Systems & Computer Technology Corp · 10-K · For 9/30/03 · EX-10

Filed On 12/23/03 9:25pm ET   ·   SEC File 0-11521   ·   Accession Number 950116-3-4956

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Tenk.Htm                                            HTML    976K 
 2: EX-10       Exhibit 10.17                                          5     27K 
 3: EX-10       Exhibit 10.21                                          4     35K 
 4: EX-10       Exhibit 10.22                                         16     76K 
 5: EX-10       Exhibit 10.23                                         15     77K 
 6: EX-10       Exhibit 10.24                                         16     76K 
 7: EX-10       Exhibit 10.25                                         14     69K 
 8: EX-10       Exhibit 10.26                                          6     40K 
 9: EX-10       Exhibit 10.27                                          6     40K 
10: EX-10       Exhibit 10.28                                          6     40K 
11: EX-10       Exhibit 10.29                                          8     47K 
12: EX-10       Exhibit 10.30                                          7     47K 
13: EX-10       Exhibit 10.31                                          7     47K 
14: EX-10       Exhibit 10.32                                          1     11K 
15: EX-10       Exhibit 10.46                                         11     70K 
16: EX-10       Exhibit 10.47                                         11     78K 
17: EX-10       Exhibit 10.48                                         11     72K 
18: EX-10       Exhibit 10.49                                         53    233K 
19: EX-14       Material Foreign Patent                                7     41K 
20: EX-21       Exhibit 21.1                                           1      7K 
21: EX-23       Consent of Experts or Counsel                          1     11K 
22: EX-31       Exhibit 31.1                                           2±    13K 
23: EX-31       Exhibit 31.2                                           2±    13K 
24: EX-32       Exhibit 32.1                                           1      9K 
25: EX-32       Exhibit 32.2                                           1      9K 

EX-10   ·   Exhibit 10.46
Exhibit Table of Contents

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 ORACLE PARTNERNETWORK AGREEMENT

This Oracle PartnerNetwork Agreement ("agreement") includes the terms and       
definitions set out below, any technical support policies and OPN policies      
referenced in this agreement, and any additional written terms posted on the OPN
web site related to the benefits you receive from Oracle under this agreement.  
This agreement is not effective until accepted by Oracle.                       

Definitions                                                                     
"Oracle" refers to Oracle Corporation. "You" and "your" refer to the individual 
or entity that has entered into this agreement to join the Oracle PartnerNetwork
(the "OPN"). The term "programs" refers to the software products which you order
from Oracle for development, demonstration, training and support purposes as    
provided below, program documentation and any program updates acquired through  
technical support. The term "technical support" consists of Software Updates,   
Product Support, and/or other technical support services you may have ordered.  
The term "services" refers to technical support (excluding any program updates  
acquired through technical support), education, consulting or other services    
which you may have ordered. The term "OPN site" refers to the Oracle            
PartnerNetwork website located at http://partner.oracle.com. The term "end user"
refers to a third party that is licensed to use the programs for its own        
business operations.                                                            

OPN Services                                                                    
Following processing of your application for membership in the OPN, if accepted,
you will be notified as to which of the following levels of the OPN you have    
successfully qualified: Member Partner, Certified Partner, or Certified         
Advantage Partner. Where provisions of this agreement are stated to be          
applicable to a particular level of the OPN, the level applicable to you shall  
be as notified to you pursuant to this provision. Your membership in the OPN is 
subject to your payment of the membership fees for the applicable partner level 
as published by Oracle in the OPN policies at the OPN site at                   
http://partner.oracle.com(select Home Tab, Manage Your Membership Portlet). This
schedule of fees, incorporated in this agreement, is subject to change and all  
membership fees are non-cancelable and non-refundable.                          

Subject to the section below entitled Export Administration, your membership    
covers all of the facilities or locations where you conduct activities related  
to this agreement; provided however, that you will receive benefits from Oracle 
only in the country in which you registered to become a partner in the OPN.     
Provided that you continuously meet the OPN entry and qualification criteria as 
published by Oracle on the OPN site at http://.partner.oracle.com (select Home  
Tab, Manage Your Membership Portlet, ) you shall receive all of the services    
specified for the applicable partner level in the OPN policies published by     
Oracle. The OPN policies applicable to your membership in the OPN are located on
the OPN site at http://partner.oracle.com (select Home Tab, Manage Your         
Membership Portlet). The OPN policies, incorporated in this agreement, are      
subject to change and may contain additional terms. Please read these policies  
carefully as they contain the specific terms applicable to each OPN level.      

Internet Platform Software Programs                                             
Your use of the programs identified in the OPN policies as the Internet Platform
Software programs shall be subject to the terms set out in the OPN policies and 
the terms below. Provided that you (1) continue to satisfy the then-current OPN 
policies for the Internet Platform Software programs as published by Oracle and 
(2) comply with this agreement, you will be granted the rights below.           

Oracle grants you a non-exclusive, non-transferable, limited license for the    
applicable number of licenses as set forth in the OPN policies to use the       
Internet Platform Software programs for the following purposes: (1) to develop  
or prototype hardware or software products, or services for potential           
distribution with programs, but not for the purpose of developing or prototyping
hardware, software products, or providing services for your end users regardless
of whether you receive any fees for doing so; (2) to demonstrate the programs to
potential end users solely in connection with your value added package or       
application package pursuant to an agreement with Oracle for the distribution of
Oracle programs; and (3) to provide technical support and/or training for       
employees and end users solely in connection with your                          

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value added package or your application package pursuant to an agreement with   
Oracle for the distribution of Oracle programs. You may allow your agents and   
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.                      

Oracle E-Business Suite Software Programs                                       
Your use of the programs identified in the OPN policies as the E-Business Suite 
Software programs shall be subject to the terms set out in the OPN policies and 
the terms below. Provided that you: (1) continue to satisfy the then-current OPN
policies for the E-Business Suite Software programs as published by Oracle; and 
(2) comply with this agreement, you will be granted the rights below.           

If you meet the criteria set forth in the OPN policies, Oracle grants you a     
non-exclusive, non-transferable, limited license for the applicable number of   
licenses as set forth in the OPN policies to: (a) demonstrate the programs      
identified as E-Business Software programs to potential end users solely in     
connection with your OPN membership; and (b) integrate the E-Business Suite     
Software programs with your application program. You may allow your agents and  
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.                      

If you meet the criteria set forth in the OPN policies and are admitted as a    
member of the E-Business Suite Outsourcing Implementor Initiative, subject to   
the terms of this agreement, Oracle agrees to: (1) provide you with access to   
the Oracle consulting methodology/engagement materials which are further        
described in the OPN policies; (2) permit you to order technical support in     
accordance with the terms of the OPN policies; and, (3) provide public relations
opportunities with respect to your successful Oracle outsourcing services       
implementations. In consideration for your participation in the E-Business Suite
Outsourcing Implementor Initiative, you agree to: (a) adhere to all the         
standards set forth for in Oracle's Online Services Implementation Guidelines   
(the "Implementation Guidelines"), which may be modified from time to time; (b) 
comply with the responsibilities that are outlined in the E-Business Suite      
Outsourcing Online Life Cycle (the "Online Life Cycle), which may be modified   
from time to time; (c) require your end users to comply with Oracle's           
Outsourcing Services Policies, which may be modified from time to time; (d) only
implement versions of Oracle products certified by E-Business Suite Outsourcing 
and to be trained in the version of Oracle programs you implement; and (e)      
attend training provided by Oracle specific to E-Business Suite Outsourcing     
(i.e. eSeminars) as specified in the OPN Outsourcing Roadmap. You may access the
current versions of the Implementation Guidelines, the Online Life Cycle,       
Oracle's Outsourcing Services Policies, and the Outsourcing Roadmap at          
http://partner.oracle.com (select Home Tab, Manage Your Membership Portlet). In 
accordance with the terms of the Other section below, Oracle may review your    
compliance with the then-current versions of the Implementation Guidelines, and 
if Oracle, in its sole discretion determines that you are not in compliance with
such guidelines, you shall immediately modify or discontinue your implementation
as directed by Oracle.                                                          

Technical Support                                                               
Depending on the level of the OPN into which you have qualified, you may be able
to order technical support services from Oracle for the program licenses you    
receive under this agreement as further described in the OPN policies. If       
ordered, annual technical support is provided under Oracle's technical support  
policies in effect at the time the services are provided. The technical support 
policies, incorporated in this agreement, are subject to change and may contain 
additional terms, and you should review the policies prior to entering into the 
ordering document for the applicable services. You may access the current       
version of the technical support policies at http://partner.oracle.com (select  
Home Tab, Manage Your Membership Portlet).                                      

Oracle reserves the right to desupport its programs. Such desupport notices,    
which are posted at Oracle's customer support web site, MetaLink (or Oracle's   
then current customer support web site), contain desupport dates, information   
about availability of Extended Assistance Support and Extended Maintenance      
Support and information about migration paths for certain features. The         
desupport notices                                                               

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are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.              

Methodology/Engagement Materials                                                
Your use of the Oracle consulting methodology/engagement materials for the      
programs and related documentation ("materials"), which are further defined in  
the OPN policies, shall be subject to the terms below.                          

Oracle grants to you a non-exclusive, non-transferable, limited license to use  
and to make an unlimited number of copies of the materials, subject to the OPN  
policies, for the following purposes: (1) use the materials in connection with  
the implementation of programs for your end users who have acquired valid       
licenses for such programs; (2) provide training to your employees in use of    
materials; (3) demonstrate the materials to end users; and (4) copy the         
materials for archival or backup purposes. You may allow your agents and        
contractors to use the materials for these purposes, subject to the terms of    
this agreement. All titles, trademarks, and copyright and restricted rights     
notices contained in the materials shall be reproduced in any copies of the     
materials. All copies of the materials shall be subject to the terms of this    
agreement.                                                                      

Marketing Services                                                              
Subject to the terms below, any terms posted on the OPN site, and the Logo and  
Advertising Template Guidelines set forth at http://partner.oracle.com (select  
Home Tab, Manage Your Membership Portlet), your use of the Oracle marketing     
programs, marketing materials, and marketing tools ("marketing services"), which
are further defined in the OPN policies ("marketing services") shall be subject 
to the terms below.                                                             

Oracle grants you a non-exclusive, nontransferable, limited license to use the  
marketing services solely for the purpose of creating, executing, and monitoring
marketing campaigns related to Oracle products and services. You may allow third
parties to access the marketing services for the purpose of creating, executing,
and monitoring marketing campaigns related to Oracle products and services on   
your behalf, provided that you ensure that all such use is in accordance with   
this agreement. You agree to be responsible for any misuse of the marketing     
services by you or any third party using the marketing services on your behalf  
and you agree to use the marketing services at your own risk.                   

You are licensed and agree to use the marketing services for lawful purposes    
only. You agree not to create any content or otherwise transmit any information 
or material that: (a) is false or misleading; (b) is harassing or invades       
another's privacy, harms minors in any way, or promotes bigotry, racism, hatred 
or harm against any group; (c) is obscene; (d) infringes another's rights,      
including but not limited to intellectual property rights; or (e) constitutes   
"spam." You, and not Oracle, are responsible for all content and other materials
that you upload, post, email or otherwise transmit or use via the marketing     
services ("partner content"). You agree that Oracle in its sole discretion, may 
at any time: (1) terminate your right to use the marketing services and remove  
any partner content, information or material from the OPN site if you breach the
terms of this section and fail to correct such breach within 30 days of written 
notice from Oracle, (2) make changes to or discontinue any and all aspects of   
the marketing services, and (3) restrict the online storage if you upload       
partner content in excess of user storage allocation capacities which may be    
specified by Oracle. Rather than restrict excess online storage, Oracle may     
negotiate a charge with any subscriber having such excess storage. Oracle       
expressly reserves the right to suspend or terminate your use of the marketing  
services if your use of the marketing services or storage on the OPN site is    
excessive and/or likely to cause loss or damage. You shall be financially       
responsible to Oracle for any such use or storage that results in loss or       
damage. Upon termination or expiration of this agreement or of your right to use
the marketing services, Oracle may, but is not obligated to, delete archived    
data, including data entered by you or by your customers via your landing pad,  
but will not do so until 60 days after such termination or expiration.          

The marketing services contain information, data, text, software, and other     
materials (collectively, "content") that may be protected by copyrights,        
trademarks, trade secrets and other proprietary rights. Except as expressly     
authorized by Oracle, you agree not to copy, modify, delete, publish, transmit, 

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participate in the transfer or sale of, create derivative works from, or in any 
way exploit any of the content included in the marketing services. Oracle does  
not guarantee the accuracy, quality or usefulness of any content or any         
marketing services.                                                             

You are responsible for maintaining the confidentiality of any personal data    
stored on the OPN site in connection with the marketing services. You are       
responsible for complying with all applicable laws governing collection,        
storage, processing, use and transfer of such information. You authorize Oracle 
to process data as required to facilitate the provision of the marketing        
services. Oracle will process and use personal data in accordance with the      
instructions received from you, and will not process or use such data in a      
manner different from that necessary to carry out Oracle's obligations under    
this agreement, provided however, that Oracle may be required to provide        
personally identifiable information to third parties to comply with legally     
mandated reporting, disclosure, or other legal process requirements. As the     
owner of the data, you are warranting that you have provided your users with all
appropriate notices and have obtained all appropriate consents to transfer the  
data to us and allow its processing according to the terms of this agreement.   

You shall cooperate with Oracle to allow for review of your use of the marketing
services and compliance with Oracle's quality standards. If Oracle, in its sole 
discretion, determines that your use of the marketing services is not in        
compliance with this agreement, you shall promptly modify or discontinue your   
use as directed by Oracle.                                                      

You agree to comply with the Logo and Advertising Template Guidelines. Oracle   
may change the Logo and Advertising Template Guidelines, and, upon reasonable   
notice from Oracle, you shall promptly modify your use of the marketing services
to conform to any such changed Logo and Advertising Template Guidelines.        

You shall defend, indemnify and hold harmless Oracle, its officers, directors,  
employees and agents from and against any and all claims, liabilities, damages, 
losses or expenses, including reasonable attorneys' fees and costs, arising out 
of or in any way connected with your access to or use of the marketing services.
Oracle shall not be liable or deemed to be in default for any delay or failure  
in performance or interruption of any service resulting directly or indirectly  
from acts of God, civil or military authority, acts of public enemy, war, riots,
civil disturbances, insurrections, accidents, fires, explosions, floods, the    
elements, strikes, labor disputes, shortages of suitable parts, materials, labor
or transportation, magnetic interference, interruptions of electric power or    
other utility service, unavailability of any telecommunications service or      
connection to any telecommunications service, computer, software, backbone or   
network error, or any other cause beyond Oracle's reasonable control.           

Opt-in to Marketing                                                             
As a member of the OPN in any level, you will need to know about Oracle         
products, offerings, conferences, and training. As such, your participation in  
the OPN will serve as an opt-in to Oracle marketing that may be deemed relevant 
to Oracle partners. You will be presumed to have provided appropriate notices   
and have obtained appropriate consents, if required, from any persons who are   
signed up to the OPN on your behalf.                                            

Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline           
As further described in the OPN policies, you may be permitted to enter         
information regarding your Oracle based software solution into the Oracle       
PartnerNetwork Solutions Marketplace. You agree that the Oracle based solutions 
that you enter into the Oracle PartnerNetwork Solutions Marketplace: (a) do not 
infringe a third party's intellectual property rights; (b) are not false,       
inaccurate or misleading; and (c) do not violate any applicable laws or         
regulations.                                                                    

In addition, from time to time, the parties may exchange marketing and sales    
leads through Oracle PartnersOnline. Both parties agree to use the information  
provided in such marketing and sales leads solely for purposes related to your  
membership in the OPN. All leads exchanged must be prequalified by the providing
party and may only be used in furtherance of an end user's inquiry, unless an   
independent business relationship between a party and the end user already      
exists.                                                                         

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Upon dissolution of your business, the filing of a voluntary or involuntary     
petition in bankruptcy by you or on your behalf, or termination or expiration of
this agreement, you agree to return or destroy and refrain from using any       
marketing and/or sales leads that have been provided to you through Oracle      
PartnersOnline and Oracle reserves the right to remove your entries from the    
Oracle PartnerNetwork Solutions Marketplace.                                    

Additional Oracle Resources                                                     
From time to time, during the term of this agreement, Oracle may provide you    
with access to Oracle marketing materials, consulting materials, and other      
software or services as identified in the OPN policies ("additional Oracle      
resources"). Your use of the additional Oracle resources shall be subject to the
terms of this agreement, those terms set out in the OPN policies, and any       
additional written terms posted on the OPN site related to the additional Oracle
resources.                                                                      

Logo License                                                                    
If you qualify for membership in the OPN, Oracle grants you a non-exclusive,    
non-transferable right to use, during the term of this agreement, the Oracle    
logo appropriate to your level of membership (the "logo") to promote your       
relationship with Oracle under this agreement. Oracle may modify the logo from  
time to time and you shall stop using any prior version following any such      
modification. Your use of the logo shall strictly comply with Oracle's Logo and 
Advertising Template Guidelines set forth at http://partner.oracle.com (select  
Home Tab, Manage Your Membership Portlet), which may be modified from time to   
time. You shall not use the logo in a manner that misrepresents your            
relationship with Oracle or is otherwise misleading, or that reflects negatively
on Oracle. All products and services in connection with which you use the logo  
shall conform to Oracle's quality standards and meet or exceed industry         
standards. You shall cooperate with Oracle to allow for review of your use of   
the logo and compliance with Oracle's quality standards. If Oracle, in its sole 
discretion, determines that your use of the logo is not in compliance with this 
agreement, you shall promptly modify or discontinue your use of the logo as     
directed by Oracle. Oracle may change the logo and Logo and Advertising Template
Guidelines, and, upon reasonable notice from Oracle, you shall promptly modify  
your use of the logo to conform to any such changed logo or Logo and Advertising
Template Guidelines. You acknowledge that you are granted no rights with respect
to Oracle trademarks except as expressly set forth herein, and agree that any   
use of Oracle trademarks (including the "logo") by you shall inure to the sole  
benefit of Oracle. You agree to provide reasonable assistance to Oracle in      
connection with the protection and prosecution of Oracle trademarks. You agree  
not to use Oracle trademarks or potentially confusing variations of Oracle      
trademarks (including "Ora") as a part of any of your trademarks, product names,
service names, company name, or Internet addresses.                             

Ownership and Restrictions                                                      
Oracle retains all ownership and intellectual property rights to the programs,  
materials, marketing services, services, and additional Oracle resources        
(collectively referred to as the "Oracle property"). You may make a sufficient  
number of copies of each program for the licensed use and one copy of each      
program media; you must obtain Oracle's prior written approval to make          
additional copies.                                                              

You shall not use or duplicate the Oracle property provided to you by Oracle for
any purpose other than as specified in the OPN policies or in this agreement or 
make the Oracle property available to unauthorized third parties. You shall not 
(1) use the Oracle property for your own internal business operations, or for   
use in any third party's business operations or for any other commercial or     
production use; (2) use the Oracle property to provide third party training on  
the content and/or functionality of the programs, except for training for       
employees and end users as provided under this agreement; (3) use the Oracle    
property for commercial timesharing, rental, or service bureau use; (4) use the 
Oracle property in a manner that misrepresents your relationship with Oracle or 
is otherwise misleading or that reflects negatively on Oracle; (5) cause or     
permit reverse engineering or decompilation of the Oracle property, unless      
required for interoperability or to the extent that the foregoing restriction is
expressly prohibited by law; (6) remove or modify any program markings or any   
notice of Oracle's proprietary rights; or (7) disclose results of any program   
benchmark tests without Oracle's prior written consent.                         

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If you desire to use the Oracle property for any use other than the development 
or demonstration use allowed under this agreement, including but not limited to 
the right to distribute Oracle programs, you must enter into an appropriate     
agreement with Oracle to acquire the required rights.                           

Warranties; Disclaimers and Remedies                                            
Oracle warrants that programs will substantially operate as described in the    
applicable program documentation for one year after Oracle delivers them to you.
Oracle also warrants that services ordered will be provided in a manner         
consistent with industry standards, and this warranty is valid for a period of  
90 days from performance of the service.                                        

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR          
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT    
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS 
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF      
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.                           

FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE    
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF  
THE WARRANTY OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A            
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL   
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE OR (B) THE REPERFORMANCE OF  
THE SERVICE, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A            
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER   
THE FEES PAID TO ORACLE FOR THE RELEVANT SERVICES. THIS IS YOUR EXCLUSIVE       
REMEDY.                                                                         

THE MARKETING SERVICES AND ALL CONTENT PROVIDED BY ORACLE ON THE OPN SITE ARE   
PROVIDED BY ORACLE ON AN "AS IS" BASIS. ORACLE EXPRESSLY DISCLAIMS ALL          
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED  
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  
AND NON-INFRINGEMENT. ORACLE DOES NOT GUARANTEE THAT THE MARKETING SERVICES WILL
PERFORM ERROR-FREE OR UNINTERRUPTED. ANY MATERIAL DOWNLOADED OR OTHERWISE       
OBTAINED THROUGH THE USE OF THE MARKETING SERVICES IS OBTAINED AT YOUR OWN      
DISCRETION AND RISK AND ORACLE SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR     
DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.                     

Relationship of the Parties                                                     
In all matters relating to this agreement you will act as an independent        
contractor. The relationship between Oracle and you is that of                  
licensor/licensee. This agreement does not create a partnership, joint venture, 
agency, employee/employer relationship, or franchisee/franchisor relationship   
between the parties. 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 this agreement shall be construed to limit either
party's right to independently develop or distribute software that is           
functionally similar to the other party's product, so long as proprietary       
information of the other party is not included in such software.                

Restricted Rights                                                               
The programs and documentation are provided with Restricted Rights. Use,        
duplication or disclosure by the United States Government is subject to the     
restrictions as set forth in the Rights in Technical Data and Computer Software 
Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as           
applicable. Manufacturer is Oracle Corporation, 500 Oracle Parkway, Redwood     
City, California 94065.                                                         

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Links to Third-Party Sites                                                      
Oracle's website at http://partner.oracle.com, including but not limited to the 
Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline, may      
contain links to third-party websites and access to content, products, and      
services from third parties that are not under the control or operation of      
Oracle. You agree that Oracle is not responsible for the availability of, and   
content provided on, third party websites. You should refer to the policies     
posted by other websites regarding privacy and other topics before you use them.
If you choose to purchase any products or services from a third party, your     
relationship shall be directly with such third party. Oracle provides any links 
to third party websites only as a convenience and does not endorse and is not   
responsible for (a) the contents of any linked site or any site linked to from a
linked site; (b) the quality of any third party products or services; (c)       
fulfilling the terms of any agreement to purchase third party products or       
services, including delivery of products and services and warranty obligations  
related to purchased products or services; or (d) any loss or damages of any    
sort you may incur from dealing with any such third party.                      

Privacy and Data Protection                                                     
Oracle PartnersOnline data will be maintained by Oracle in data centers in the  
United States and may be accessed by Oracle personnel in other global locations 
as needed for business related purposes. Parts of the OPN web site are          
accessible to other OPN members whose use of the information is controlled by   
this agreement. If you receive a sales lead from Oracle through participation in
Oracle PartnersOnline or the OPN Solutions Marketplace, you agree to comply with
all relevant laws and regulations applicable to you or the data you provide     
related to privacy and data protection and to use any personally identifiable or
related information in a manner consistent with Oracle's Privacy Policy, which  
is located at http://partner.oracle.com. The requirement to use such information
only for the purposes specified and in a manner consistent with Oracle's Privacy
Policy does not apply to your relationships with pre-existing end users or to   
independently developed and/or subsequently developed relationships with        
prospective end users. While you may opt out of receiving information from      
Oracle related to various programs and services, you consent to receive         
information regarding the OPN, new related services, and membership and         
participation in the OPN.                                                       

GENERAL                                                                         

Term, Termination & Renewal                                                     
This agreement shall remain in effect for 1 year from the date of notification  
to you of your acceptance as a member of the OPN. If either party breaches the  
terms of this agreement and fails to correct the breach within 30 days after    
notice in writing from the other party, including but not limited to your       
failure to pay the membership fees as required herein, the non-breaching party  
may end this agreement, except if the breach is of a nature which cannot be     
corrected in which case the non-breaching party may end this agreement          
immediately. If Oracle ends this agreement as specified in this paragraph, you  
must pay within 30 days all amounts which have accrued prior to the end of this 
agreement, as well as all sums remaining unpaid for programs ordered and/or     
services received under this agreement. You agree that if you are in default    
under this agreement, you may not use the Oracle property. Notwithstanding the  
section in this agreement entitled Entire Agreement, Oracle may terminate this  
agreement and your membership in the OPN if you breach the terms of any         
agreement under which you are permitted to distribute Oracle programs and fail  
to correct the breach within 30 days after notice in writing from Oracle.       

Upon termination or expiration of this agreement, you shall cease to be a member
of the OPN and all of your rights to receive the services detailed in this      
agreement and the OPN policies and to use the Oracle property shall cease. Upon 
termination or expiration of this agreement you shall cease using, and shall    
return or destroy, all copies of the applicable Oracle property and shall return
or destroy any marketing or sales leads provided by Oracle.                     

Any renewal of this agreement shall be subject to Oracle's standard terms and   
fees in effect at such time and shall be at Oracle's sole discretion. You may   
apply for renewal of your membership in the OPN by on-line electronic acceptance
of the terms of the then current OPN agreement, and Oracle will notify you if it
accepts your application for renewal. The parties' rights and obligations which 
by their nature are continuing shall survive.                                   

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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 the materials, marketing services, any      
additional Oracle resources, and 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 the disclosure; or (d) is independently developed  
by the other party.                                                             

The parties agree to hold each other's confidential information in confidence   
for a period of three years from the date of disclosure. The parties agree,     
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. Nothing shall  
prevent either party from disclosing the terms or pricing under this agreement  
or orders submitted under this agreement in any legal proceeding arising from or
in connection with this agreement.                                              

Entire Agreement                                                                
You agree that this agreement and the information which is expressly            
incorporated into this agreement (including reference to information contained  
in an URL), together with any applicable additional written terms posted on the 
OPN site related to the Oracle property you receive from Oracle under this      
agreement, is the complete agreement regarding your membership in the OPN, and  
this agreement supersedes all prior or contemporaneous agreements or            
representations regarding your membership in OPN. If any term of this agreement 
is found to be invalid or unenforceable, the remaining provisions will remain   
effective. It is expressly agreed that the terms of this agreement and any      
Oracle ordering document shall supersede the terms in any purchase order or     
other non-Oracle ordering document and no terms included in any such purchase   
order or other non-Oracle ordering document shall apply to the programs and/or  
services ordered. This agreement may not be modified or amended and the rights  
and restrictions may not be altered or waived except in a writing signed or     
accepted online through the OPN by authorized representatives of you and Oracle 
and any notice required under this agreement shall be provided to the other     
party in writing.                                                               

LIMITATION OF LIABILITY                                                         
IN NO EVENT SHALL ORACLE OR ORACLE'S LICENSORS BE LIABLE FOR ANY INDIRECT,      
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, 
REVENUE, DATA, OR DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER    
THIS OPN AGREEMENT, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE ANNUAL 
MEMBERSHIP FEES YOU PAID ORACLE FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS   
MADE.                                                                           

Export Administration                                                           
You agree that U.S. export control laws and other applicable export and import  
laws govern your use of the programs, including technical data; additional      
information can be found on Oracle's Global Trade Compliance web site located at
http://www.oracle.com/products/export/index.html?content.html. You agree that   
neither the programs, nor any direct product thereof will be exported, directly 
or indirectly, in violation of these laws, or will be used for any purpose      
prohibited by these laws including, without limitation, nuclear, chemical, or   
biological weapons proliferation or development of missile technology.          

                                                                               8

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Other                                                                           
This agreement is governed by the substantive and procedural laws of the State  
of California and you and Oracle agree to submit to the exclusive jurisdiction  
of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara        
counties in California in any dispute arising out of or relating to this        
agreement.                                                                      

Upon 45 days written notice, Oracle may audit your use of the Oracle property.  
You agree to cooperate with Oracle's audit and provide reasonable assistance and
access to information. You agree to pay within 30 days of written notification  
any underpaid fees. If you do not pay, Oracle can end your OPN membership and   
this agreement, or may choose not to accept your application to renew this      
agreement at such time of renewal.                                              

Oracle shall not have any liability to you for any claims made by third parties 
arising out of your use of Oracle trademarks (including the "logo") or marketing
services. You agree to indemnify Oracle for any loss, liability, damages, cost  
or expense (including attorneys' fees) arising out of any claims which may be   
made against Oracle arising out of your use of the logo or marketing services   
where such claim relates to your activities, products or services.              
Notwithstanding the above, you shall have no obligation to indemnify Oracle with
respect to a claim of trademark or copyright infringement based upon your use of
the logo or, marketing services as expressly permitted under this agreement.    

You confirm that you have access to the Internet and confirm that prior to      
entering into this agreement you have read the OPN policies on the OPN site and 
agree to the terms and conditions set out in those policies. You undertake that 
you will visit the OPN site on a regular basis so that you are aware of any     
amendments Oracle may make to those policies from time to time. If you have a   
dispute with Oracle, or if you become subject to insolvency proceedings, you    
will promptly send written notice to: Oracle Corporation, 500 Oracle Parkway,   
Redwood City, California, United States, 94065, Attention: General Counsel,     
Legal Department.                                                               

You may not assign this agreement or give or transfer the Oracle property       
ordered or an interest in them to another individual or entity. If you grant a  
security interest in the programs, the secured party has no right to use or     
transfer the programs.                                                          

Except for actions for nonpayment or breach of Oracle's proprietary rights in   
the Oracle property, no action, regardless of form, arising out of or relating  
to this agreement may be brought by either party more than two years after the  
cause of action has accrued.                                                    

The Uniform Computer Information Transactions Act does not apply.               

License Definitions and Rules                                                   
To fully understand your license grant, you need to review the definition for   
the licensing metric and term designation as well as the licensing rules which  
are incorporated into and made a part of this agreement.                        

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You may access the current version of the License Definitions and Rules at      
http://partner.oracle.com (Select Home Tab, Manage Your Membership Portlet).    

Should you have any questions concerning this agreement, or if you desire to    
contact Oracle for any reason, please write: Oracle Corporation 500 Oracle      
Parkway, Redwood City, CA 94065, or visit Oracle's website at                   
http://www.oracle.com and select the "Contact Us" link.                         

                                                                [Download Table]
                                                                                   

Executed by Partner:                    Executed by applicable Oracle entity:      

Company Name: SCT CORPORATION                                                      

Company Fax Number:                                                                
                    ------------------                                             
Authorized Signature: /s/ Roy Zatcoff   Authorized Signature: /s/ Barbara D. Koenig
                      ----------------                        ---------------------
Name: Roy Zatcoff                       Name: Barbara D. Koenig                    
Title: Executive VP                     Title: Sr. Contracts Manager               

Effective Date: August 1, 2003                                                     


Oracle is a registered trademark of Oracle Corporation.                         

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 AMENDMENT ONE
to the
 ORACLE PARTNERNETWORK AGREEMENT
 between
 SCT CORPORATION
 AND
ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Member         
Agreement between SCT Corporation ("You") and Oracle Corporation ("Oracle") and 
any and all amendments thereto (the "Agreement").                               

1.   Definitions: Delete the second sentence in this section and replace
    with the following: "You" and "your" refer to the company that has
    entered into this agreement to join the Oracle PartnerNetwork (the
        "OPN") and your majority owned subsidiaries. You warrant that you have
        the authority to bind your majority owned subsidiaries to the terms of
        this agreement and further warrant that you shall be responsible for a
breach of such terms by your majority owned subsidiaries.     

   2.   Term, Termination & Renewal: Delete the first sentence of this section
         and replace with the following: "This agreement shall begin on the date
      specified in Oracle's acceptance confirmation and continue in effect
    for three (3) years thereafter; provided, however, that Oracle may
        terminate this agreement for any reason, after the first year, for any
reason at any time upon 30 days written notice to you."       

3.   Other:                                                             

 Delete the first paragraph in this section and replace with the
following: "This agreement is governed by the substantive and 
procedural laws of Pennsylvania."                             

      Delete the first sentence of the second paragraph in this section in
    its entirety and replace with the following: "Upon 45 days written
         notice, Oracle may audit your use of the Oracle property, not more than
 once annually. Any such audit shall be conducted during regular
     business hours at your offices and shall not unreasonably interfere
with your business activities."                               

Other than the modifications above, the terms and conditions of the Agreement   
remain unchanged and in full force and effect.                                  

The Effective Date of this Amendment One is August 1, 2003.                     

SCT CORPORATION                            ORACLE CORPORATION                   

By: /s/ Roy Zatcoff                        By: /s/ Barbara D. Koenig            
---------------------                      ------------------------     
Name:  Roy Zatcoff                         Name: Barbara D. Koenig              
Title: Executive VP                        Title: Sr. Contracts Manager         

                                                                              11

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		8/1/03		10		11
For The Period Ended		9/30/03
Filed On / Filed As Of		12/24/03
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