APPENDIX 3A – OUTSOURCING SERVICES …

1 217 BIJLAGENAPPENDIX 3A OUTSOURCING SERVICES agreement ------------------------------- ---------------------------------------- ---------------------------------------- ------------------------It should be noted that this example is not intended, and is not to be regarded as, a definitivestatement of best practice and is not intended to constitute professional advice or a substitute forprofessional 1 van 12 OUTSOURCINGSERVICES agreement THIS agreement is made and entered into as of the January 1, 2003("Effective Date") by and between the NaviSite, Inc. ("NaviSite"), a Delawarecorporation having an office and place of business at 400 Minuteman Road,Andover, MA 01810 and ClearBlue Technologies, Inc.

2 A Delaware corporation havingan office and place of business at 100 First Street, Suite 1000, San Francisco,CA 94105("CBT") and the wholly-owned subsidiaries of CBT listed on the signaturepages hereto. ("CBT"). WHEREAS, CBT desires to hire NaviSite to perform outsourced managementservices and NaviSite desires to be hired by CBT to perform such servicesregarding the operational management (the " SERVICES ") for the CBT customersusing a defined set of CBT data centers listed on Exhibit A (attached hereto andmade a part hereof by reference), collectively known as (the "Data Centers") asan independent contractor according to the terms and conditions set forthherein.

3 NOW THEREFORE, in consideration of the terms and conditions set forth belowand other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the parties agrees as follows:1. SPECIFICATIONS OF WORK. The parties agree that the general scope and results of the SERVICES tobe completed by NaviSite shall be developed by CBT and by NaviSite and consistprimarily of the day-to-day management of the Data Centers as more fullydescribed on Exhibit B (attached hereto and made a part hereof by reference). All SERVICES shall be performed in a workman like fashion. Unlessotherwise requested by CBT, NaviSite shall prepare and deliver to CBT monthlyreports/invoices regarding any SERVICES ongoing or performed during each monthof the term of this agreement .

4 CBT agrees that it will not directly or indirectly, during the term ofthis agreement , solicit or utilize the SERVICES of any other vendor orcontractor for the SERVICES to be provided by NaviSite. Optional SERVICES . The parties acknowledge and agree that from time totime during the term of this agreement there may be additional SERVICES requiredby the CBT. The specifications and pricing of these SERVICES will be mutuallyagreed upon and confirmed via written instrument ( Statement of Work) whichis signed by an authorized representative of each party before such SERVICES aredelivered. The parties acknowledge and agree that such written instrument shallbe subject to the terms and conditions of this agreement unless specificmodifications to this agreement are made to the contrary in such Statement ofWork.

5 Beginning on the Effective Date if a CBT customer desires to renew itsagreement with CBT without adding new or additional SERVICES and/or products("Renewal Contract"), NaviSite shall act as the exclusive reseller for CBT forsuch renewal of existing CBT customer contracts ("Agent SERVICES "). NaviSite shall have the exclusive right to sell NaviSite applicationsand other management SERVICES to CBT Data Center # 21716-12-2004 14:00:47218 OUTSOURCINGAPPENDIX 3A OUTSOURCING SERVICES agreement ------------------------------- ---------------------------------------- ---------------------------------------- ------------------------It should be noted that this example is not intended, and is not to be regarded as, a definitivestatement of best practice and is not intended to constitute professional advice or a substitute forprofessional 2 van 12 Consideration.

6 In consideration of furnishing the SERVICES , describedherein, CBT shall pay to NaviSite the monthly fee for the SERVICES as set forthon Exhibit B ("Monthly Service Fee"). Payment. All Monthly Service Fees shall be payable within thirty (30)days of receipt of invoice. All Monthly Service Fees not paid within thirty (30)days shall be subject to a monthly service charge of of the unpaid balance. Adjustments and Fee Calculation. The Monthly Service Fees is based onNaviSite's actual costs for providing the SERVICES and includes a predeterminedmargin of thirty percent (30%) which shall be adjusted according to the MarginPlan (as defined below).

7 Within forty-five (45) days of the Effective Date theparties shall mutually agree on a sliding scale mechanism under which the thirtypercent (30%) predetermined margin set forth above shall be adjusted upward ordownward based on utilization rates ( as well as other factors which may beagreed to by the parties) which actually are occurring in the Data Centers (the"Margin Plan"). The Margin Plan shall be amended quarterly as necessary andincluded in the Budget (as defined below). NaviSite's actual costs for providingthe SERVICES shall be calculated monthly and the Monthly Service Fees adjustedup or down accordingly.

8 Adjustments will be reflected in the next monthlyinvoice for SERVICES . NaviSite shall prepare a budget quarterly ( the "Budget")including the resources, costs and other expenses it expects to incur inproviding the SERVICES for the upcoming quarter. CBT shall review and promptlyapprove the Budget in the event there are any disputes regarding the Budget, theparties shall meet and in good faith negotiate a reconciliation of the Budget. Each party shall maintain records of all activities subject torevenues, payments, fees, commissions and costs pursuant to this agreement . Eachparty shall permit a reputable independent certified public accounting firmdesignated by the other party to have access, at a mutually agreed upon timeduring normal business hours, to the records and books of account which relatesolely to this agreement for the purpose of determining whether the appropriatefees and commissions have been paid.

9 Such audits may not be required more oftenthan once every year; provided, however, that either party may audit the otherwithin six (6) months of any audit in which a discrepancy of five percent (5%)or greater is discovered. If a discrepancy is discovered, the party in whosefavor the error was made will promptly pay the amount of the error to the party requesting the audit will pay the cost of the audit, provided, that ifa discrepancy is discovered of five percent (5%) or greater in favor of theparty requesting the audit, then the audited party will be required to pay thereasonable costs of the LIMITATION OF LIABILITY.

10 Limitation of Remedies. NaviSite's and CBT's entire liability andexclusive remedy in any cause of action based on contract, tort or otherwise inconnection with any SERVICES furnished pursuant to this agreement including itsExhibits shall be limited to the total fees paid by CBT to NaviSite. No action,regardless of form , arising out of this agreement may be brought by eitherparty more than one (1) year after the occurrence of the event giving rise tosuch cause of action. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE ARISING OUT OF CLAIMS BASED UPONWILLFUL, MALICIOUS OR GROSSLY NEGLIGENT CONDUCT OF THE LIABLE PARTY, NEITHERNAVISITE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, ORDELIVERY OF THE SERVICES SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT,CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES IN EXCESS OF THE TOTAL PRICE PAID BYCBT TO NAVISITE (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESSINTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE)