AMENDMENT 5

Exhibit 10.38

AMENDMENT 5

This Amendment 6 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).

Whereas, NSI and VAR wish to modify certain provisions regarding NSI Products, the Agreement shall be modified as follows:

Schedule A should be replaced with the following language:

1. Description of Licensed Software

Licensed Software:

	§		Double-Take®: Real time transaction based backup software.
	§		GeoCluster: adds data redundancy to MSCS Clusters (Microsoft Cluster Services) by creating replicated disks to all available cluster nodes.
	§		Double-Take® Workgroup NAS Edition for Windows: Real time transaction based backup software for 1 processor NAS devices.

Network Specialists Inc.		Sunbelt Software Distribution Inc.
Date: 2/13/04		Date:

Signature: /s/ Xxxxx Xxxxxx Signature: /s/ Xx Xxxxxxxx

Print Name: Xxxxx Xxxxxx Print Name: Xx Xxxxxxxx

Title: COO Title: CEO

Fax Number: (000) 000 0000 Fax Number:

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