreement; (d) this Agreement has been duly  executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such  enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the rights of creditors' generally or by general  principals of equity; and (e) the execution, delivery and performance of this Agreement will not conflict with or result in any breach of its charter or  certificate of incorporation, bylaws, or other governing document, or any instrument, obligation, or contract to which it or its properties is bound.

(b) By Licensor. Licensor represents and warrants that:

i. It has the right to grant the licenses granted to Licensee hereunder; and

ii. The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder in connection with the Licensed Domain Names  and Licensed Content are, substantially similar to the Licensed Content and the Licensed Domain Names and the rights that were granted to SINA  Leju in connection therewith prior to the Effective Date.

7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SHARE  PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT ARE PROVIDED WITHOUT WARRANTY OF  ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, VALIDITY,  NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND  LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.

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ARTICLE VIII  INDEMNIFICATION

8.1. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensee Parties) from and against any claim, suit, demand  or action (Action), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims arising out of or  resulting from any breach by Licensor of any provision of this Agreement. Licensor's obligation to indemnify Licensee shall be conditioned on (a)  Licensee's provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b)  Licensee's reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor's cost; and (c) Licensor having  exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner  that adversely affects Licensee without Licensee's prior written consent, not to be unreasonably withheld or delayed).

8.2. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensor Parties) from and against any Action, and any  and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by  Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed  Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes  such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any  direct losses suffered or incurred by Licensor as a result of Licensor's failure to provide Licensee with a reasonable period of time to remove  Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or  inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee's obligation to indemnify Licensor shall be  conditioned on (x) Licensor's provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice  Licensee); (y) Licensor's reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee's cost; and (z)  Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any  Action in a manner that adversely affects Licensor without Licensor's prior written consent, not to be unreasonably withheld or delayed).

ARTICLE IX  CONFIDENTIALITY

9.1. Confidential Information. In performing its obligations under this Agreement, either Party (the Recipient) may obtain certain Confidential  Information of the other Party. For purposes of this Agreement, Confidential Information shall mean information, documents and other tangible  things, provided by either Party to the other, in whatever form, relating to such Party's business and marketing, including such Party's financial  information, personal information, customer lists, product plans and marketing plans, whether alone or in its compiled form and whether marked as  confidential or not. The Recipient shall maintain in

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confidence all Confidential Information and shall not disclose such Confidential Information to any third party without the express written consent  of the other Party except to those of its employees, subcontractors, consultants, representatives and agents as are necessary in connection with  activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Recipient shall exercise the same  degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. The Recipient shall  ensure that each of its employees, subcontractors, consultants, representatives and agents holds in confidence and makes no use of the  Confidential Information for any purpose other than those permitted under this Agreement or otherwise required by Law. Upon request by the  other Party, the Recipient shall return, destroy or otherwise handle as instructed by the other Party, any documents or software containing such  Confidential Information, and shall not continue to use such Confidential Information.

9.2. Exceptions. The obligation of confidentiality contained in Section 9.1 shall not apply to the extent that (a) the Recipient is required to disclose  information by order or regulation of a Governmental Authority or a court of competent jurisdiction; provided, however, that, to the extent  permitted by applicable Law, the Recipient shall not make any such disclosure without first notifying the other Party and allowing the other Party a  reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure; or (b) the  Recipient can demonstrate that (i) the disclosed information was at the time of such disclosure to the Recipient already in (or thereafter enters) the  public domain other than as a result of actions of the Recipient, its directors, officers, employees or agents in violation hereof, (ii) the disclosed  information was rightfully known to the Recipient prior to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to  other agreements in effect between the Parties), or (iii) the disclosed information was received by the Recipient on an unrestricted basis from a  source unrelated to any Party and not under a duty of confidentiality to the other Party.

ARTICLE X  GENERAL PROVISIONS

10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in accordance with applicable Law. If any Party pays any taxes that  should have been borne by the other Party in accordance with Law, such other Party shall reimburse such Party within seven (7) days after its  receipt of documentation evidencing such tax payment so incurred by such Party.

10.2. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial  advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the  party incurring such costs and expenses, whether or not the Closing shall have occurred.

10.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made  or received (i) on the date of delivery if delivered in person or by messenger service, (ii) on the date of confirmation of receipt of transmission by  facsimile (or, the first (1s t) Business Day following such receipt if (a) such

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date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of  receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1s t) Business Day  following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to  the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance  with this Section 10.3):

if to Licensor:

SINA Corporation  20/F Beijing Ideal International Plaza  No. 58 Northwest 4th Ring Road  Haidian District, Beijing, 100090  People's Republic of China  Facsimile: +86 10 8260 7166  Attention: Head of Legal Department (Xie Guomin)

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP  12th Floor East Tower, Twin Towers  B-12 Jianguomenwai Dajie  Beijing 100022  People's Republic of China  Facsimile: +86 10 6563 6001  Attention: Lee Edwards, Esq.

if to Licensee:

Beijing Yisheng Leju Information Services Co., Ltd.  c/o CRIC Holdings Limited  No. 383 Guangyan Road  Shanghai 200072  People's Republic of China  Facsimile: + 86 (21) 6086 7111  Attention: President

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom  42/F, Edinburgh Tower, The Landmark  12 Queen's Road Central, Hong Kong  Facsimile: +852 3740 4727  Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.

10.4. Public Announcements. Other than (i) the filing with the SEC of the Form F-1, any amendments thereto and any other documents filed in  connection with the Form F-1,

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including the filing of this Agreement or (ii) any communications with the relevant stock exchange or regulators in connection with the IPO, in each  case, as deemed necessary or desirable in the sole discretion of CRIC, neither party to this Agreement shall make, or cause to be made, any press  release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with  any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and  the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

10.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all  other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of  the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination  that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this  Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions  contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

10.6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and  supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and thereto (including the  Original Agreement).

10.7. Assignment. This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by  operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement  without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is  controlled by SINA Leju.

10.8. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, both Parties  or (b) by a waiver in accordance with Section 10.9.

10.9. Waiver. Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any  inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other party pursuant  hereto or (c) waive compliance with any of the agreements of the other Party or conditions to such Party's obligations contained herein. Any such  extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any  representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.9 or otherwise in accordance with this Agreement  shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other  representation, warranty, agreement, condition or obligation. The failure of either party hereto to assert any of its rights hereunder shall not  constitute a waiver of any of such rights.

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10.10. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon  and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied  (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable  right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this  Agreement.

10.11. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by,  and construed in accordance with, the laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the  application of the laws of another jurisdiction).

10.12. Dispute Resolution. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity  thereof (each, a Dispute), shall to the extent possible be settled through friendly consultation among the Parties hereto. The claiming Party (the  Claimant) shall promptly notify the other Party (the Respondent) in a dated written notice that a Dispute has arisen and describe the nature of  the Dispute. Any Dispute which remains unresolved within sixty (60) days after the date of such written notice shall be submitted to the China  International Economic and Trade Arbitration Commission (the Commission) to be finally settled by arbitration in Beijing, PRC in accordance  with the Commission's then effective rules (the Rules) and this Section 10.12. The language of the arbitration shall be Mandarin Chinese.

(b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall appoint one (1) arbitrator, the Respondent shall appoint one (1)  arbitrator, and the two (2) arbitrators so appointed shall appoint a third arbitrator. If the Claimant and the Respondent fail to appoint one (1)  arbitrator, or the two (2) arbitrators appointed fail to appoint the third arbitrator within the time periods set by the then effective Rules, the relevant  appointment shall be made promptly by the Commission.

(c) Any award of the arbitration tribunal established pursuant to this Section 10.12 shall be final and binding upon the Parties, and enforceable in  any court of competent jurisdiction. The Parties shall use their best efforts to effect the prompt execution of any such award and shall render  whatever assistance as may be necessary to this end. The prevailing Party (as determined by the arbitrators) shall be entitled to reimbursement of  its costs and expenses, including reasonable attorney's fees, incurred in connection with the arbitration and any judicial enforcement, unless the  arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of costs.

(d) The foregoing provisions in this Section 10.12 shall not preclude any Party from seeking interim or conservatory remedies, including injunctive  relief, from any court having jurisdiction to grant such relief.

10.13. No Presumption. The Parties acknowledge that each has been represented by counsel in connection with this Agreement and the  transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed

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ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating  to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied  because this Agreement was prepared by or at the request of any Party or its counsel.

10.14. Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this  Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated  in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a party hereto may be entitled, at law or in  equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and  permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or  other undertaking.

10.15. Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement during any period in which  such Party cannot perform due to hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any Governmental  Authority, provided, however, that the Party so delayed immediately notifies the other Party of such delay. In no event shall such nonperformance  by Licensee be excused due to any such event for longer than ninety (90) days.

10.16. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the  different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together  shall constitute one and the same agreement.

10.17. Termination of Original Agreement. Pursuant to the Mutual Termination Agreement set forth in Exhibit B attached hereto, the Original  Agreement shall be terminated as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not  become effective unless and until the Mutual Termination Agreement set forth in Exhibit B is executed.

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representatives on the date first set  forth above.

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            Beijing SINA Internet Information Service Co., Ltd.

   By:/s/ Charles Chao

    Name:        Title:           Beijing Yisheng Leju Information Services Co., Ltd.

   By:/s/ Fei Cao

    Name:        Title:

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EXHIBIT A

LICENSED DOMAIN NAMES

house.sina.com.cn

jiaju.sina.com.cn

construction.sina.com.cn

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EXHIBIT B

MUTUAL TERMINATION AGREEMENT

THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this   day of  , 2009, by and between Beijing  SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju).

WITNESSETH:

WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original  Agreement); and

WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination  Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration,  receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no  further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.

2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in  writing signed by the parties.

3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.

4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together  will constitute one and the same instrument.

5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

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            Beijing SINA Internet Information Service Co., Ltd.

   By:

    Name:        Title:         Shanghai SINA Leju Information Technology Co. Ltd.

   By:

    Name:        Title:

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 
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?
[EX A]:
Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term "SINA",  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term "SINA" in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials.