AGREEMENT BY AND BETWEEN

EXHIBIT 10.5

BUNDLED SOFTWARE LICENSE

AGREEMENT

AND

BETWEEN

HEWLETT-PACKARD COMPANY

AND

TURBOWORX, INC.

DATED

1 NOVEMBER 2004

BUNDLED SOFTWARE LICENSE AGREEMENT

TABLE OF CONTENTS

Page
----
DEFINITIONS ...................................................................1
1.1 "Program"....................................................1
1.2 "Enhancements"...............................................1
1.3 "Documentation"..............................................1
1.4 "Complete Copy"..............................................1
1.5 "HP Product(s)"..............................................1
1.6 "Subsidiaries"...............................................1

DELIVERY AND ACCEPTANCE........................................................1
2.1 DELIVERY.....................................................1
2.2 ACCEPTANCE...................................................2
2.3 ENHANCEMENTS.................................................2

RIGHTS GRANTED AND RESTRICTIONS................................................2
3.1 LICENSE TO THE PROGRAM.......................................2
3.2 LICENSE TO THE DOCUMENTATION.................................2
3.3 LICENSE TO PHOTOGRAPH (MARKETING MATERIALS)..................3
3.4 RESTRICTIONS.................................................3
3.5 LOCALIZED VERSIONS...........................................3
3.6 TRADEMARKS...................................................3
3.7 OWNERSHIP....................................................3
3.8 COPYRIGHT NOTICES............................................4
3.9 SOFTWARE LICENSE TERMS.......................................4

PROGRAM MAINTENANCE AND SUPPORT................................................4
4.1 MAINTENANCE AND SUPPORT......................................4
4.2 TECHNICAL ASSISTANCE AND TRAINING............................4
4.3 NEW HP PRODUCTS..............................................4
4.4 HP PROPOSED ENHANCEMENTS.....................................4
4.5 ESCROW AGREEMENT.............................................5

PAYMENT .......................................................................5
5.1 PAYMENT......................................................5
5.2 AUDIT........................................................5
5.3 FEE WARRANTY.................................................5
5.4 TAXES........................................................5

6. WARRANTY AND INTELLECTUAL PROPERTY PROTECTION.........................5
6.1 GENERAL WARRANTY.............................................6
6.2 PROGRAM WARRANTY.............................................6
6.3 YEAR 2000 COMPLIANCE WARRANTY................................6
6.4 NO INFRINGEMENT..............................................6
6.5 INTELLECTUAL PROPERTY PROTECTION.............................6
6.6 WARRANTY DISCLAIMER..........................................7

TERM AND TERMINATION...........................................................7
7.1 TERM.........................................................7
7.2 TERMINATION FOR BREACH.......................................7
7.3 EFFECT OF TERMINATION........................................7
7.4 SURVIVAL.....................................................8

LIMITATION OF LIABILITY........................................................8

CONFIDENTIAL INFORMATION.......................................................8
9.1 THE PROGRAM..................................................8
9.2 CONFIDENTIAL INFORMATION.....................................8
9.3 PROTECTION OF CONFIDENTIAL INFORMATION.......................8

MISCELLANEOUS CLAUSES..........................................................9
10.1 NOTICES......................................................9
10.2 EXHIBITS.....................................................9
10.3 INDEPENDENT CONTRACTORS......................................9
10.4 ASSIGNMENT...................................................9
10.5 NO WAIVER....................................................9
10.6 EXPORT CONTROL...............................................9
10.7 DEFINITION OF DAYS..........................................10
10.8 HEADINGS....................................................10
10.9 NO PUBLICATION..............................................10
10.10 SEVERABILITY................................................10
10.11 NON-RESTRICTIVE RELATIONSHIP................................10
10.12 ENTIRE AGREEMENT............................................10
10.13 GOVERNING LAW...............................................10
10.14 COUNTERPARTS................................................10

EXHIBIT A
LICENSED PROGRAM.....................................................12

EXHIBIT B PRICING.....................................................13

EXHIBIT C-1
MAINTENANCE AND SUPPORT..............................................14

EXHIBIT C-2
MAINTENANCE AND SUPPORT..............................................16

EXHIBIT D

ACCOUNT/RELATIONSHIP MANAGERS........................................31
DESIGNATED RECIPIENT FOR NOTICE......................................31

EXHIBIT E ESCROW AGREEMENT............................................32

BUNDLED SOFTWARE LICENSE AGREEMENT

THIS BUNDLED SOFTWARE LICENSE AGREEMENT (this "Agreement") is made as of 1
November 2004 by and between HEWLETT-PACKARD COMPANY, a Delaware Corporation and
its Subsidiaries, divisions and affiliates ("HP"), and TurboWorx, Inc., a
Connecticut corporation ("Licensor").

The parties hereby agree as follows:

1. DEFINITIONS

1.1. "PROGRAM" means Licensor's software program(s) listed and
described in EXHIBIT A hereto, including all Enhancements and
localized versions thereto as further set forth below.

1.2. "ENHANCEMENTS" mean all bug fixes, error corrections, updates,
modifications, new features, new functionalities, upgrades or
versions of the Program or Documentation.

1.3. "DOCUMENTATION" means the manuals and other documentation that
Licensor ordinarily makes available with a Program and any
other documentation and information regarding the Program
which HP reasonably requests for evaluation and use of the
Program as contemplated herein, including those items listed
and described in EXHIBIT A hereto.

1.4. "COMPLETE COPY" of a Program includes (i) a master copy of the
Program in object code form (as specified on EXHIBIT A hereto)
on the media described on EXHIBIT A that satisfies all
functional specifications set forth in the Documentation, and
(ii) all Documentation and technical manuals for the Program
in the form(s) and on the media described in EXHIBIT A.

1.5. "HP PRODUCT(S)" means any HP product, in all its supported
configurations and with all associated peripherals.

1.6. "SUBSIDIARIES" will mean an entity controlled by or under
common control with a party to this Agreement, through
ownership or control of more than fifty percent (50% ) of the
voting power of the shares or other means of ownership or
control, provided that such control continues to exist.

2. DELIVERY AND ACCEPTANCE

2.1. DELIVERY. Licensor agrees to deliver to HP a Complete Copy of
each Program listed in EXHIBIT A no later than ten (10) days
after the execution of this

Agreement.

2.2. ACCEPTANCE. HP will have thirty (30) days from the date of
receipt of a Complete Copy of the Program to evaluate the
Program for conformity with specifications, and either accept,
return for rework, or reject the Program. HP will be entitled
to test and evaluate any Program by whatever means it deems
appropriate consistent with Licensor's rights in the Program,
and Licensor hereby grants to HP any licenses necessary for HP
to perform its evaluation. Such licenses will include the
right of HP to use third party subcontractors to achieve the
foregoing. If HP returns a Program for rework, Licensor agrees
to correct the listed defects and resubmit the Program for
re-evaluation under the same acceptance procedure. In the
event HP rejects a Program, it will give Licensor written
notice of rejection stating the reasons for its
unacceptability, and this Agreement will terminate with
respect to that Program. No payment will be payable to
Licensor unless the Program has been accepted by HP in writing
or HP fails to reject the Program within such 30-day period.

2.3. ENHANCEMENTS. Licensor agrees to deliver to HP a Complete Copy
of any Enhancement within five (5) days of its release to
manufacturing by Licensor. HP will have the right to test and
evaluate the Enhancement under the acceptance procedure
described above.

3. RIGHTS GRANTED AND RESTRICTIONS

3.1. LICENSE TO THE PROGRAM. Licensor hereby grants to HP, under
Licensor's intellectual property rights, a non-exclusive,
worldwide license to use, reproduce, display, distribute,
import and disclose the Program in object code format for use
in conjunction with an HP Product. Such use limitation will
not apply in the case of Enhancements for distribution to
customers for support and maintenance purposes. Such license
will include the right of HP to sublicense distributors,
resellers, and other third parties to achieve the foregoing.

3.2. LICENSE TO THE DOCUMENTATION. Licensor hereby grants to HP,
under Licensor's intellectual property rights, a
non-exclusive, worldwide license to use, reproduce, display,
translate, import, disclose, distribute, modify and prepare
derivative works or compilations of: (a) the Documentation;
and (b) modifications, derivative works and compilations based
upon the Documentation for use with a Program. These rights
are exercisable in any medium. Such license will include the
right of HP to sublicense distributors, resellers, and other
third parties to achieve the foregoing. The right to modify
and prepare derivative works and compilations is granted
solely for the purposes of combining Documentation of more
than one program, condensing Documentation, and formatting and
preparing Documentation for user accessibility.

3.3. LICENSE TO PHOTOGRAPH (MARKETING MATERIALS). Licensor hereby
grants to HP, under Licensor's intellectual property rights, a
non-exclusive, worldwide license to capture visual images of
the Program screen displays and packaging, the Documentation
and the CD-ROM, if any, and to use, reproduce, display,
perform, distribute, import and modify such photographs and
modifications and images solely in connection with HP's
marketing and support of the Program and training with respect
to the Program. Such license will include the right of HP to
sublicense distributors, resellers, and other third parties to
achieve the foregoing.

3.4. RESTRICTIONS. HP will not disassemble or otherwise modify any
Program without written authorization from Licensor, except as
necessary to ascertain interfaces or as permitted by law.

3.5. Localized Versions.

3.5.1. The licenses granted hereunder with respect to the
Program and associated Documentation will include all
localized versions thereof available from Licensor.
Upon the request of HP, Licensor agrees to localize
the Program for additional countries upon a schedule
to be agreed upon in good faith by the parties.

3.5.2. In the event that Licensor fails to make commercially
available such a localized version of the Program
under the schedule agreed upon, then Licensor hereby
grants to HP, on terms to be reasonably agreed upon
in good faith; a non-exclusive license to modify the
Program in order to localize the Program; and the
exclusive, worldwide right to use, reproduce, display
and distribute such localized versions developed by
HP, in object code form, to end users directly or
through HP's third party channels of distribution. HP
may subcontract its localization efforts, subject to
confidentiality restrictions reasonably satisfactory
to Licensor. Under such license, Licensor will
provide HP with reasonable technical assistance, all
necessary source code of the Program and any related
compilers, utilities, listings or other materials
necessary for HP to create a localized version of the
Program, which source code HP agrees to treat as
Confidential Information of Licensor under Section 10
herein for a period of ten (10) years from the date
of receipt.

3.6. TRADEMARKS. Neither party is granted any ownership in or
license to the trademarks, marks or trade names (collectively,
"Marks") of the other party. Notwithstanding the foregoing,
Licensor acknowledges that HP may use Licensor's name and the
name of the Program in the course of marketing and
distributing such Program as bundled with the HP Product.

3.7. OWNERSHIP. Subject to the rights and licenses granted to HP
hereunder, Licensor

retains all right, title and interest in the Programs and
Documentation, including all copyrights.

3.8. COPYRIGHT NOTICES. HP agrees that it will not remove any
copyright notices, proprietary markings, trademarks or
tradenames of Licensor from the Program or Documentation.
Licensor and HP agree that a second HP copyright notice in
HP's standard copyright notice form may be added to any
authorized HP modification.

3.9. SOFTWARE LICENSE TERMS. HP will be entitled to use its then
current standard form software license terms for marketing and
licensing the Programs under this Agreement.

4. PROGRAM MAINTENANCE AND SUPPORT

4.1. Maintenance and Support.

4.1.1. Licensor agrees to provide HP and its customers with
ongoing maintenance and support for the Program as
set forth in EXHIBIT C hereto. Licensor agrees to
maintain such number of qualified personnel as is
necessary to provide such timely and knowledgeable
maintenance and support service.

4.1.2. Notwithstanding any termination of this Agreement,
Licensor agrees to maintain and support the Program
distributed by HP for at least five (5) years after
such Program is last made available to HP for
distribution hereunder.

4.2. TECHNICAL ASSISTANCE AND TRAINING. Licensor agrees to provide
to HP such technical assistance and training to HP personnel
as may be reasonably requested in order for HP to use, copy
and distribute the Program as contemplated herein.

4.3. NEW HP PRODUCTS. The parties intend that during the term of
this Agreement, the Program will be compatible with future
releases and revisions of the HP Products, including new or
revised versions of the operating systems for the HP Products,
provided that such new HP Products support the Program. Upon
request by HP, Licensor agrees to use its best efforts to
provide HP, at no additional charge, with the Program adapted
for use with such new HP Products within ninety (90) days
after notification from HP, provided that HP makes available
to Licensor such hardware and software reasonably necessary
for Licensor to develop and qualify such adapted Program.

4.4. HP PROPOSED ENHANCEMENTS. HP may from time to time request
significant functionality enhancements to a Program. If
Licensor, in its sole and absolute discretion, agrees to
develop any such enhancements, the parties will enter into a

mutually agreeable written enhancement proposal setting forth
the terms and conditions of the development of such
enhancements, which may provide for additional payments by HP
to Licensor. The fee for any such enhancements will be at the
rates Licensor charges its most favored customers for similar
work. Prior to commencing work, Licensor will provide HP with
a written estimate of the total fee for the proposed
enhancement and the final fee will not exceed the estimate by
more than fifteen percent (15%) unless mutually agreed to by
HP and Licensor in writing.

4.5. ESCROW AGREEMENT. At HP's request, Licensor agrees to enter
into a source code escrow agreement, substantially in the form
attached hereto as EXHIBIT E, with HP and an independent
escrow agent as may be mutually agreed upon. HP and Licensor
agree to share equally in the escrow fees payable to maintain
such escrow account.

5. PAYMENT

5.1. PAYMENT. HP agrees to pay Licensor according to EXHIBIT B.

5.2. AUDIT. Upon fifteen (15) days prior written notice to HP,
Licensor may, at its own expense, appoint a nationally
recognized independent auditor, to whom HP has no reasonable
objection, to audit and examine such records at HP's offices
during normal business hours, solely for the purpose of
confirming the accuracy of royalty payments hereunder. Such
audit may be made no more often than once every twelve (12)
calendar month period. In the event that an audit reveals an
overpayment by HP, Licensor agrees to promptly refund or
credit HP for such overpaid amount. In the event that such
audit reveals an underpayment by HP, HP agrees to promptly pay
Licensor the amount of such underpayment. This right of audit
will be subject to Licensor's auditor executing HP's standard
Confidential Disclosure Agreement.

5.3. FEE WARRANTY. Licensor warrants that the amounts payable
hereunder by HP are no greater than those for any other
licensee for similar quantities of those software programs on
similar non-HP hardware that correspond to the Program under
this Agreement, and Licensor agrees to retroactively pass on
to HP the lowest rate or price it has given to any other
licensee, commencing effectively on the date it so grants the
lower rate or price to any other licensee.

5.4. TAXES. Licensor will be solely responsible for taxes on
amounts paid to Licensor by HP under this Agreement, including
all state and local use, sales, withholding, property (ad
valorem) and similar taxes.

6. WARRANTY AND INTELLECTUAL PROPERTY PROTECTION

6.1. GENERAL WARRANTY. Licensor warrants that it has full power and
authority to grant HP the rights granted herein and that each
Program and accompanying Documentation are free of any and all
restrictions, settlements, judgments or adverse claims.

6.2. PROGRAM WARRANTY. Licensor warrants that the Program referred
to herein will operate in accordance with and substantially
conform to the Documentation, manuals, any specifications
provided or agreed to, and any relevant data sheet or
promotional literature distributed by Licensor.

6.3. YEAR 2000 COMPLIANCE WARRANTY. Licensor warrants that all
Programs will be "Year 2000 Compliant." Year 2000 Compliant
Programs will perform without error, loss of data, or loss of
functionality on account of any inability to process,
calculate, compare or sequence date data accurately. In
addition, Year 2000 Compliant Programs will not cause any HP
Products in which they may be used to fail in any of the ways
described above. This Year 2000 Compliance warranty will
remain in effect through December 31, 2000, notwithstanding
any other warranty period specified in this Agreement.

6.4. NO INFRINGEMENT. Licensor warrants that the Program,
accompanying Documentation, trademarks, copyrights and trade
names referred to in this Agreement do not violate or infringe
any patent, copyright, trademark, trade secret or other
proprietary right of any third party and that Licensor is not
aware of any facts upon which such a claim for infringement
could be based. Licensor will promptly notify HP if it becomes
aware of any claim or any facts upon which a claim could be
based.

6.5. Intellectual Property Protection.

6.5.1. Licensor will, at HP's option, defend and hold
harmless HP, its subsidiaries, and customers from any
claim, suit, or proceeding alleging that the Program,
or any combination of the Program with an HP Product,
or any documentation, or any part thereof, or any
product provided as part of Licensor's support
services furnished by Licensor under this Agreement
constitutes an infringement of any third party's
patent, copyright, trademark, trade name, other
proprietary right, or unauthorized trade secret use.
Licensor agrees to pay all damages and costs awarded
with respect to such claim or agreed to in any
settlement of that claim.

6.5.2. In case any Program or Documentation or any part
thereof in such suit is held to constitute an
infringement and its use is enjoined, Licensor will,
at its own expense and at its option (i) procure for
HP and its customers the right to continue use, or
(ii) if applicable, replace the same with a
noninfringing program and documentation of equivalent
function and

performance, or (iii) modify them so they become
noninfringing without detracting from function or
performance.

6.5.3. HP will give Licensor prompt notice of any such claim
or action, and will give Licensor the authority,
information, and reasonable assistance (at Licensor's
expense) necessary to defend. If Licensor does not
diligently pursue resolution of the claim nor provide
HP with reasonable assurances that it will diligently
pursue resolution, then HP may, without in any way
limiting its other rights and remedies, defend the
claim.

6.5.4. Notwithstanding the foregoing, Licensor will have no
responsibility for claims arising solely and directly
from (i) unauthorized modifications of the Program
made by HP if such claim would not have arisen but
for such modifications, or (ii) unauthorized
combination or use of the Program with products not
contemplated herein if such claim would not have
arisen but for such combination or use.

6.5.5. THIS SECTION 6.5 STATES THE ENTIRE LIABILITY OF
LICENSOR WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS BY THE PROGRAMS OR
DOCUMENTATION.

6.6. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
LICENSOR MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
REGARDING THE PROGRAM, ITS MERCHANTABILITY OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE.

7. TERM AND TERMINATION

7.1. TERM. Unless otherwise terminated earlier under this Section
7, this Agreement will commence as of the date first set forth
above, and will continue for 12 months thereafter. This
Agreement will renew automatically for additional one (1) year
periods unless written notice is given by one party to the
other as to its intention not to renew this Agreement at least
sixty (60) days prior to the end of the initial or any
subsequent term.

7.2. TERMINATION FOR BREACH. Either party may terminate this
Agreement by written notice to the other party if the other
party breaches any material provision of this Agreement and
such breach is not cured within thirty (30) days after written
notice thereof is received by the breaching party.

7.3. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, all licenses granted to end users for use of the
Program will survive.

7.4. SURVIVAL. Notwithstanding any termination of this Agreement,
the provisions of this Agreement regarding support, warranty,
indemnification, limitation of liability. confidentiality,
effect of termination and the miscellaneous provisions will
survive.

8. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY PROVIDED
OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY
SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER (INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OF THIS
AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS
AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT,
WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, LICENSOR WILL
BE RESPONSIBLE FOR ANY DAMAGES OF ANY KIND INCLUDED IN AN AWARD OR
SETTLEMENT OF A THIRD PARTY CLAIM UNDER SECTION 6.5 ABOVE.

9. CONFIDENTIAL INFORMATION

9.1. THE PROGRAM. The Program in object code form and related
Documentation provided to HP hereunder are deemed
non-confidential, and HP is not under any obligation to
Licensor to restrict access to or use of such Programs in
object code form or related Documentation, provided HP
complies with the terms of this Agreement.

9.2. CONFIDENTIAL INFORMATION. During the term of this Agreement,
either party may receive or have access to technical
information, including without limitation source code, as well
as information about product plans and strategies, promotions,
customers and related non-technical business information which
the disclosing party considers to be confidential and which is
marked as confidential at the time of disclosure or which, if
disclosed orally, is identified as confidential at the time of
disclosure and is followed within thirty (30) days of
disclosure with a written memorandum so stating to the
receiving party's Designated Recipient for Notice
("Confidential Information"). Confidential Information will be
used by only those employees of the receiving party who have a
need to know such information for purposes related to this
Agreement.

9.3. PROTECTION OF CONFIDENTIAL INFORMATION. The receiving party
will protect any such Confidential Information of the
disclosing party from unauthorized disclosure to third parties
with the same degree of care as the receiving party uses for
its own similar information for a period of three (3) years
from the date of disclosure, unless otherwise provided in this
Agreement. The foregoing restriction will not

apply to any information which is (i) already known by the
receiving party prior to disclosure, (ii) independently
developed by the receiving party prior to or independent of
the disclosure, (iii) publicly available, (iv) rightfully
received from a third party without a duty of confidentiality,
(v) disclosed under operation of law, or (vi) disclosed by the
receiving party with the disclosing party's prior written
approval.

10. MISCELLANEOUS CLAUSES

10.1. NOTICES. All notices to be given under this Agreement must be
in writing addressed to the receiving party's designated
recipient specified in EXHIBIT D. Notices are validly given
upon the earlier of confirmed receipt by the receiving party
or three days after dispatch by courier or certified mail,
postage prepaid, properly addressed to the receiving party.
Notices may also be delivered by telefax and will be validly
given upon oral or written confirmation of receipt. Either
party may change its address for purposes of notice by giving
notice to the other party in accordance with these provisions.

10.2. EXHIBITS. Each Exhibit attached to this Agreement is deemed a
part of this Agreement and incorporated herein wherever
reference to it is made.

10.3. INDEPENDENT CONTRACTORS. The relationship of the parties
established under this Agreement is that of independent
contractors and neither party is a partner, employee, agent or
joint venturer of or with the other.

10.4. ASSIGNMENT. Neither this Agreement nor any part hereof may be
assigned by either party without the other party's prior
written consent, and any attempted assignment is void. Any
merger, reorganization, transfer of substantially all assets
of a party, or other change in control or ownership will be
considered an assignment for the purposes of this Agreement.]

10.5. NO WAIVER. The waiver of any term, condition, or provision of
this Agreement must be in writing and signed by an authorized
representative of the waiving party. Any such waiver will not
be construed as a waiver of any other term, condition, or
provision except as provided in writing, nor as a waiver of
any subsequent breach of the same term, condition, or
provision.

10.6. EXPORT CONTROL. The parties agree to comply with all
applicable United States laws and regulations which may govern
the export of Program abroad, including the Export
Administration Act of 1979, as amended, any successor
legislation, and the Export Administration Regulations issued
by the Department of Commerce.

10.7. DEFINITION OF DAYS. All references in this Agreement to "days"
will, unless otherwise specified herein, mean calendar days.

10.8. HEADINGS. The Section headings used in this Agreement are for
convenience of reference only. They will not limit or extend
the meaning of any provision of this Agreement, and will not
be relevant in interpreting any provision of this Agreement.

10.9. NO PUBLICATION. Neither party may publicize or disclose to any
third party, without the written consent of the other party,
the terms of this Agreement. Without limiting the generality
of the foregoing sentence, no press releases may be made
without the mutual written consent of each party.

10.10. SEVERABILITY. If any provision in this Agreement is held
invalid or unenforceable by a body of competent jurisdiction,
such provision will be construed, limited or, if necessary,
severed to the extent necessary to eliminate such invalidity
or unenforceability. The parties agree to negotiate in good
faith a valid, enforceable substitute provision that most
nearly effects the parties' original intent in entering into
this Agreement or to provide an equitable adjustment in the
event no such provision can be added. The other provisions of
this Agreement will remain in full force and effect.

10.11. NON-RESTRICTIVE RELATIONSHIP. Nothing in this Agreement will
be construed to preclude HP from independently developing,
acquiring or marketing computer software packages which may
perform the same or similar functions as those software
packages provided by Licensor.

10.12. ENTIRE AGREEMENT. This Agreement comprises the entire
understanding between the parties with respect to its subject
matters and supersedes any previous communications,
representations, or agreements, whether oral or written. For
purposes of construction, this Agreement will be deemed to
have been drafted by both parties. No modification of this
Agreement will be binding on either party unless in writing
and signed by an authorized representative of each party.

10.13. GOVERNING LAW. This Agreement will be governed in all respects
by the laws of California without reference to any choice of
laws provisions.

10.14. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which will be deemed an original.

Agreed:

HEWLETT-PACKARD COMPANY LICENSOR

By: By:
------------------------------------- ----------------------------------

Print Name: Print Name: Xxxxxx X. Xxxxxxx, Ph.D.
----------------------------- ------------------------

Title: Title: VP OPERATIONS & CTO
---------------------------------- -----------------------------

EXHIBITS:

Exhibit A - Description of Program and Documentation
- Form and Media of Program and Documentation

Exhibit B - Pricing

Exhibit C - Maintenance and Support

Exhibit D - Relationship and Account Managers
- Designated Recipient for Notice

Exhibit E - Escrow Agreement

EXHIBIT A

LICENSED PROGRAM

DESCRIPTION OF PROGRAM AND DOCUMENTATION

Product description and Documentation

o TurboWorx Enterprise is the end-to-end solution to create,
manage, and accelerate high performance computing applications
and workflows in large, heterogeneous networks, grids, and
clusters.
Documentation:
TURBOWORX ENTERPRISE SYSTEM ADMINISTRATOR'S GUIDE
TURBOWORX ENTERPRISE API GUIDE

o TurboWorx Builder is the component and workflow development
environment for TURBOWORX ENTERPRISE.
Documentation:
On-line help system
TURBOWORX BUILDER USER'S GUIDE
TURBOWORX BUILDER QUICKSTART

o TurboWorx ClusterManager is a distributed resource manager to
accelerate applications, automate the scheduling and
processing of data and applications across the cluster, and
monitor and report events to improve cluster management.
Documentation:
TURBOWORX CLUSTERMANAGER USER'S GUIDE

FORM AND MEDIA FOR PROGRAM AND DOCUMENTATION

PROGRAM FORM/MEDIA: CD

DOCUMENTATION FORM/MEDIA: CD & Hard Copy

EXHIBIT B

PRICING

EXHIBIT C-1

MAINTENANCE AND SUPPORT

Licensor will provide at a minimum the following maintenance and support with
respect to the Programs:

A. Take appropriate corrective action on any defect report it receives in
accordance with the schedule below and provide HP with the necessary
data or software to allow HP to distribute the solution to end users.
Error classification is determined by HP.

B. Maintain a telephone number and technician to receive calls during
normal business hours concerning problems and questions, including
receiving calls from HP customers forwarded by HP.

C. Provide prompt notification and assistance in the event Licensor
determines a problem exists.

D. Provide normal evolutionary enhancements and updates, including
instructions for implementation.

E. Provide a designated, knowledgeable support contact for providing
technical support, who may be changed by written notice.

In order to provide adequate maintenance and support to HP and HP's customers,
Licensor agrees to maintain at its site the appropriate HP Product to reproduce
and resolve Program problems occurring on such HP Product. Licensor agrees to
provide the above maintenance and support to the relevant HP personnel as may be
designated from time to time.

In the event that HP desires to make available maintenance and support of the
Programs directly to its customers, Licensor agrees to negotiate in good faith
with HP to achieve the foregoing, whether by providing source code rights to HP,
back-up support, or other arrangements as may be agreed upon.

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

Error Initial Response Resolution Response
Error Level Classification Time Time
============================================================================

1 Critical 4 hours 24 hours
----------------------------------------------------------------------------

2 Severe 12 hours 48 hours
----------------------------------------------------------------------------

3 Medium 24 hours 7 days
----------------------------------------------------------------------------

4 Low 24 hours Next Release
============================================================================

"Initial Response Time" is the time for a return call from ISV to HP to
acknowledge the defect and to estimate the time for delivery of the resolution.

"Resolution Response Time" is the documented fix that restores full
functionality to the customer.

Critical: The customer experiences real or perceived data loss or corruption or
an essential part of the system is unusable for the customer. Unusable means
that customers can't or won't use an essential part of the system because of its
design or a defect. Essential parts of the system are those that customers need
to use the system effectively.

Severe: The customers effectiveness is severely compromised for an essential
part of the system although all essential parts of the system can be used. This
can be measured by comparison to customers expectations, previous products,
previous releases of the same product or quality objectives established for the
product or system. Effectiveness refers to the customer's productivity and
satisfaction with the work process provided by the system. Satisfaction with the
work process includes concerns such as unpleasant or frustrating processes that
affect the system's fitness for use.

Medium: The customers effectiveness is compromised, though not severely. All
essential parts of the system can be used. This classification is appropriate
for all parts of the system, essential or otherwise.

Low: The customer can circumvent the problem and use the system with only slight
inconvenience.

EXHIBIT C-2

MAINTENANCE AND SUPPORT

1. GENERAL TERMS

1.1. SCOPE. Licensor will provide maintenance and support services
to HP as specified in these Support Terms to allow the parties
to provide effective service to end user customers of the
Programs ("Customers"). Unless otherwise agreed, HP will serve
as the primary support contact with Customers and as liaison
between Customers and Licensor, when required, with respect to
the coordination of support. The obligations of each party are
specified below.

1.2. DEFINITIONS. The following capitalized terms will have these
meanings when used in these Support Terms:

1.2.1. "ACTION PLAN" means the initial plan to be created
and implemented by Licensor in response to an HP
Problem Resolution or Escalation request. At a
minimum, the Action Plan must contain the following:

a. Problem Statement;

b. List of all key HP, Licensor and Customer
contacts and their managers;

c. Actions to be taken;

d. Purpose and desired result for each action;

e. Expected completion time; and

f. Contingencies or alternatives if desired
results are not achieved.

1.2.2. "ESCALATION" is the process described in ARTICLE 4
below through which HP declares that a Customer
situation requires immediate action. Under this
process, the nature and severity of the problem is
raised in each party's organization and additional
resources are allocated as specified in these Support
Terms toward solving the problem.

1.2.3. "EXTENDED COVERAGE" means availability to perform
support services outside of Standard Coverage,
including maintaining a resource available through a
pager number for HP to use in the event such services
are required.

1.2.4. "FIX" means a change in a Program that removes a
problem in that product. A Fix must be designed and
tested so that it can be distributed to all
Customers. A Fix may be temporary or permanent. A
temporary Fix may be a patch or bug fix that
temporarily modifies a Program or any software in the
product

without rebuilding that product. A permanent Fix
provides a permanent solution to the problem, agreed
upon by both HP and the Licensor.

1.2.5. "PARTS" means replacement parts, components,
consumables or other products that are provided by
Licensor to repair Programs or as additions to
Programs.

1.2.6. "PROBLEM RESOLUTION" is the process described in
ARTICLE 3 below through which HP submits a Service
Request to notify Licensor when a problem (such as a
fault or defect) is suspected in a Program. Under
this process, HP confirms the problem diagnosis with
Licensor, and the parties cooperate to resolve the
problem to the Customer's satisfaction.

1.2.7. "SERVICE REQUEST" means a request for corrective
action on a problem suspected in a Program or a
problem that HP, after analysis, is not able to
correct satisfactorily through Technical Assistance.

1.2.8. "SUPPORT INFORMATION" means Program Service
Information and a Knowledge Data Base of known
problems related to Licensor's support of Programs as
further described in APPENDIX IV to these Support
Terms

1.2.9. "STANDARD COVERAGE" means availability to perform the
services described in these Support Terms Monday
through Friday, excluding Licensor's local national
holidays, from 8:00 a.m. to 5:30 p.m. in the
Licensor's time zone.

1.2.10. "STATUS UPDATE" means Licensor's summary of the
problem, describing the possible cause and the
incremental work to be performed to reach resolution,
including the Action Plan and the availability date
of a Fix.

1.2.11. "TECHNICAL ASSISTANCE" is the process described in
ARTICLE 2 below through which HP obtains assistance
from Licensor in the support of Customers. Technical
Assistance includes the exchange of information, such
as product configuration, product operation, or other
necessary answers or assistance to support questions.

1.2.12. "TRACKING SYSTEM" means an electronic database to be
maintained by the parties for updating and
communicating information pertaining to Service
Requests, Technical Assistance, Problem Resolution
and Escalation. The particular type of Tracking
System will be mutually determined, as more
particularly described in SECTION 1.7 below.

1.2.13. "WORKAROUND" means a temporary solution or temporary
Fix that restores operational capability for the
Program, without severely compromising the
performance of that product, until a permanent Fix is
available. A

Workaround can be a change in the configuration or a
change in Customer documentation.

1.3. GENERAL OBLIGATIONS. Each party agrees to the following
general terms:

1.3.1. For each Program, Licensor will develop a product
support plan incorporating HP's support planning
processes and support recommendations.

1.3.2. Unless expressly authorized under these Support
Terms, neither party will commit resources of the
other to Customers.

1.3.3. Both parties will provide such information to each
other as is needed to implement these Support Terms,
subject to the confidentiality and licensing
provisions of this Agreement. Unless otherwise
specified, all such information will be used by the
other party solely for its internal use to fulfill
its obligations under these Support Terms.

1.3.4. When either party makes changes to its support
policies and procedures that may affect its ability
to support Customers or the other party under these
terms, the party making the changes will inform the
other party's Strategic Support Contact listed in
SECTION 1.5 below of such changes in accordance with
the procedures described in these Support Terms.

1.3.5. Nothing in these Support Terms permits either party
to represent itself as certified or authorized by the
other party to maintain or repair the other party's
products. However, nothing in these Support Terms
prohibits either party from independently supporting
the other party's products; provided that each party
acknowledges that, except as expressly granted
hereunder or in the OEM Agreement, no licenses are
granted to the other to use that party's confidential
technical information or other intellectual property.

1.4. STRATEGIC AND TECHNICAL SUPPORT CONTACTS.

Licensor and HP have each designated in APPENDIX I a Strategic
Support Contact and a Technical Support Contact. The Strategic
Support Contacts will be the focal points for general
relationship and process issues and will be responsible for
managing the overall relationship of the parties. The
Technical Support Contacts will be the focal points for
Customer technical issues, including Technical Assistance,
Problem Resolution and Escalation. Technical and Strategic
Support Contacts may be changed at any time upon written
notice to the other party.

1.5. STATUS REVIEW MEETINGS. Licensor and HP Strategic Support
Contacts or their designees will meet on a regular basis for
the purpose of reviewing the effectiveness of their support
relationship, suggesting changes, implementing improvements
and

sharing technical information. Meetings will take place at
least [quarterly] in the first year of the Agreement, and at
least annually thereafter.

1.6. COMMUNICATIONS BETWEEN PARTIES. Any support-related
communications required or permitted to be given under these
Support Terms will be made by telephone or by electronic mail
("e-mail") to the appropriate contact, provided that any
e-mail messages must conform to the terms and conditions
specified in the HP EDI Exhibit attached hereto as APPENDIX
II.

1.7. PROBLEM TRACKING SYSTEM. The parties agree to implement and
maintain a problem tracking database (the "Tracking System")
for inputting, accessing and updating information on Service
Requests, Technical Assistance, Problem Resolution and
Escalation. The particular requirements for maintaining this
Tracking System for each type of support are described in the
Articles below. The Tracking System may be maintained by
Licensor at its site with HP permitted read-only access at no
cost. Alternatively, HP may designate a specific HP Tracking
System for use by HP and Licensor to maintain and track
required information. If an HP Tracking System is used,
Licensor will have electronic access to information at no
cost, subject to HP standard access and confidentiality
requirements specified in the EDI Exhibit.

1.8. RESPONSE TIMES. Licensor agrees to respond to HP requests for
Technical Assistance, Problem Resolution and Escalation as
soon as possible after receipt of the request, but in no event
later than the response times specified in APPENDIX III to
these Support Terms, in accordance with the problem
classification listings in that Appendix.

2. TECHNICAL ASSISTANCE

2.1. HP REQUEST FOR TECHNICAL ASSISTANCE.

2.1.1. When making a request for Technical Assistance, HP
will provide the following information to Licensor:
(a) description of the situation; (b) the HP assigned
call classification identification number; and (c)
the call back phone number if different from the
Technical Support Contact phone number listed above.

2.1.2. When HP requests Technical Assistance during Standard
Coverage hours, the Licensor's Technical Support
Contact must be available on the dedicated telephone
number established by the Licensor for HP.

2.1.3. Technical Assistance to HP during Extended Coverage
hours will be made, when possible, by prior
arrangement, except in the case of an Escalation.
During an Escalation, if an HP field engineer is
on-site or immediate

assistance is needed by HP or HP's Customer, Licensor
will return a call to HP within thirty (30) minutes
of receipt of such call.

2.1.4. Licensor will take all necessary steps to resolve the
Technical Assistance request and provide HP with the
resolution and all available information as soon as
it is available but no later than the response times
specified in APPENDIX III.

2.2. TECHNICAL ASSISTANCE RECORDS.

2.2.1. Licensor will keep a record of all Technical
Assistance requests in the Tracking System and update
their current status. As soon as possible after final
resolution, Licensor will input a detailed
description of the Technical Assistance request and
resolution in the Tracking System.

2.2.2. Technical Assistance records will include, at a
minimum, the following information:

a. HP call identification number and Licensor
call tracking number.

b. Time and date of initial call.

c. Names of call participants.

d. Times and dates of subsequent calls to
Customer or HP.

e. Model, version and serial number of Programs
involved.

f. Steps taken to diagnose and remedy the
problem.

g. Any Action Plan required for follow-up or
resolution.

h. Date and time of resolution.

2.3. CLOSING TECHNICAL ASSISTANCE REQUEST. After a Technical
Assistance request is resolved and the resolution information
is communicated to HP and documented in the Tracking System,
HP will contact Licensor to close the request.

3. PROBLEM RESOLUTION

3.1. REQUESTING PROBLEM RESOLUTION SERVICE.

3.1.1. HP will receive defect reports, inquiries and problem
calls about Programs from HP's Customers. If HP is
unable to resolve a problem after Technical
Assistance and after reasonable efforts, HP may
provide Licensor with a Service Request.

3.1.2. When making a Service Request, HP will provide the
following information in addition to the information
required when requesting Technical Assistance listed
in SECTION 2.2.2 above:

a. HP Service Request number.

b. Problem description.

c. Description of diagnostic work performed and
data collected by HP.

d. Action being requested (e.g. remedying or
assisting in isolating the fault)

e. Problem classification pursuant to the
definitions in APPENDIX III.

3.2. PROBLEM RESOLUTION PROCESS.

3.2.1. After Licensor receives a Service Request, it will
acknowledge receipt and then confirm HP's diagnosis
of the problem, including reproducing the problem at
Licensor's facility. Licensor will take appropriate
corrective action on the Service Request to resolve
the problem as soon as possible, but in no event
later than the response times specified in APPENDIX
III, according to the classification of the problem.

3.2.2. In the event that neither HP nor Licensor is able to
isolate and resolve a Critical or Serious situation,
HP may require that Licensor dial into the Customer's
system directly or send a qualified engineer to the
Customer site to assist HP in analyzing and
troubleshooting the problem. Licensor will provide
any necessary diagnostic tools to troubleshoot the
problem on site.

3.2.3. Licensor will provide an Action Plan within the
response times listed in APPENDIX III, based on HP's
classification of the problem. An Action Plan may
require Licensor to: (a) reprioritize its other
activities in order to meet the commitment to solve a
Customer problem; (b) increase resources to address
the problem; (c) remote dial into a Customer system
for direct observation; or (d) deploy engineers
on-site.

3.2.4. Licensor will notify HP upon resolution of the
problem or upon the availability of a Fix or
Workaround. If a permanent resolution cannot be
achieved within the response times specified in
APPENDIX III, Licensor will notify HP of any
modification to the original Action Plan and the
anticipated availability of a permanent problem
resolution. However, any permanent resolution outside
the response times specified in APPENDIX III must be
approved by HP.

3.2.5. Licensor will enter in the Tracking System all Status
Updates, Action Plans and other communications
requested by HP's Technical Support Contact. Licensor
will provide Status Updates to HP at least every two
(2) days or upon request until resolution of the
Service Request. Licensor may request additional
information from the HP Technical Support Contact in
order to meet the response times specified in
APPENDIX A.

3.3. PROBLEM RESOLUTION RECORDS.

3.3.1. Licensor will keep records of all Service Requests in
the Tracking System and update their current status.
Licensor will also be responsible for accessing,
reviewing, and updating defect information related to
the Programs.

3.3.2. Escalation records will include, at a minimum, the
items listed in SECTIONS 2.2.2 AND 3.1.2 above along
with the following information:

a. Summary of the problem as finally diagnosed.

b. Detailed description of the causes and
symptoms.

c. Actions taken to resolve the situation.

d. Time and date of Problem Resolution request
and final resolution.

e. Likelihood of problem recurring and
recommended action in the event of a
recurrence.

f. Licensor and HP Service Request numbers for
cross reference purposes.

g. Fix or Workaround implemented and how and
when available.

h. Tests performed on the Fix or Workaround.

i. If only temporary Fix or Workaround is
available, the Action Plan for permanent
Fix.

3.4. CLOSING PROBLEM RESOLUTION REQUEST.

3.4.1. Licensor will contact HP within one hour following
resolution to notify HP that the problem has been
resolved and that full resolution information is
documented in the Tracking System.

3.4.2. After problem resolution has been communicated to HP
and verified by agreement of HP and the Customer, HP
will notify Licensor that HP is closing the Problem
Resolution and Service Request.

4. ESCALATION

4.1. REQUESTING AN ESCALATION.

4.1.1. If HP determines that additional attention and extra
resources from the Licensor are needed to resolve a
Customer situation or to assist an HP engineer
on-site, HP may request an Escalation. Licensor will
cooperate with HP by following the Escalation
procedures set forth below.

4.1.2. When requesting Escalation, in addition to the
information required under Problem Resolution in
SECTION 3.1.2 above, HP will provide:

a. Caller's location.

b. Any currently installed Fixes or
Workarounds.

c. Reason for escalation.

d. Steps taken to resolve problem.

e. Any Service Requests issued with respect to
the problem.

4.2. RESPONSE TO ESCALATIONS. Licensor will continue to cooperate
with HP until the Escalation is resolved in a manner
satisfactory to the Customer, or until HP and Licensor
mutually agree that all reasonable means of resolution have
been exhausted. Licensor will respond to an Escalation from HP
twenty-four (24) hours per day, seven (7) days per week when
the situation is judged by HP as being critical, in accordance
with the response times specified in APPENDIX III.

4.3. ESCALATION PROCESS. During Standard Coverage hours, HP's
Technical Support Contact may contact Licensor's Technical
Support Contact to request Escalation. To initiate an
Escalation during Extended Coverage hours, HP will call the
Licensor's pager number. HP will follow-up by e-mail with any
additional information available at the time. Licensor will
have primary responsibility to resolve the Escalation. If
Service Requests are produced as a result of the Escalation,
the procedure defined above for Problem Resolution must be
followed.

4.4. ESCALATION RECORDS.

4.4.1. Licensor will keep a record of all Escalation
requests in the Tracking System and update their
current status.

4.4.2. Escalation records will include, at a minimum, the
items listed in SECTION 3.3.2 above along with the
following information:

a. Time and date of initial call for
Escalation.

b. Names of individuals participating in the
call.

c. Times and dates of subsequent calls to
Customer or HP.

d. Steps taken to diagnose and remedy the
problem.

e. Any Action Plan required for follow-up or
resolution.

f. Date and time of final resolution.

4.5. ESCALATION SUPERVISOR.

4.5.1. Once Escalation has been requested, each party will
designate an Escalation Supervisor, in addition to
the identified Technical Support Contact, who will
perform the duties listed below. Each party will
provide its Escalation Supervisor's telephone number
and e-mail address to the other party's Technical
Support Contact within 30 minutes of an Escalation
Request. Once

designated, these individuals will establish and
maintain direct contact with their counterparts as
needed or as requested by either Technical Support
Contact until the Escalation is downgraded.

4.5.2. Escalation Supervisors will have the following
responsibilities:

a. Supervise escalation communications between
HP and Licensor.

b. Assign additional factory or lab resources
for escalated problem support.

c. Provide Status Updates and establish other
follow-up procedures.

d. Review Action Plans.

e. Ensure prompt response to escalated problem.

4.5.3. If, at any time during Escalation, HP reasonably
believes the problem is not being handled to the
Customer's satisfaction or the Licensor is not
responding adequately to requests for assistance, the
respective Escalation Supervisor will be notified.
The Escalation Supervisors will then work together to
resolve the issue.

4.6. THE ROLE OF TECHNICAL SUPPORT CONTACT DURING ESCALATIONS. The
Licensor's Technical Support Contact will prepare an Action
Plan as quickly as possible but not to exceed four hours after
initial request for Escalation. This Action Plan may be
modified by mutual agreement of the parties or by HP in its
sole discretion, if a modification is deemed necessary by HP
to manage the Escalation.

4.7. ON-SITE TECHNICAL SUPPORT. To meet Escalation requirements
outlined in the Action Plan, HP may require Licensor to send a
knowledgeable technical engineer to the Customer site or to a
designated HP entity or division, if HP is able to duplicate a
problem remotely. If HP and Licensor determine that a problem
is not caused by the Programs or Fixes or Workarounds to such
products, Licensor may charge HP its then-current standard,
on-site rates, plus reasonable travel and lodging expenses,
for Licensor's on-site services. In no event will such charges
to HP exceed [$1500] per day.

4.8. MONITOR PHASE. A Monitor Phase may be implemented by HP to
evaluate the situation over a period of time to verify that
the problem has been resolved to the Customer's satisfaction.
The Monitor Phase starts after a resolution is provided to the
Customer. When the problem has been resolved to the Customer's
satisfaction, the Monitor Phase is terminated and the
Escalation is closed by HP. Both HP and Licensor will
coordinate monitoring activities. HP will determine the length
of the Monitor Phase.

4.9. CLOSING AN ESCALATION. When HP and the Customer agree that the
problem has been resolved satisfactorily or the situation no
longer requires Escalation, the Escalation

will be closed by HP at the end of the Monitor Phase. The
Tracking System will then be updated as necessary by Licensor
to record the results of the Monitor Phase, including any
actions taken, results of those actions, likelihood of problem
reoccurrence and recommended future actions.

5. LICENSOR SUPPORT INFORMATION

5.1. SUPPORT INFORMATION. Licensor will provide to HP, at no cost,
the Support Information listed in APPENDIX IV. HP may use,
copy and distribute this information as needed to assist HP
with its support of Customers.

5.2. DELIVERY OF INFORMATION. Licensor will provide to HP its most
current version of the Support Information on an on-going
basis as soon as the information is available. Licensor will
provide these documents in a hard copy and electronic format
that is mutually agreeable. Licensor will send these documents
to the identified HP Technical Support Contact and Strategic
Contact through the mail system, and, if possible, through
e-mail. HP may review these documents and request that
additional information be included in order to support the
Programs. Licensor will add the requested additional
information in these documents within two weeks after such
request is made by HP.

5.3. PRODUCT CHANGES. Licensor will notify HP of any enhancements,
modifications or other changes in any Program that may affect
HP's ability to support that Program. In addition, Licensor
will supply to HP at no charge a reasonable number of copies
of documentation or other materials associated with any such
change to a Program.

6. DIAGNOSTIC TOOLS, PARTS AND UPGRADES

6.1. DIAGNOSTIC TOOLS. Licensor will provide HP at no charge with
appropriate troubleshooting techniques, methodologies,
procedures, and diagnostic tools to assist HP in support of
the Programs and to enable HP engineers to isolate problems.
Licensor grants HP the right to use, copy, sublicense and
distribute these tools and procedures to assist HP with its
support of Customers.

6.2. REPAIRS AND UPGRADES. Licensor will make available to HP, at
no charge, all Parts and Fixes necessary for the repair or
upgrade of Programs. Licensor will ensure that all Parts and
Fixes shipped for Program repair or upgrade will be at the
current revision level. HP will not be responsible for
returning any defective or replaced Parts to Licensor.

7. TRAINING

7.1. TRAINING. Licensor will, at no charge, provide to HP a
sufficient number of technical training sessions regarding the
maintenance and support of the Programs to allow HP

personnel to support fully the Programs. Such training will be
provided at mutually agreeable times and locations. Training
will include theory of operation and documentation, use of
diagnostic tools and other trouble shooting techniques, and
other information pertinent to the support of the Programs. If
the Programs are enhanced, modified or otherwise changed so
that their supportability is affected, Licensor will offer
additional training regarding such changes.

7.2. HP'S RIGHTS IN TRAINING CLASSES AND MATERIALS. HP may, at no
charge, use, reproduce, modify, display and perform either
internally or for HP's Customers, all training classes,
methods, and materials supplied or developed by Licensor under
these Support Terms. HP's use may be in any manner HP
reasonably deems appropriate.

APPENDIX I

STRATEGIC AND TECHNICAL SUPPORT CONTACTS

The following persons are designated to serve as Strategic Support Contacts:

Licensor: HP:
-------- --
Name: Xxxxx Xxxxx Name:
Address: TurboWorx, Inc., Address:
0 Xxxxxxxxxx Xxxxx,
Xxxxxxx, XX 00000

Phone: 203 944 - 0588 Phone:
Fax: 203 944 - 0489 Fax:

The following persons are designated as Technical Support Contacts:

Licensor: HP:
-------- --
Name: Xxx Xxxxxxxx Name:
Address: TurboWorx, Inc., Address:
0 Xxxxxxxxxx Xxxxx,
Xxxxxxx, XX 00000

Phone: 203 944 - 0588 Phone:
Fax: 203 944 - 0489 Fax:

APPENDIX II

RESPONSE TIMES

HP Acknowledge Initial Action Fix, or Permanent Fix
Call/Problem Problem receipt; Plan/Status Workaround or long term Action
Classification Engineer assigned Update to HP for a permanent Fix
--------------------------------------------------------------------------------------------------------------

Escalation 30 minutes 4 hours 8 days 80% fixed within 15 days
20% working towards
completion

Critical 1 hour 7 hours 10 days 20 days

Serious 1 hour 3 days 10 days 45 days

Medium 8 hours 10 days 25 days 110 days

Low 8 hours 15 days 60 days 120 days

Note: Hours refer to clock hours and days refer to calendar days.

CLASSIFICATION OF PROBLEM SITUATION.

ESCALATION: Product situation requiring immediate action by HP and
Licensor. This situation is defined by HP and can only be
declared to Licensor by HP after HP standard support
escalation procedure.

CRITICAL: Emergency situation in which the Program is not usable,
produces incorrect results, loses information or data, or
fails catastrophically in response to internal errors, user
errors or incorrect input files.

SERIOUS: Detrimental or serious situation in which there is a severe
impact on use or performance of the Program. A Serious
situation may occur when, for example, a Program experiences
one or more inoperable commands or functions that degrades its
usability.

MEDIUM: Inconvenient situation in which the Program is usable but does
not provide a function in the most convenient or expeditious
manner, but use of the Program suffers little or no
significant impact.

LOW: Noticeable situation in which the use of the Program is
affected in some way that is correctable by a temporary
documentation change or Workaround to be permanently corrected
in the next scheduled release.

APPENDIX III

EDI TERMS

APPENDIX IV

SUPPORT INFORMATION

A. PROGRAM SERVICE INFORMATION.

1. Descriptions of Workarounds and Fixes produced for a
particular Program.

2. Descriptions of the features and functionality of each
Program, including external specifications if any.

3. Descriptions of new, modified, or enhanced Program features
and functionalities between the current and the previous
Program versions.

4. List of minimum software and hardware configuration
requirements prior to installing the Programs on applicable HP
platforms.

5. List of minimum Program configurations required to use the
Programs.

6. Information, if any, regarding interactions between Programs
and other customer equipment that may affect the Program
performance and usage.

7. Performance reports and performance tuning information. 8.
Program tutorials, technical notes and data sheets .

B. KNOWLEDGE DATABASE.

1. Description of outstanding Program problems listed by Program
version.

2. Descriptions of the technical procedures to identify the
status of problems with any Program.

3. Descriptions of the technical background required to support
the Programs.

4. List of information resources that the Licensor's Technical
Support Contact uses to support the Programs.

5. The average number of support calls per month the Licensor
receives from its own customers.

6. Approximate percentage break down of these support calls into
the following categories:

-Initial installation/configuration/reconfiguration and
administration

-Program usage, functionalities and performance tuning

-Program troubleshooting

-Program assistance

7. A list of the actual calls received from Licensor's own
customers in the past three months.

EXHIBIT D

ACCOUNT/RELATIONSHIP MANAGERS

HP LICENSOR

___________________________________ Xxxxx Xxxxx

TurboWorx, Inc.,
0 Xxxxxxxxxx Xxxxx,
Xxxxxxx, XX 00000
Phone: 203 944 - 0588
Fax: 203 944 - 0489

DESIGNATED RECIPIENT FOR NOTICE

HP LICENSOR

___________________________________ XXXXXX XXXXXXX

TurboWorx, Inc.,
0 Xxxxxxxxxx Xxxxx,
Xxxxxxx, XX 00000
Phone: 203 944 - 0588
Fax: 203 944 - 0489

EXHIBIT E

ESCROW AGREEMENT

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Table of Contents

AGREEMENT BY AND BETWEEN

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