Marketing Alliance Agreement - Corio Inc. and SAP America Inc.


                          MARKETING ALLIANCE AGREEMENT

THIS MARKETING ALLIANCE AGREEMENT (the "Agreement"), is made and entered into as
of February 10, 2000 (the "Effective Date"), by and between Corio, Inc. ("AP"),
a Delaware corporation, and SAP America, Inc. ("SAP"), a Delaware corporation.

                                   WITNESSETH

        WHEREAS, AP and SAP desire to develop, market, sell and deliver SAP's
application software products and AP's systems management services together as a
combined service offering to prospective customers (more further defined herein
as the "Alliance Offering"); and

        WHEREAS, AP and SAP desire to define the respective rights, duties and
obligations of the parties with respect to the development and delivery of the
Alliance Offering that are more fully described herein; and

        NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the parties hereby agree as follows:

                   ARTICLE I. DEFINITION AND SCOPE OF OFFERING

1.1     GENERAL. The Alliance Offering consists of (i) SAP offering a SAP R/3
        and SAP On-Line Store software application (the "SAP Software") and (ii)
        AP providing the hardware location at which the SAP Software would be
        run and AP's "CORIO HOSTED SOLUTION FOR SAP R/3 AND SAP ONLINE STORE"
        (collectively "AP Services"). As a result, AP and SAP will be offering
        to certain companies a SAP Software environment (the "SAP Environment")
        as a "hosted application" service. SAP will license the SAP Software
        pursuant to a mutually agreeable SAP End User Agreement. The AP Services
        will be made available pursuant to a mutually agreeable AP End User
        Agreement which may include the delivery and support of other third
        party products. This Agreement is in effect only for the delivery of the
        Alliance Offering, to the extent presently defined in this Agreement, to
        only those companies which are located in [*] and their parent company's
        global headquarters, if any, located within [*]. The roles and
        activities of each party are more fully described herein. In the event
        AP requests that the Alliance Offering be extended into [*], SAP shall
        use reasonable efforts to assist AP and the respective SAP sister
        company to execute an agreement which is substantially the same as this
        Agreement. AP acknowledges that SAP America does not have distribution
        rights in these countries and does not have the authority to execute
        agreements in the name of such sister companies and, further, that the
        decision to extend the Alliance Offering into these countries is solely
        that of the respective SAP sister company.

                        ARTICLE II. TERM AND TERMINATION

2.1     TERM. This Agreement shall commence as of the Effective Date and will
        continue for a period of [*] from the Effective Date unless otherwise
        terminated in accordance with this Section. This Agreement may be
        extended by mutual agreement of the parties for successive one year
        periods.

[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.
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2.2     TERMINATION FOR CAUSE. If either party materially defaults in the
        performance of any of its duties or obligations under this Agreement,
        which default is not cured within 60 days after written notice is given
        to the defaulting party specifying such default or, with respect to
        those defaults that cannot reasonably be cured within 60 days, should
        the defaulting party fail to proceed within 60 days to commence curing
        the default and thereafter to proceed with reasonable diligence to cure
        the default, the party not in default may, by giving written notice
        thereof to the defaulting party, terminate this Agreement as of the date
        of receipt by the defaulting party of such notice or as of a future date
        specified in such notice of termination. Notwithstanding the above,
        material breaches as related to the disclosure of a party's proprietary
        information shall give rise to a right to terminate for cause if such
        default is not cured within 30 days after written notice is given to the
        defaulting party specifying such default.

2.3     TERMINATION FOR BANKRUPTCY AND RELATED EVENTS. Subject to Title 11,
        United States Code, if either party becomes or is declared insolvent or
        bankrupt, is the subject of any proceedings relating to its liquidation,
        insolvency or for the appointment of a receiver or similar officer for
        it, makes an assignment for the benefit of all or substantially all of
        its creditors or enters into an agreement for the composition, extension
        or readjustment of all or substantially all of its obligations, then the
        other party may, by giving written notice thereof to such party,
        terminate this Agreement as of a date specified in such notice of
        termination.

2.4     INTENTIONALLY BLANK.

2.5     RIGHTS AND OBLIGATIONS FOR EXPIRATION OF THIS AGREEMENT. Upon expiration
        of this Agreement, the parties agree to the following:

        (A)     OUTSTANDING END USER AGREEMENTS. When one or more End User
                Agreements are outstanding there shall be a three year wind-down
                period whereby the terms of this Agreement, other than as
                specified in sections (b) and (c) below, will remain in full
                force and effect solely for purposes of allowing the Customers
                which are subject to current End User Agreements to receive the
                Integrated Customer Services set forth in Section 4.10. This
                Agreement shall terminate 3 years from the date of notice of
                termination pursuant to the mutual agreement of the parties or
                expiration. In the event AP desires to continue to provide
                hosted application services to any current End Users of AP and
                SAP under contract pursuant to this Agreement (hereinafter
                "Customers") once the terms and conditions of this Agreement are
                no longer in effect, AP and SAP shall execute the non-disclosure
                agreement in the form of Exhibit 1 listing those Customers.

        (B)     OUTSTANDING SALES LEADS. The parties agree to cease any joint
                marketing and selling of the Alliance Offering either directly
                or through any indirect sales channel(s) immediately. AP will
                not be permitted to offer the services described in Section 4.10
                to any prospect or non-Customers. The parties may continue to
                market and sell their respective products and services
                separately.

        (C)     NEW BUSINESS. Any End User Agreements executed prior to such
                termination notification date or expiration date will be
                considered an outstanding End User

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                Agreement under Section 2.5(a) herein. For those companies which
                are subject to an SAP End User Agreement only and become
                customers of AP and who desire the AP Services after such
                termination or expiration, AP and such customer must execute a
                standard Outsource Nondisclosure Agreement (attached hereto as
                Exhibit 2) in order to continue to provide AP Services to such
                customers, and AP will not be permitted to provide the services
                described in Section 4.10.

2.6     RIGHTS AND OBLIGATIONS FOR TERMINATION OF THIS AGREEMENT FOR CAUSE.

        (A)     In the event that either party terminates this Agreement
                pursuant to Section 2.2, this Agreement shall terminate
                immediately after the cure period and the parties agree to the
                following:

                (I)     OUTSTANDING END USER AGREEMENTS. The services described
                        in Section 4.10 will be discontinued under all AP End
                        User Agreements as of the effective date of termination
                        of this Agreement. In the event AP desires to continue
                        to provide hosted application services to any Customers
                        under contract pursuant to this Agreement once the terms
                        and conditions of this Agreement are no longer in
                        effect, AP and SAP shall execute the non-disclosure
                        agreement in the form of Exhibit 1 listing those
                        Customers which will continue to receive such services.
                        Notwithstanding the foregoing, in the event the
                        termination of this Agreement was the result of an AP
                        breach then, SAP shall be entitled to require additional
                        terms and conditions be added to the non-disclosure
                        agreement to provide additional, reasonable safeguards
                        to SAP considering the nature and severity of the
                        breach.

                (II)    OUTSTANDING SALES LEADS. The parties agree to cease the
                        joint marketing and selling of the Alliance Offering
                        through the indirect sales channels(s) and its own
                        internal sales channel. AP will not be permitted to
                        offer the services described in Section 4.10 to
                        prospects or non-Customers. The parties remain free to
                        continue to market and sell their respective products
                        and services separately.

        (B)     In the event that SAP terminates this Agreement pursuant to
                Section 2.2 due to AP's material violation of SAP's Proprietary
                Information, the parties agree that the provisions of 2.6(a)
                shall apply in addition to the following:

                (I)     AP shall immediately cease Use of the SAP Proprietary
                        Information and shall irretrievably delete the SAP
                        Software, third-party database and documentation from
                        all AP computer hardware, including CPU, application
                        servers, terminals, workstations, and data files (to the
                        extent permitted by law). Within thirty days after any
                        such termination, AP shall deliver to SAP at AP's
                        expense (adequately packaged and insured for safe
                        delivery) or, at SAP's request, destroy all copies of
                        the Proprietary Information in every form. AP further
                        agrees to erase the SAP Software and documentation from
                        any storage media. AP shall certify in writing to SAP
                        that it has performed the foregoing. AP shall be solely
                        liable to its Customers and shall hold SAP harmless as a
                        result of having to comply with this Section 2.6(b)(i).

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                (II)    Prior to termination of this Agreement for AP's material
                        violation relating to SAP Proprietary Information, SAP
                        will provide AP with an additional thirty days to cure
                        such violation and avoid termination hereunder so long
                        as AP acknowledges that SAP does not waive any rights to
                        damages which have accrued or may continue to accrue by
                        permitting continued Use during the attempted cure
                        period and SAP shall remain entitled to all damages
                        available pursuant to this Agreement for any breach of
                        the Agreement.

2.7     RIGHTS AND OBLIGATIONS FOR TERMINATION OR EXPIRATION OF END-USER
        AGREEMENTS. Upon expiration or termination for any reason of any
        Customer's SAP End User Agreement, AP shall immediately cease Use of the
        SAP Proprietary Information and shall irretrievably delete the SAP
        Software, third-party database and documentation from all AP computer
        hardware, including CPU, application servers, terminals, workstations,
        and SAP data files (to the extent allowed by law and after having the
        opportunity to provide such SAP data files to the Customer) all as it
        relates to such Customer. Upon SAP's request, AP shall certify in
        writing to SAP that it has performed the foregoing.

                 ARTICLE III. GENERAL ROLES AND RESPONSIBILITIES

3.1     ALLIANCE GENERAL MANAGERS; ALLIANCE TEAM. SAP and AP will each assign a
        representative who will be the primary point of contact in dealing with
        the other under this Agreement and will have the authority to make
        decisions with respect to actions taken under this Agreement (the
        "Alliance General Managers"), provided however, that this Agreement may
        only be amended by authorized representatives of AP and SAP. AP and SAP
        will assign resources to develop required business plans and sales plans
        and will cooperate to meet any mutually determined target completion
        dates.

3.2     EXECUTIVE STEERING COMMITTEE. Each of SAP and AP will provide the other
        with the names of up to three members of its senior management staff
        (inclusive of the Alliance General Managers) who will serve on an
        executive steering committee ("Executive Steering Committee"). The
        Executive Steering Committee will be responsible for (a) generally
        overseeing the performance of each party's obligation under this
        Agreement, and (b) making, and providing continuity for making,
        strategic decisions regarding the Alliance Offering. The Executive
        Steering Committee will meet quarterly. Topics of these meetings may
        include the strategic objectives of the parties and long-range planning.

3.3     JOINT BRANDING AND ADVERTISING. It is the parties' intent to jointly
        brand the Alliance Offering and associated promotional, marketing, and
        advertising materials as jointly agreed upon by the Alliance General
        Managers and subject to each party's corporate approvals.

3.4     PROSPECTIVE CUSTOMER COMMUNICATIONS. All SAP and/or AP communications
        with any prospective Customers pertaining to the Alliance Offering (and
        any subsequent End User Agreements) will be in accordance with the Sales
        Plan and coordinated through the Alliance General Managers or their
        designees unless AP and SAP otherwise mutually agree in writing.

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3.5     EXPENSES. Each party shall bear its own respective costs, expenses,
        risks and liabilities arising out of performance hereunder, except where
        the parties agree in writing to share in such expenses.

3.6     INVESTMENT. If AP consummates a private placement of series D preferred
        stock (the "Financing") prior to consummation of its initial public
        offering of common stock pursuant to a registration statement on Form
        S-1 (the "IPO"), AP will permit SAP to participate in the Financing on
        terms substantially similar to those pursuant to which other
        participants participate and in an amount to be agreed upon by AP and
        SAP prior to consummation of the Financing. As consideration for the
        SAP's actual participation in the Financing, SAP agrees to develop, with
        AP, a joint strategic initiative to be agreed upon by the parties that
        will further the objectives of the Alliance. Except for the foregoing
        sentence, this section shall terminate at the earlier of the IPO and the
        termination of this Agreement.

3.7     COMPETITOR OWNERSHIP CHANGE. In the event an SAP competitor, where a
        competitor is defined as an entity which distributes software product(s)
        which compete with SAP software which currently includes SAP R/3, SAP
        B2B, SAP BW, SAP APO, SAP CRM, mySAP.com and SAP Knowledge Warehouse,
        obtains direct or indirect ownership, or control of, five percent or
        more of the equity of Corio or an SAP competitor's employee or officer
        becomes a member of the Corio board of directors, SAP shall have the
        right to terminate this agreement upon sixty days prior written notice
        to Corio. A termination pursuant to this provision shall be treated in
        the same manner as the expiration of the agreement as related to the
        section 2. transition period.

                  ARTICLE IV. DELIVERY OF THE ALLIANCE OFFERING

4.1     MARKETING, COMMUNICATION & PROMOTIONAL PLANS. The parties agree to
        jointly develop and execute marketing, communications, and promotional
        plans and/or policies that are compatible ("Marketing Plan").
        Promotional activities will likely consist of direct telephone and mail
        marketing, direct print advertising in trade journals, Internet
        advertising, public and media relations, third party industry analyst
        briefings and relations, and select trade conference joint activities.
        The parties agree to appoint a "Marketing Lead" representative, who
        reports to the Alliance General Manager for purposes of Alliance
        activities, who will be the primary point of contact in dealing with the
        other under this paragraph and will have the authority to make decisions
        with respect to actions taken under this paragraph. Any changes made to
        these plans must be approved in writing by the Alliance General
        Managers. These plans will be reviewed at the Executive Steering
        Committee meetings.

4.2     SAP END USER AGREEMENT. SAP will create its own end user agreement (the
        "SAP End User Agreement") and will utilize the SAP End User Agreement to
        contract directly with Customers for the SAP Software used in the
        Alliance Offering and related software support services. SAP will
        license the SAP software to Customers on a "per user/per month" basis as
        its primary pricing structure. SAP may, at its own discretion, offer
        paid-up licenses and/or the ability to accelerate monthly payments as an
        option.

4.3     AP END USER AGREEMENT. AP will create its own end user agreement (the
        "AP End User Agreement") and will utilize the AP End User Agreement to
        contract directly with Customers for the provision of the AP Services on
        a "per user/per month" basis as its primary pricing structure.
        Configuration and implementation services may not be subject to the "per
        user/per month" pricing structure.

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4.4     MODIFICATIONS TO END USER AGREEMENTS. The SAP and AP End User Agreements
        attached hereto as Attachments A and B respectively have been jointly
        agreed upon as of the Effective Date. Unless otherwise agreed, any party
        making a change to its End User Agreement (other than changes that
        correct errors in grammar, typos, and format or changes made for a
        specific customer which do not impact the offering of the other party or
        otherwise materially change the Alliance Offering) must give the other
        party notice of such change and any objection to such change must be
        provided to the other party in writing within 10 business days from the
        receipt of such notification. Objections will be addressed by the
        Alliance General Managers and the Executive Steering Committee as
        appropriate. In the event of any change to a party's standard End User
        Agreement, such party will promptly provide an updated version of its
        End User Agreement to the other party. Neither party may bind or impose
        any liabilities, obligations, responsibilities or conditions on the
        other party in any way under their respective End User Agreement.

4.5     PERFORMANCE. SAP and AP will each execute their own respective End User
        Agreements with each Customer and will be responsible for their own
        performance under each End User Agreement.

4.6     CERTIFIED BUSINESS SOLUTION PARTNER AGREEMENTS. In the event the
        Alliance Offering is extended to prospects with annual revenues less
        than $200 million, the parties agree that the Alliance Offering will be
        marketed via the SAP Certified Business Solution Partners ("CBS
        Partners"). The SAP Certified Business Solution Partners who elect to
        participate as the primary sales channel of the Alliance Offering, as
        described in Section 4.9(a), will execute an agreement between
        themselves and SAP and a separate agreement between themselves and AP
        which will govern any such sale of the Alliance Offering (the "Certified
        Business Solution Partner Agreement"). The parties agree that their
        respective Certified Business Solution Partner Agreements will contain
        at a minimum the compensation models and sales targets related to that
        Certified Business Solution Partner for the Alliance Offering and will
        provide such compensation models and sales targets to the other party.
        Each party will be solely responsible for all payments due to the
        Certified Business Solution Partners under their respective Certified
        Business Solution Partner Agreements.

4.7     SALES PLAN. AP and SAP agree to jointly develop a sales plan that will
        more definitively define the roles and responsibilities pertaining to
        any sale of the Alliance Offering (the "Sales Plan"). Such Sales Plan
        shall allocate the responsibility between the parties to provide lead
        qualification and tracking and shall specify the conditions, manner and
        amount of compensation to be paid by each party in the event that a
        Customer is signed up which was, at that time, an active sales prospect
        of SAP, AP or SAP Certified Business Solutions Partner as defined in the
        Sales Plan. Any changes made to the Sales Plan must be approved in
        writing by the Alliance General Managers. The Sales Plan will be
        reviewed at the Executive Steering Committee meetings and updated
        periodically, such period to be specified in the Sales Plan.

4.8     SALES TARGETS. In accordance with the Sales Plan, the parties agree to
        establish joint sales volume targets, the channel sales model, and rules
        of engagement as mutually agreed upon in writing. The parties agree to
        assign professional staff (such as sales representatives, sales support
        representatives, or pre-sales technical representatives) who

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        will have individual performance objectives and personal compensation
        metrics (commission or bonus plans) connected to the achievement of the
        sales targets.

4.9     ALLIANCE OFFERING SALES CHANNELS. AP and SAP mutually agree to make the
        Alliance Offering generally available through the following:

        (A)     PRIMARY SALES CHANNEL. The primary sales channel for the
                Alliance Offering will be each parties' direct sales force. Each
                party may utilize third party sales agents and/or marketing
                representatives to fulfill some of their sales responsibilities
                after receiving the prior written consent of the other party.
                Such consent shall be not be unreasonably withheld and shall
                consider factors such as the sales agent's or marketing
                representative's ability to properly represent and demonstrate
                the offering from a technical, business and support perspective.
                A party may withhold consent if, in that party's sole
                determination, it believes that the use of such sales agent or
                marketing representative may result in a business conflict or is
                otherwise not in the best interest if the offering. All sales
                agents and marketing representatives must execute a
                confidentiality agreement acceptable to the parties. Use of the
                CBS Partners as sales agents and/or marketing representative
                shall not require the consent of the other party. AP and SAP
                will jointly establish requirements and a certification process
                for SAP Certified Business Solutions Partners who participate in
                the sale of the Alliance Offering. The parties agree that any
                such Certified Business Solutions Partner must execute a
                Certified Business Solutions Partner Agreement in order to be
                authorized to sell the Alliance Offering. Any such agreement
                entered into by the Certified Business Solutions Partner must
                include, among other items, a provision requiring the Certified
                Business Solutions Partner to comply with its sales targets. In
                the event that an SAP Certified Business Solutions Partner
                elects not to execute the SAP Certified Business Solutions
                Partner Agreement with SAP or fails to meet its Alliance
                Offering sales targets, SAP agrees to take reasonable steps to
                implement a plan to meet the sales targets in that specific
                Certified Business Solutions Partner's territory.

4.10    INTEGRATED CUSTOMER SUPPORT PLAN. The parties agree to share customer
        support knowledge, processes and tools in an effort to design, execute,
        and jointly manage a process whereby Alliance Offering Customer support
        requests may be shared or transferred from one party to the other in
        accordance with the following:

        (A)     INTEGRATED CUSTOMER SUPPORT ENVIRONMENT PLAN. The parties agree
                that the Integrated Customer Support Environment ("Customer
                Support Plan") plan is to be jointly developed to meet the
                mutual service level requirements of the parties utilizing the
                support infrastructures of the Alliance Offering Customer, AP,
                SAP, and the Certified Business Solutions Partner.

        (B)     CHANGE PROCESS. The parties acknowledge and agree that the
                procedures, processes, and technology used to implement the
                Integrated Customer Support Environment plan may change over
                time. Any changes to the Integrated Customer Support Environment
                plan shall be mutually agreed to by the Customer Support Leads.
                The Integrated Customer Support Environment plan may be reviewed
                at the Executive Steering Committee meetings as required.

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        (C)     CUSTOMER SUPPORT LEAD. Each party will designate a Customer
                Support Lead who will be the point of contact for Integrated
                Customer Support Environment related matters. The Integrated
                Customer Support Environment plan will identify each party's
                Customer Support Lead.

4.11    POST TERMINATION ACCESS. Upon the expiration or termination of this
        Agreement and the section 2.5(a) wind-down period, if any, or upon
        termination of this Agreement by AP due to SAP's material breach under
        section 2.6, AP access to the Software for the purpose of performing
        customer support shall arise pursuant to the SAP End User Agreement with
        a Customer and the executed Outsource Non-Disclosure Agreement to be
        executed by SAP and AP.

              ARTICLE V. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

5.1     CONFIDENTIALITY.

        (A)     DEFINITION OF PROPRIETARY INFORMATION. For purposes of this
                Agreement, "Proprietary Information" means (i) with respect to
                SAP, the software and documentation and any complete or partial
                copies thereof, the concepts, techniques, ideas and know-how
                embodied and expressed in any computer programs or modules
                included in the SAP software, including the structure, sequence,
                and organization of such programs or modules ("Program
                Concepts"), SAP licensors' third-party database, any other
                third-party software licensed with or as part of the SAP
                software, benchmark results, information contained in SAP's
                Customer Support systems (CSS, CSU, and OSS), customer support
                metrics and methodologies, customer list, marketing lead
                information, and any other information identified or reasonably
                identifiable as confidential and proprietary information of SAP,
                or its licensors ("SAP Proprietary Information"); (ii) with
                respect to AP, customer support metrics and methodologies,
                customer list, marketing lead information and information
                identified or reasonably identifiable as the confidential and
                proprietary information of AP ("AP Proprietary Information");
                and provided that, any part of the SAP or AP Proprietary
                Information which: (a) is or becomes publicly available through
                no act or failure of the other party; or (b) was or is
                rightfully acquired by the other party from a source other than
                the disclosing party prior to receipt from the disclosing party;
                or (c) becomes independently available to the other party as a
                matter of right; or (d) already known to a party without an
                obligation of confidentiality; or (e) is independently developed
                without use of the other party's Proprietary Information; or (f)
                disclosed without similar restrictions by SAP to a third party;
                or (g) approved by the party for disclosure; or (h) is required
                to be disclosed pursuant to the requirement of a government
                agency or by operation of law subject to prior consultation with
                the disclosing party's legal counsel shall be excluded.

        (B)     LIMITS OF DISCLOSURE. Neither party shall, without the other
                party's prior written consent, disclose, provide, or make
                available any of the Proprietary Information of the other party
                in any form to any person, except to bona fide employees,
                officers, directors, or consultants of such party whose access
                is necessary to enable such party to exercise its rights
                hereunder. Each party agrees that prior to disclosing any
                Proprietary Information of the other party to any consultant, it

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                will obtain from that consultant a written acknowledgment that
                such consultant will be bound by the same terms as specified in
                this Section 5 with respect to the Proprietary Information.

        (C)     PROTECTIVE PRECAUTIONS. AP agrees to maintain a log of the
                number and location of all originals and copies of the SAP
                software which it comes into possession as related to the
                Alliance Offering. AP and SAP acknowledge that any disclosure to
                third parties of Proprietary Information may cause immediate and
                irreparable harm to the owner of the disclosed Proprietary
                Information; therefore, each party agrees to take all reasonable
                steps and the same protective precautions to protect the
                Proprietary Information from disclosure to third parties as with
                its own proprietary and confidential information.

5.2     CERTAIN DEFINITIONS.

        (A)     "Extension" means an addition to the Software which does not
                require a Modification.

        (B)     "Modification" means a change to the Software which changes the
                source code.

5.3     OWNERSHIP.

        (A)     Each party will retain all rights it possessed prior to the
                Effective Date in any software, ideas, concepts, know-how,
                development tools, techniques or any other proprietary material
                or information that may be used by such party in connection with
                its role relating to the development or delivery of the Alliance
                Offering. All software that is licensed by a party from a third
                party vendor will be and remain the property of such vendor.
                Notwithstanding anything to the contrary in this Agreement, (I)
                AP (i) will retain all right, title and interest in and to all
                development tools, know-how, methodologies, processes,
                technologies or algorithms used in performing the AP Services
                which are based on trade secrets or proprietary information of
                AP or are otherwise owned or licensed by AP and developed
                without the assistance of SAP or are not based on SAP
                Proprietary Information, (ii) will be free to use the ideas,
                concepts and know-how which are developed by AP in the course of
                performing the AP Services and may be retained by AP's employees
                in intangible form so long such ideas, concepts or know-how are
                not based on SAP Proprietary Information, and (iii) will retain
                ownership of any AP-owned software or development tools that are
                used in the Alliance Offering and become embedded in any
                components of the Alliance Offering; and (II) SAP (i) will
                retain all right, title and interest in and to all development
                tools, know-how, methodologies, processes, technologies or
                algorithms used in performing the SAP services which are based
                on trade secrets or proprietary information of SAP or are
                otherwise owned or licensed by SAP and developed without the
                assistance of AP or are not based AP Proprietary Information,
                (ii) will be free to use the ideas, concepts and know-how which
                are developed by SAP in the course of performing the SAP
                services and may be retained by SAP employees in intangible
                form, and (iii) will retain ownership of any SAP-owned software
                or development tools that are used in the Alliance Offering and
                become embedded in any components of the Alliance Offering.

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        (B)     In the event AP without SAP's participation develops any
                Modification or Extension (hereinafter referred to as "AP
                Extension" or "AP Modification") to the SAP Software for an
                Alliance Offering Customer, AP agrees that ownership of such AP
                Extension or AP Modification shall be in accordance with the SAP
                End User Agreement with such Customer.

        (C)     Unless otherwise agreed to in writing, in the event SAP develops
                either independently, or jointly with AP, any Modification or
                Extension to the SAP Software, such Modifications or Extensions
                will be the exclusive property of SAP and SAP AG, and AP will
                not grant, either expressly or impliedly, any rights, title,
                interest, or licenses to such Modifications or Extensions to any
                third party. AP shall be entitled to Use such Modifications and
                Extensions solely in support of Alliance Offering Customers as
                contemplated in this Agreement.

        (D)     AP agrees that it will not modify any provided third-party
                software hereunder, unless expressly authorized in writing by
                such third-party vendor.

        (E)     AP shall register all Modifications to the SAP Software, using
                OSS (Online Software Service), with SAP prior to making such
                Modifications.

        (F)     AP agrees to: (i) keep and maintain adequate and current records
                of all Software Modifications (which records shall be made
                reasonably available to SAP); (ii) promptly disclose to SAP and
                provide copies to SAP of any Software Modifications in which SAP
                has ownership rights; and (iii) insert in all copies of the SAP
                Software as modified all copyright, trade secret, or other
                notices thereon or therein as SAP may from time to time direct.

        (G)     No licenses will be deemed to have been granted by either party
                to any of its patents, trade secrets, trademarks or copyrights,
                except as otherwise expressly provided in this Agreement.
                Nothing in this Agreement will require AP or SAP to violate the
                proprietary rights of any third party in any software or
                otherwise. The furnishing of the Proprietary Information for the
                purposes set forth in this Agreement does not constitute the
                grant, option, license, sublicense, assignment, or other form of
                transfer to the other party of any rights, title or interest in
                or to such Proprietary Information. AP expressly warrants and
                represents on its behalf, and on behalf of its agents and
                employees, that no Modifications and Extensions for the licensed
                SAP Software will be performed without providing prior written
                notice to SAP. All Modifications and Extensions to the SAP
                Software shall be considered part of the SAP Software and SAP
                Proprietary Information for the purposes of this Agreement.

5.4     AP RIGHT TO ACCESS SAP SOFTWARE. SAP grants AP a right to use, load,
        execute, employ, utilize, store, and display ("Use") the SAP Software
        which is licensed to Alliance Offering Customers pursuant to an SAP End
        User Agreement at a designated AP location. AP agrees that it will Use
        such SAP Software solely for providing AP Services to such Customers. AP
        agrees that such Use is contingent upon the SAP End User Customer
        licensing the appropriate type and number of Users for AP's Use. AP will
        not Use the SAP Software to process its own business information or to
        provide processing or facilities management or other services to any
        other parties other than Alliance Offering Customers unless there is a
        separate agreement executed by AP for purposes other than the Alliance

                                                                         Page 10



   11
        Offering. All SAP software Used by AP pursuant to this Agreement shall
        be protected from disclosure in accordance with the terms and conditions
        of this Agreement.

        AP shall be entitled to a reasonable number of copies of the SAP
        Software in various configurations (e.g. R/3 on NT with Oracle, R/3 on
        HP Unix with Informix) solely for non-productive Alliance Offering use
        such as demonstration purposes and preparation of Alliance Offering
        roll-out on these configurations. Such SAP Software shall be provided at
        no charge and AP agrees that it is responsible to secure all third party
        software and database licenses, if any, associated with the
        configurations. AP shall execute an SAP provided Appendix and Schedule
        for each copy of the Software licensed pursuant to this provision.

5.5     SURVIVAL OF ARTICLE V. The provisions of Sections 5.1, 5.2, 5.3, and 5.4
        will survive the expiration or termination of this Agreement for any
        reason.

                     ARTICLE VI. INDEMNITIES AND LIABILITIES

6.1     NO REPRESENTATION REGARDING COMBINATION USE. SAP makes no representation
        with respect to the possibility of infringement by Combination Use of
        the SAP Software. The parties agree that SAP has no duty to investigate
        nor to warn AP of any such possibility. As used herein, Combination Use
        means Use of the SAP Software in conjunction with any of the following:
        (i) any software other than the SAP Software or (ii) any apparatus other
        than a Designated Unit (each individual computer in which the Software
        and Third-Party Database are installed), unless such Use is prescribed
        in the Documentation.

6.2     INTELLECTUAL PROPERTY INDEMNIFICATION.

        (A)     Except for Combination Use, each party shall indemnify the
                other, up to the maximum amount described in Section 6.2(c),
                against all claims, liabilities, awards, and costs, including
                reasonable attorneys' fees reasonably incurred in the defense of
                any claim brought against a party by third parties alleging that
                the other party's software and documentation (other than third
                party software and documentation) infringes or misappropriates:
                (i) any United States patent; or (ii) a United States copyright;
                or (iii) trade secret rights, provided that, the party seeking
                indemnification promptly notifies the other party in writing of
                any such claim and the indemnitor is permitted to control fully
                the defense and any settlement of such claim. The indemnitee
                shall reasonably cooperate in the defense of such claim and may
                appear, at its own expense, through counsel. The indemnitor may,
                in its sole discretion, settle any such claim on a basis
                requiring indemnitor to substitute for the infringing software
                and documentation alternative substantially equivalent
                non-infringing programs and supporting documentation.

        (B)     If software or documentation becomes the subject of a claim
                under this Section 6.2, or in the indemnitor's opinion is likely
                to become the subject of such a claim, then, in addition to
                defending the claim and paying any damages and attorneys' fees
                as required above in this Section 6.2, the indemnitor will
                either (A) replace or modify the software or confidential
                information to make it noninfringing or cure any claimed misuse
                of another's trade secret or (B) procure for the indemnitee the
                right

                                                                         Page 11



   12
                to continue using the software or confidential information
                pursuant to this Agreement. Any costs associated with
                implementing either of the above alternatives will be borne by
                the indemnitor but will be subject to Section 6.2(c). If neither
                option is available to the indemnitor through the use of
                reasonable, diligent efforts, (x) the indemnitee will return
                such software or confidential information to the indemnitor and
                (y) if requested by the indemnitee in good faith, the parties
                will negotiate, pursuant to Section 7.2 but subject to Section
                6.2(c), to reach a written agreement on what, if any, monetary
                damages (in addition to the indemnitor's obligation to defend
                the claim and pay any damages and attorneys' fees as required
                above in this Section 6.2) are reasonably owed by the indemnitor
                to the indemnitee as a result of the indemnitee no longer having
                use of such software or confidential information.

        (C)     The maximum aggregate liability of the indemnifying party under
                the indemnity provided in this Section 6.2 shall be a sum equal
                to ten million dollars. If there should be more than one claim
                of infringement, the amount payable under such indemnity in
                respect of each claim shall be divided pro rata.

6.3     PROCEDURES TO COMMENCE INFRINGEMENT ACTIONS. The indemnifying party
        alone shall be responsible for taking such actions which it determines
        are reasonably necessary or desirable in its sole discretion in
        connection with any infringement or alleged infringement pursuant to
        6.2. The indemnitee shall not undertake any action in response to any
        infringement or alleged infringement without the prior written consent
        of the indemnitor, which consent shall not be unreasonably withheld. The
        indemnitee agrees to cooperate with and assist the indemnitor in taking
        whatever action (including consenting to being named as a party to any
        suit or other proceeding) which the indemnitor determines to be
        reasonably necessary or desirable.

6.4     SOLE REMEDY. THE PROVISIONS OF SECTION 6.2 AND 6.3 STATE THE SOLE,
        EXCLUSIVE, AND ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER, TO SAP AG
        AND THEIR LICENSORS TO THE OTHER PARTY AND THE OTHER PARTY'S SOLE REMEDY
        WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY
        RIGHTS.

6.5     UNAUTHORIZED USE INDEMNITY. AP shall indemnify SAP, and its licensors,
        against all third party claims, liabilities, and costs, including
        reasonable legal fees, reasonably incurred in the defense of any claim
        (other than for the infringement of intellectual property rights
        specified in Section 6.2 above), arising out of AP's unauthorized Use of
        the Software or third-party software, provided that, SAP promptly
        notifies AP in writing of such claim and that AP is permitted to control
        fully the defense and any settlement of the claim. Further, SAP agrees
        to cooperate with and assist AP in taking whatever action (including
        consenting to being named as a party to any suit or other proceeding)
        which the AP determines to be reasonably necessary or desirable.

6.6     LIMIT OF LIABILITY. Except for the infringement indemnity obligations
        set forth in Sections 6.2 and for damages resulting from a breach of
        Section 5, neither party will be liable to the other for an amount in
        excess of $5,000,000. FURTHER, EXCEPT FOR DAMAGES RESULTING FROM
        UNAUTHORIZED USE OR DISCLOSURE OF THE PROPIETARY INFORMATION, NEITHER
        PARTY WILL BE LIABLE TO THE OTHER FOR ANY AMOUNTS FOR LOSS OF INCOME,
        PROFIT OR SAVINGS OR

                                                                         Page 12



   13
        INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL
        DAMAGES IN ADVANCE, AND ALL SUCH DAMAGES ARE EXPRESSLY DISCLAIMED. NO
        CLAIM, DEMAND FOR MEDIATION OR ARBITRATION OR CAUSE OF ACTION WHICH
        AROSE OUT OF AN EVENT OR EVENTS WHICH OCCURRED MORE THAN TWO YEARS PRIOR
        TO THE FILING OF A DEMAND FOR MEDIATION OR ARBITRATION OR SUIT ALLEGING
        A CLAIM OR CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE
        OTHER.

6.7     END USER AGREEMENT: CERTIFIED BUSINESS SOLUTION PARTNER AGREEMENTS
        INDEMNIFICATION. Subject to Section 6.6, each party shall indemnify the
        other against all claims, liabilities, awards, and costs, including
        reasonable attorneys' fees, reasonably incurred in the defense of any
        claim brought against a party (the party seeking indemnification) by end
        user customers and/or third parties relating to the indemnifying party's
        End User Agreement (as contemplated in Sections 4.2 and 4.3) or
        Certified Business Solution Partner Agreements (as contemplated in
        Section 4.6), provided that, the party seeking indemnification promptly
        notifies the other party in writing of any such claim and the
        indemnifying party is permitted to control fully the defense and any
        settlement of such claim. The party seeking indemnification shall
        reasonably cooperate in the defense of such claim and may appear, at its
        own expense, through counsel.

6.8     SURVIVAL OF ARTICLE VI. The provision of this Article VI will survive
        the expiration or termination of this Agreement for any reason.

                           ARTICLE VII. MISCELLANEOUS

7.1     ASSIGNMENT: SUBCONTRACTING.

        (A)     ASSIGNMENT. Neither party shall assign or in any manner transfer
                any obligation assumed or contemplated by this Agreement without
                the prior written consent of the other party to this Agreement,
                the granting of which shall not be unreasonably withheld;
                provided, that a change of control or acquisition of a party
                shall be considered an assignment for the purposes of this
                Section 7.1. Notwithstanding the foregoing, consent to the
                assignment to a competitor can be withheld for any reason.

        (B)     SUBCONTRACTING. Notwithstanding the forgoing and subject to
                Section 4.9(a), each party shall be reasonably permitted to
                subcontract its services in the performance of its obligations
                hereunder so long as all or substantially all of a core
                obligation is not subcontracted.

7.2.    MEDIATION: ARBITRATION. Any dispute, controversy or claim arising under,
        out of, in connection with or in relation to this Agreement, or the
        breach, termination, validity or enforceability of any provision hereof
        (a "Dispute"), if not resolved informally through negotiation between
        the parties, will be submitted to non-binding mediation. The parties
        will mutually determine who the mediator will be from a list of
        mediators obtained from the American Arbitration Association office
        located in the city determined as set forth below in this Section 7.2
        (the "AAA"). If the parties are unable to agree on the mediator, the
        mediator will be selected by the AAA. If any Dispute is not resolved
        through mediation, it will be resolved by final and binding arbitration
        conducted in accordance with

                                                                         Page 13



   14
        and subject to the Commercial Arbitration Rules of the AAA then
        applicable. One arbitrator will be selected in accordance with such
        rules, and the arbitrators will allow such discovery as is appropriate,
        consistent with the purposes of arbitration in accomplishing fair,
        speedy and cost effective resolution of disputes. The arbitrator will
        reference the rules of evidence of the Federal Rules of Civil Procedure
        then in effect in setting the scope of discovery. Judgment upon the
        award rendered in any such arbitration may be entered in any court
        having jurisdiction thereof, or application may be made to such court
        for a judicial acceptance of the award and an enforcement, as the law of
        such jurisdiction may require or allow. Any negotiation, mediation or
        arbitration conducted pursuant to this Section 7.2 will take place in
        Palo Alto, California, if initiated by SAP, and in Philadelphia, Pa, if
        initiated by AP. Other than those matters involving injunctive relief,
        claims relating to the ownership or title to intellectual property
        rights in the Proprietary Information or any action necessary to enforce
        the award of the arbitrator, the parties agree that the provisions of
        this Section 7.2 are a complete defense to any suit, action or other
        proceeding instituted in any court or before any administrative tribunal
        with respect to any Dispute or the performance of the AP Services by AP.
        Nothing in this Section 7.2 prevents the parties from exercising their
        right to terminate this Agreement in accordance with Article II.

7.3     RIGHT TO ENGAGE IN OTHER ACTIVITIES. This Agreement relates exclusively
        to the development, marketing, sales and delivery efforts of the
        Alliance Offering. In no way does this Agreement (i) constitute an
        understanding in regard to other programs or business activities of
        either party, (ii) constitute an understanding as to any other
        procurements by one party from the other, nor (iii) prevent either party
        from engaging in similar activities with other companies.

7.4     RELATIONSHIP. Nothing in this Agreement shall be deemed to constitute,
        create, give effect to, or otherwise recognize a joint venture,
        partnership, pooling arrangement, formal business entity or any type of
        permanent arrangement, and the employees of one party shall not be
        deemed employees of the other. SAP and AP shall be acting in their
        respective capacities as independent contractors and under no
        circumstances will either party be deemed to be in any relationship with
        the other carrying with it fiduciary or trust responsibilities, whether
        through partnership or otherwise, and neither party undertakes by this
        Agreement or otherwise to perform any obligation of the other party,
        whether regulatory or contractual, or to assume any responsibility for
        the other party's business or operations. Each party has the sole right
        and obligation to supervise, manage, contract, direct, procure, perform
        or cause to be performed, all work to be performed by it hereunder.
        Nothing in this Agreement shall grant to either party the right to make
        commitments of any kind for or on behalf of the other party without the
        prior written consent of the other party.

7.5     MEDIA RELEASES: ADVERTISING. All media releases, public announcements
        and public disclosures by SAP or AP relating to this Agreement or its
        subject matter, including, without limitation, promotional or marketing
        material (but not including any announcement intended solely for
        internal distribution at SAP or AP, as the case may be, or any
        disclosure required by legal, accounting or regulatory requirements
        beyond the reasonable control of SAP or AP, as the case may be) shall be
        coordinated and jointly agreed upon by the Alliance General Managers
        (subject to both company's corporate approvals) prior to the release
        thereof.

                                                                         Page 14



   15
7.6     AUDIT RIGHT. During normal business hours and at any time during which
        the SAP Software, documentation, third-party software, or other SAP
        Proprietary Information are being utilized, SAP or its authorized
        representative or licensors, shall have the right upon reasonable
        advance notice to audit and inspect AP's utilization of such items, in
        order to verify compliance with the terms of this Agreement. Such
        inspection right shall occur no more frequently than once per year
        unless the results of an inspection reveal non-compliance with the
        license in which case SAP shall be permitted re-audit within any year.
        Upon SAP's reasonable request, AP shall deliver to SAP a report, as
        defined by SAP, evidencing AP's and Customers' usage of the Software
        licensed pursuant to the SAP end User Agreement

7.7     EXCUSED PERFORMANCE. Each party shall be excused from performance
        hereunder (other than performance of obligations to make payment, if
        any) for any period and to the extent that it is prevented from
        performing pursuant hereto, in whole or in part, as a result of delays
        caused by the other or third parties or an act of God, war, civil
        disturbance, court order, labor dispute, or other cause beyond its
        reasonable control, including failures or fluctuations in electrical
        power, heat, light, air conditioning or telecommunications equipment,
        and such nonperformance shall not be a default hereunder or a ground for
        termination hereof.

7.8     NOTICES. All notices under this Agreement will be in writing and will be
        deemed to have been duly given if delivered personally or by a
        nationally recognized courier service, faxed or mailed by registered or
        certified mail, return receipt requested, postage prepaid, to the
        parties at the addresses set forth below. All notices under this
        Agreement that are addressed as provided in this Section 7.8, (a) if
        delivered personally or by a nationally recognized courier service, will
        be deemed given upon delivery, (b) if delivered by facsimile, will be
        deemed given when confirmed and (c) if delivered by mail in the manner
        described above, will be deemed given on the fifth business day after
        the day it is deposited in a regular depository of the United States
        mail. Either party may change its address or designee for notification
        purposes by giving notice to the other of the new address or designee
        and the date upon which such change will become effective.

                                                                         Page 15



   16
        In the case of AP:                     In the case of SAP:

        -------------------------------        -------------------------------
        AP Alliance General Manager            SAP Alliance General Manager

        (Address)                              (Address)

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

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

7.9     GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the laws of the State of New York, without giving effect
        to principles of conflict of laws.

7.10    ENTIRE AGREEMENT. This Agreement, including any Schedules or Exhibits
        referred to herein and attached hereto, each of which is incorporated in
        this Agreement for all purposes, constitutes the entire agreement
        between the parties with respect to the subject matter of this Agreement
        and there are no representations, understandings or agreements relating
        to this Agreement which are not fully expressed herein. No amendment,
        modification, waiver or discharge hereof shall be valid unless in
        writing and signed by an authorized representative of the party against
        which such amendment, modification, waiver or discharge is sought to be
        enforced.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized representative as of the day and year first
above written.


CORIO, INC.                                    SAP AMERICA, INC.

/s/ Signature Illegible                        /s/ Signature Illegible

BY:                                            BY:

NAME: LAURENT PACALIN                          NAME: ERIC RUBINO
      -------------------------                       -------------------------

TITLE: VP Business Development                 TITLE: COO
      -------------------------                       -------------------------

                                                                         Page 16



   17
                                    EXHIBIT 1

                            CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") made this ____th day of ______,
20___ between SAP America, Inc. having its principal place of business at 3999
West Chester Pike, Newtown Square, Pennsylvania 19073 (hereinafter referred to
as "SAP"), and ________________, having its principal place of business at
________________________ (hereinafter referred to as "AP").

WHEREAS, SAP is in the business of providing proprietary software,
documentation, and related services to its Customers;

WHEREAS, pursuant to the Marketing Alliance Agreement dated ________ __, 200___,
between SAP and AP (Marketing Agreement"), SAP and AP have jointly developed a
customer base (Customers) for which SAP has licensed its Software, Documentation
and other Proprietary Information to Company for Use in its business operations
and AP has provided hosted application services (the list of permissibly
Customers are listed on Exhibit A, attached hereto);

WHEREAS, Customers have engaged AP to perform certain facilities and/or
information systems management services as set forth in the Agreements between
AP and Customers ("Services") that will require AP to access to the Software;
and

WHEREAS, the Marketing Agreement has been terminated and Customers continue to
want to receive hosted application services from AP;

WHEREAS, SAP and/or Customers will disclose to AP the Software, whether in
source or object code, including unique concepts or techniques embodied therein,
Documentation, any Third-Party Database or Third-Party Software sublicensed from
SAP, and any other Proprietary Information for the sole purpose of allowing AP
to provide the Services to Company;

NOW THEREFORE, in consideration of disclosure to AP of such Proprietary
Information, and intending to be legally bound, the parties agree as follows:

1.      Permissible Users.

        AP agrees that it will Use the Proprietary Information solely for
providing the Services to Customers. AP shall be permitted to use, load,
execute, employ, utilize, store, and display ("Use") the SAP Software which is
licensed to a Customers listed on Exhibit A pursuant to an SAP End User
Agreement at a designated AP location. AP agrees that such Use is contingent
upon the SAP End User Customer licensing the appropriate type and number of
Users for AP's Use. AP will not Use the SAP Software to process its own business
information or to provide processing or facilities management or other services
to any other parties other than Customers listed on Exhibit A unless there is a
separate agreement executed by AP for such purposes.

2.      SAP Proprietary Information.

        (a) AP acknowledges SAP's assertion that ownership of and title in and
to all intellectual property rights, including patent, trademark, service mark,
copyright, and trade secret rights, in the Proprietary Information are and shall
remain in SAP and SAP AG and their respective licensors. AP acquires only the
right to use the Proprietary Information under the terms and conditions of this
Agreement and does not acquire any ownership rights or title in or to the
Proprietary Information and that of their respective licensors.

        (b) SAP agrees that no restrictions are made upon AP with respect to any
Proprietary Information that: (a) is already rightfully possessed by AP without
obligation of confidentiality; or (b) is developed independently by AP without
breach of this Agreement; or (c) is rightfully received by AP from a third party
without obligation of Confidentiality; or (d) is, or becomes, publicly available
without breach of this Agreement.

        (c) AP shall not remove any proprietary, copyright, trademark, or
service mark legend from the Software, Documentation or other provided
Proprietary Information.



   18
        (d) AP shall maintain a log of the number and location of all originals
and copies of the Software. The inclusion of a copyright notice on any portion
of the Software or Documentation shall not cause or be construed to cause it to
be a published work.

3.      Protection of Proprietary Information.

        (a) AP agrees that it will not disclose, provide, or make available any
of the Proprietary Information in any form to any person, except to bona fide
employees, officers, or directors whose access is necessary to enable AP to
exercise its rights hereunder, without the SAP's prior written consent.

        (b) AP shall not copy, translate, disassemble, or decompile, nor create
or attempt to create the source code from the object code of the Software
licensed hereunder or use it to create a derivative work, unless authorized in
writing by SAP.

        (c) AP acknowledges that any disclosure to third parties of Proprietary
Information may cause immediate and irreparable harm to SAP, therefore, AP
agrees to take the same protective precautions to protect the Proprietary
Information from disclosure to third parties as it takes with its own
proprietary and Proprietary information of a similar nature.

4.      Duties Upon Termination.

        Upon any termination of the License Agreement between a Customer and SAP
or the agreement for the Services between a Customer and AP, AP shall
immediately cease Use of the Proprietary Information and shall irretrievably
delete the Software, Third-Party Database and Documentation from all AP computer
hardware, including CPU, application servers, terminals, workstations, and data
files with respect to that Customer. Within thirty days after any termination,
AP shall deliver to SAP at AP's expense (adequately packaged and insured for
safe delivery) or, at SAP's request, destroy all copies of the Proprietary
Information in every form. AP further agrees to erase the Software and
Documentation from any storage media. AP shall certify in writing to SAP that it
has performed the foregoing. Upon termination of this Agreement, AP shall
perform the above duties in regards to all Customers.

5.      No Rights Transferred.

        The furnishing of the Proprietary Information for the limited purposes
set forth herein does not constitute the grant, option, license, sublicense,
assignment, or other form of transfer to AP of any rights, title or interest in
or to such Proprietary Information.

6.      Indemnification.

        (a) AP agrees to indemnify and defend SAP, its parent, affiliates, its
and their officers, directors and employees, from and against any and all loss,
claim or damage, including attorney's fees and costs, which SAP may suffer, that
arise from or are in any way connected with AP's provision of the Services to
Company or breach of AP's obligations hereunder provided that, SAP promptly
notifies AP in writing of any third party claim and that AP is permitted to
control fully the defense and any settlement of the third party claim. Further,
SAP agrees to cooperate with and assist AP in taking whatever action (including
consenting to being named as a party to any suit or other proceeding) which the
AP determines to be reasonably necessary or desirable.

        (b) ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, UNDER NO
CIRCUMSTANCES SHALL SAP BE LIABLE TO AP, COMPANY OR ANY OTHER PERSON OR ENTITY
FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL
OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION,
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.
THE FOREGOING LIMITATIONS OF LIABILITY DOES NOT APPLY TO PERSONAL INJURY OR
DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SAP.

7.      Assignment.

        AP shall not assign or in any manner transfer any obligation assumed or
contemplated by this Agreement without the prior written consent of SAP, the
granting of which shall not be unreasonably withheld; provided, that a change of
control or acquisition of a party shall be considered an assignment for the
purposes of this Section 7. Notwithstanding the foregoing, consent to the
assignment to a competitor of SAP can be withheld for any reason.


   19
8.      Miscellaneous.

        (a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors assigns.

        (b) The provisions of this Agreement, together with any agreements
incorporated or referred to herein, shall (i) with regard to the subject matter
hereof, supersede all prior agreements and negotiations, and (ii) be modified
only by a written agreement.

        (c) In the event that any provision of this Agreement shall, for any
reason, be determined to be invalid, illegal, or unenforceable in any respect,
the parties hereto shall negotiate in good faith and agree to such amendments,
modifications, or supplements of or to this Agreement or such other appropriate
actions as shall, to the maximum extent practicable in light of such
determination, implement and give effect to the intentions of the parties as
reflected herein, and the other provisions of this Agreement shall, as so
amended, modified, or supplemented, or otherwise affected by such action, remain
in full force and effect.

        (d) This Agreement shall be governed by and construed under the
Commonwealth of Pennsylvania law without reference to its conflicts of law
principles.

This Agreement shall be in effect beginning on the date first above written and
shall continue in effect until otherwise agreed upon by the parties in writing.

IN WITNESS HEREOF, and intending to be legally bound, the parties have executed
this Agreement on the date and year first written above.

SAP AMERICA, INC.                                         Corio Inc (AP)


By:                                        By:    /s/ Signature Illegible
   ------------------------------              ---------------------------

Title:                                     Title: VP Business ??.
      ---------------------------                -------------------------

Date:                                      Date: 2/14/00
      ---------------------------              ---------------------------



   20
                                    EXHIBIT 2

                            CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") made this ____th day of____, 200__
between SAP America, Inc. having its principal place of business at 3999 West
Chester Pike, Newtown Square, Pennsylvania 19073 (hereinafter referred to as
"SAP"), _____________________, having its principal place of business at
_________________ (hereinafter referred to as "AP") and ______________________,
having its principal place of business at _________________, hereinafter
referred to as ("Company").

All terms as set forth in the SAP America, Inc. R/3 End-User Value License
Agreement ("License Agreement") and referred to herein, shall have the same
meaning as set forth in the License Agreement unless otherwise modified herein.

WHEREAS, SAP is in the business of providing proprietary software,
documentation, and related services to its Customers;

WHEREAS, Pursuant to the License Agreement dated _____ __, 200__, between SAP
and Company, SAP has licensed its Software, Documentation and other Proprietary
Information to Company for Use in its business operations;

WHEREAS, Company has engaged AP to perform certain facilities and/or information
systems management services as set forth in the ____________________ Agreement
between AP and Company dated ______________ ("Services") that will require AP to
have access to the Software; and

WHEREAS, SAP and/or Company will disclose to AP the Software, whether in source
or object code, including unique concepts or techniques embodied therein,
Documentation, any Third-Party Database or Third-Party Software sublicensed from
SAP, and any other Proprietary Information for the sole purpose of allowing AP
to provide the Services to Company;

NOW THEREFORE, in consideration of disclosure to AP of such Proprietary
Information, and intending to be legally bound, the parties agree as follows:

1.      Permissible Users.

        AP agrees that it will Use the Proprietary Information solely for
providing the Services to Company. AP shall be permitted to use, load, execute,
employ, utilize, store, and display ("Use") the SAP Software which is licensed
to Company pursuant to an SAP End User Agreement listed at a designated AP
location. AP agrees that such Use is contingent upon Company licensing the
appropriate type and number of Users for AP's Use. AP will not Use the SAP
Software to process its own business information or to provide processing or
facilities management or other services to any other parties other than Company
unless there is a separate agreement executed by AP for such purposes.

2.      SAP Proprietary Information.

        (a) AP acknowledges SAP's assertion that ownership of and title in and
to all intellectual property rights, including patent, trademark, service mark,
copyright, and trade secret rights, in the Proprietary Information are and shall
remain in SAP and SAP AG and their respective licensors. AP acquires only the
right to use the Proprietary Information under the terms and conditions of this
Agreement and does not acquire any ownership rights or title in or to the
Proprietary Information and that of their respective licensors.

        (b) SAP agrees that no restrictions are made upon AP with respect to any
Proprietary Information that: (a) is already rightfully possessed by AP without
obligation of confidentiality; or (b) is developed independently by AP without
breach of this Agreement; or (c) is rightfully received by AP from a third party
without obligation of Confidentiality; or (d) is, or becomes, publicly available
without breach of this Agreement.

        (c) AP shall not remove any proprietary, copyright, trademark, or
service mark legend from the Software, Documentation or other provided
Proprietary Information.



   21
        (d) AP shall maintain a log of the number and location of all originals
and copies of the Software. The inclusion of a copyright notice on any portion
of the Software or Documentation shall not cause or be construed to cause it to
be a published work.

3.      Protection of Proprietary Information.

        (a) AP agrees that it will not disclose, provide, or make available any
of the Proprietary Information in any form to any person, except to bona fide
employees, officers, or directors whose access is necessary to enable AP to
exercise its rights hereunder, without the SAP's prior written consent.

        (b) AP shall not copy, translate, disassemble, or decompile, nor create
or attempt to create the source code from the object code of the Software
licensed hereunder or use it to create a derivative work, unless authorized in
writing by SAP.

        (c) AP acknowledges that any disclosure to third parties of Proprietary
Information may cause immediate and irreparable harm to SAP, therefore, AP
agrees to take the same protective precautions to protect the Proprietary
Information from disclosure to third parties as it takes with its own
proprietary and Proprietary information of a similar nature.

4.      Duties Upon Termination.

        Upon any termination of the License Agreement of the Services hereunder,
AP shall immediately cease Use of the Proprietary Information and shall
irretrievably delete the Software, Third-Party Database and Documentation from
all AP computer hardware, including CPU, application servers, terminals,
workstations, and data files. Within thirty days after any termination, AP shall
deliver to SAP at AP's expense (adequately packaged and insured for safe
delivery) or, at SAP's request, destroy all copies of the Proprietary
Information in every form. AP further agrees to erase the Software and
Documentation from any storage media. AP shall certify in writing to SAP that it
has performed the foregoing.

5.      No Rights Transferred.

        The furnishing of the Proprietary Information for the limited purposes
set forth herein does not constitute the grant, option, license, sublicense,
assignment, or other form of transfer to AP of any rights, title or interest in
or to such Proprietary Information.

6.      Modifications and Extensions.

        AP, under the terms of this Agreement, expressly warrants and represents
on its behalf, and on behalf of its agents and employees, that no Modifications
or Extensions for the licensed Software will be performed without providing
prior written notice to SAP. All Modifications and Extensions to the Software
owned by SAP shall be considered part of the Software for purposes of this
Agreement.

7.      Indemnification.

        (a) AP agrees to indemnify and defend SAP, its parent, affiliates, its
and their officers, directors and employees, from and against any and all loss,
claim or damage, including attorney's fees and costs, which SAP may suffer, that
arise from or are in any way connected with AP's provision of the Services to
Company or breach of AP's obligations hereunder provided that, SAP promptly
notifies AP in writing of any third party claim and that AP is permitted to
control fully the defense and any settlement of the third party claim. Further,
SAP agrees to cooperate with and assist AP in taking whatever action (including
consenting to being named as a party to any suit or other proceeding) which the
AP determines to be reasonably necessary or desirable.

        (b) ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, UNDER NO
CIRCUMSTANCES SHALL SAP BE LIABLE TO AP, COMPANY OR ANY OTHER PERSON OR ENTITY
FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL
OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION,
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.
THE FOREGOING LIMITATIONS OF LIABILITY DOES NOT APPLY TO PERSONAL INJURY OR
DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SAP.



   22
8.      Assignment.

        AP shall not assign or in any manner transfer any obligation assumed or
contemplated by this Agreement without the prior written consent of SAP, the
granting of which shall not be unreasonably withheld; provided, that a change of
control or acquisition of a party shall be considered an assignment for the
purposes of this Section 8. Notwithstanding the foregoing, consent to the
assignment to a competitor of SAP can be withheld for any reason.

9.      Miscellaneous.

        (a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors assigns.

        (b) The provisions of this Agreement, together with any agreements
incorporated or referred to herein, shall (i) with regard to the subject matter
hereof, supersede all prior agreements and negotiations, and (ii) be modified
only by a written agreement.

        (c) In the event that any provision of this Agreement shall, for any
reason, be determined to be invalid, illegal, or unenforceable in any respect,
the parties hereto shall negotiate in good faith and agree to such amendments,
modifications, or supplements of or to this Agreement or such other appropriate
actions as shall, to the maximum extent practicable in light of such
determination, implement and give effect to the intentions of the parties as
reflected herein, and the other provisions of this Agreement shall, as so
amended, modified, or supplemented, or otherwise affected by such action, remain
in full force and effect.

        (d) This Agreement shall be governed by and construed under the
Commonwealth of Pennsylvania law without reference to its conflicts of law
principles.

This Agreement shall be in effect beginning on the date first above written and
shall continue in effect until otherwise agreed upon by the parties in writing.

IN WITNESS HEREOF, and intending to be legally bound, the parties have executed
this Agreement on the date and year first written above.

SAP AMERICA, INC.                                                (AP)
                                             --------------------

By:                                          By: 
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Title:                                       Title:
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Date:                                        Date: 
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                     (Company)
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By: 
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Title:
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Date:
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