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Exhibit 10.34

[Oracle Logo]

ORACLE ALLIANCE AGREEMENT

This Oracle Alliance Agreement (the "Agreement") is between Oracle Corporation
("Oracle") and the Alliance Member identified below. The terms of this
Agreement shall apply to each Program license granted and to all services
provided by Oracle under this Agreement, which will be identified on one or
more Order Forms.

1. DEFINITIONS

1.1 "COMMENCEMENT DATE" means the date on which the Programs are delivered by
Oracle, or if no delivery is necessary, the Effective Date set forth on
the relevant order form.

1.2 "DESIGNATED SYSTEM" shall mean the computer hardware and operating system
designated on the relevant order form or Sublicense report for use in
conjunction with a Sublicensed Program, Development License, or
Marketing Support License.

1.3 "DOCUMENTATION" Means the user guides and manuals for installation and
use of the Program software. Documentation is provided in CD-ROM or
bound form, whichever is generally available.

1.4 "ORDER FORM" shall mean the document in hard copy of electronic form by
which the Alliance Member orders Program licenses, Sublicenses, and
services, and which is agreed to by the parties. The Order Form shall
reference the Effective Date of this Agreement.

1.5 "PROGRAM" shall mean the software in object code form distributed by
Oracle for which the Alliance Member is granted a license or grants a
Sublicense pursuant to this Agreement; and the media, Documentation, and
Updates therefor.

1.5 "SUBLICENSE ADDENDA" shall mean the addenda to this Agreement specifying
additional Sublicense terms and Sublicense rates and fees for the
various types of Sublicenses which may be granted by the Alliance Member.

1.7 "SUBLICENSE" shall mean a nonexclusive, nontransferable right granted
by or through the Alliance Member to an end user to use an object code
copy of the Programs with the Value-Added Package under authority of a
Sublicense Addendum. "Sublicensee" shall mean a third party who is
granted a Sublicense of the Programs with the Value-Added Package for
such party's own internal data processing purposes and not for purposes
of any further distribution.

1.8 "TECHNICAL SUPPORT" means Program support provided under Oracle's
policies in effect on the date Technical Support is ordered.

1.9 "UPDATE" shall mean a subsequent release of a Program which Oracle makes
generally available for Program Licenses at no additional license
fee other than media and handling charges, provided the Alliance Member
has ordered Technical Support for such licenses for the relevant time
period. Updates shall not include any release, option or future product
which Oracle licenses separately.

1.10 "VALUE-ADDED PACKAGE" shall mean the hardware or software products or
services having added value which are developed, sold, and/or licensed
with the Programs to a Sublicensee by the Alliance Member, as provided
under the applicable Sublicense Addenda.

2. RIGHTS GRANTED
2.1 DEVELOPMENT LICENSES AND TRIAL LICENSES
A. Oracle grants to the Alliance Member a nonexclusive license to use
the Development Licenses the Alliance Member obtains under this
Agreement and applicable Sublicense Addenda, as follows:

1. to develop or prototype the Value-Added Package on the Designated
System or on a backup system if the Designated System is inoperative, up
to any applicable maximum number of designated Users or other such
limitation as may be applicable;

2. to demonstrate the Programs to potential Sublicensees safely in
conjunction with the Value-Added Package;

3. to provide training and technical support to employees and to
customers solely in conjunction with the Value-Added package;

4. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and

5. to copy the Programs for archival or backup purposes; no other
copies shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the
Programs are subject to the terms of this Agreement.

6. The Alliance Member may order temporary trial licenses ("Trial
Licenses") for its evaluation purposes only, and not for development or
prototype purposes, for use during a period specified in the Order Form.
Each Order Form for Trial Licenses shall clearly state the trial period
and shall identify that the order is for a Trial License.

2.2 MARKETING SUPPORT LICENSES
Oracle grants to the Alliance Member a nonexclusive license to use
the Marketing Support Licenses the Alliance Member obtains under this
Agreement and applicable Sublicense Addenda, as follows:

A. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package, up to any applicable maximum
number of designated Users or other such limitation as may be applicable;

B. to develop customized prototypes of the Value-Added Package for
prospective Sublicensees on the Designated System if the Alliance Member
does not receive any fees related to the development of such customized
prototypes;

C. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and

D. to copy the programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the
Programs are subject to the terms of this Agreement.

2.3 SUBLICENSING
A. License to Sublicense Programs

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As further set forth in the applicable Sublicense Addenda, Oracle hereby
grants the Alliance Member a nonexclusive, nontransferable license to market
and grant Sublicenses, as set forth in such Sublicense Addenda and at the rates
and fees set forth in such Sublicense Addenda. The Alliance Member shall only
have the right to Sublicense Programs pursuant to an effective Sublicense
Addendum between the parties hereto

The Alliance Member shall Sublicense the Programs solely through a written
Sublicense agreement as provided under Section 2.3.9. Upon Oracle's request, the
Alliance Member shall provide Oracle with a copy of the Alliance Member's
standard Sublicense agreement.

B. SUBLICENSE AGREEMENT

Every Sublicense agreement shall include, at a minimum, contractual
provisions with:

1. Restrict use of the Programs to object code, subject to the restrictions
provided under the applicable Sublicense Addenda and consistent with the
Sublicense fees payable to Oracle;

2. Prohibit (a) transfer of the Programs except for temporary transfer in the
event to computer malfunction; (b) assignment, timesharing and rental of the
Programs; and (c) title to the Programs from passing to the Sublicensee or any
other party;

3. Prohibit the reverse engineering, disassembly or decompilation of the
Programs and prohibit duplication of the Programs except for a single backup or
archival copy;

4. Disclaim, to the extent permitted by applicable law, Oracle's liability for
any damages, whether direct, indirect, incidental or consequential, arising from
the use of the Programs;

5. Require the Sublicensee, at the termination of the Sublicense, to discontinue
use and destroy or return to the Alliance Member all copies of the Programs and
Documentation;

6. Prohibit publication of any results of benchmark tests run on the Programs;

7. Require the Sublicensee to comply fully with all relevant export laws and
regulations of the United States to assure that neither the Programs, nor any
direct product thereof, are exported, directly or indirectly, in violation of
United States law; and

8. Specify Oracle as a third party beneficiary of the Sublicense agreement to
the extent permitted by applicable law.

C. MARKETING/SUBLICENSING PRACTICES

In marketing and Sublicensing the Programs, the Alliance Member shall:

1. Not engage in any deceptive, misleading, illegal, or unethical practices
that may be detrimental to Oracle or to the Programs;

2. Not make any representations, warranties, or guarantees to Sublicensees
concerning the Programs that are inconsistent with or in addition to those made
in the Agreement or by Oracle; and

3. Comply with all applicable federal, state, and local laws and regulations in
performing its duties with respect to the Programs.

2.4 LIMITATIONS ON USE

The Alliance Member shall not use or duplicate the Programs (including the
Documentation) for any purpose other than as specified in this Agreement or
make the Programs available to unauthorized third parties. The Alliance Member
shall not (a) use the Programs for its internal data processing or for
processing customer data; (b) rent, electronically distribute, or timeshare the
Programs or market the Programs by interactive cable or remote processing
services or otherwise distribute the Programs other than as specified in this
Agreement; or (c) cause or permit the reverse engineering, disassembly, or
decompilation of the Programs, except to the extent required to obtain
interoperability with other independently created software or as specified by
law.

2.5 TITLE

Oracle shall retain all title, copyright, and other proprietary rights in
the Programs and any modifications or translations thereof. The Alliance Member
and its Sublicensees do not acquire any rights in the Programs other than those
specified in this Agreement.

2.6 TRANSFER OF PROGRAMS

The Alliance Member may transfer a Development License or Marketing
Support License within its organization upon notice to Oracle; transfers are
subject to the terms and fees specified in Oracles' transfer policy in effect
at the time of the transfer.

2.7 USE OF PROGRAMS BY THIRD PARTIES

The Alliance Member and each Sublicensee (as the case may be) shall have
the right to allow third parties to use each such party's licensed Programs for
the licensee's operations so long as the applicable licensee ensures that use
of the Programs is in accordance with the terms of this Agreement or the
applicable Sublicense agreement.

3. TECHNICAL SERVICES

3.1 TECHNICAL SUPPORT SERVICES

Technical Support services ordered by this Alliance Member will be
provided under Oracle's Technical Support policies in effect on the date
Technical Support is ordered.

3.2 TRAINING SERVICES

Oracle will provide training services agreed to by the parties under the
terms of this Agreement. For any on-site services requested by the Alliance
Member, the Alliance Member shall reimburse Oracle for actual, reasonable travel
and out-of-pocket expenses incurred.

4. FEES AND PAYMENTS

4.1 LICENSE FEES AND SUBLICENSE FEES

The Alliance Member may order Development Licenses or Marketing Support
Licenses at the standard Program license fees set forth in the Price List or at
the fees otherwise provided in a Sublicense Addendum. For each Sublicense
granted by the Alliance Member, the Alliance Member agrees to pay Oracle a
Sublicense fee as set forth in the applicable Sublicense Addenda. The Alliance
Member shall not be relieved of its obligation to pay Sublicense fees owed to
Oracle by the nonpayment of such fees by the Sublicensee.

The Alliance Member is free to determine unilaterally its own license fees
to its Sublicensees. If the Alliance Member or a Sublicensee upgrades the
Programs to a larger computer, transfers the Programs outside the United States
and/or to another operating system, or increases the licensed number of Users,
the Alliance Member will pay additional Sublicense fees to Oracle as provided
under the Oracle's transfer policies and rates in effect at the time the
Program is upgraded or transferred.

4.2 TECHNICAL SUPPORT FEES

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Technical Support services ordered by the Alliance Member for
Development Licenses and Marketing Support Licenses will be provided
under Oracle's Technical Support policies and rates in effect on the
date Technical Support is ordered.

4.3 GENERAL PAYMENT TERMS

Except as otherwise provided in a Sublicense Addendum, all fees shall
be due and payable 30 days from the invoice date. Fees due by the
Alliance Member shall not be subject to set off for any claims against
Oracle. All payments made shall be in United States currency and shall
be made without deductions based on any taxes or witholdings, except
where such deduction is based on Oracle's gross income. Any amounts
payable by the Alliance Member hereunder which remain unpaid after the
due date shall be subject to a late charge equal to 1.5% per month from
the due date until such amount is paid. The Alliance Member agrees to
pay applicable media and shipping charges. The Alliance Member shall
issue a purchase order, or alternative document acceptable to Oracle, on
or before the Effective Date of the applicable Order Form.

4.4 TAXES

The fees listed in this Agreement do not include taxes: If Oracle is
required to pay sales, use, property, value-added, or other taxes based
on the Licenses, Sublicenses or services granted under this Agreement or
on the Alliance Member's or a Sublicensee's use of Programs or services,
then such taxes shall be billed to and paid by the Alliance Member. This
shall not apply to taxes based on Oracle's income.

5. RECORDS

5.1 RECORDS INSPECTION

The Alliance Member shall maintain adequate books and records in
connection with activity under this Agreement. Such records shall
include, without limitation, executed Sublicense agreements, the
information required in or related to the Sublicense reports required
under a Sublicense Addendum, the number of copies of Programs used or
Sublicensed by the Alliance Member, the computers on which the Programs
are installed, and the number of Users using the Programs. Oracle may
audit the relevant books and records of the Alliance Member and Alliance
Member's use of the Programs. Any such audit shall be conducted during
regular business hours at the Alliance Member's offices and shall not
interfere unreasonably with the Alliance Member's business activities.
If an audit reveals that the Alliance Member has underpaid fees to
Oracle, the Alliance Member shall be invoiced for such underpaid fees.
Audits shall be made no more than once annually.

5.2 NOTICE OF CLAIM

The Alliance Member will notify the Oracle legal department promptly
in writing of: (a) any claim or proceeding involving the Programs that
comes to its attention; and (b) any material change in the management or
control of the Alliance Member.

6. TERM AND TERMINATION

6.1 TERM

This Agreement shall become effective on the Effective Date and shall
be valid until the expiration or termination of all Sublicense Addenda
hereunder, unless terminated earlier as set forth herein. If not
otherwise specified on the Order Form, each Program license granted
under this Agreement shall remain in effect perpetually under the terms
of this Agreement unless the license or this Agreement is terminated as
provided in this Article 8. The term of each Sublicense Addendum
hereunder shall be as set forth in each such Addendum.

6.2 TERMINATION BY THE ALLIANCE MEMBER

The Alliance Member may terminate any Program license or any
Sublicense Addenda at any time; however, termination shall not relieve
the Alliance Member's obligations specified in Section 6.5.

6.3 TERMINATION BY ORACLE

Oracle may terminate any Program license, any Sublicense Addenda, or
this Agreement upon written notice if the Alliance Member materially
breaches this Agreement and fails to correct the breach within 30 days
following written notice specifying the breach.

6.4 FORCE MAJEURE

Neither party shall be liable to the other for failure or delay in
the performance of a required obligation if such failure or delay is
caused by strike, riot, fire, flood, natural disaster, or other similar
cause beyond such party's control, provided that such party gives prompt
written notice of such condition and resumes its performance as soon as
possible, and provides further that the other party may terminate this
Agreement if such condition continues for a period of one hundred eighty
(180) days.

6.5 EFFECT OF TERMINATION

Upon expiration or termination of a Sublicense Addendum or this
Agreement, all of the Alliance Member's rights to market and Sublicense
the Programs as set forth in such Sublicense Addendum of this Agreement
shall cease.

The termination of this Agreement, a Sublicense Addendum, or any
license shall not limit either party from pursuing any other remedies
available to it, including injunctive relief, nor shall such termination
relieve the Alliance Member's obligation to pay all fees that have
accrued or that are owed by the Alliance Member under a Sublicense
Addendum or any Order Form, or that appear in a Sublicense report. The
parties' rights and obligations under Sections 2.4, 2.5, 2.6 and
Articles 4, 5, 6, 7, and 8 shall survive termination of this Agreement.
Upon termination, the Alliance Member shall cease using, and shall
return or destroy, all copies of the applicable Programs.

7. INDEMNITY, WARRANTIES, REMEDIES

7.1 INFRINGEMENT INDEMNITY

Oracle will defend and indemnify the Alliance Member against a claim
that Programs infringe a copyright or patent or other intellectual
property right, provided that: (a) the Alliance Member notifies Oracle
in writing within 30 days of the claim; (b) Oracle has sole control of
the defense and all related settlement negotiations; and (c) the
Alliance Member provides Oracle with the assistance, information and
authority necessary to perform Oracle's obligations under this Section.
Reasonable out-of-pocket expenses incurred by the Alliance Member in
providing such assistance will be reimbursed by Oracle. Oracle shall
have no liability for any claim of infringement based on use of a
superseded or altered release of Programs if the infringement would have
been avoided by the use of a

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current unaltered release of the Programs which Oracle provides to the
Alliance Member.

In the event the Programs are held or are believed by Oracle to
infringe. Oracle shall have the option, at its expense, to (a) modify the
Programs to be noninfringing; or (b) obtain for the Alliance Member a
license to continue using the Programs. If it is not commercially
reasonable to perform either of the above options, then Oracle may
terminate the license for the infringing Programs and refund the license
fees paid for these Programs. This Section 7.1 states Oracle's entire
liability and the Alliance Member's exclusive remedy for infringement.

7.2 WARRANTIES AND DISCLAIMERS

A. PROGRAM WARRANTY

Oracle warrants for a period of one year from the Commencement Date
that each unmodified Program will perform the functions described in the
Documentation.

B. MEDIA WARRANTY

Oracle warrants the tapes, diskettes or other media to be free of
defects in materials and workmanship under normal use for 90 days from the
Commencement; Date.

C. SERVICES WARRANTY

Oracle warrants that its Technical Support and training services will
be performed consistent with generally accepted industry standards. This
warranty shall be valid for 90 days from performance of service.

D. DISCLAIMERS

THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Oracle does not warrant that the Programs will operate in
combinations other than as specified in the Documentation or that the
operation of the Programs will be uninterrupted or error free.
Pre-Production releases of Programs and computer-based training products
and distributed "As is."

The Alliance Member shall not make any warranty on Oracle's behalf.

7.3 EXCLUSIVE REMEDIES

For any breach of the warranties contained in Section 7.2 above, the
alliance Member's exclusive remedy, and Oracle's entire liability, shall
be:

A. FOR PROGRAMS

The correction of Program errors that cause breach of the warranty,
or if Oracle is unable to make the Program operate as warranted, the
Alliance Member shall be entitled to recover the fees paid to Oracle for
the Program license.

B. FOR MEDIA

The replacement of defective media returned within 90 days of the
Commencement Date.

C. FOR SERVICES

The reperformance of the services, or if Oracle is unable to perform
the services as warranted, the Alliance Member shall be entitled to
recover the fees paid to Oracle for the unsatisfactory services.

7.4 INDEMNIFICATION OF ORACLE

The Alliance Member agrees to enforce the terms of its Sublicense
agreement required by the Agreement so as to effect a timely cure of any
Sublicense breach, and to notify Oracle of any known breach of such terms.
The Alliance Member will defend and indemnify Oracle against:

A. All claims and damages to Oracle arising from any use by the Alliance
Member or its Sublicensees of any product not provided by Oracle but used
in combination with the Programs if such claim would have been avoided by
the exclusive use of the Programs; and

B. All claims and damages to Oracle caused by the Alliance Member's
failure to include the required contractual terms set forth in Section
2.3B hereof in each Sublicense agreement.

7.5 EQUITABLE RELIEF

The Alliance Member acknowledges that any breach of its obligations
with respect to proprietary rights of Oracle will cause Oracle irreparable
injury for which there are inadequate remedies at law and that Oracle
shall be entitled to equitable relief in addition to all other remedies
available to it.

8. GENERAL, TERMS AND CONDITIONS

8.1 NONDISCLOSURE

By virtue of this Agreement, the parties may have access to
information that is confidential to one another ("Confidential
Information"), Confidential Information shall be limited to the Programs,
the terms and pricing under this Agreement, and all information
clearly identified as confidential.

A party's Confidential Information shall not include information
that: (a) is or becomes a part of the public domain through no act or
omission of the other party; (b) was in the other party's lawful
possession prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without restriction
on disclosure; or (d) is independently developed by the other party. The
Alliance Member shall not disclose the results of any benchmark tests of
the Programs to any third party without Oracle's prior written approval.

The parties agree to hold each other's Confidential Information in
confidence during the term of this Agreement and for a period of two years
after termination of this Agreement. The parties agrees, unless required
by law, not to make each other's Confidential Information available in
any form to any third party for any purpose other than the implementation
of this Agreement. Each party agrees to take all reasonable steps to
ensure that Confidential Information is not disclosed or distributed by
its employees or agents in violation of the terms of this Agreement.

8.2 COPYRIGHTS

The Programs are copyrighted by Oracle. The Alliance Member shall retain
all Oracle copyright notices on the Programs used by the Alliance Member
under its Development Licenses or Marketing Support Licenses. The
Alliance Member shall include the following on all copies of the Programs
in software Value-Added Packages incorporating the Programs distributed by
the Alliance Member:

A. A reproduction of Oracle's copyright notice; or

B. A copyright notice indicating that the copyright is vested in the
Alliance Member containing the following

1. A "d" in a circle and the word "copyright";
2. The Alliance Members Name;

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3. The date of copyright; and

Such notices shall be placed on the Documentation, the sign-on
screen for any software Value-Added Package incorporating the Programs, and
the diskette or tape labels. Notwithstanding any copyright notice by the
Alliance Member to the contrary, the copyright to the Program included in
any such application package shall remain in Oracle. Other than as
specified above, on any reproduction or translation of any Programs,
Documentation, or promotional material, the Alliance Member agrees to
reproduce Oracle's copyright notices intact.

8.3 TRADEMARKS

"Oracle" and any other trademarks and service marks adopted by Oracle to
identify the Programs and other Oracle products and services belong to
Oracle; the Alliance Member will have no rights in such marks except as
expressly set forth herein and as specified in writing from time to time.
The Alliance Member's use of Oracle's trademarks shall be under Oracle's
trademark policies and procedures in effect from time-to-time. The
Alliance Member agrees not to use the trademark "ORACLE," or any mark
beginning with the letters "Ora," or any other mark likely to cause
confusion with the trademark "ORACLE" as any portion of the Alliance
Member's tradename, trademark for the Alliance Member's Value-Added
Package, or trademark for any other products of the Alliance Member. The
Alliance Member shall have the right to use the trademark "ORACLE" and
other Oracle trademarks solely to refer to Oracle's Programs, products and
services.

The Alliance Member agrees with respect to each registered trademark of
Oracle, to include in each advertisement, brochure, or other such use of
the trademark, the trademark symbol "circle R" and the following
statement:

_____ is a registered trademark of Oracle Corporation, Redwood City,
California.

Unless otherwise notified in writing by Oracle, the Alliance Member
agrees with respect to every other trademark of Oracle, to include in each
advertisement, brochure, or other such use of the trademark, the symbol
"TM" and the following statement:

_____ is a trademark of Oracle Corporation, Redwood City, California.

The Alliance Member shall not market the Oracle Programs in any
way which implies that the Oracle Programs are the proprietary product of
the Alliance Member or of any party other than Oracle. Oracle shall not
have any liability to the Alliance Member for any claims made by third
parties relating to the Alliance Member's use of Oracle's trademarks.

6.4 RELATIONSHIPS BETWEEN PARTIES

In all matters relating to this Agreement, the Alliance Member
will act as an independent contractor. The relationship between Oracle and
the Alliance Member is that of licensor/licensee. Neither party will
represent that it has any authority to assume or create any obligation,
express or implied, on behalf of the other party, nor to represent
the other party as agent, employee, franchisee, or in any other capacity.
Nothing in the Agreement shall be construed to limit either party's right
to independently develop or distribute software which is functionally
similar to the other party's product, so long as proprietary information
of the other party is not included in such software.

8.6 ASSIGNMENT

The Alliance Member may not assign or otherwise transfer any rights
under this Agreement without Oracle's prior written consent.

8.9 NOTICE

All notices, including notices of address change, required to be sent
hereunder shall be in writing and shall be deemed to have been given when
mailed by first class mail to the first address listed in the relevant
Order Form (if to the Alliance Member) or to the Oracle address on the
Order Form (if to Oracle).

To expedite order processing, the Alliance Member agrees that Oracle may
treat documents faxed by the Alliance Member to Oracle as original
documents; nevertheless, either party may require the other to exchange
original signed documents.

8.7 GOVERNING LAW JURISDICTION

This Agreement, and all matters arising out of or relating to this
Agreement, shall be governed by the substantive and procedural laws of the
State of California and shall be deemed to be executed in Redwood
City, California. The parties agree that any legal action or proceeding
relating to this Agreement shall be instituted in any state or federal
court in San Francisco or San Mateo County, California. Oracle and
the Alliance Member agree to submit to the jurisdiction of, and agree that
venue is proper in, these courts in any such legal action or proceeding.

8.9 SEVERABILITY

In the event any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement will remain in
full force and effect.

8.9 EXPORT

The Alliance Member agrees to comply fully with all relevant export laws
and regulations of the United States ("Export Law") to assure that neither
the Programs, nor any direct product thereof, are (a) exported, directly
or indirectly, in violation of Export Laws; or (b) are intended to be used
for any purposes prohibited by the Export Laws, including, without
limitation, nuclear, chemical, or biological weapons proliferation.

8.10 LIMITATION OF LIABILITY

In no event shall either party be liable for any indirect, incidental,
special or consequential damages, or damages for loss of profits, revenue,
data or use, incurred by either party or any third party, whether in an
action in contract or tort, even if the other party or any other person
has been advised of the possibility of such damages. Oracle's liability
for damages hereunder shall in no event exceed the amount of fees paid by
the Alliance Member under this Agreement, and if such damages result from
the Alliance Member's or Sublicensee's use of the Program or services,
such liability shall be limited to fees paid for the relevant Program or
services giving rise to the liability.

The provisions of this Agreement allocate the risks between Oracle
and the Alliance Member. Oracle's pricing

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reflects this allocation of risk and the limitation of liability specified
herein.

8.11 FEDERAL GOVERNMENT SUBLICENSES

If the Alliance Member grants a Sublicense to the United States
government, the Programs shall be provided with "Restricted Rights" and the
Alliance Member will place a legend. In addition to applicable copyright
notices, on the documentation, and on the tape or diskette label, substantially
similar to the following:

RESTRICTED NIGHTS LEGEND

Programs delivered subject to the DOD FAR Supplement are "commercial computer
software" and use, duplication and disclosure of the Programs shall be subject
to the licensing restrictions set forth in the applicable license agreement.
Otherwise, Programs delivered subject to the Federal Acquisition Regulations
are "restricted computer software" and use, duplication and disclosure of the
Programs shall be subject to the restrictions in FAR 52.227.14, Right in Data -
General, including Alternate III (June 1987)."

8.12 WAIVER

The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other or subsequent default or breach.
Except for actions for non-payment or breach of Oracle's proprietary rights in
the Programs, no action, regardless of form, arising out of this Agreement may
be brought by either party more than two years after the cause of action has
accrued.

8.13 ENTIRE AGREEMENT

This Agreement constitutes the complete agreement between the parties
and supersedes all prior or contemporaneous agreements or representations,
written or oral, concerning the subject matter of this Agreement. This
Agreement may not be modified or amended except in a writing signed by a duly
authorized representative of each party; no other act, document, usage or
custom shall be deemed to amend or modify this Agreement.

It is expressly agreed that the terms of this Agreement and any Order
Form shall supersede the terms in any Alliance Member purchase order or other
ordering document. This Agreement shall also supersede the terms of any
unsigned or "shrinkwrap" license included in any package, media, or electronic
version of Oracle-furnished software and any such software shall be licensed
under the terms of this Agreement, provided that the use limitations contained
in an unsigned ordering document shall be effective for the specified licenses.

The Effective Date of this Agreement shall be March 4, 1998

EXECUTED BY THE ALLIANCE MEMBER: EXECUTED BY ORACLE CORPORATION:

Authorized Signature /s/ Kenneth L. Conley Authorized Signature: /s/ Daniel J. Draayers
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Name: Kenneth L. Conley Name: Daniel J. Draayers
------------------------------------- --------------------------------------

Title: Pres. & COO Title: Contract Manager
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Oracle Corporation
500 Oracle Parkway
Redwood Shores, GA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation
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AMENDMENT ONE
to the
ORACLE ALLIANCE AGREEMENT
between
CCAI
and
ORACLE CORPORATION

This document ("Amendment One") amends the Oracle Alliance Agreement and all
amendments and addenda thereto (the "Agreement") between the Alliance Member and
Oracle dated March 4, 1998. The parties hereby agree to amend the Agreement as
follows:

1. Oracle grants to Alliance Member a nonexclusive license to use only the
Marketing Support Licenses granted in Section 2.2 of the Agreement.
Notwithstanding anything in the Agreement to the contrary, Alliance member
may not sublicense Programs, or use Development Licenses or Trial Licenses.

The Effective Date of this Amendment One is ___________, 1998.

CCAI ORACLE CORPORATION

By: /s/ Kenneth L. Conley By:
-------------------------- -----------------------------
Name: Kenneth L.Conley Name:
------------------------- ---------------------------
Title: Pres. & COO Title:
------------------------ --------------------------