IBM - SELECTICA LICENSED WORKS AGREEMENT STATEMENT OF WORK

EXHIBIT 10.23

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IBM - SELECTICA
LICENSED WORKS AGREEMENT
STATEMENT OF WORK

This Statement of Work #4902S90047("SOW") effective December 11, 2002 adopts and
incorporates by reference the terms and conditions of Licensed Works Agreement
#4902S90046 ("Agreement") between International Business Machines Corporation
("Buyer" or "IBM") and Selectica, Inc. ("Supplier" or "Selectica"). Transactions
performed under this SOW will be conducted in accordance with and be subject to
the terms and conditions of this SOW, the attached Schedules which are
incorporated herein by reference and the Agreement. Capitalized terms have the
meanings set forth in Schedule A or as otherwise defined in the Agreement or the
other Schedules.

TABLE OF CONTENTS

STATEMENT OF WORK

SCHEDULES:

A. Definitions

B. Description of Licensed Works

C. Maintenance and Support

D. Documentation

E. Response and Information Exchange

F. Consulting Services

G. Acceptance of Deliverables

H. Joint Advisory and Dispute Resolution

I. Quality

J. Communications

K. Performance Objectives

L. Publicity

M. Certificate of Originality

ATTACHMENTS:

Escrow Agreement, On Premise Guidelines

1.0 SCOPE OF WORK

Buyer licenses from Supplier a computer software package which is designed to
enable Buyer to develop and implement worldwide web based and disconnected
configuration capability for Buyer product and service offerings for use by
Buyer's Customers, Internal Sales Force and IBM Business Partners (i.e. those
companies authorized by IBM in, writing who market IBM products) described in
this SOW and the attached Schedules.

Supplier will also provide to Buyer maintenance, documentation, education and
training materials and consulting services as described in this SOW and attached
Schedules.

2.0 LICENSED WORKS

Licensed Works and Updates to Licensed Works consist of all Supplier and Third
Party software products that are included as part of the Supplier's software
package required to develop, support and maintain both a web based and
disconnected configurator solution for Buyer's product and service offerings
that can be seamlessly integrated with Buyer's enterprise systems and data
stores, as described in Schedule B and Documentation.

3.0 RIGHTS IN LICENSED WORKS

3.1 LICENSED WORKS: Subject to the terms and conditions of this Agreement and
the payment of all fees, Supplier grants Buyer and Buyer Personnel a
nonexclusive, non-transferable, worldwide, unlimited (except as set forth in
Section 3.4) number of perpetual, irrevocable, license to prepare and have
prepared derivative works of Licensed Works to use, have used, execute,
reproduce pursuant to Section 3.3, transmit, display and perform, the Licensed
Works in Object Code form only, and Documentation, in any medium or distribution
technology for Buyer's internal use, and to transfer and distribute to Buyer's
customers, channel partners, resellers and other agents, the Object Code,
Training Materials and Documentation solely for use in connection with the
purchase, configuration and/or design of Buyer's products or third-party
products added by the Buyer. Buyer's right to prepare and have prepared
derivative works of the Externals and the Licensed Works provided herein is
through the use of Selectica Development Tools and/or through the addition of
separate code, but not through modifications to Selectica source code, and is
limited to the creation of customized configurators for Buyer based on the
Selectica Licensed Works and Externals. Buyer will own the Buyer portion of the
derivative works whether created by Buyer or by Selectica as a Developed Work
under a Work Authorization. Selectica owns the underlying Licensed Works but
will have no right to the Buyer portion of the derivative works.

3.2 EXTERNALS: Subject to the terms and conditions of this Agreement and the
payment of all fees, Supplier grants Buyer and Buyer Personnel a nonexclusive,
non-transferable, worldwide, unlimited (except as set forth in Section 3.4)
number of perpetual, irrevocable license to prepare and have prepared derivative
works of Externals and to use, have used, execute, reproduce pursuant to Section
3.3, transmit, display and perform, the Externals in any medium or distribution
technology for Buyer's internal use and to distribute to Buyer's customers,
channel partners, resellers and other agents, the Externals solely for use in
connection with the purchase, configuration and/or design of Buyer's products or
third-party products added by the Buyer. Buyer's right to prepare and have
prepared derivative works of the Externals and the Licensed Works provided
herein is through the use of Selectica Development Tools and/or through the
addition of separate code, but not through modifications to Selectica source
code, and is limited to the creation of customized configurators for Buyer based
on the Selectica Licensed Works and Externals. Buyer will own the Buyer portion
of the derivative works whether created by Buyer or by Selectica as a Developed
Work under a Work Authorization. Selectica owns the underlying Licensed Works
but will have no right to the Buyer portion of the derivative works.

3.3 LICENSED RESTRICTIONS: Buyer shall use the Licensed Works and Documentation
only for the purposes specified in Sections 3.1 and 3.2. In addition, without
limitation, Buyer shall not:

i. modify, change, enhance or prepare derivative works of the Licensed Works
or Documentation except as expressly permitted in Sections 3.1 and 3.2;

ii. reverse engineer, disassemble or decompose any Licensed Works, except to
the extent that such acts may not be prohibited under applicable law;

iii. sublicense, sell, lend, rent, lease, or otherwise transfer all or any
portion of any Licensed Works or the Documentation to any third party except as
may be permitted in the Section of the Agreement entitled "Assignment" or
Section 3.1 or 3.2 of this SOW;

iv. use any Licensed Work or the Documentation to provide services to third
parties, or otherwise use the same on a "service bureau" basis provided;
however, Buyer shall have the right to allow customers and other authorized
parties to access the Licensed Works as part of its normal course of business;

v. use any Licensed Work, or allow the transfer, transmission, export, or
re-export of the Licensed Work or any portion thereof in violation of any export
control laws or regulations administered by the U.S. Commerce Department, OFAC,
or any other government agency.

In addition, the Section of the Agreement titled "Outsourcing License" shall not
apply to any Deliverables.

3.4 COPY: The use of the licenses set forth above is subject to all of the
following:

i. Buyer may copy an unlimited number of the Licensed Works as reasonably
necessary

ii. Buyer may copy the Licensed Works and Ancillary Programs that operate on
the personal computers of each User if applicable

iii. Buyer may make a reasonable number of additional copies of the Licensed
Works and Ancillary Programs solely for archival, emergency back-up or disaster
recovery purposes (may be installed on backup hardware in preparation for
emergency or disaster recovery); and

iv. Buyer may copy the Documentation as reasonably necessary solely for the use
of the Buyer, Buyer's customers, channel partners, resellers and other agents
and provided that the copyright notices and other proprietary rights legends of
SELECTICA are included on each copy of the Documentation.

v. Notwithstanding the foregoing, Buyer may only make the following number of
copies for the following Licensed Works:

1) Ace Analyst: 5 copies

2) Ace Connector: 5 copies

3) Ace Manager: 600 copies

4) Ace Web Builder: 500 copies

5) Ace Model Builder: 500 copies

Notwithstanding the foregoing, when Supplier provides Buyer with an Update to
above products that do not contain any Ancillary Programs, the limitation
contained in subparagraph v(5) above shall no longer apply. If Supplier has
negotiated an unlimited use license with Ancillary Program vendor, Supplier will
allow an option for Buyer to convert to an unlimited use license for the
respective Licensed Work. If there are multiple Ancillary Programs contained
within a Licensed Work, then all must have unlimited use licenses available for
Buyer to have the option to convert.

3.5 LICENSED WORKS LIMITED WARRANTY: Supplier warrants that the Licensed Works
will be free from material defects for the Warranty Period, a period of one (1)
year from the date of delivery of the Licensed Works to Buyer. Supplier warrants
that, prior to delivery, the Licensed Works will have gone

through systems integration and performance testing consistent with both
Supplier and general industry software development practices. In addition,
Supplier warrants that for the Warranty Period, the Licensed Works shall operate
in conformance with Documentation. If any material defect or nonconformance is
found, Supplier will, at no additional charge to Buyer, either

i. replace the Licensed Works or

ii. use commercially reasonable efforts to correct any material defect or
nonconformity discovered within the Warranty Period, or

iii. Refund to Buyer the Prices;

iv. Not withstanding above, Buyer may choose to request a full refund for all
amounts paid during the Warranty Period if Buyer makes determination that
Supplier cannot bring Documentation and Licensed Works into conformance within a
reasonable amount of time.

The Warranties contained in this Section 3.5 shall only apply to Licensed Works
and Documentation used in a manner consistent with the Documentation.

Notwithstanding the Section of the Agreement entitled Warranties, items 6-13 in
such Section shall be covenants on the part of Supplier.

3.6 PROPRIETARY RIGHTS. The Documentation contains valuable patent, copyright,
trade secret, trademark and other proprietary rights of Supplier. Except for the
license granted under Sections 3 and elsewhere in this Agreement Supplier
reserves all rights to the Licensed Works and Documentation. Except where
provided in this Agreement, no title to or ownership of any Licensed Work or
proprietary rights related to any Licensed Work or Documentation is transferred
to Buyer under this Agreement.

3.7 PROTECTION AGAINST UNAUTHORIZED USE. Buyer shall promptly notify Supplier
of any unauthorized use of any Licensed Work or Documentation which comes to
Buyer's attention. In the event of any unauthorized use by any of Buyer's
employees, agents or representatives, Buyer shall use its best efforts to
terminate such unauthorized use and to retrieve any copy of the Licensed Use or
Documentation in the possession or control of the person or entity engaging in
such unauthorized use. Supplier may, at its option and expense, participate in
any such proceeding and, in such an event, Buyer shall provide such authority,
information and assistance related to such proceeding as Supplier may reasonably
request.

3.8 LIMITATION OF LIABILITY. IN ADDITION TO THE PROVISIONS OF SECTION 11 OF THE
AGREEMENT, AND SUBJECT TO SUPPLIER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT,
IN NO EVENT WILL SUPPLIER BE LIABLE FOR LOST REVENUES, LOST PROFITS, INCIDENTAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. IN NO EVENT WILL EITHER PARTY'S
LIABILITY FOR ALL ACTUAL DIRECT DAMAGES UNDER THIS AGREEMENT, WHETHER BY BREACH,
TORTIOUS CONDUCT INCLUDING NEGLIGENCE, OR OTHERWISE, EXCEED THE FULL CONTRACT
VALUE, OR $15 MILLION, WHICHEVER IS GREATER.

4.0 SUPPLIER'S RESPONSIBILITIES

4.1 Subject to Section 14.1 of the Agreement, Supplier will use commercially
reasonable efforts to maintain records to verify authorship of Licensed Works
and Developed Works for four (4) years after the termination or expiration of
this Agreement. On request, Supplier will use commercially reasonable efforts to
deliver or otherwise make available this information in a form specified by
Buyer.

5.0 PRICING AND PAYMENT TERMS

Buyer will pay certain amounts to Supplier as set forth below:

5.1 Buyer will pay Supplier $12,000,000 in total for the Licensed Works
invoicing to occur as follows: $10,000,000 - December 24, 2002 and $2,000,000
November 1, 2003.

5.2 Buyer will pay Supplier quarterly $500,000, ($2,000,000 annually) for 24X7
Maintenance and Support for Licensed Works subject to achievement of Performance
Objectives described in Schedule K. The maximum quarterly penalty is equal to
1/4 of the quarterly 24x7 Maintenance and Support price. First payment will
invoice on February 10, 2003. Remaining payments will invoice 45 days prior to
end of each quarter ( May 10, August 10, November 10).

These rates will apply for five years from the Effective Date.

5.3 After five years, Supplier may change Maintenance Fees due under this SOW,
with written notice 90 days prior to the renewal date. Such increase shall not
exceed the lesser of a 5% increase or the Consumer Price Index (CPI) during the
most recent one-year period.5.4 Buyer's obligation to pay for and Supplier's
obligation to provide Maintenance Services shall terminate immediately upon
Agreement termination. Buyer agrees to purchase Maintenance Services for a five
-year period beginning on the Effective Date and has the option to renew
annually at the Rates set above after five years.

Notwithstanding the above, Buyer may cancel maintenance fees with 60 days notice
and Supplier will provide a prorated refund on any unused maintenance.

5.5 Buyer is entitled to a 40% discount from list price for all education and
training taken via Supplier standard classes at Supplier's location.

5.6 Supplier grants Buyer the right to license Ace Pricer software package
within 5 years at $10,000,000.

5.7 Supplier grants Buyer the right to license new software packages offered by
the Supplier within 5 years at 60% off the then current Suppliers list price.

5.8 Supplier will provide 500 hours of technical training to Buyer at no
charge.

5.9 Supplier grants to Buyer rights to unspecified future products that expires
December 31, 2003 not including those products excluded in Schedule B Section
2.0..

6.0 ESCROW

For each Licensed Work, Supplier agrees to place in escrow and refresh on a
quarterly basis in accordance with the terms and conditions of a separate Source
Code Custodial Agreement ("SCCA"), the following materials:

i. two (2) copies of the Licensed Work in machine-readable format, including
both Source Code and Object Code;

ii. one (1) complete set of the Documentation related to the Licensed Work in
both hard copy and machine-readable form;

iii. one (1) copy of a comprehensive list of all items in the development
environment indicating those items which are commercially available on
reasonable terms through readily known sources;

iv. one (1) set of the development environment items, except those items
identified pursuant to 3 above as being commercially available on reasonable
terms through readily known sources;

v. one (1) copy of a comprehensive list of all Source Code modules of the
Licensed Work.

vi. documentation / instructions for compilation of the executables from the
source along with corresponding build logs that show an actual compilation from
source.

Supplier will negotiate in good faith to arrange similar escrow arrangements
with the Ancillary Program providers. Within 90 days, Supplier will notify Buyer
on status. If Supplier cannot secure similar arrangements, then the JAC will
review and mutually agree on the arrangements that Supplier negotiates.

6.1 RELEASE EVENTS AND RIGHTS IN RELEASED ESCROWED MATERIALS: Supplier will
notify Buyer within three (3) days of the occurrence of a Triggering Event as
defined in the relevant SCCA. Buyer is granted a nonexclusive, worldwide,
perpetual, irrevocable license to prepare and have prepared derivative works of
Escrowed Materials, and to use, have used, execute, reproduce, transmit,
display, perform, transfer, distribute and sublicense Escrowed Materials and
such derivative works, in any medium or distribution technology.

6.2 CONFIDENTIAL TREATMENT: Buyer and Supplier will treat the release of the
Escrowed Materials as a disclosure of Confidential Information under the
parties' existing Confidential Disclosure Agreement related to the Licensed
Work, or if none, under Buyer's then standard Confidential Disclosure Agreement.

7.0 ENHANCEMENTS

Buyer may make suggestions to Supplier regarding modifications or enhancements
to the Licensed Works. Supplier agrees to consider in good faith with high
priority such suggestions for inclusion in future release of the Licensed Works.
Buyer and Supplier will mutually agree on a process to handle such requests.

Enhancements to Licensed Works developed by the Supplier at the request of Buyer
and at Buyer's expense, may not be incorporated as a feature of the Supplier's
Licensed Works without Buyer's written permission.

8.0 PREFERRED PLATFORM

Supplier agrees to lead with and recommend IBM product offerings including but
not limited to DB2 and Websphere in customer engagements. 9.0 MISCELLANEOUS

9.1 TERMINATION: In addition to the termination provisions contained in Section
14 of the Agreement . Buyer may terminate the Agreement for convenience at any
time before February 15, 2003. If Buyer terminates the Agreement for convenience
Buyers shall promptly cease the use of the Deliverables and Documentation and
destroy (and in writing certify such destruction) or return to Supplier all
copies of the Licensed Works and Documentation then in Buyer's possession or
control. Buyer will be entitled to full refund of any fees paid. Buyer may waive
this right to terminate prior to February 15, 2003 in writing to the Supplier.

9.2 SURVIVAL. . In addition to the section 15.13 entitled "Survival" , those
sections of this SOW which by their nature survive shall continue to survive
termination of the Agreement.

9.3 CONFIDENTIALITY. In addition to the terms of Section 15.6 of the Agreement,
if either party requires the exchange of confidential information such
information shall be subject to the terms of Confidential Disclosure Agreement
#4900S10317 dated May 8, 2000.

ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:

International Business Machines Corporation Selectica Inc.

By: By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 12/11/02 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 12/11/02
-------------------------------------------- ---------------------------------
Buyer Signature Date Supplier Signature Date

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------- ---------------------------------
Printed Name Printed Name

Senior Contract Advisor CEO
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Title & Organization Title & Organization

Global Customer Solutions and General
Procuremen
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Buyer Address: Supplier Address:
Poughkeepsie, NY

SCHEDULE A: DEFINITIONS

"ANCILLARY PROGRAM(S)" shall mean the third party software delivered with the
Licensed Works as specified in the Documentation.

"DEVELOPED WORKS" means those Deliverables including their Externals, developed
in the performance of this Agreement that Buyer will own, and does not include
Licensed Works, Preexisting Materials or Tools. All Developed Works belong
exclusively to Buyer and are works made for hire. If any Developed Works are not
considered works made for hire owned by Buyer by operation of law, Supplier
assigns the ownership of copyrights in such works to Buyer.

"DOCUMENTATION" shall mean Supplier's then current on-line help, guides, and
manuals published by Supplier on any media and made generally available by
Supplier for the Licensed Works. Documentation shall include the specifications
for the Licensed Works including the Data Model and Data Dictionary.

"SUPPORTED PLATFORM" shall mean the hardware and software platforms (e.g.,
database server systems, application server systems, and client systems) that
are then currently supported by Supplier as expressly set forth in the
Documentation.

"TRAINING MATERIALS" shall mean any training materials on any media provided by
Supplier for support of the Licensed Works and delivered by Supplier or
conducted by Buyer as set forth in this Agreement.

"USER(S)" shall mean the Buyer Personnel or third parties authorized by Buyer to
use Licensed Works

"UPDATES" shall mean

a. Basic Enhancements including those enhancements and subsequent releases of
the Licensed Works that

i. add new features, functionality, and/or improved performance,

ii. operate on new or other databases, operating systems, or client or server
platforms, or

iii. add new foreign language capabilities;

b. bug or Error Corrections, patches, workarounds, and maintenance releases;

c. new point releases, including those denoted by a change to the right of the
decimal points (e.g., v3.0 to 3.1 or 3.0.0 to 3.0.1);

d. new major releases, regardless of the release name or number, but including
those denoted by

i. a change to the left of the first decimal point (e.g., v5.0 to 6.0) and/or

ii. the addition of a date designation or a change in an existing date
designation (e.g., v1999 to 2000).

iii. If Supplier discontinues or renames a Licensed Work so that the Licensed
Work is no longer generally available, and Supplier either: makes another
program generally available under a different name as a replacement and/or
successor for the discontinued program which has substantially similar
functionality as the discontinued Licensed Work, or

iv. splits the Licensed Work into two or more separately named and/or priced
programs, Buyer shall be entitled to receive the replacement and/or successor
program as an Update to the discontinued Licensed Work, without payment of
additional Licensed Works fees, provided that Buyer is current on its
Maintenance Services fee obligations for such Licensed Works to the extent that
such replacement and/or successor program does not include any substantially
different or substantially expanded features, functionality or performance,
which shall be determined by Buyer in its reasonable discretion.

In the event that Supplier raises an issue with Buyer's determination, the issue
will be escalated to the Joint Advisory Committee.

"WORK AUTHORIZATION" OR "WA" (Supplier services) and "WORK ORDERS" OR "WO"
(Supplier products) means Buyer's authorization in either electronic or tangible
form for Supplier to conduct transactions under this Statement of Work.

"WORK PRODUCT(S)" shall mean the tangible output of a task (e.g., a document,
code, models), whether or not incorporated into a Deliverable. A Work Product
may be a working document or an interim document which will become a portion of
a final deliverable. A Work Product will only be considered a Supplier
Deliverable if it is clearly designated as such and is described in the
deliverables section of the Work Authorization. All Work Products and
Deliverables provided under a Work Authorization are Developed Works unless
specified otherwise in the WA.

SCHEDULE B: DESCRIPTION OF LICENSED WORKS

1.0 LICENSED WORKS

At minimum, the Licensed Works will include the following Selectica software
products:

- Ace Enterprise

- Ace Manager

- Ace Quoter

- Ace Enterprise Simultaneous Users

- Ace Mobile Named Users

- Ace Mobile Professional

- -

- Ace Application Data Manager

- Ace Repository

- Ace Repository Named Users

- Ace ADK (Advanced Developer Toolkit including APIs)

- Ace Studio

- Model Builder

- Web Builder

- Ace Analyst

- Ace Connector to SAP

- Ace Connector to Oracle

- Ace Connector to Siebel Sales 2000

- Ace Connector to Siebel Sales 2000 (For use with Ace Mobile)

Ace Connector to Enterprise Applications

- Licensed Works includes at no additional cost: Tools, Documentation and
Training Materials if available

2.0 EXCLUSION FROM LICENSED WORKS

- Supplier pricing engines and the following software products are
excluded from the Licensed Works with the exception of any software products or
tools required to integrate Buyer supplier pricing data stores or pricing
applications with the Licensed Works..

- Ace Pricer

- Ace Pricer Server

- Ace Pricer Quoter

- Ace Pricer Manager

- Ace Pricer Simultaneous User

- eInsurance Suite

- eQuote

- eAnalysis

- eEnrollment

- Work Flow Engine (Insurance version)

- Rate Builder for Insurance

3.0 ADDITIONAL TERMS AND CONDITIONS

3.1 Supplier shall use commercially reasonable effort to solely maintain its
relationship with any Ancillary Program provider of software that is contained
in or interacts with any Licensed Work.

3.2 Foreign Language Extensions of the Licensed Works, Documentation and
Training Materials: If and when Supplier makes the foreign language extensions
of the Licensed Works, Documentation and Training Materials generally available,
Supplier will provide such foreign language extensions of the Licensed Works,
Documentation and Training Materials at no additional charge to Buyer.

3.3 Third Party Software Purchase: Buyer may at its option elect to license the
Ancillary Programs directly from the vendor.

SCHEDULE C: MAINTENANCE AND SUPPORT

1.0 MAINTENANCE AND SUPPORT DEFINITION

"Maintenance Services" shall mean the services provided under Maintenance
Services policy as set forth in this Schedule C. Supplier may not alter
Maintenance Services during the term of this agreement, without the prior
written approval of Buyer which shall not be unreasonably withheld.

At any given time, provided that Buyer has paid the applicable Maintenance
Services fees, Supplier shall provide support for

i. each Update then deployed by Buyer ("Deployed Update" ) for up to 18 months
and the Update which Buyer intends to deploy ("Buyer's Targeted Update"). If the
Buyer's Targeted Updates cannot be deployed within 18 months of the current
Buyer's Deployed Updates, with Joint Advisory Committee approval, Supplier will
extend maintenance as needed.

ii. Up to 2 Buyer Deployed Updates and 2 Targeted Updates across independent
projects. The Joint Advisory Committee may approve additional deployments and
will determine if additional maintenance fees are required. If 2 Deployed
Updates exist within the same project, the Joint Advisory Committee must review
and approve.

In the event that Buyer is unable to implement Updates due to conflict with
Buyer's technical environment or due to issues with incompatibility between
Updates then support for any Buyer's deployed or targeted Updates currently in
the Buyer's environment will continue while the Buyer and Supplier work together
in good faith to determine an appropriate solution as the parties may mutually
agree. Buyer will notify Supplier in writing of Buyer's inability to deploy
Updates. Buyer and Supplier will mutually agree on a plan within ninety (90)
days. During this period Supplier will provide support as long as maintenance
fees are current.

Supplier agrees to use commercially reasonable efforts to continue to provide
Updates and Maintenance Services on IBM technology, specifically, DB2, Websphere
Commerce Suite, AIX, Linux, IBM HTTP Server, IBM Websphere Edge Server and IBM
Websphere Application Server ("Buyer Supported Platforms") for Buyer's deployed
and targeted environments. If Supplier, after making commercially reasonable
efforts, is unable to comply with this clause, then Supplier must give Buyer 12
months notification with explicit reasons why Supplier can no longer comply. The
parties will then agree to refer the matter to the Joint Advisory Committee.

2.0 MAINTENANCE AND SUPPORT SERVICES

Supplier shall establish and maintain an organization and processes to provide
software maintenance and support services ("Support Services") to Buyer for the
Supplier Licensed Works installed in each of the Buyer's international regions.
Supplier will provide Support Services to Buyer's Help Desk through a Supplier
Single Point of Contact ("SPOC") within each international region. Supplier must
provide one phone number for support in each region (in the U.S., and Canada
this will be an "800" number) and unlimited Web access, via an unlimited number
of Web Ids, to Buyer's support organization. The Supplier SPOC must be trained
on and knowledgeable about all of the Supplier Licensed Works Buyer has
installed and the Buyer installation.

Supplier Support Services will cover Supplier Licensed Works during both
implementation and production use of the Licensed Works and shall include, but
not be limited to,

i. a diagnosis of problems or performance deficiencies of the Supplier
Licensed Works and a resolution of problems or performance deficiencies of the
Supplier Licensed Works according to the terms set forth in "Service Levels".

ii. problem analysis/root cause isolation and identification of ownership
between Supplier and Buyer for resolution of problems or issues

Supplier will use reasonable commercial efforts to cure reported errors in
Licensed Works so that such License Works perform, in all material respects, the
functions described in Supplier's Documentation.

3.0 SUPPLIER MAINTENANCE AND SUPPORT RESPONSIBILITIES

1. Supplier will provide Software Maintenance and Support Services using
personnel qualified on the Buyer's solution and environment. Supplier is
responsible for ensuring that all personnel assigned possess the required
competencies to support the Supplier Licensed Works in the Buyer infrastructure

2. Supplier is responsible for ensuring that required agreements are in place
to protect Buyer confidentiality when approved subcontractors are used.

3. Supplier will provide problem analysis and resolution to the Buyer's Help
Desk for Supplier's Licensed Works.

4. Support requests from the Buyer's Help Desk will be processed through the
Supplier's Regional SPOC and will be available on the Buyer maintenance plan
(7x24 hour basis.)

5. Supplier, as part of the annual maintenance fees, will provide Buyer with a
minimum of one (1) software upgrade per year as made available by Supplier.

6. Supplier will use commercially reasonable efforts to ensure Licensed Works
stay current with technology updates (e.g. Operating Systems, Browsers, ...)
being used in the Buyer's operating environment ensuring support of Supplier's
Licensed Works available within 6 months of General Availability of updated
technologies that make up the Buyer's operating environment.

7. Supplier will use commercially reasonable efforts to ensure that Licensed
Works stay current with IBM technology updates (e.g. DB2, Websphere Commerce
Suite, AIX, Linux, IBM HTTP Server, IBM Websphere Edge Server and IBM Websphere
Application Server, ...) being used in the Buyer's operating environment
ensuring support of Supplier's Licensed Works available within 6 months of
General Availability of updated technologies that make up the Buyer's operating
environment.

8. All Updates and Documentation will be provided at no additional charge. All
fixes and patches will be provided at no additional charge.

9. Supplier will make available to Buyer fixes, patches, or workarounds
electronically to support all installed Buyer sites.

10. Supplier will ensure that all Updates will have gone through systems
integration and performance testing consistent with both Supplier and general
industry software development practices and as agreed to by Buyer.

11. Supplier will benchmark the performance of all Updates to validate that
their scalability and response times are better than or equal performance
specifications compared to a mutually agreed upon base line in mutually
agreeable environments.

Supplier will use commercially reasonable efforts to ensure backward
compatibility of the Updates using a mutually agreed to regression test
environment and a mutually agreed to set of test cases In those cases were
compatibility is not possible, a mutually agreed to resolution plan will be
completed prior to release of subject update.

12. For any code including Updates, patches or fixes , Supplier will notify
Buyer via e-mail when the code is available for download and use. Notification
will include:

i. a detailed accounting of all (Buyer and non-Buyer) Updates, patches, and or
fixes that are included in the code made available to the Buyer.

ii. information related to verification/certification performed by the Supplier

iii. detail instruction / information on how to use any new capabilities.

13. All updated Documentation and Training Materials for the Licensed Works or
Updates will be made available electronically at no additional cost.

14. Professional Services associated with Updates to the Buyer's environment
will be provided in accordance with the definition of Consulting Services in
Schedule F.

15. Supplier agrees to provide remote technical support to Buyer, unless deemed
necessary to be on-site as recommended by Supplier personnel and approved in
writing by Buyer, or as mandated by specific country laws governing such
activities.

16. Supplier will provide an electronic "Team Room" (such as a secured, shared
FTP folder) information repository with remote network access where information
related to Supplier products and Professional Services engagements can be posted
and accessed by both Supplier and Buyer. Supplier will provide the following
documentation in the team room as it becomes available

i. A Buyer Implementation Acceptance procedure for each Supported Product. The
Customer Implementation Acceptance procedures will be developed jointly with
Buyer.

ii. Supplier test results from the Supplier's testing efforts on any new
Update, as well as test cases run

iii. Trouble Shooting Guidelines for each product.

iv. Supplier's escalation contact list by region. Project plans, documentation,
Site information, Test plans and results for Professional Services projects
performed by Supplier.

v. A procedure for reporting problems to Supplier including information to be
provided by Buyer. This procedure will be jointly developed with Buyer.

vi. Supplier will provide a Problem Solution Guide for each product installed
at Buyer. This includes sections called Release Notes, Discussion Forum,
Frequently Asked Questions/Answers (FAQs), Glossary, Problem Determination
Processes, Trouble Shooting Guide, User Guides and training materials. Details
must be included for specific installations based on the site infrastructure or
combination of Supplier products.

vii. Appropriate security mechanisms will be in place to provided controlled
access to the team room.

17. Supplier will escalate to Supplier R&D for any product design problem and
provide the Buyer's Help Desk status on outstanding issues.

Supplier will report to the Buyer's Help Desk status on outstanding issues, (at
a minimum, daily for Severity 1 and Severity 2 defects, biweekly for Severity 3
and Severity 4 defects). SLA reports will be provided on a monthly basis
including the following information for all problems handled: End to end ticket
information, service management, documented resolution steps, closure, problem
resolution defined, time out, time restored, contact points, and an RCA record
available on request. The Supplier is also expected to attend any conference
calls as they may related to open problems and provide status on any open
customer or development related issues.

18. Supplier will provide ticketing assignments of problems on Supplier
products through a single global ticketing system and track the problems through
resolution. This means that each problem has a ticket, with a caller, location,
address, problem, call back#, description of the problem, time received, ongoing
time stamped updates, and a close time and resolution. Buyer's request is that
the Supplier will use Buyer's Library Management System for this project (e.g.
CMVC) to respond to problems reported. Buyer and Supplier will work in a good
faith effort to integrate Buyer's problem reporting system and Supplier's
problem tracking system. Supplier understands that the Supplier Licensed Works
are designed to work in a networking environment. Supplier staff assigned to
assist with Buyer problem resolution will be knowledgeable on basic LAN/Wan
networking concepts, firewalls, and the operation of the Internet.

19. Supplier will replace, at no charge, any defective or damaged software
media.

20. Remote Supplier support for the Licensed Works will be provided by remote
dial-up access where possible and is currently accomplished through the use of
Buyer specified software.

21. Supplier and Supplier's personnel assigned to the Buyer's account will
comply with Buyer "On Premise Guidelines". Supplier will access Buyer's systems
only for approved work and in accordance with directions provided. No access or
"backdoors" will be included in the Supplier's software that would allow direct
access of the Buyer's system without compliance with the Buyer's Security
Guidelines. The Supplier will be provided with Buyer's documented standard
security guidelines.

22. Supplier will provide on-site support in each Region as requested from the
Buyer with local resources. If Supplier does not have local resources available
in a Region to provide required maintenance and support services, Buyer will be
charged the lesser of the actual travel expenses or the estimated expenses for a
resource from the Regional Supplier Office.

23. No additional labor fees will be charged for the Maintenance and Support
Services provided under this agreement.

24. Actual costs associated with travel to provide approved on-site service or
support will be billed to Buyer separately from the labor charges and will be
charged as Travel & Expense (T&E) in accordance with the Buyer's Travel Expense
Guidelines documented in Appendix F.

25. Supplier shall not introduce a new Ancillary Program dependency in any
Updates that requires Buyer to purchase any licenses without prior Buyer
approval. The Supplier will notify Buyer 90 days prior to such Updates.

4.0 BUYER HELP DESK RESPONSIBILITIES

1. Buyer will provide to Buyer's users the first point of contact for problem
determination, isolation, and resolution for the Supplier products.

2. Buyer will provide support as a first point of contact for their clients,
performing isolation and resolution of any Buyer Configurator and/or internal
LAN/WAN network problems prior to contacting Supplier. Buyer will provide a
current infrastructure layout for configurator implementation. The layout will
include the LAN / WAN design and location of firewalls and servers. Buyer will
provide a profile sheet for each Server center in the Supplier provided "Team
Room". Information pertaining to hardware and software (release levels) for
Supplier products and other components integral to those products will be
documented.

3. Buyer will provide all technical support and problem resolution for any
Buyer or third party vendor products introduced by the Buyer.

4. Buyer shall provide Supplier with a designated contact person and a
knowledgeable technical support person authorized to allow Supplier access to
Buyer servers or Client setup and distribution tools as applicable. Buyer will
provide remote access to the Supplier products when applicable.

5.0 SERVICE LEVEL AGREEMENT

5.1 Supplier agrees that the Supplier Deliverables will be available for
production use 99.8% of the time, measured on a monthly basis by Server.
Unplanned outages whose root cause is not attributed to Supplier's deliverables
are excluded from the measurement calculations. Planned outages (scheduled
maintenance windows) for normal maintenance, preventative maintenance, or
customer upgrades, changes, testing and non-operational hours are not included
in this measurement calculation. In addition, Supplier agrees to meet the
following required service level commitments (the "Service Level Commitments"):

-----------------------------------------------------------------------------------------------------------------------------------
5.2
Supplier
agrees to
meet the
following
individual
defect
response SECOND
times:[ ] FIRST ACCEPTABLE FOURTH OFFICIAL FIX
SEVERITY CHARACTERISTICS RESPONSE WORKAROUND THIRD FIX[ ] PLUS DOCS
-----------------------------------------------------------------------------------------------------------------------------------

1 - Critical System, network 1 Hour 2 Hours 24 Hours Next planned Update.
or key application outage
SEVERE with critical impact on (Continuous effort until
service delivery or service is restored
BUSINESS within 24 hours)
- Total loss of production
IMPACT service to a customer set or

- Impacts one or more
service level commitments or

- Revenue or delivery
schedule impact or

- Reassignment must be
communicated / agreed directly
-----------------------------------------------------------------------------------------------------------------------------------
2 - Key component, 1 Hour 6 Hours 24 Hours [ ] Next planned Update.
application, critical customer
MAJOR machine or network is down,
degraded, or unusable unusable
BUSINESS or

IMPACT - Potential critical impact
on service delivery or

- Service performance
degradation; service delivery
impacted or

- Partial Customer set
affected

-----------------------------------------------------------------------------------------------------------------------------------
3 - A component, minor 4 Hours 72 Hours 7 calendar days Next planned Update.
application or procedure is
MINOR down, unusable, or difficult
to use or
BUSINESS
- Some operational impact,
IMPACT[ ] but no immediate impact on
service delivery or

- Service outage but
alternative workaround
available or
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

- Problems that degrade
service but do not prevent
delivery of service or

- Potential exposure to
ability to delivery of
service or

- Scattered customers
affected
-----------------------------------------------------------------------------------------------------------------------------------
4 - Component, procedure, 48 Hours[ ] 26 calendar 30 calendar days[ ] Next planned major or
not critical to customer is days [ ] minor release
MINIMAL unusable or

OR NO - Alternative is available;
deferred maintenance is
BUSINESS acceptable or

IMPACT - No impact to service or

- No production affected or

- Individual customer
affected
-----------------------------------------------------------------------------------------------------------------------------------

First Response Time denotes the elapsed time from the moment the problem call is
placed by the Buyer until a qualified Supplier Solutions Support Engineer
verbally (for any severity) or via email (for severity 3 or 4 only) contacts the
Buyer to begin problem isolation. "Qualified" means the Supplier engineer knows
the Buyer's installation and the Supplier product in question and has the skill
to troubleshoot the problem.

5.3 At a minimum the Buyer will provide to the Supplier the following
information for problems being reported to Supplier:

i. Problem tracking code (PMR/ManageNow/Defect number)

ii. Platform (Mobile or Web version)

iii. Run time environment (Windows OS version / Browser brand and version)Level
of Buyer's base code

iv. Level of Buyer's data model

v. Steps to recreate problem including providing a reproducible test case.
However, Supplier will work diligently in good faith to fix an intermittent
problem where a consistent reproducible test case is not available but the
penalty provisions of the SLA will only apply to the First Response criteria as
described in Section 5.2 above.

vi. Expected output or action

vii. Actual output or action, including applicable files as available

Because the parties recognize that critical defects can negatively affect a
Buyer's planned deployment and result in significant negative business impact,
the parties agree that all Service Level Commitments shall apply to the
development/test environment as well as to production operations.

DEFINITIONS OF SEVERITY LEVELS:

--------------------------------------------------------------------------------

FATAL - SEVERITY 1 Production System Unavailable or Unusable for multiple
users- Business Operations halted or critical features
not functioning. Users are not able to complete their
daily production operations. Critical business
situation that if not immediately addressed will result
in severe exposure to Buyer (e.g. Critical business
deadline, breach of security, legal requirement,
customer relationship)

Systems testing identifies significant problem that
will prevent on-time deployment of product or Updates
and will critically impact a major Buyer business
system deployment.

--------------------------------------------------------------------------------
CRITICAL - SEVERITY 2 Severe loss of functionality - Key business operational
function(s) can not be performed on a production system
as a result.

Systems testing identifies significant problem that
will prevent on-time independent deployment of Supplier
product or Updates.
--------------------------------------------------------------------------------
IMPORTANT - SEVERITY 3 System features or functions not available or
restricted. Individual functionality not working
resulting in degraded business operations
MINOR - SEVERITY 4 Issue is documentation related or
has minimal impact on business. [ ]
--------------------------------------------------------------------------------

If the Buyer determines the severity of the impact on the Buyer's business has
changed, the Buyer agrees to change the severity of the defect accordingly.

--------------------------------------------------------------------------------

DEFINITIONS OF RESPONSE AND RESOLUTION TARGET Verbal acknowledgment of receipt
LEVELS: [ ] FIRST LEVEL - RESPONSE of problem report and
identification of individual
assigned to resolve problem
--------------------------------------------------------------------------------
SECOND LEVEL - RESOLUTION Acceptable workaround provided
--------------------------------------------------------------------------------
THIRD LEVEL - RESOLUTION Patch or Fix provided
--------------------------------------------------------------------------------
FINAL LEVEL- RESOLUTION Official correction, update or
new release including
documentation
--------------------------------------------------------------------------------

5.4 SLA MEASUREMENTS AND AVAILABILITY ASSESSMENT: SLA measurements will be
tracked and documented by the Buyer on a monthly basis. The measurements will be
reported in performance data that will be reviewed jointly between the Buyer and
Supplier.

5.5 Supplier will provide maintenance to Licensed Works that has been used in
accordance with Documentation or as approved by the Supplier.

5.6 Buyer is responsible for all Buyer hardware and infrastructure. If an
Update will cause Buyer to incur additional cost in infrastructure, Buyer may
choose to stay on current Update per terms of Section 1.0 of Schedule C
Maintenance.

THIS SCHEDULE C DEFINES A SERVICE ARRANGEMENT AND NOT A SOFTWARE WARRANTY. ALL
LICENSED WORKS AND MATERIALS RELATED THERETO ARE SUBJECT EXCLUSIVELY TO THE
WARRANTIES SET FORTH IN THE AGREEMENT. THIS SCHEDULE C DOES NOT CHANGE OR
SUPERSEDE ANY TERM OF ANY SUCH AGREEMENT.

SCHEDULE D: DOCUMENTATION

1.0 DESCRIPTION OF DOCUMENTATION

Supplier provides the following Documentation with the Licensed Works and their
Updates as available at no additional charge:

i. On-line help for all licensed Users

ii. One electronic copy (from which Buyer may print unlimited copies) of
Installation and Update Guides Administration Guides

iii. Release Notes

iv. Other Documentation that applies to the Licensed Works including:

b. the specifications of the Licensed Works

c. Selectica Configuration Application Guidelines

d. all standard Data Model Documentation

e. Training Materials

All future updates to this Documentation will be provided at no additional cost.

Supplier will provide draft copies, as they become available, at Buyer's request
for new or modified materials for use in advance planning of implementations and
beta testing purposes. The content of the draft copies will not constitute a
commitment by Supplier to provide all of the functions and features in the
delivered GA code for the Licensed Works updates as described in the Drafts.

2.0 TRAINING MATERIALS

Supplier will provide to Buyer, at no additional charge, one (1) electronic copy
of all Training Materials of any media kind (for end user and technical training
including installation, deployment and Updates or migration information) for the
Licensed Works, which Buyer may reproduce, use, modify and prepare Derivative
Works of, solely for Buyer's use of the Licensed Works consistent with Section
3.1 and 3.2 of the SOW. All future updates will be provided at no additional
cost. Supplier will provide draft copies of Training Materials at Buyer's
request, as available, for new or modified materials, for use in advance
planning of implementations and for beta testing purposes. The provision of such
draft copies by Supplier shall not constitute a commitment by Supplier to
provide all of the functions and features that may be reflected in such draft
copies in the delivered, generally available ("GA") code for the Licensed Works.

The Training Materials and Documentation described in this Attachment D shall be
provided so long as Buyer has paid all Maintenance Fees pursuant to the
Agreement.

SCHEDULE E: RESPONSE AND INFORMATION EXCHANGE

1.0 SATISFACTION LEVELS

Supplier shall use reasonable efforts to understand the satisfaction level of
Buyer with respect to all of the Licensed Works and Services provided in
accordance with this Agreement and shall take appropriate remedial action where
necessary in response to such satisfaction level.

2.0 INFORMATION EXCHANGE

Information to be exchanged by the parties will include but is not limited to:

i. problems discovered which the discoverer reasonably believes may have a
potential effect on the other party to this Agreement;

ii. current status of all issues logged on a web site to be maintained by
Supplier;

iii. relevant product and technical plans for the coming year;

iv. each party's knowledge of available best practices; and

v. formal account review.

Supplier commits to meeting with Buyer on a regular basis to gain Buyer's input
on all Supplier products and modules and to share information on planned product
enhancements. Supplier will work with Buyer to determine the appropriate
frequency of these meetings, based on Buyer's requirements. These meetings would
include representatives from each of Supplier's Product Marketing teams who are
responsible for the Licensed Works that Buyer will be using.

In order to guarantee effective communication with Supplier Product Marketing
and Supplier Engineering, Buyer Technical Architects will be invited to have, at
a minimum once a year , a technical update, with mutually agreed format and
duration, at no charge to Buyer. These sessions will focus on the direction of
the Supplier product architecture and technologies employed. Buyer can review
Supplier's future plans, discuss concerns and suggest enhancements.

SCHEDULE F: CONSULTING SERVICES

Any Services procured by Buyer from Supplier shall be governed by the terms and
conditions in this Schedule.

1.0 SERVICES BILLING RATES

Supplier will supply services including, but not limited to, consulting services
and on-site education and training to Buyer at Buyer's request at the rates set
forth in the chart below.

---------------------------------------------------------------------------------------------------------------
HOURLY RATE HOURLY RATE
RESOURCE TYPE LEVEL OF SKILL EXPERIENCE US INDIA
---------------------------------------------------------------------------------------------------------------

Practice Manager and Strategic account and program 12 Yrs [ ] $255 $150
Engineering management. Reports to executive
staff and handles project
escalation.
---------------------------------------------------------------------------------------------------------------
Senior Project Delivery, plans and executes on 10 Yrs $255 $150
Manager schedule, functionality resources
and action items
---------------------------------------------------------------------------------------------------------------
Certified Trainer Certified to train on Supplier 5 Yrs $255 $150
products
---------------------------------------------------------------------------------------------------------------
Senior I/T Assess, design, implement and test 8 Yrs $200 $125
Specialist IT systems
---------------------------------------------------------------------------------------------------------------

Junior I/T Specialist Assess, design, implement and test 2 Yrs $160 $ 100
IT systems
---------------------------------------------------------------------------------------------------------------
Senior Systems Analyst / Run requirements workshops, develop 6 Yrs $200 $ 125
Business Analysts business solution, story board, user
acceptance test plans, review
deliverables, manage scope per
requirements
---------------------------------------------------------------------------------------------------------------
Junior Business Analysts Document and track functional and 2 Yrs $160 $ 100
technical requirements, write
acceptance test plans, review
deliverables, document current and
future state business rules and
processes
---------------------------------------------------------------------------------------------------------------
Senior Architect solutions, design & 8 Yrs $220 $137.50
Architect/Designer implement key models, guide
development team through all technical
issues, product engineering.
---------------------------------------------------------------------------------------------------------------
Junior Architect/Designer Architect solutions, design & 5 Yrs $160 $ 100
implement key models, guide
development team through all
technical issues, product
engineering.
---------------------------------------------------------------------------------------------------------------
Senior Consulting Implementation and testing for 6 Yrs $200 $ 125
Engineer modeling, user Interfaces and
integration
---------------------------------------------------------------------------------------------------------------
Junior Consulting Implementation and testing for 2 Yrs $160 $ 100
Engineer modeling, user Interfaces and
integration
---------------------------------------------------------------------------------------------------------------

Rates set forth above will apply for five years from the Effective Date. After
five years, these rates will be renegotiated or renewed, subject to a maximum
increase that shall not exceed the lesser of a 5% increase or the increase in
the Consumer Price Index (CPI) during the most recent one-year period. All rates
apply Worldwide and will be invoiced in US Dollars.

2.0 APPROVAL OF CONSULTANTS

Supplier will use commercially reasonable efforts to honor the specific requests
of Buyer with respect to the assignment of employees to perform Supplier's
obligations hereunder. Buyer shall have the opportunity, at its option, to
interview any consultant that Supplier proposes to assign to perform Services
under a Work Authorization. A consultant reasonably rejected by Buyer in writing
will not be assigned to perform Services under the applicable Work
Authorization. A consultant shall be deemed to have been interviewed and
accepted if the parties agree to assign such consultant to perform Services, or
if Buyer has been notified in writing of such consultant's assignment to the
engagement (including by submission of the consultant's resume to Buyer) and
Buyer has not rejected in writing such consultant within ten (10) business days
after such notice. Buyer shall notify Supplier in writing if Buyer believes that
a person provided by Supplier is not performing the Services in a reasonably
acceptable manner. Supplier will take reasonable corrective action with such
person to resolve Buyer concerns. If the parties agree that such person should
be removed, Supplier will remove the consultant and replace such person within a
reasonable time.

Performance Objectives contained in Section 9.0, On Time Delivery, of this
section F will apply for:

i. any services provided by the Supplier's consultant that are behind schedule

ii. any services provided by the Supplier which are delayed due to excessive
transition of responsibility between Supplier's personnel

3.0 KEY PERSONNEL

"Key Persons" are those Supplier resources identified as such on a Work
Authorization with respect to the Services to be provided thereunder. Supplier
shall use commercially reasonable efforts to give Buyer ten (10) business days'
prior written notice of its intent to remove or replace any Key Person;
provided, however, that Buyer shall not have the right to prevent or delay the
earlier removal of a Key Person who becomes unavailable due to

i. separation from the employ of Supplier or

ii. incapacity due to illness, divorce, separation, or similar reason.

iii. Any immigration related issues.

4.0 CONTINUITY OF SKILLS AND EXPERIENCE

SUPPLIER AGREES TO COOPERATE WITH BUYER TO THE EXTENT COMMERCIALLY REASONABLE
AND PRACTICABLE TO MAINTAIN THE CONTINUITY OF SUPPLIER SKILLS ASSIGNED TO
PERFORM SERVICES UNDER ANY WORK AUTHORIZATION. SUPPLIER AGREES TO REPLACE A
PERSON ONLY WITH A PERSON OF SIMILAR SKILLS AND EXPERIENCE AS DEFINED IN THIS
SCHEDULE. SUPPLIER AGREES THAT BUYER SHALL NOT BE CHARGED DURING ANY TRANSITION
PERIOD OF FIVE (5) BUSINESS DAYS OR SHORTER FOR ITS PERSONNEL (OR SUCH OTHER
PERIOD OF TIME AGREED UPON IN WRITING BETWEEN THE PARTIES) FOR ANY REPLACEMENT
PERSONNEL PROVIDED TO BUYER IN ORDER TO PERMIT THE REPLACEMENT RESOURCE TO
ACQUIRE THE NECESSARY ORIENTATION AND PROJECT-SPECIFIC EDUCATION CONCERNING THE
WORK THEN IN PROGRESS, BUYER'S IMPLEMENTATION AND BUYER'S ENVIRONMENT BY THE
RESOURCE BEING REPLACED FOR THE REPLACEMENT RESOURCE TO MAKE A PRODUCTIVE
CONTRIBUTION.

5.0 TRAVEL GUIDELINES

Buyer will reimburse Supplier for the following travel expenses only, provided
they are incurred in the performance of this Agreement:

i. tolls, parking fees, taxis, buses or auto rentals fees for autos rented
from a Buyer designated rental company;

ii. personal automobile use under the applicable Buyer automobile allowance
plan, excluding normal commutation;

iii. air transportation at the economy, tourist or coach class rate for the most
direct route of a scheduled airline;

iv. reasonable lodging charges commensurate with the average rates charged for
the immediate area, based on use of Buyer negotiated rates at approved lodging
facilities and not to exceed Buyer's official travel guideline's amount per day;

v. reasonable and actual meal expenses up to Buyer's per diem rate,

vi. reasonable tipping.

All exceptions to these guidelines require appropriate written approvals for
each individual case that will not be unreasonably withheld. Supplier must
submit an invoice listing all travel expenses, such invoice to be accompanied by
receipts for lodging, airline travel, rental cars or any other reimbursable
expenditure. Buyer will not reimburse Supplier for personal expenses.

In the event that Buyer directs Supplier to make expenditures on the Buyer's
behalf, such expenditures will be reimbursed by the Buyer.

6.0 WORK AUTHORIZATION

Supplier will provide Consulting Service and Deliverables as specified in the
relevant Work Authorization signed by Buyer and Supplier. Supplier will begin
work only after receiving WA from Buyer. Buyer may request changes to a WA and
Supplier will submit to Buyer the impact of such changes. Changes accepted by
Buyer will be specified in an amended WA signed by both parties. Each Work
Authorization for a Project should provide a task for project level status
reporting, change management and issue management.

7.0 PRICING

Supplier will provide Deliverables and Consulting Services to Buyer for the fees
listed in section 1.0 of this Schedule F. All services including education and
training services as outlined in the relevant WA, shall be performed on a time
and materials basis. The services are estimated and billed on an hourly basis,
based upon an eight (8) hour workday. A minimum engagement duration of 8 hours
is required, unless mutually agreed, for services performed on site at a Buyer
location. Any and all hours in excess of nine (9) hours per day or forty five
(45) hours per week require the prior written consent of Supplier and Buyer. All
hours worked will be billed to and paid by Buyer. All overtime shall be billed
at the same hourly rate per Consultant as regular time for such Consultant.
Travel time will not be billable. No additional charges or increased rates will
apply based on time of day, or nonstandard work days and/or work hours. All
travel and lodging expenses shall be billable per Buyer's Travel Expense
Guidelines set forth in this Schedule F. Expenses for materials purchased
specifically for Buyer's benefit and requested in the WA will be charged to
Buyer at cost. Except for pre-approved expenses for materials to be purchased as
specified in the relevant WA, or those expenses incurred with the written
consent of

Supplier, the fees for Deliverables and services specified in a WA and accepted
by Buyer will be the only amount due to Supplier from Buyer under this
Agreement. No limitations will be placed on the number of students per class.
Education and training materials for all classes are provided by Supplier
pursuant to Schedule D.

Where Buyer is expressly permitted in a WA to pay Supplier in a currency other
than the United States Dollars, then such currency conversion shall be
calculated using the rate of exchange published by Reuters Financial Services at
1600 hours Greenwich Mean Time on the day such conversion is required in
accordance with the relevant SOW and/or WA.

8.0 PAYMENTS AND ACCEPTANCE

All fees and charges under this schedule shall be billed on a monthly basis and
such bills shall be due and payable net forty-five (45) days from receipt of
said ▇▇▇▇▇▇▇▇. Payment of invoices will be deemed acceptance of Deliverables or
Services, except when such Deliverables or Services are subject to inspection,
test and rejection in accordance with the acceptance or completion criteria as
specified in the relevant WA. A detailed/categorized accounting of hours and
expenses by Consultant will be provided as part of the monthly process and
approved by the Buyer before Supplier invoicing.

9.0 ON TIME DELIVERY

Work Products, Deliverables or Services will be delivered as specified in the
relevant WA signed by both parties. If Supplier cannot meet a deadline specified
for a delivery commitment, Supplier will promptly notify Buyer of Supplier's
proposed revised delivery date, and Buyer may:

i. accept Supplier's proposed revised delivery date; or

ii. exercise all other remedies provided at law, in equity, and in this SOW or
the LWA.

iii. Request that Supplier continue to work on deliverables, however Buyer will
not be subject to additional charges to complete those deliverables after an
initial one week grace period following the scheduled delivery date. This
applies only when delay of delivery can solely be attributable to Supplier.

10.0 SUPPLIER AND SUPPLIER PERSONNEL

Supplier is an independent contractor and this Agreement does not create an
agency relationship between Buyer and Supplier or Buyer and Supplier Personnel.
Buyer assumes no liability or responsibility for Supplier Personnel. Supplier
will:

i. ensure that Supplier and Supplier Personnel are in compliance with all
applicable laws, regulations, ordinances, and licensing requirements;

ii. be responsible for the supervision, control, compensation, withholdings,
health and safety of Supplier Personnel, except to the extent that the safety of
Supplier Personnel is jeopardized by the gross negligence or willful misconduct
of Buyer or any Buyer personnel;

iii. require Supplier Personnel performing Services on Buyer's premises to
comply with the Buyer's "On Premises Guidelines" provided that a copy of such
guidelines has been provided to Supplier prior to enforcing them against
Supplier or any Supplier Personnel; and

INFORM BUYER IF SUPPLIER IS AWARE AFTER REASONABLE INQUIRY THAT A FORMER
EMPLOYEE OF BUYER WILL BE ASSIGNED WORK BY SUPPLIER UNDER THIS AGREEMENT, SUCH
ASSIGNMENT SUBJECT TO BUYER APPROVAL.ENSURE THAT SUPPLIER AND SUPPLIER'S
PERSONNEL ASSIGNED TO THE BUYER'S ACCOUNT ARE QUALIFIED AND

TRAINED ON THE BUYER'S SOLUTION IMPLEMENTATION AND ENVIRONMENT.

11.0 TERMINATION OF A WORK AUTHORIZATION

Work Authorizations and/or any portion of the scope of work defined in a WA may
be canceled immediately upon written notice. There will be no cancellation
charges and only time worked until the date of cancellation may be billed.
Services and consulting resources provided under an active WA can be added or
removed as the project activities require. Buyer will provide Supplier with
written notice of cancellation one week in advance for termination of the entire
project covered under an active WA whose scheduled end date is one month or
longer from the date of termination.

SCHEDULE G: ACCEPTANCE OF DEVELOPED WORKS

Buyer will execute acceptance criteria against all Developed Works provided by
the Supplier to:

i. validate expected content provided by the Supplier satisfies agreed upon
capabilities or corrections

ii. validate capabilities or corrections provided by the Supplier are backward
compatible with the Buyer's implementation

BUYER ACCEPTANCE CRITERIA

Buyer and Supplier will mutually establish a set of acceptance criteria for each
Developed Work. Buyer will validate the Developed Work provided by the Supplier
to ensure it meets the acceptance criteria as stated in the Work Authorization.
Supplier shall use commercially reasonable efforts to promptly cure any reported
defects or deficiencies , and without cost to Buyer. Supplier shall then
redeliver the Developed Work for review and testing by the Buyer.

SCHEDULE H: JOINT ADVISORY COMMITTEE AND DISPUTE RESOLUTION

1.0 JOINT ADVISORY COMMITTEE

Supplier and Buyer agree to create a Joint Advisory Committee (the "Joint
Advisory Committee" or "JAC") which will include one Executive Sponsor each from
Supplier and Buyer and any additional representatives that they elect to
include. The JAC will:

i. conduct quarterly reviews of the progress on projects;

ii. annually review the operating and strategic plans prepared by the key
executives;

iii. review, on a quarterly basis, performance objectives and measurements;

iv. provide advice and direction on technology changes; and

v. resolve disputes between the Parties by escalation if necessary to
Executive Sponsor of Supplier and the Executive Sponsor of the Buyer.

2.0 CONTINUATION OF SERVICE

Except where clearly prevented by the area in dispute, both parties agree to
continue performing their respective obligations under this Agreement while the
dispute is being resolved according to the process described above unless and
until such obligations are terminated or expire in accordance with the
provisions hereof. Nothing contained in this Schedule shall limit the rights of
either party to seek immediate injunctive relief in the event of a breach of its
intellectual property rights.

3.0 BUYER PREFERRED RELATIONSHIP

Supplier agrees to lead with and recommend IBM product offerings including but
not limited to DB2 and Websphere in customer engagements and in addition will
make a good faith effort to lead in any marketing activities, including
advertising and customer collateral . When such materials are produced, they
will be reviewed by the JAC.

SCHEDULE I: QUALITY

1.0 SUPPLIER STRUCTURED DEVELOPMENT PROCESS

The Supplier will follow a structured development process which is documented
and measurable in the development of all of its software products. Buyer will
not impose specific requirements on Supplier on how to produce such products or
how to manage these projects but will be allowed to review the data on the
process and progress during the life of the contract in the form of Audits.

2.0 REVIEWS

On a periodic basis and no more than once a year unless mutually agreed by the
Joint Advisory Committee , the Buyer or Buyer's quality representative may, at
Buyer's sole expense and no additional charge to Buyer, conduct audits in the
form of visits at the Supplier's and Supplier's sub-tier supplier's
manufacturing locations. The Process for such reviews shall be determined
jointly by Buyer and Supplier. The Supplier shall, at Buyer's request, permit
access to the auditors to Software Development operations and inspection of
interim and final products for Buyer, including access to the sub-tier supplier
facilities. Periodic audits shall include process control, quality inspection
test data, internal audit reports, and other information related to the product
being produced, as referred in Documentation, to verify compliance to the terms
of this SOW. The Supplier shall be given at least four weeks advance notice by
Buyer representatives of their intent to visit. Buyer's inspection of product at
the Supplier or sub- tier supplier shall not relieve the Supplier's
responsibility to furnish product compliant with the specifications. Buyer
reserves the right to reject any products that are found nonconforming with the
specifications subsequent to inspection at source by the Buyer. The Supplier
shall ensure access for Buyer's auditors to all the sites where work is being
performed or materials being delivered to Supplier in performance of Supplier's
work for the Buyer.

3.0 DOCUMENT CONTROL

The Supplier shall ensure that all documents such as software/firmware,
engineering specifications and designs, contracts, policies, procedures,
software development process flow chart, and work instructions (including test
procedures) are under configuration control and are available to all necessary
personnel in the development environment. Supplier shall a have a document
configuration control system for the effective updating/removal of any obsolete
documentation from all development areas.

SCHEDULE J: COMMUNICATIONS AND APPROVAL

All communications between the parties will be carried out through the following
designated coordinators:

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BUYER COORDINATOR NAME CONTACT INFORMATION
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Executive Sponsor * *

[ ]
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Contract * *

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Business * *

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Technical * *

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Legal * *

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* This material has been omitted pursuant to a request for confidential
treatment and such material has been filed separately with the Commission.

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SUPPLIER COORDINATOR NAME CONTACT INFORMATION
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Executive Sponsor Sanjay Mittal ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[ ] (▇▇▇) ▇▇▇-▇▇▇▇
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Contract ▇▇▇ ▇▇▇▇ ▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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Business ▇▇▇ ▇▇▇▇▇ [ ] ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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Technical ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ [ ] ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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Legal ▇▇▇ ▇▇▇▇ ▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
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If Buyer or Supplier approval are required per this contract, the respective
Executive Sponsor, or as delegated for each party as defined in the Schedule H
Joint Advisory Committee, will be required to respond in writing
accordingly.

SCHEDULE K: PERFORMANCE OBJECTIVES

The Supplier will be expected to achieve specific performance objectives.

1.0 SERVICE LEVEL AGREEMENTS

Supplier shall meet or exceed the SLAs defined in Schedule C, Section 5 "Service
Level Agreement" of this document. In the event the Supplier does not achieve
committed SLAs, penalties will be assessed. Specifically:

i. Buyer will assess 1 point for each week that a Severity 1 or Severity 2
defect fix exceeds a mutually agreed to fix date due to Supplier delay or due to
failure of the Developed Works to pass Buyer's Acceptance Criteria documented in
Schedule G, Section 1.0 Buyer's Acceptance Criteria either of which result in
delays to Buyer's new deployment schedules.

ii. Supplier agrees to meet a monthly defect SLA criteria equivalent to the
internal SLA criteria of the Buyer. Buyer will assess 2 points for each month
Supplier does not achieve overall monthly SLA criteria. The following definition
applies unless otherwise mutually agreed. For each severity 1 and severity 2
defect there are four performance measurements in Schedule C, section 5.0. The
average performance over all Severity 1 and 2 per month will define the monthly
SLA criteria achievement (measured as total achieved/total possible). The
current SLA criteria is 80% for severity 1 and 2 responses.

2.0 BUYER SATISFACTION

Buyer will conduct quarterly surveys of Buyer's Development Personnel and Buyer
Stake Holders associated with the project to determine Buyer satisfaction levels
and identify focus areas Supplier may need to provide remedial actions. Buyer
surveys will focus on:

i. Supplier's timeliness of Deliverables/Milestones

ii. Quality (e.g. Correctness, reliability, completeness) of Supplier's
Deliverables

iii. Actual Vs Quote (Estimate) of Supplier's services

iv. Supplier's Flexibility/Responsiveness associated with specification
changes, Buyer terms and conditions

v. Skills associated with Supplier's technical team and strength of technology
provided

vi. Effectiveness of Supplier's Project Management methodologies and alignment
to Buyer's Project Management methodologies

vii. Responsiveness and effectiveness of Communications

Supplier will achieve a 90% satisfaction rating from the Buyer. In the event the
Supplier does not achieve a 90% satisfaction rating, the Buyer shall assess 2
points.

3.0 SUPPLIER INCENTIVES

viii. In no case will the penalties assessed by the Buyer for any quarter exceed
the maximum quarterly penalty as defined in SOW Section 5.2.

ix. Penalty points will not be carried forward.

x. Supplier may offset any or all penalties assessed by the Buyer for a given
quarter by exceeding performance level objectives for that quarter. Incentive
points will be assigned to the Supplier each quarter and used to offset any
penalty points as defined in Section 1.0 and 2.0 of this Schedule.

INCENTIVE TABLE

----------------------------------------------------------------------------
ACHIEVEMENT POINTS
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On time delivery of fixes as promised by the Supplier 1
100% of the time
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Overall Monthly SLA achievement for Severity 1 and 1
Severity 2 defects by the Supplier exceeds 90%
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Supplier "Deliverables" pass Buyer's Acceptance Criteria 1
100% of the time
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Buyer satisfaction rating exceeds 95% 1
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100% delivery of all Supplier "Updates", "Work Products", 1
"Deliverables" or Services as specified in the relevant
WA(s) and pass Buyer's Acceptance Criteria
----------------------------------------------------------------------------

Each point will represent 1/5 of the maximum quarterly penalty as defined in SOW
Section 5.2. In no case will Supplier credits exceed the penalties assessed by
the Buyer that would result in fees to be paid by the Buyer. Supplier credits
will not be carried forward or applied against next quarter assessments.

SCHEDULE L: PUBLICITY

Each Party will submit to the other all press releases and other publicity
matters relating to this Agreement in which the other Party's name or ▇▇▇▇ is
mentioned or language from which the connection of said name or ▇▇▇▇ ▇▇▇ be
inferred or implied, and will not publish or use such press releases, or
publicity matters without prior written approval of the other Party unless
required by law. The foregoing shall not prevent either party from disclosing
facts related to this Agreement in connection with its good faith compliance
with securities laws.

Buyer and Supplier agree to Press Release announcing initial project and
Supplier designation of IBM as their preferred vendor for Database Management
Software (DB2) and Application Server (WebSphere). Such announcement must be
mutually agreed in writing and will not be released prior to successful closure
of conditional warranty clause. Buyer and Supplier will work in good faith to
provide such Press Release by January 21, 2003.

SCHEDULE M: CERTIFICATE OF ORIGINALITY

The Certificate of Originality questionnaire may be used to cover one complete
Developed Works, even if that Developed Works includes multiple modules. Write
"not applicable" or "N/A" if a question is not relevant to the furnished
software material.

- The following Certificate of Originality applies to all
Developed Works described in this Statement of Work.

- Was any portion of the software material written by anyone
other than you or your employees within the scope of their employment? YES _____
NO _____ If YES, identify the author and the circumstances:

1. Indicate if the whole software material or only a portion thereof was
written by such party, and identify such portion:

a. Specify for each involved party the name, address, and citizenship:

b. If the party is a company, how did it acquire title to the software
material (e.g., software material was written by company's employees within the
scope of their employment)?

c. If the party is an individual, did he/she create the software material
while employed by or under contractual relationship with another party? YES
_____ NO ______ If YES, provide name and address of the other party and explain
the nature of the contractual relationship:

2. How did you acquire title to the software material written by the other
party?

a. Are any copyright, confidentiality, or proprietary notice(s) present on the
software material(s)? YES _____ NO ______ If YES, please describe such
notice(s).

b. Was any portion of the software material (e.g., Code, associated
documentation or Externals) derived from preexisting works (either yours or a
third party's), including any code from freeware, shareware, electronic bulletin
boards, or the Internet? YES _____ NO ______ If YES, please identify the
material, author, owner, source, and copyright notice, if any, for each of the
preexisting materials.

i. Does any of the software materials (e.g., Code, associated documentation or
Externals) include recognizable voices, pictures or other likenesses? YES ____
NO ______ If YES, how did you acquire rights to use such recognizable voices,
pictures or other likenesses?

ii. Provide an explanation of any other circumstance which might affect Buyer's
ability to reproduce, distribute and market this software material, including
whether your software material was prepared from any preexisting materials which
have any: a) confidentiality or trade secret restrictions to others; b) known or
possible royalty obligations to others; and c) used other preexisting materials
developed for another party or customer (including government) where you may not
have retained full rights to such other preexisting materials.

Authorized Signature: ________________________

Name: ________________________

Title: ________________________

IBM - SELECTICA LICENSED WORKS AGREEMENT STATEMENT OF WORK

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