Platinum Renewal Membership Agreement - FUTURELINK CORP - 2-11-2000

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					EXHIBIT 10.32 CITRIX SOLUTIONS NETWORK PLATINUM RENEWAL MEMBERSHIP AGREEMENT This Agreement ("Agreement") is between: CITRIX SYSTEMS, INC. ("Citrix"), a Delaware corporation, located at 6400 NW 6th Way, Fort Lauderdale, Florida 33309, and [illegible], a Michigan corporation, located at 2065 E.W. Maple Rd., Ste. C304, [illegible], MI 48390 ("CSN Member"). Whereas, CSN Member has been invited to recommend or to provide comprehensive computer solutions to its customers in the Territory in accordance with the Platinum Member program defined in this agreement; and Citrix desires to supply Citrix software and provide services and support on Citrix products to assist CSN Member in providing its customers with such solutions; Now, therefore, in consideration of the mutual promises contained herein, the parties agree as follows: 1 MEMBER OBLIGATIONS. Pursuant to this Agreement, Member makes the following promises and undertakes the following obligations to Citrix: 1.1 CSN Member shall procure Citrix products from authorized distributors of Citrix products in accordance with the terms of the license agreements provided with each product, provided however that CSN Member may distribute the Citrix products in accordance with the license granted in Section 2.1 of this Agreement. 1.2 When requested by Citrix, CSN Member shall provide information to Citrix regarding sales leads, referrals and services provided by Citrix relating to the Citrix products. The information shall be compiled in the form requested by Citrix or such other form as may be agreed upon by the parties and shall be forwarded to the Citrix address indicated above. 1.3 CSN Member represents and warrants that all the information provided to Citrix hereunder, is, in all material respects, true and correct to the best of its knowledge and belief, and will continue to be so during the term of this Agreement. Should there be any changes in such information during the course of this Agreement, CSN Member agrees to promptly inform Citrix in writing, giving details of such changes. 1.4 CSN Member warrants that at all times during the term of this Agreement at least six (6) full-time member of its staff located at CSN Member's principal place of business will be a Citrix Certified Administrator Professional ("CCA Professional"). CSN Member shall have the CCA Professionals on its staff before an application will be considered. 2 CITRIX OBLIGATIONS. Pursuant to this Agreement, Citrix grants the following license, makes the following promises and undertakes the following obligations to CSN Member: 2.1 Citrix grants to CSN Member a non-exclusive, non-transferable license to distribute Citrix products to end users in the Territory pursuant to the license agreements included with such products. 2.2 CSN Member is entitled to the support options shown in Sections 10.1 and 10.2 of this Agreement. 2.3 Citrix will make available all benefits listed in Section 10 of this Agreement. 3 TRADEMARKS. 3.1 During the term of this Agreement, CSN Member shall have the right to identify itself as a "Citrix Solutions Provider" or a "Platinum Solutions Provider."

3.2 During the term of this Agreement, CSN Member may refer to Citrix products using the Citrix product trademarks in compliance with local laws and customs concerning the protection of trademarks and trade names if the reference is not misleading and does not indicate or imply Citrix's endorsement, testing, or approval of any other product or of any service offered by CSN Member. The appropriate trademark symbol (either "(TM)" [standard trademark] or (R) [registered trademark] in a superscript following the product name) shall be used whenever a Citrix product name is mentioned in any advertisement, brochure, or material circulated or published in any form whatsoever by CSN Member. The appropriate trademark symbol must be used in conjunction with, at least, the first reference to each Citrix product in all CSN Member's publications. 3.3 Citrix reserves the right to amend any Citrix trademark, service mark or logo and agrees to notify CSN Member of any such amendments that are relevant to CSN Member's business. CSN Member agrees to ensure that its use of any such mark and/or logo is amended accordingly.

3.4 CSN Member shall obtain Citrix's written approval prior to the commencement of any other use of a Citrix trademark or trade name. 3.5 CSN Member shall not use any Citrix service mark during the term of this Agreement or thereafter. CONFIDENTIALITY. 4.1 Each party expressly undertakes to retain in confidence the terms and conditions of this Agreement and all information transmitted to the other that the disclosing party has identified in writing as confidential. 4.2 Either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. 4.3 Neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party prior to its receipt to the disclosing party; (ii) the disclosing party has disclosed to a third party without any obligation to maintain to such information in confidence; or (iii) is independently developed by the obligated party. Each party's obligation under this Section shall survive the expiration or earlier termination of this Agreement and shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of the obligated party or five (5) years following termination or expiration of this Agreement. 5 TERM AND TERMINATION. 5.1 This Agreement shall take effect on the date of its execution by Citrix ("Effective Date"), and unless terminated earlier as provided herein, shall continue for a period of one year from the Effective Date. Either party shall have the right to terminate this Agreement at any time, without cause and without the intervention of the courts, on the giving of thirty (30) days' prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement. 5.2 Upon expiration or termination of this Agreement, all rights and licenses granted by this Agreement shall revert to Citrix and CSN Member shall immediately cease use of all licenses and the Citrix Solutions Provider logo, and shall cease to represent itself as a Citrix Solutions Provider. 6 NEW PRODUCTS. 6.1 Notwithstanding any other provisions of this Agreement, Citrix may elect any time during the term of this Agreement to announce new Citrix products to which the terms and conditions of this Agreement may not apply. New versions (upgrades), minor product revisions (updates), and maintenance releases of existing titles are not considered new Citrix products. 7 WARRANTIES/LIMITED WARRANTIES. 7.1 Citrix warrants Citrix products on the terms set out in the license agreement accompanying each such

3.4 CSN Member shall obtain Citrix's written approval prior to the commencement of any other use of a Citrix trademark or trade name. 3.5 CSN Member shall not use any Citrix service mark during the term of this Agreement or thereafter. CONFIDENTIALITY. 4.1 Each party expressly undertakes to retain in confidence the terms and conditions of this Agreement and all information transmitted to the other that the disclosing party has identified in writing as confidential. 4.2 Either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. 4.3 Neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party prior to its receipt to the disclosing party; (ii) the disclosing party has disclosed to a third party without any obligation to maintain to such information in confidence; or (iii) is independently developed by the obligated party. Each party's obligation under this Section shall survive the expiration or earlier termination of this Agreement and shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of the obligated party or five (5) years following termination or expiration of this Agreement. 5 TERM AND TERMINATION. 5.1 This Agreement shall take effect on the date of its execution by Citrix ("Effective Date"), and unless terminated earlier as provided herein, shall continue for a period of one year from the Effective Date. Either party shall have the right to terminate this Agreement at any time, without cause and without the intervention of the courts, on the giving of thirty (30) days' prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement. 5.2 Upon expiration or termination of this Agreement, all rights and licenses granted by this Agreement shall revert to Citrix and CSN Member shall immediately cease use of all licenses and the Citrix Solutions Provider logo, and shall cease to represent itself as a Citrix Solutions Provider. 6 NEW PRODUCTS. 6.1 Notwithstanding any other provisions of this Agreement, Citrix may elect any time during the term of this Agreement to announce new Citrix products to which the terms and conditions of this Agreement may not apply. New versions (upgrades), minor product revisions (updates), and maintenance releases of existing titles are not considered new Citrix products. 7 WARRANTIES/LIMITED WARRANTIES. 7.1 Citrix warrants Citrix products on the terms set out in the license agreement accompanying each such product. THESE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT AND OF ALL OTHER OBLIGATIONS, CONDITIONS, OR LIABILITIES ON CITRIX'S PART EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW. 8 LIMITATION OF LIABILITY. 8.1 Subject to applicable law, neither Citrix nor anyone lease who has been involved in the creation, production, or delivery of the products or services that are the subject of this Agreement shall be liable for any indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of or inability to use the Citrix products, or provision of, or failure to provide, support, even if Citrix has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, the above limitation

may not apply. In any event, except as otherwise provided by law, the liability of Citrix or its suppliers, whether for negligence, breach of contract, breach of warranty, or otherwise, shall, in the aggregate, not exceed the amount paid to Citrix by CSN Member hereunder. 9 PURCHASE COMMITMENT; TERRITORY. 9.1 The benefits offered to Citrix Platinum Solutions Providers pursuant to Section 10 are based upon a commitment by CSN Member to achieve an annual minimum or equal to Three Hundred Thousand Dollars ($300,000) worth to Citrix product purchases from Distribution. During the term of this Agreement, CSN Member shall inform Citrix if, for any twelve-month period beginning on the date of execution of this Agreement or, in subsequent years, on the anniversary of such date, the CSN Member shall not achieve this committed volume. The achievement of the committed volume will be demonstrated at the close of each annual period by submission to Citrix of copies of Distributor invoices for Citrix products.

-39.2 CSN Member Territory: United States of America, Canada, Puerto Rico, Bermuda, The Bahamas and Jamaica. 10. CITRIX AGREES TO PROVIDE THE FOLLOWING PRODUCTS AND SERVICES TO CITRIX PLATINUM SOLUTIONS PROVIDERS: 10.1 Support Engineer - Citrix will assign a Citrix support engineer to provide technical support by telephone and/or on-line to each CSN Member. Such technical support shall:
10.1.1 Be provided only to a CSN Member's Citrix Certified Administrator Professional; Consist of access to a Citrix support engineer on weekdays (other than nationally recognized holidays) between the hours of 8:00 AM and 9:00 PM (EST) for reporting problems encountered in the use of Citrix products and the provision of workarounds released by Citrix to address reported problems; and Require the submission by email of a problem report, which includes a description of the software bug, and a test case, which demonstrates the bug on the then current penultimate release of the Citrix product.

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10.2 On-line Technical Support - CSN Member shall be provided on-line technical support via CompuServe forum and/or BBS and FTP sites. 10.3 Market Development Program - Citrix will provide up to Ten Thousand Dollars ($10,000) in matching Market Development Funds. These Funds may be used to reimburse expenditures by CSN Member for preapproved marketing activities such as seminars, mailings and advertising. During the term of this Agreement, CSN Member will continue to be eligible to participate in the Market Development programs offered by Citrix to CSN Member. All funds expire if not used during the term of the Agreement. 10.4 Volume Bonus Program - For every Fifty Thousand Dollars ($50,000) in Citrix products acquired by CSN Member from a Citrix authorized Distributor (as demonstrated by submission to Citrix of copies of paid invoices for Citrix products), CSN Member will receive product as described in the terms of the Volume Bonus Award Program. 10.5 Sales Lead Program - During the term of this Agreement, CSN Member will be eligible to participate in Citrix generated sales leads and referrals programs offered by Citrix to CSN Member in CSN Member's designated market place. 10.6 Web Page Listing - Citrix will list CSN Member on the Citrix Web Page within 60 days of Member completing all requirement of membership.

-39.2 CSN Member Territory: United States of America, Canada, Puerto Rico, Bermuda, The Bahamas and Jamaica. 10. CITRIX AGREES TO PROVIDE THE FOLLOWING PRODUCTS AND SERVICES TO CITRIX PLATINUM SOLUTIONS PROVIDERS: 10.1 Support Engineer - Citrix will assign a Citrix support engineer to provide technical support by telephone and/or on-line to each CSN Member. Such technical support shall:
10.1.1 Be provided only to a CSN Member's Citrix Certified Administrator Professional; Consist of access to a Citrix support engineer on weekdays (other than nationally recognized holidays) between the hours of 8:00 AM and 9:00 PM (EST) for reporting problems encountered in the use of Citrix products and the provision of workarounds released by Citrix to address reported problems; and Require the submission by email of a problem report, which includes a description of the software bug, and a test case, which demonstrates the bug on the then current penultimate release of the Citrix product.

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10.2 On-line Technical Support - CSN Member shall be provided on-line technical support via CompuServe forum and/or BBS and FTP sites. 10.3 Market Development Program - Citrix will provide up to Ten Thousand Dollars ($10,000) in matching Market Development Funds. These Funds may be used to reimburse expenditures by CSN Member for preapproved marketing activities such as seminars, mailings and advertising. During the term of this Agreement, CSN Member will continue to be eligible to participate in the Market Development programs offered by Citrix to CSN Member. All funds expire if not used during the term of the Agreement. 10.4 Volume Bonus Program - For every Fifty Thousand Dollars ($50,000) in Citrix products acquired by CSN Member from a Citrix authorized Distributor (as demonstrated by submission to Citrix of copies of paid invoices for Citrix products), CSN Member will receive product as described in the terms of the Volume Bonus Award Program. 10.5 Sales Lead Program - During the term of this Agreement, CSN Member will be eligible to participate in Citrix generated sales leads and referrals programs offered by Citrix to CSN Member in CSN Member's designated market place. 10.6 Web Page Listing - Citrix will list CSN Member on the Citrix Web Page within 60 days of Member completing all requirement of membership. 10.7 Citrix Sales Representative - Citrix will assign a Citrix sales representative to assist CSN Member in the marketing of products. 10.8 Citrix Corporation Evaluation Program - Citrix grants to CSN Member a non-exclusive, non-transferable license to sublicense a limited number of copies of Citrix products to end users for evaluation purposes only in accordance with the terms of the Citrix Evaluation Program. The terms of the Citrix Evaluation Program are available upon request and may be amended by Citrix at any 10.9 On-Site Sales Training - Citrix will provide on-site sales training to the Platinum Solutions Provider 6 times throughout the term of this agreement. 11 PLATINUM SOLUTIONS PROVIDER AGREES TO ACHIEVE THE FOLLOWING REQUIREMENTS FOR PARTICIPATION IN THE PLATINUM PROGRAM:

11.1 CSN Member warrants that at all times during the term of this Agreement at least six (6) full-time members of its staff will attend a Citrix Sales training seminar. 11.2 CSN Member commits to cooperating with Citrix to conduct a minimum of six (6) lead generation seminars during the term of this agreement. 11.3 CSN Member commits to cooperating with Citrix to conduct a minimum of twenty-four (24) qualified corporate sales calls with a Citrix Sales Manager during the term of this agreement. 11.4 CSN Member commits to maintaining a working relationship with a minimum of four (4) Citrix Business Alliance members. 12 GENERAL. 12.1 Except as expressly granted herein, no license regarding the use of Citrix's copyrights, patents, trademarks or trade names is granted or will be implied. 12.2 If a particular provision of the Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

-412.3 No waiver of any breach of any provisions of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, franchise or agency relationship between Citrix and CSN Member. CSN Member agrees that it shall inform its customers that CSN Member is an independent business from Citrix, and shall not hold itself out as an agent of Citrix, or attempt to bind Citrix to any third-party agreement. CSN Member shall defend, indemnify, and hold harmless Citrix from and against all liabilities, claims, costs, fines, and damages of any type (including attorney's fees) arising out of or in any way related to CSN Member's delivery of training services and/or product support to its customers. This Agreement, and any rights or obligations hereunder, shall not be assigned or sublicensed by CSN Member, without prior written consent from Citrix. This Agreement shall be governed by the laws of the State of Florida and CSN Member consents to jurisdiction and venue in the state and federal courts sitting in the State of Florida. If either Citrix or CSN Member employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover costs and attorney's fees. The making, execution and delivery of this Agreement have been induced by no representations, statements, warranties or agreements other than those herein expressed. No term or provision of this Agreement may be changed, waived, discharged or terminated except by a writing signed by duly authorized officers of the parties hereof. The terms of any other documents or electronic communications exchanged (including the terms set forth on any purchase order) shall be of no force or effect unless incorporated herein as a modification or addition to the terms of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current

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-412.3 No waiver of any breach of any provisions of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, franchise or agency relationship between Citrix and CSN Member. CSN Member agrees that it shall inform its customers that CSN Member is an independent business from Citrix, and shall not hold itself out as an agent of Citrix, or attempt to bind Citrix to any third-party agreement. CSN Member shall defend, indemnify, and hold harmless Citrix from and against all liabilities, claims, costs, fines, and damages of any type (including attorney's fees) arising out of or in any way related to CSN Member's delivery of training services and/or product support to its customers. This Agreement, and any rights or obligations hereunder, shall not be assigned or sublicensed by CSN Member, without prior written consent from Citrix. This Agreement shall be governed by the laws of the State of Florida and CSN Member consents to jurisdiction and venue in the state and federal courts sitting in the State of Florida. If either Citrix or CSN Member employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover costs and attorney's fees. The making, execution and delivery of this Agreement have been induced by no representations, statements, warranties or agreements other than those herein expressed. No term or provision of this Agreement may be changed, waived, discharged or terminated except by a writing signed by duly authorized officers of the parties hereof. The terms of any other documents or electronic communications exchanged (including the terms set forth on any purchase order) shall be of no force or effect unless incorporated herein as a modification or addition to the terms of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current Citrix Authorized Reseller and Citrix Authorized Premier Reseller Agreements. It shall not be modified except by a written agreement dated subsequent to the Effective Date of the Agreement and signed on behalf of CSN Member and Citrix by their respective duly authorized representatives.

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CSN MEMBER Company Name: Asyic Technologies, Inc.
Authorized Signature: /s/ MATTHEW J. SCHUMACHER ----------------------------

Name (printed)

Matthew J. Schumacher -----------------------------------

Title:

President -------------------------------------------

Date:

4/20/99 --------------------------------------------

ACCEPTED BY CITRIX SYSTEMS Authorized Signature: Name (printed) Title: Effective Date:

EXHIBIT 10.33 INFORMATION SYSTEMS SERVICES AGREEMENT THIS AGREEMENT made as of the 19th day of January, 1999. BETWEEN; NUMAC ENERGY INC, an Alberta corporation with its head office at 321 6th Avenue S.W. Calgary, Alberta T2P 3H3. ("NUMAC") and FUTURELINK/SYSGOLD LTD., an Alberta corporation with its head office at 450,250 - 6th Avenue SW, Calgary, Alberta, T2P 3H7 ("FUTURELINK/SYSGOLD") WHEREAS: (a) NUMAC desires to outsource some of its computer and information systems functions, to ensure continuity and reliability in its computer and information systems operations for an extended period. (b) FUTURELINK/SYSGOLD has agreed to provide such services upon the terms and conditions set forth below. IT IS AGREED THAT: 1. FUTURELINK/SYSGOLD shall provide computer and information systems operating and consulting services to NUMAC described and for the consideration set forth in the attached Schedule A. 2. This Agreement is effective from January 1, 1999 until December 31, 1999, and automatically renews thereafter for successive 12 month terms unless either party gives written notice of termination to the other party 60 days prior to the end of the current term. 3. Either party may terminate this contract with 15 days notice, if the other party is failing to meet its obligations under the contract. 4. FUTURELINK/SYSGOLD may change specific consultants assigned to support NUMAC with 15 days notice. NUMAC also reserves the right to request that FUTURELINK/SYSGOLD change personnel assigned to the account with 15 days notice. 5. FUTURELINK/SYSGOLD shall invoice NUMAC at the end of each month for services rendered during that month. Such invoices shall be accompanied by statements which identify the relevant accounts, services, credits and charges, summarized by appropriate classifications, except that unusual charges and credits shall be separately identified and described in detail. NUMAC shall pay all invoices rendered within 30 days of receipt thereof. If any invoice or amount is not paid when due, the unpaid amount shall bear interest at a nominal rate of 18% per annum (1.5% per month). Payment of any invoice shall not prejudice NUMAC's right to protest or question the correctness thereof; provided however, all invoices and statements rendered to NUMAC shall be

EXHIBIT 10.33 INFORMATION SYSTEMS SERVICES AGREEMENT THIS AGREEMENT made as of the 19th day of January, 1999. BETWEEN; NUMAC ENERGY INC, an Alberta corporation with its head office at 321 6th Avenue S.W. Calgary, Alberta T2P 3H3. ("NUMAC") and FUTURELINK/SYSGOLD LTD., an Alberta corporation with its head office at 450,250 - 6th Avenue SW, Calgary, Alberta, T2P 3H7 ("FUTURELINK/SYSGOLD") WHEREAS: (a) NUMAC desires to outsource some of its computer and information systems functions, to ensure continuity and reliability in its computer and information systems operations for an extended period. (b) FUTURELINK/SYSGOLD has agreed to provide such services upon the terms and conditions set forth below. IT IS AGREED THAT: 1. FUTURELINK/SYSGOLD shall provide computer and information systems operating and consulting services to NUMAC described and for the consideration set forth in the attached Schedule A. 2. This Agreement is effective from January 1, 1999 until December 31, 1999, and automatically renews thereafter for successive 12 month terms unless either party gives written notice of termination to the other party 60 days prior to the end of the current term. 3. Either party may terminate this contract with 15 days notice, if the other party is failing to meet its obligations under the contract. 4. FUTURELINK/SYSGOLD may change specific consultants assigned to support NUMAC with 15 days notice. NUMAC also reserves the right to request that FUTURELINK/SYSGOLD change personnel assigned to the account with 15 days notice. 5. FUTURELINK/SYSGOLD shall invoice NUMAC at the end of each month for services rendered during that month. Such invoices shall be accompanied by statements which identify the relevant accounts, services, credits and charges, summarized by appropriate classifications, except that unusual charges and credits shall be separately identified and described in detail. NUMAC shall pay all invoices rendered within 30 days of receipt thereof. If any invoice or amount is not paid when due, the unpaid amount shall bear interest at a nominal rate of 18% per annum (1.5% per month). Payment of any invoice shall not prejudice NUMAC's right to protest or question the correctness thereof; provided however, all invoices and statements rendered to NUMAC shall be conclusively be deemed to be true and correct 90 days following rendering thereof, unless NUMAC takes written exception thereto within the said 90 days and makes claim to FUTURELINK/SYSGOLD for adjustment. 6. Any controversy, uncertainty or difference arising out of this Agreement or in respect of the terms thereof that cannot be resolved by discussion between the parties hereto shall be submitted to arbitration, under the Arbitration Act of Alberta. 7. This Agreement is governed by the laws in force in Alberta. 8. Time is of the essence in this Agreement.

9. The terms of this Agreement express and constitute the entire agreement between the parties in respect of the matters set forth herein. No implied covenant or liability is created or shall arise by reason of this Agreement or anything herein contained. No amendment or variation of the provisions of this Agreement shall be binding upon any party unless it is evidenced in writing and executed by all parties hereto. 10. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, receivers, receiver-managers, trustees and permitted assigns. Neither party may assign its interest in this Agreement or any monies due or claim arising hereunder, or subcontract all or any portion of the services to be provided hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent to any assignment or subcontracting shall not relieve a party from its primary obligations pursuant to this Agreement. 11. NUMAC agrees that former FUTURELINK/SYSGOLD employees shall not be allowed to work indirectly or directly for NUMAC until a period of six months after termination of this contract. Without limiting the generality of the foregoing, it shall include, but not be limited to, employment by NUMAC, employment by another party who contracts with NUMAC, contracting, sub-contracting, agency, partnership, or any other association. Should NUMAC breach this covenant (which covenant shall survive the termination of the Contract), NUMAC shall pay to FUTURELINK/SYSGOLD as liquidated damages and not a penalty, an amount equal to 50% of any fees or gross income earned during that period, which amount shall be due and payable on demand. Additionally, it is agreed that FUTURELINK/SYSGOLD may enforce this covenant by an injunction or otherwise. 12. FUTURELINK/SYSGOLD agrees to keep confidential the affairs of NUMAC, its affiliates and subsidiaries and not to divulge or make use of any confidential or other information in connection with the same, whether or not such information is in the public domain, including the names of and dealings with any clients of NUMAC or its affiliates or subsidiaries. If requested by NUMAC, all FUTURELINK/SYSGOLD employees who work for NUMAC shall sign confidentiality agreements. IN WITNESS WHEREOF, the parties have executed and delivered these presents as of the day and year first above written.
NUMAC ENERGY INC. Per: /s/ Rich Pereiba -----------------Name: Rich Pereiba -----------------Title: IT, Team Leader -----------------FUTURELINK/SYSGOLD LTD. Per: /s/ W.V. Arnett -----------------Name: W.V. Arnett -----------------Title: Vice President ------------------

SCHEDULE A SERVICES & REMUNERATION -------------------------------------------------------------------------------

1. CONSULTANTS. FUTURELINK/SYSGOLD will provide consulting services to NUMAC at a rate of $60/ $80/$100/$120/$150 per hour for Junior, Intermediate, Senior, Expert, and Principal resources. The 1998 rate schedule is attached. 2. The scope of the work covered by the consultants will be network, Unix and Oracle support. Small projects may also be covered during support coverage. Larger projects will be defined, estimated, and billed separately. 3. HARDWARE. FUTURELINK/SYSGOLD will purchase all required Network and PC hardware, and desktop software for NUMAC. Prices will be based on a cost plus 10% arrangement, or the arrangement agreed to in response to Numac's RFP of November 1996.

9. The terms of this Agreement express and constitute the entire agreement between the parties in respect of the matters set forth herein. No implied covenant or liability is created or shall arise by reason of this Agreement or anything herein contained. No amendment or variation of the provisions of this Agreement shall be binding upon any party unless it is evidenced in writing and executed by all parties hereto. 10. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, receivers, receiver-managers, trustees and permitted assigns. Neither party may assign its interest in this Agreement or any monies due or claim arising hereunder, or subcontract all or any portion of the services to be provided hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent to any assignment or subcontracting shall not relieve a party from its primary obligations pursuant to this Agreement. 11. NUMAC agrees that former FUTURELINK/SYSGOLD employees shall not be allowed to work indirectly or directly for NUMAC until a period of six months after termination of this contract. Without limiting the generality of the foregoing, it shall include, but not be limited to, employment by NUMAC, employment by another party who contracts with NUMAC, contracting, sub-contracting, agency, partnership, or any other association. Should NUMAC breach this covenant (which covenant shall survive the termination of the Contract), NUMAC shall pay to FUTURELINK/SYSGOLD as liquidated damages and not a penalty, an amount equal to 50% of any fees or gross income earned during that period, which amount shall be due and payable on demand. Additionally, it is agreed that FUTURELINK/SYSGOLD may enforce this covenant by an injunction or otherwise. 12. FUTURELINK/SYSGOLD agrees to keep confidential the affairs of NUMAC, its affiliates and subsidiaries and not to divulge or make use of any confidential or other information in connection with the same, whether or not such information is in the public domain, including the names of and dealings with any clients of NUMAC or its affiliates or subsidiaries. If requested by NUMAC, all FUTURELINK/SYSGOLD employees who work for NUMAC shall sign confidentiality agreements. IN WITNESS WHEREOF, the parties have executed and delivered these presents as of the day and year first above written.
NUMAC ENERGY INC. Per: /s/ Rich Pereiba -----------------Name: Rich Pereiba -----------------Title: IT, Team Leader -----------------FUTURELINK/SYSGOLD LTD. Per: /s/ W.V. Arnett -----------------Name: W.V. Arnett -----------------Title: Vice President ------------------

SCHEDULE A SERVICES & REMUNERATION -------------------------------------------------------------------------------

1. CONSULTANTS. FUTURELINK/SYSGOLD will provide consulting services to NUMAC at a rate of $60/ $80/$100/$120/$150 per hour for Junior, Intermediate, Senior, Expert, and Principal resources. The 1998 rate schedule is attached. 2. The scope of the work covered by the consultants will be network, Unix and Oracle support. Small projects may also be covered during support coverage. Larger projects will be defined, estimated, and billed separately. 3. HARDWARE. FUTURELINK/SYSGOLD will purchase all required Network and PC hardware, and desktop software for NUMAC. Prices will be based on a cost plus 10% arrangement, or the arrangement agreed to in response to Numac's RFP of November 1996. 4. COMPUTERS. NUMAC will provide access for FUTURELINK/SYSGOLD staff to PC's of a type

SCHEDULE A SERVICES & REMUNERATION -------------------------------------------------------------------------------

1. CONSULTANTS. FUTURELINK/SYSGOLD will provide consulting services to NUMAC at a rate of $60/ $80/$100/$120/$150 per hour for Junior, Intermediate, Senior, Expert, and Principal resources. The 1998 rate schedule is attached. 2. The scope of the work covered by the consultants will be network, Unix and Oracle support. Small projects may also be covered during support coverage. Larger projects will be defined, estimated, and billed separately. 3. HARDWARE. FUTURELINK/SYSGOLD will purchase all required Network and PC hardware, and desktop software for NUMAC. Prices will be based on a cost plus 10% arrangement, or the arrangement agreed to in response to Numac's RFP of November 1996. 4. COMPUTERS. NUMAC will provide access for FUTURELINK/SYSGOLD staff to PC's of a type appropriate for the kind and nature of work FUTURELINK/SYSGOLD performs for NUMAC. 5. TRAVEL EXPENSES. NUMAC will reimburse all travel and accommodation costs associated with support provided by FUTURELINK/SYSGOLD to NUMAC's field operations.

EXHIBIT 10.34 INFORMATION SYSTEMS SERVICES AGREEMENT THIS AGREEMENT made as of the 1st date of July, 1999. BETWEEN: CANADIAN NATURAL RESOURCES LIMITED, an Alberta corporation, with its head office at 2000, 425 1st Street SW, Calgary, Alberta T2P 3L8. ("CNRL") -andFUTURELINK DISTRIBUTION CORP., an Alberta corporation, with its head office at 300, 250-6th Avenue SW, Calgary, Alberta, T2P 3H7 ("FUTURELINK") WHEREAS: (a) CNRL desires to outsource some of its computer and information systems functions, to ensure continuity and reliability in its computer and information systems operations for an extended period. (b) FutureLink has agreed to provide such services upon the terms and conditions set forth below. IT IS AGREED THAT: 1. FutureLink shall provide computer and information systems operating and consulting services to CNRL as described and for the consideration set forth in the attached Schedule A. 2. FutureLink shall provide additional computer and information systems operating and consulting services (not specifically set forth in Schedule A) to CNRL if, as and when requested by CNRL. FutureLink shall charge CNRL for such additional work at its then current standard commercial billing rates charged to third parties for similar services, or at a rate specifically agreed to at the time the service is requested. 3. This Agreement is effective from July 1, 1999 until June 30, 2001. Notice of renewal will be provided sixty (60) days prior to the end date of this Agreement.

EXHIBIT 10.34 INFORMATION SYSTEMS SERVICES AGREEMENT THIS AGREEMENT made as of the 1st date of July, 1999. BETWEEN: CANADIAN NATURAL RESOURCES LIMITED, an Alberta corporation, with its head office at 2000, 425 1st Street SW, Calgary, Alberta T2P 3L8. ("CNRL") -andFUTURELINK DISTRIBUTION CORP., an Alberta corporation, with its head office at 300, 250-6th Avenue SW, Calgary, Alberta, T2P 3H7 ("FUTURELINK") WHEREAS: (a) CNRL desires to outsource some of its computer and information systems functions, to ensure continuity and reliability in its computer and information systems operations for an extended period. (b) FutureLink has agreed to provide such services upon the terms and conditions set forth below. IT IS AGREED THAT: 1. FutureLink shall provide computer and information systems operating and consulting services to CNRL as described and for the consideration set forth in the attached Schedule A. 2. FutureLink shall provide additional computer and information systems operating and consulting services (not specifically set forth in Schedule A) to CNRL if, as and when requested by CNRL. FutureLink shall charge CNRL for such additional work at its then current standard commercial billing rates charged to third parties for similar services, or at a rate specifically agreed to at the time the service is requested. 3. This Agreement is effective from July 1, 1999 until June 30, 2001. Notice of renewal will be provided sixty (60) days prior to the end date of this Agreement. 4. FutureLink shall invoice CNRL at the beginning of each month an amount equal to 90% of the estimated total invoice for that month. CNRL will receive a 3% prepayment discount should CNRL pay in full the estimated amount no later than the first day of the month following the month for which the services estimated in the said invoice were rendered. If in the event CNRL does not pay the estimated amount of the invoice within the calendar month the invoice is dated, (no later than the first day of the month following), CNRL will be re-invoiced by FutureLink for the foregone 3% prepayment discount. 5. FutureLink shall invoice CNRL at the end of each month for services rendered during that month, less the estimated amount already invoiced in accordance with paragraph 4 hereof. Such invoices shall be accompanied by statements which identify the relevant accounts, services, credits and charges, summarized by appropriate classifications, except that unusual charges and credits shall be separately identified and described in detail. 6. CNRL shall pay all invoices rendered within 30 days of receipt thereof. If any invoice or amount is not paid when due, the unpaid amount shall bear interest at a nominal rate of 12% per annum (1.0% per month). Payment of any invoice shall not prejudice CNRL's right to protest or question the

correctness thereof; provided however, all invoices and statements rendered to CNRL shall be conclusively be deemed to be true and correct 90 days following rendering thereof, unless CNRL takes exception thereto within the said 90 days and makes a written claim to FutureLink for adjustment. 7. Any controversy, uncertainty or difference arising out of this Agreement or in respect of the terms thereof that

correctness thereof; provided however, all invoices and statements rendered to CNRL shall be conclusively be deemed to be true and correct 90 days following rendering thereof, unless CNRL takes exception thereto within the said 90 days and makes a written claim to FutureLink for adjustment. 7. Any controversy, uncertainty or difference arising out of this Agreement or in respect of the terms thereof that cannot be resolved by discussion between the parties hereto shall be submitted to arbitration, under the Arbitration Act of Alberta. 8. Unless mutually agreed in writing, and except as specified herein, CNRL agrees that former FutureLink employees shall not be allowed to work indirectly or directly for CNRL until the earlier of six months after termination of the employee's employment with FutureLink, or six months after termination of this Agreement. Without limiting the generality of the foregoing, this employment shall include, but not be limited to, employment by CNRL, employment by another party who contracts with CNRL, contracting, sub-contracting, agency, partnership, or any other association. Should CNRL breach this covenant (which covenant shall survive the termination of this Agreement), CNRL shall pay to FutureLink as liquidated damages and not a penalty, an amount equal to 50% of any fees or gross income earned by a former FutureLink employee during the above mentioned six month period which may be applicable for work performed by the former employee for CNRL, which amount shall be due and payable on demand. Additionally, it is agreed that FutureLink may enforce this covenant by an injunction or otherwise. Should FutureLink undergo a change in control during the above mentioned period which CNRL does not consent to in writing, or if FutureLink elects to terminate this Agreement before the end of term of this Agreement in accordance with paragraph 13 hereof, this paragraph will not be binding on the parties hereto. For the purposes of this Agreement, a change in control of FutureLink shall be effective if a party other than FutureLink's current sole shareholder, FutureLink Corp., a Delaware corporation, directly or indirectly, acquires 51% or more of FutureLink's voting shares. 9. FutureLink agrees to keep confidential the affairs of CNRL, its affiliates and subsidiaries and not to divulge or make use of any confidential or other information in connection with the same, whether or not such information is in the public domain, including the names of and dealings with any clients of CNRL or its affiliates or subsidiaries. If requested by CNRL, all FutureLink employees who provide services to CNRL in accordance with this Agreement shall sign confidentiality agreements. 10. FutureLink agrees that all product (software, design, proposals, or other intellectual property) produced by FutureLink staff in the course of their work for CNRL remains the exclusive property of CNRL. 11. FutureLink agrees to use its reasonable best efforts to provide continuity of staff to CNRL, such that, unless agreed to in writing by CNRL, turnover of full-time staff assigned to CNRL is not to exceed one person every six months, or 20% annually, whichever is greater. 12. CNRL will have final approval at its sole discretion over FutureLink staff assigned to work at CNRL and will have sole determination of the expertise level (Junior, Intermediate, Senior, Expert) of assigned staff. 13. Either party may terminate this contract on 60 days written notice to the other party hereto. 14. This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. 15. Time is of the essence in this Agreement.

16. The terms of this Agreement express and constitute the entire agreement between the parties in respect of the matters set forth herein. No implied covenant or liability is created or shall arise by reason of this Agreement or anything herein contained. No amendment or variation of the provisions of this Agreement shall be binding upon any party unless it is evidenced in writing and executed by all parties hereto. 17. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, receivers, receiver-managers, trustees and permitted assigns. Neither party may assign its interest in this Agreement or any monies due or claim arising hereunder, or subcontract all or any portion of the services to

16. The terms of this Agreement express and constitute the entire agreement between the parties in respect of the matters set forth herein. No implied covenant or liability is created or shall arise by reason of this Agreement or anything herein contained. No amendment or variation of the provisions of this Agreement shall be binding upon any party unless it is evidenced in writing and executed by all parties hereto. 17. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, receivers, receiver-managers, trustees and permitted assigns. Neither party may assign its interest in this Agreement or any monies due or claim arising hereunder, or subcontract all or any portion of the services to be provided hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent to any assignment or subcontracting shall not relieve a party from its primary obligations pursuant to this Agreement. IN WITNESS WHEREOF, the parties have executed and delivered these presents as of the day and year first above written.
CANADIAN NATURAL RESOURCES LIMITED Per: /s/ Steve Suckle -----------------------------Print Name: Steve Suckle ----------------------Title: Manager, Info. Systems ---------------------------FUTURELINK DISTRIBUTION CORP. Per: /s/ W.V. Arnett -------------------------Print Name: W.V. Arnett ------------------Title: Chief Operating Officer ------------------------

SCHEDULE A TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF JULY 1, 1999. SERVICES & REMUNERATION 1. CONSULTANTS. FutureLink 1999 rates for consulting services on an hourly basis are $60/$80/$100/$120/ $150 per hour for Junior, Intermediate, Senior, Expert and Principal resources. Two options are available for contract duration and discount rate for CNRL: - If the duration of the contract is one year then the discount rate offered will be 20%. The rates under this option will therefore be $48/$64/$80/$96/$120 per hour for Junior, Intermediate, Senior, Expert and Principal resources - If the duration of the contract is two years then the discount rate offered will be 30%. The rates under this option will therefore be $42/$56/$70/$84/$105 per hour for Junior, Intermediate, Senior, Expert and Principal resources - FutureLink will provide the services of 5 Infrastructure staff (2 Senior, 2 Intermediate and 1 Junior) to CNRL on a full time basis. Full time shall mean 8 hours per working day, or, if necessary, additional hours in excess of 8 hours per day which must be pre-approved by CNRL. The Consultants assigned shall be agreed in advance by CNRL and FutureLink and defined in Schedule B. - FutureLink will provide the services of 4 User Support staff (4 Intermediates) to CNRL on a full time basis. Full time shall mean 8 hours per working day. The Consultants assigned shall be agreed in advance by CNRL and FutureLink and defined in Schedule B. - FutureLink will provide the services of Team Leaders, Network Support, Data and Development staff, AS 400 support, Unix support, and additional Infrastructure and User Support resources on an as required basis. These

SCHEDULE A TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF JULY 1, 1999. SERVICES & REMUNERATION 1. CONSULTANTS. FutureLink 1999 rates for consulting services on an hourly basis are $60/$80/$100/$120/ $150 per hour for Junior, Intermediate, Senior, Expert and Principal resources. Two options are available for contract duration and discount rate for CNRL: - If the duration of the contract is one year then the discount rate offered will be 20%. The rates under this option will therefore be $48/$64/$80/$96/$120 per hour for Junior, Intermediate, Senior, Expert and Principal resources - If the duration of the contract is two years then the discount rate offered will be 30%. The rates under this option will therefore be $42/$56/$70/$84/$105 per hour for Junior, Intermediate, Senior, Expert and Principal resources - FutureLink will provide the services of 5 Infrastructure staff (2 Senior, 2 Intermediate and 1 Junior) to CNRL on a full time basis. Full time shall mean 8 hours per working day, or, if necessary, additional hours in excess of 8 hours per day which must be pre-approved by CNRL. The Consultants assigned shall be agreed in advance by CNRL and FutureLink and defined in Schedule B. - FutureLink will provide the services of 4 User Support staff (4 Intermediates) to CNRL on a full time basis. Full time shall mean 8 hours per working day. The Consultants assigned shall be agreed in advance by CNRL and FutureLink and defined in Schedule B. - FutureLink will provide the services of Team Leaders, Network Support, Data and Development staff, AS 400 support, Unix support, and additional Infrastructure and User Support resources on an as required basis. These staff will be billed at the appropriate discounted hourly rate described above. Consultants assigned shall be agreed in advance by CNRL and FutureLink and defined in Schedule B. 2. HARDWARE. FutureLink may at CNRL's option purchase all required Network and PC hardware, and desktop software for CNRL. Prices will be based on a cost plus 10% arrangement. 3. COMPUTERS. CNRL will provide FutureLink staff with access to PC's of a type appropriate for the kind and nature of work FutureLink performs for CNRL. 4. TRAVEL EXPENSES. CNRL will reimburse all travel and accommodation costs associated with support provided by FutureLink to CNRL's field operations.

SCHEDULE B TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF JULY 1, 1999. SERVICES AND REMUNERATION
20% 30% FULL OR EMPLOYEE FUNCTION LEVEL 99 RATE DISCOUNT DISCOUNT P/T --------------------------------------------------------------------------------------------------Bernard van Blokland AS400 Support Expert 120 96 84 P/T Bernard van Blokland AS400 Support Senior 100 80 70 P/T Bob Tulk Client Support Intermediate 80 64 56 F/T Brian Oldridge Field Support Senior 100 80 70 F/T Christine Anderson Client Support Senior 100 80 70 F/T David Baker DBA Expert 120 96 84 P/T Don Oldridge Field Support Junior 60 48 42 F/T

SCHEDULE B TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF JULY 1, 1999. SERVICES AND REMUNERATION
20% 30% FULL OR EMPLOYEE FUNCTION LEVEL 99 RATE DISCOUNT DISCOUNT P/T --------------------------------------------------------------------------------------------------Bernard van Blokland AS400 Support Expert 120 96 84 P/T Bernard van Blokland AS400 Support Senior 100 80 70 P/T Bob Tulk Client Support Intermediate 80 64 56 F/T Brian Oldridge Field Support Senior 100 80 70 F/T Christine Anderson Client Support Senior 100 80 70 F/T David Baker DBA Expert 120 96 84 P/T Don Oldridge Field Support Junior 60 48 42 F/T Chris Robertson Client Support Junior 60 48 42 F/T Glen White App Development Expert 120 96 84 P/T Greg Bolin Infrastructure Intermediate 80 64 56 F/T Jason Auch Field Support Intermediate 80 64 56 F/T Judie Roberts Client Support Intermediate 80 64 56 F/T Kelvin McKay Infrastructure Senior 100 80 70 F/T Kelvin McKay Infrastructure Expert 120 96 84 P/T Kevin Hogg Field Support Junior 60 48 42 F/T Kirby Laska Client Support Intermediate 80 64 56 F/T Misc. (Brian West, Keith Arriss etc.) Misc. Expert 120 96 84 P/T Randy Groeneveld AS400 Support Senior 100 80 70 P/T Randy Groeneveld AS400 Support System Check 65 52 45.5 P/T Robin Bell Infrastructure Expert 120 96 84 P/T Ross MacKay App Development Senior 100 80 70 P/T Simon Graham Infrastructure Senior 100 80 70 F/T

CNRL has the right to approve all staff assigned to the account. FutureLink reserves the right to change staff assigned to the account from time to time with fifteen (15) days notice. Replacement staff must be approved by CNRL.

EXHIBIT 10.36 [Ameriquest Mortgage Company Letterhead] MASTER CONSULTING AGREEMENT [Agreement #CM001] This Agreement (the "Agreement") is made and entered into as of the thirty first day of December, 1999, by and between AMERIQUEST MORTGAGE COMPANY (the "Company"), a Delaware corporation, and FutureLink Micro Visions Corp., a Delaware corporation. RECITAL WHEREAS, FutureLink Micro Visions Corp. and the Company desire to set forth the terms and conditions upon which FutureLink Micro Visions Corp. will render any future services to the Company. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the above recitals and of the terms, covenants and conditions hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Duties of FutureLink Micro Visions Corp.

EXHIBIT 10.36 [Ameriquest Mortgage Company Letterhead] MASTER CONSULTING AGREEMENT [Agreement #CM001] This Agreement (the "Agreement") is made and entered into as of the thirty first day of December, 1999, by and between AMERIQUEST MORTGAGE COMPANY (the "Company"), a Delaware corporation, and FutureLink Micro Visions Corp., a Delaware corporation. RECITAL WHEREAS, FutureLink Micro Visions Corp. and the Company desire to set forth the terms and conditions upon which FutureLink Micro Visions Corp. will render any future services to the Company. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the above recitals and of the terms, covenants and conditions hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Duties of FutureLink Micro Visions Corp. (a) FutureLink Micro Visions Corp. shall serve in the capacity of consultant to the Company to complete the agreed upon assignments in accordance with the instructions of the Company and the specifications of any related exhibit to this Agreement. The Company shall engage FutureLink Micro Visions Corp. to provide during the term of this Agreement such services of a consulting or advisory nature as the Company may request with respect to its business including, by way of example and not by way of limitation, technical and analytical advice and services with respect to the FiTech system and any other programming and/or design efforts as detailed in the attached exhibits. (b) FutureLink Micro Visions Corp. shall devote its best efforts to perform the duties as outlined in attached exhibits, so as to advance the interests of the Company. From time to time additional exhibits may be added to this agreement upon written approval from both parties. (c) FutureLink Micro Visions Corp. shall act solely in a consulting capacity hereunder and shall not have any authority to act for the Company, to give instructions or orders on behalf of the Company or otherwise bind, obligate or make commitments for or on behalf of the Company. (d) FutureLink Micro Visions Corp. agrees and acknowledges that at no time during the effectiveness of this Agreement will FutureLink Micro Visions Corp., or any of Consultant's employees, be treated as an employee or employees of the Company. All payments made to FutureLink Micro Visions Corp. by the Company (whether for services rendered, expenses, or otherwise) under this Agreement will be recorded as income payments to FutureLink Micro Visions Corp. and will be reported to the Internal Revenue Service on Form 1099. The Company is under no obligation to withhold or pay any taxes or charges relating to any compensation payable hereunder, including, without limitation, any federal, state, or local income, withholding or payroll taxes; FICA (social security taxes); state disability insurance premiums; Medicare or similar payments. FutureLink Micro Visions Corp. shall be solely responsible to pay all taxes, insurance and other withholding payments with respect to such compensation and FutureLink Micro Visions Corp. specifically relieves the Company of all such responsibilities. FutureLink Micro Visions Corp. agrees to indemnify, defend, and hold the Company harmless from any claims, costs, or expenses arising out of any withholding obligations imposed on the Company. (e) In the event this Agreement contradicts the attached exhibits, the exhibits shall control. (f) All personnel of FutureLink Micro Visions Corp. assigned to perform service for the Company pursuant to this Agreement shall be approved in writing in advance by the Company.

2. Term. The term of this Agreement shall be for the period commencing on the date of this Agreement and terminating on the unilateral, written termination of this Agreement by either FutureLink Micro Visions Corp. or the Company in its sole and absolute discretion, with sixty (60) days notice. FutureLink Micro Visions Corp., 144475 Agreement CM001 page 1 of 9

Ameriquest Mortgage Company 3. Compensation. As full and complete compensation for services rendered to the Company in the capacity set forth above, the Company shall pay FutureLink Micro Visions Corp. the amounts agreed upon in the attached exhibits. No sharing of hours between exhibits is permitted without the prior written agreement of both parties. FutureLink Micro Visions Corp. hereby acknowledges and agrees that FutureLink Micro Visions Corp. shall have no right whatsoever at any time to any income or profit of the Company. 4. Termination. (a) Termination without cause: [1] Either the Company or FutureLink Micro Visions Corp. may unilaterally terminate this Agreement with or without cause at any time, with sixty (60) days written notice. [2] Notwithstanding any termination of this Agreement by either party pursuant to this paragraph 4(a), the Company shall pay FutureLink Micro Visions Corp.; (A) for any services rendered by FutureLink Micro Visions Corp. prior to such termination, all in accordance with the exhibits to this agreement; (B) any and all expenses incurred by FutureLink Micro Visions Corp. prior to termination which are otherwise reimbursable in accordance with Section 5 of this Agreement. [3] Company shall pay the compensation owed FutureLink Micro Visions Corp. pursuant to Sections 4(a)[2](A) and (B) above within thirty (30) days of the termination of this Agreement. (b) Termination for Cause: [1] The Company may terminate this Agreement at any time, without notice to FutureLink Micro Visions Corp., for cause. For the purposes of this paragraph 4(b)[1], cause shall mean any breach by FutureLink Micro Visions Corp. of the terms or conditions of this Agreement or any of the exhibits which may from time to time be attached hereto, or the failure of FutureLink Micro Visions Corp. otherwise to perform all of its obligations hereunder in a competent and professional manner. [2] Upon termination of this Agreement for cause, the Company shall be obligated to pay FutureLink Micro Visions Corp. only for those services satisfactorily completed prior to the event or events which gave rise to the termination by the Company as provided for in paragraph 4(b)[1] above. Such payments shall be made within thirty (30) days of the termination of this Agreement at the rate set forth in the applicable exhibit. 5. Expenses. (a) Ameriquest shall reimburse FutureLink Micro Visions Corp. for reasonable business, travel and entertainment expenses incurred on behalf of Ameriquest and in connection with duties and responsibilities to Ameriquest; provided, however, that all requests for any reimbursement of any expense of FutureLink Micro Visions Corp. shall be supported by such documentation as is necessary for said expenses to be deducted for federal income tax purposes. Not withstanding any term or provision herein to the contrary, FutureLink Micro Visions Corp. shall not be entitled to, nor receive, reimbursement of any expense without the express, prior written consent of any one of the Chairman, the President or the Chief Information Officer of Ameriquest, which consent may be withheld in such officer's sole and absolute discretion, acting reasonably. In addition, Ameriquest, in its sole and absolute discretion, acting reasonably, may designate at any time those expenses of FutureLink Micro Visions Corp. which shall be allocated to, and reimbursed by Ameriquest. FutureLink Micro Visions Corp. shall submit any and all expenses for which it desires reimbursement within thirty (30) days of incurring the expense.

Ameriquest Mortgage Company 3. Compensation. As full and complete compensation for services rendered to the Company in the capacity set forth above, the Company shall pay FutureLink Micro Visions Corp. the amounts agreed upon in the attached exhibits. No sharing of hours between exhibits is permitted without the prior written agreement of both parties. FutureLink Micro Visions Corp. hereby acknowledges and agrees that FutureLink Micro Visions Corp. shall have no right whatsoever at any time to any income or profit of the Company. 4. Termination. (a) Termination without cause: [1] Either the Company or FutureLink Micro Visions Corp. may unilaterally terminate this Agreement with or without cause at any time, with sixty (60) days written notice. [2] Notwithstanding any termination of this Agreement by either party pursuant to this paragraph 4(a), the Company shall pay FutureLink Micro Visions Corp.; (A) for any services rendered by FutureLink Micro Visions Corp. prior to such termination, all in accordance with the exhibits to this agreement; (B) any and all expenses incurred by FutureLink Micro Visions Corp. prior to termination which are otherwise reimbursable in accordance with Section 5 of this Agreement. [3] Company shall pay the compensation owed FutureLink Micro Visions Corp. pursuant to Sections 4(a)[2](A) and (B) above within thirty (30) days of the termination of this Agreement. (b) Termination for Cause: [1] The Company may terminate this Agreement at any time, without notice to FutureLink Micro Visions Corp., for cause. For the purposes of this paragraph 4(b)[1], cause shall mean any breach by FutureLink Micro Visions Corp. of the terms or conditions of this Agreement or any of the exhibits which may from time to time be attached hereto, or the failure of FutureLink Micro Visions Corp. otherwise to perform all of its obligations hereunder in a competent and professional manner. [2] Upon termination of this Agreement for cause, the Company shall be obligated to pay FutureLink Micro Visions Corp. only for those services satisfactorily completed prior to the event or events which gave rise to the termination by the Company as provided for in paragraph 4(b)[1] above. Such payments shall be made within thirty (30) days of the termination of this Agreement at the rate set forth in the applicable exhibit. 5. Expenses. (a) Ameriquest shall reimburse FutureLink Micro Visions Corp. for reasonable business, travel and entertainment expenses incurred on behalf of Ameriquest and in connection with duties and responsibilities to Ameriquest; provided, however, that all requests for any reimbursement of any expense of FutureLink Micro Visions Corp. shall be supported by such documentation as is necessary for said expenses to be deducted for federal income tax purposes. Not withstanding any term or provision herein to the contrary, FutureLink Micro Visions Corp. shall not be entitled to, nor receive, reimbursement of any expense without the express, prior written consent of any one of the Chairman, the President or the Chief Information Officer of Ameriquest, which consent may be withheld in such officer's sole and absolute discretion, acting reasonably. In addition, Ameriquest, in its sole and absolute discretion, acting reasonably, may designate at any time those expenses of FutureLink Micro Visions Corp. which shall be allocated to, and reimbursed by Ameriquest. FutureLink Micro Visions Corp. shall submit any and all expenses for which it desires reimbursement within thirty (30) days of incurring the expense. (b) For FutureLink Micro Visions Corp. employees residing outside the Southern California Area, and not mentioned in Exhibits 1, 2, and 3, Ameriquest will provide for the following expenses: [1] For hours worked less than or equal to 80 billable hours, Ameriquest will pay for all expenses relating to Airfare, lodging, per diem and car rental.

FutureLink Micro Visions Corp., 144475 Agreement CM001 page 2 of 9

AMERIQUEST MORTGAGE COMPANY (2) For hours worked greater than 80 billable hours, Ameriquest will pay for airfare only. FutureLink Micro Visions Corp. will pay for lodging, per diem and car rental. 6. Miscellaneous. (a) Confidential Information. During their retention hereunder and thereafter, FutureLink Micro Visions Corp. will not disclose to any person or persons not directly connected with the Company, or use for their own benefit, any of the trade secrets, financial information, systems, records or business methods of the Company or its affiliates, or any of the business relationships between the Company or its affiliates and any of their business partners or clients, unless such disclosure shall be in direct connection with or as a part of FutureLink Micro Visions Corp. performance of duties hereunder. In the event that FutureLink Micro Visions Corp. is requested in any proceeding to disclose any Confidential Information, it shall give the Company prompt notice of such request so that the Company may seek an appropriate protective order. It is further agreed that if in the absence of a protective order FutureLink Micro Visions Corp. is nonetheless compelled to disclose Confidential Information, FutureLink Micro Visions Corp. may disclose such information without liability hereunder, provided that FutureLink Micro Visions Corp. shall give written notice to the Company of the information to be disclosed as far in advance of its disclosure as is practicable and, upon the Company's request and at the Company's expense, FutureLink Micro Visions Corp. shall cooperate with the Company to obtain assurances that confidential treatment will be accorded to such information. FutureLink Micro Visions Corp. agrees that upon the Company's request it will promptly redeliver to the Company all copies of the Confidential Information. The term "Confidential Information" does not include information which was or becomes generally available to FutureLink Micro Visions Corp. on a non-confidential basis; provided that the source of such information was not bound by a confidentiality agreement. It is agreed that money damages would not be a sufficient remedy for any breach of this agreement and that in addition to all other remedies, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The provisions of this section shall survive the expiration or any earlier termination of this Agreement. (b) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. (c) Amendment. This Agreement may be amended, modified, superseded or canceled and any of the terms, covenants or conditions hereof may be amended, only by a written instrument executed by both parties hereto. (d) Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (e) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be the appropriate court of jurisdiction in Orange County, California. (f) Severability. If any provision hereof shall be found to be invalid or unenforceable, all of the other provisions shall nonetheless remain in full force and effect to the maximum extent permitted by law. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. FutureLink Micro Visions Corp. 144475 Agreement CM001 Page 3 of 9

AMERIQUEST MORTGAGE COMPANY (2) For hours worked greater than 80 billable hours, Ameriquest will pay for airfare only. FutureLink Micro Visions Corp. will pay for lodging, per diem and car rental. 6. Miscellaneous. (a) Confidential Information. During their retention hereunder and thereafter, FutureLink Micro Visions Corp. will not disclose to any person or persons not directly connected with the Company, or use for their own benefit, any of the trade secrets, financial information, systems, records or business methods of the Company or its affiliates, or any of the business relationships between the Company or its affiliates and any of their business partners or clients, unless such disclosure shall be in direct connection with or as a part of FutureLink Micro Visions Corp. performance of duties hereunder. In the event that FutureLink Micro Visions Corp. is requested in any proceeding to disclose any Confidential Information, it shall give the Company prompt notice of such request so that the Company may seek an appropriate protective order. It is further agreed that if in the absence of a protective order FutureLink Micro Visions Corp. is nonetheless compelled to disclose Confidential Information, FutureLink Micro Visions Corp. may disclose such information without liability hereunder, provided that FutureLink Micro Visions Corp. shall give written notice to the Company of the information to be disclosed as far in advance of its disclosure as is practicable and, upon the Company's request and at the Company's expense, FutureLink Micro Visions Corp. shall cooperate with the Company to obtain assurances that confidential treatment will be accorded to such information. FutureLink Micro Visions Corp. agrees that upon the Company's request it will promptly redeliver to the Company all copies of the Confidential Information. The term "Confidential Information" does not include information which was or becomes generally available to FutureLink Micro Visions Corp. on a non-confidential basis; provided that the source of such information was not bound by a confidentiality agreement. It is agreed that money damages would not be a sufficient remedy for any breach of this agreement and that in addition to all other remedies, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The provisions of this section shall survive the expiration or any earlier termination of this Agreement. (b) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. (c) Amendment. This Agreement may be amended, modified, superseded or canceled and any of the terms, covenants or conditions hereof may be amended, only by a written instrument executed by both parties hereto. (d) Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (e) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be the appropriate court of jurisdiction in Orange County, California. (f) Severability. If any provision hereof shall be found to be invalid or unenforceable, all of the other provisions shall nonetheless remain in full force and effect to the maximum extent permitted by law. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. FutureLink Micro Visions Corp. 144475 Agreement CM001 Page 3 of 9

Ameriquest Mortgage Company

Ameriquest Mortgage Company (h) Notices. Any notice required or permitted to be given under this Agreement by FutureLink Micro Visions Corp. to the Company shall be in writing, personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid and addressed to Ameriquest Mortgage Company, 1100 Town & Country Road, 11th Floor, Orange, California 92668, Attention: General Legal Counsel, or such other address as the Company may specify from time to time by like notice to FutureLink Micro Visions Corp. Any notice required or permitted to be given under this Agreement by the Company to FutureLink Micro Visions Corp. shall be in writing, sent by registered or certified United States mail, return receipt requested, postage prepaid or personally delivered and addressed to FutureLink Micro Visions Corp., 6 Morgan, Suite 100, Irvine, California 92618, or at such other address as FutureLink Micro Visions Corp. may specify from time to time by like notice to the Company. Any notice personally delivered shall be effective upon delivery. Any notice sent by mail in the manner provided herein shall be effective on the date of delivery or refusal indicated on the return receipt. (i) Non-Exclusivity. Nothing in the agreement shall be construed to confer upon FutureLink Micro Visions Corp. the exclusive rights to provide consulting services of the type set forth in paragraph 1 above or in any exhibits. The Company specifically reserves the right to retain any other consultant or independent contractors to perform any service whether or not related to those referred to in this agreement. 7. Proprietary Rights. The original work product shall be considered a work for hire and shall be the exclusive property of the Company and FutureLink Micro Visions Corp. shall have no ownership interest therein, except to the extent the original work product embeds any of FutureLink Micro Visions Corp.'s previously developed proprietary software. Micro Vision's Proprietary Software shall remain the exclusive property of FutureLink Micro Visions Corp. and the Company shall have no ownership interest therein, but the Company shall have nonexclusive right to use Micro Vision's Proprietary Software to the extent embedded in the original work product. 8. Non-Solicitation of Ameriquest Mortgage Company Employees. FutureLink Micro Visions Corp. recognizes that the Company employees constitute a valuable asset of the company. Accordingly, FutureLink Micro Visions Corp. hereby agrees not to employ or enter into a consulting relationship with any person who is currently employed by the Company during the course of this agreement and for a period of two (2) years from the date of completion of this agreement without prior written approval by the Company. 9. Discount. In the purchase of Citrix software products, FutureLink Micro Visions Corp. will give Ameriquest a discount of 27% off the current published Citrix list price and Ameriquest agrees to use FutureLink Micro Visions Corp. exclusively for all Citrix purchases. In consideration for this agreement, FutureLink Micro Visions Corp. will reduce the basic hourly programming rate for FiTECH programming services from $165 hourly to $160 hourly. If Ameriquest elects not to purchase Citrix software from FutureLink Micro Visions Corp., and purchases Citrix software from another vendor, the programming hourly rate for the FiTECH programming services will increase to $165 immediately. page 4 of 9

AMERIQUEST MORTGAGE COMPANY 10. Credit. As a cost reduction to FiTECH programming, FutureLink Micro Visions Corp. will provide a credit based on the cumulative purchase of hardware, software and services (Citrix software purchases, FiTECH programming services, and expense reimbursements, shall not be subject to credit), to be applied to future invoiced FiTECH programming hours in the month of purchase, as follows (this will appear as a line item credit on all future invoices):
$100,000.00 200,001.00 300,001.00 400,001.00 500,001.00 600,001.00 700,001.00 800,001.00 $200,000.00 $300,000.00 $400,000.00 $500,000.00 $600,000.00 $700,000.00 $800,000.00 $900,000.00 0.200% 0.400% 0.600% 0.800% 1.000% 1.200% 1.400% 1.600%

AMERIQUEST MORTGAGE COMPANY 10. Credit. As a cost reduction to FiTECH programming, FutureLink Micro Visions Corp. will provide a credit based on the cumulative purchase of hardware, software and services (Citrix software purchases, FiTECH programming services, and expense reimbursements, shall not be subject to credit), to be applied to future invoiced FiTECH programming hours in the month of purchase, as follows (this will appear as a line item credit on all future invoices):
$100,000.00 200,001.00 300,001.00 400,001.00 500,001.00 600,001.00 700,001.00 800,001.00 900,001.00 1,000,001.00 1,100,001.00 1,200,001.00 1,300,001.00 1,400,001.00 1,500,001.00 1,600,001.00 1,700,001.00 1,800,001.00 1,900,001.00 2,000,001.00+ $200,000.00 $300,000.00 $400,000.00 $500,000.00 $600,000.00 $700,000.00 $800,000.00 $900,000.00 $1,000,000.00 $1,100,000.00 $1,200,000.00 $1,300,000.00 $1,400,000.00 $1,500,000.00 $1,600,000.00 $1,700,000.00 $1,800,000.00 $1,900,000.00 $2,000,000.00 0.200% 0.400% 0.600% 0.800% 1.000% 1.200% 1.400% 1.600% 1.800% 2.000% 2.200% 2.400% 2.600% 2.800% 3.000% 3.200% 3.400% 3.600% 3.800% 4.000%

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement in Orange, California, as of the date first above written. AMERIQUEST MORTGAGE COMPANY
By: /s/ H. Lynn Ryan ----------------------H. Lynn Ryan, E.V.P. Chief Information Officer 12/10/99 -------Date

FutureLink Micro Visions Corp.
By: /s/ Glen Holmes ----------------------Mr. Glen Holmes, President COO 12/21/99 -------Date

FutureLink Micro Visions Corp. 144475 Agreement CM001 page 5 of 9

AMERIQUEST MORTGAGE COMPANY EXHIBIT 1 [CM001.001] FITECH SYSTEM PROJECT DESCRIBE DELIVERABLES, RATE, ETC. HERE

AMERIQUEST MORTGAGE COMPANY EXHIBIT 1 [CM001.001] FITECH SYSTEM PROJECT DESCRIBE DELIVERABLES, RATE, ETC. HERE MR. CHARLES POPE, in the capacity of programming support, commencing on or about 01/01/2000 and extend through on or about 06/30/2000* provided at the rate of $160.00 per hour straight time. Maximum approved amount this exhibit is 1,000* hours and $165,000.00. *Note: The contract period and number of hours may be extended at the same rate through June 30, 2001 with ninety (90) days written notice to FutureLink Micro Visions Corp prior to agreement expiration. ADDITIONAL TERMS: * If the Company requires programming support in excess of 1,000 hours, the above rate schedule applies to the programmer providing the services. * Authorized overtime will be billed at 1 1/2 times hourly rate for unscheduled weekend work. FutureLink Micro Visions Corp. will be given five (5) days notice for scheduled weekend work. * This agreement does not include the development and management of FiTech System forms, as they will be managed separately. * This agreement provides for pager support and four (4) hour on site support on a "7 day/24 hour" basis in support of FiTech Systems Application by FutureLink Micro Visions Corp. personnel named above. * This agreement provides for a team of three (3) technically proficient FiTech System personnel to supplement Company personnel. Any changes to the FutureLink Micro Visions Corp. team, either by Company or FutureLink Micro Visions Corp. will be made with fifteen (15) days written notice. Replacement (not currently on FutureLink Micro Visions Corp. FiTech System team) will require a $12,000 credit Company to allow for knowledge transfer. AMERIQUEST MORTGAGE COMPANY
By: /s/ H. Lynn Ryan --------------------------------(Authorized Signature) H. Lynn Ryan, EVP Chief Information Officer 12/10/99 -------(Date)

FutureLink Micro Visions Corp.
By: /s/ Glen C. Holmes --------------------------------(Authorized Signature) Mr. Glen Holmes, President & COO FutureLink Micro Visions Corp. 12/21/99 -------(Date)

Futurelink Micro Visions Corp. 144475 Agreement CM001 page 6 of 9

AMERIQUEST MORTGAGE COMPANY Exhibit 2 [CM001.002] FiTech System Project DESCRIBE DELIVERABLES, RATE, ETC. HERE MR. CORDELL EARL, in the capacity of programming support, commencing on or about 01/01/2000 and extend through on or about 12/31/2000* provided at the rate of $160.00 per hour straight time. Maximum approved amount this exhibit is 2,000* hours and $330,000.00. * Note: The contract period and number of hours may be extended at the same rate through June 30, 2001 with ninety (90) days written notice to FutureLink Micro Visions Corp prior to agreement expiration. ADDITIONAL TERMS: - If the Company requires programming support in excess of 2,000 hours, the above rate schedule applies to the programmer providing the services. - Authorized overtime will be billed at 1 1/2 times hourly rate for unscheduled weekend work. FutureLink Micro Visions Corp. will be given five (5) days notice for scheduled weekend work. - This agreement does not include the development and management of FiTech System forms, as they will be managed separately. - This agreement provides for paper support and four (4) hour on site support on a "7 day / 24 hour" basis in support of FiTech Systems Application by FutureLink Micro Visions Corp. personnel, named above. - This agreement provides for a team of three (3) technically proficient FiTech System personnel to supplement Company personnel. Any changes to the FutureLink Micro Visions Corp. team, either by Company or FutureLink Micro Visions Corp. will be made with fifteen (15) days written notice. Replacement (not currently on FutureLink Micro Visions Corp. FiTech System team) will require a $12,000 credit to Company to allow for knowledge transfer. AMERIQUEST MORTGAGE COMPANY
By: /s/ H. Lynn Ryan ----------------------------(Authorized Signature) H. Lynn Ryan, EVP Chief Information Officer 12/10/99 --------------Date

FUTURELINK MICRO VISIONS CORP.
/s/ Glen Holmes ----------------------------(Authorized Signature) Mr. Glen Holmes, President & COO By: 12/21/99 --------------Date

FutureLink Micro Visions Corp., 144475 Agreement CM001 page 7 of 9

Ameriquest Mortgage Company EXHIBIT 3

Ameriquest Mortgage Company EXHIBIT 3 [CM001.003] FiTech System Project DESCRIBE DELIVERABLES, RATE, ETC. HERE DARYL NICKERSON, in the capacity of programming support, commencing on or about 01/01/2000 and extend through on or about 12/31/2000* provided at the rate of $160.00 per hour straight time. Maximum approved amount this exhibit is 2,000* hours and $330,000.00. * Note: The contract period and number of hours may be extended at the same rate through June 30, 2001 with ninety (90) days written notice to FutureLink Micro Visions Corp prior to agreement expiration. ADDITIONAL TERMS: * If the Company requires programming support in excess of 2,000 hours, the above rate schedule applies to the programmer providing the services. * Authorized overtime will be billed at 1 1/2 times hourly rate for unscheduled weekend work. FutureLink Micro Visions Corp. will be given five (5) days notice for scheduled weekend work. * This agreement does not include the development and management of FITech System forms, as they will be managed separately. * This agreement provides for pager support and four (4) hour on site support on a "7 day/24 hour" basis in support of FiTech Systems Application by FutureLink Micro Visions Corp. personnel, named above. * This agreement provides for a team of three (3) technically proficient FiTech System personnel to supplement Company personnel. Any changes to the FutureLink Micro Visions Corp. team, either by Company or FutureLink Micro Visions Corp. will be made with fifteen (15) days written notice. Replacement (not currently on FutureLink Micro Visions Corp. FiTech System team) will require a $12,000 credit to Company to allow for knowledge transfer. AMERIQUEST MORTGAGE COMPANY
By: /s/ H. Lynn Ryan -----------------------------(Authorized Signature) H. Lynn Ryan, EVP Chief Information Officer 12/10/99 -------Date

FutureLink Micro Visions Corp.
By: /s/ Glen Holmes -----------------------------(Authorized Signature) Mr. Glen Holmes, President 12/21/99 -------Date

FutureLink Micro Visions Corp., 144475 Agreement CM001 page 8 of 9

Ameriquest Mortgage Company EXHIBIT 4 [CM001,004] FiTech System Project DESCRIBE DELIVERABLES, RATE, ETC. HERE Damaris Duplan, in the capacity of programming support, commencing on an as needed basis at the rate of $160.00 per hour straight time. Maximum approved amount this exhibit is 2,000* hours and $330,000.00. For FutureLink Micro Visions Corp. employee Damaris Duplan, Ameriquest will pay for all expenses relating to Airfare, lodging, per diem and car rental. Additional Terms: * If the Company requires programming support in excess of 2,000 hours, the above rate schedule applies to the programmer providing the services. * Authorized overtime will be billed at 1 1/2 times hourly rate for unscheduled weekend work. FutureLink Micro Visions Corp. will be given five (5) days notice for scheduled weekend work. * This agreement does not include the development and management of FiTech System forms, as they will be managed separately. AMERIQUEST MORTGAGE COMPANY
By: /s/ H. Lynn Ryan -------------------------------------(Authorized Signature) H. Lynn Ryan, EVP Chief Information Officer 12/10/99 ---------Date

FutureLink Micro Visions Corp. By: /s/ Glen Holmes -------------------------------------(Authorized Signature) Mr. Glen Holmes, President 12/21/99 ---------Date

FutureLink Micro Visions Corp., 144475 Agreement CM001 page 9 of 9

EXHIBIT 10.37 EXODUS COMMUNICATIONS, INC. INTERNET DATA CENTER SERVICES AGREEMENT THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Submission Date (May 7, 1999) indicated in the initial Internet Data Center Services Order Form accepted by Exodus, by and between Exodus Communications, Inc. ("Exodus") and the customer identified below

EXHIBIT 10.37 EXODUS COMMUNICATIONS, INC. INTERNET DATA CENTER SERVICES AGREEMENT THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Submission Date (May 7, 1999) indicated in the initial Internet Data Center Services Order Form accepted by Exodus, by and between Exodus Communications, Inc. ("Exodus") and the customer identified below ("Customer"). PARTIES: CUSTOMER NAME: Micro Visions
ADDRESS: 6 Morgan Suite 100, Irvine, CA 92618 (949) 837-8252 (949) 837-8387

PHONE: FAX:

EXODUS COMMUNICATIONS, INC. 2831 Mission College Blvd Santa Clara, CA 95054 Phone: (408) 346-2200 Fax: (408) 346-2420 1. INTERNET DATA CENTER SERVICES. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Exodus will provide to Customer the services described in the Internet Data Center Services Order Form(s) ("IDC Services Order Form(s)") accepted by Exodus, or substantially similar services if such substantially similar services would provide Customer with substantially similar benefits ("Internet Data Center Services"). All IDC Services Order Forms accepted by Exodus are incorporated herein by this reference, each as of the Submission Date indicated in such form. 2. FEES AND BILLING. 2.1 Fees. Customer will pay all fees due according to the IDC Services Order Form(s). 2.2 Billing Commencement. Billing for Internet Data Center Services, other than Setup Fees, indicated in the initial IDC Services Order Form shall commence on the earlier to occur of (i) the "Installation Date" indicated in the initial IDC Services Order Form, regardless of whether Customer has commenced use of the Internet Data Center Services, unless Customer is unable to install the Customer Equipment and/or use the Internet Data Center Services by the Installation Date due to the fault of Exodus, then billing will not begin until the date Exodus has remedied such fault and (ii) the date the "Customer Equipment" (Customer's computer hardware and other tangible equipment, as identified in the Customer Equipment List which is incorporated herein by this reference) is placed by Customer in the "Customer Area" (the portion(s) of the Internet Data Centers, as defined in Section 3.1 below, made available to Customer hereunder for the placement of Customer Equipment) and is operational. All Setup Fees will be billed upon receipt of a Customer signed IDC Services Order Form. In the event that Customer orders additional Internet Data Center Services, billing for such services shall commence on the date Exodus first provides such additional Internet Data Center Services to Customer or as otherwise agreed to by Customer and Exodus. 2.3 Billing and Payment Terms. Customer will be billed monthly in advance of the provision of Internet Data Center Services, and payment of such fees will be due within thirty (30) days of the date of each Exodus invoice. All payments will be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of one and one-

half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If in its judgment Exodus determines that Customer is not creditworthy or is otherwise not financially secure, Exodus may, upon written notice to Customer, modify the payment terms to require full payment before the provision of Internet Data Center Services or other assurances to accrue Customer's payment obligations hereunder. 2.4 Taxes. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which Customer will be responsible for and will pay in full, except for taxes bused on Exodus' net income. 3. CUSTOMER'S OBLIGATIONS. 3.1 Compliance with Law and Rules and Regulations. Customer agrees that Customer will comply at all times with all applicable laws and regulations and Exodus' general rules and regulations relating to its provision of Internet Data Center Services, as updated by Exodus from time to time ("Rules and Regulations"). Customer acknowledges that Exodus exercises no control whatsoever over the content of the information passing through its sites containing the Customer Area and equipment and facilities used by Exodus to provide Internet Data Center Services ("Internet Data Centers"), and that it is the sole responsibility of Customer to ensure that the information it transmits and receives complies with all applicable laws and regulations. 3.2 Customer's Costs. Customer agrees that it will be solely responsible, and at Exodus's request will reimburse Exodus, for all costs and expenses (other than those included as part of the Internet Data Center Services and except as otherwise expressly provided herein) it incurs in connection with this Agreement. 3.3 Access and Security. Customer will be fully responsible for any charges, costs, expenses (other than those included in the Internet Data Center Services), and third party claims that amy result from its use of, or access to, the Internet Data Centers and/or the Customer Area including but not limited to any unauthorized use of any access devices provided by Exodus hereunder. Except with the advanced written consent of Exodus, Customer's access to the Internet Data Centers will be limited solely to the individuals identified and authorized by Customer to have access to the Internet Data Centers and the Customer Area in accordance with this Agreement, as identified in the Customer Registration Form, as amended from time to time, which is hereby incorporated by this reference ("Representatives"). 3.4 No Competitive Services. Customer may not at any time permit any Internet Data Center Services to be utilized for the provision of any services that compete with any Exodus services, without Exodus' prior written consent. 3.5 Insurance. (a) Minimum Levels. Customer will keep in full force and effect during the term of this Agreement: (i) comprehensive general liability insurance in an amount not less than $5 million per occurrence for bodily injury and property damage; (ii) employer's liability insurance in an amount not less than $1 million per occurrence; and (iii) workers' compensation insurance in an amount not less than that required by applicable law. Customer also agrees that it will, and will be solely responsible for ensuring that it agents (including contractors and subcontractors) maintain, other insurance at levels no less than those required by applicable law and customary in Customer's and its agents' industries. (b) Certificates of Insurance. Prior to installation of any Customer Equipment in the Customer Area, Customer will furnish Exodus with certificates of insurance which evidence the minimum levels of insurance set forth above. (c) Naming Exodus as an Additional Insured. Customer agrees that prior to the installation of any Customer Equipment, Customer will cause its insurance provider(s) to name Exodus as an additional insured and notify Exodus in writing of the effective date thereof. 4. CONFIDENTIAL INFORMATION. 4.1 Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, including the terms and conditions of this Agreement ("Confidential Information"). Confidential Information will include, but not

be limited to, each party's proprietary software and customer information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. 4.2 Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. 5. REPRESENTATIONS AND WARRANTIES. 5.1 Warranties by Customer. (a) Customer Equipment. Customer represents and warrants that it owns or has the legal right and authority, and will continue to own or maintain the legal right and authority during the term of this Agreement, to place and use the Customer Equipment as contemplated by this Agreement. Customer further represents and warrants that its placement, arrangement, and use of the Customer Equipment in the Internet Data Centers complies with the Customer Equipment Manufacturer's environmental and other specifications. (b) Customer's Business. Customer represents and warrants that Customer's services, products, materials, data, information and Customer Equipment used by Customer in connection with this Agreement as well as Customer's and its permitted customers' and users' use of the Internet Data Center Services (collectively, "Customer's Business") does not as of the Installation Date, and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation. (c) Rules and Regulations. Customer has read the Rules and Regulations and represents and warrants that Customer and Customer's Business are currently in full compliance with the Rules and Regulations, and will remain so at all times during the term of this Agreement. (d) Breach of Warranties. In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Exodus will have the right immediately, in Exodus' sole discretion, to suspend any related Internet Data Center Services if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its business. Page 1

5.2 Warranties and Disclaimers by Exodus. 5.2(a) Service Level Warranty. In the event Customer experiences any of the following and Exodus determines in its reasonable judgment that such inability was caused by Exodus' failure to provide Internet Data Center Services for reasons within Exodus' reasonable control and not as a result of any actions or inactions of Customer or any third parties (including Customer Equipment and third party equipment), Exodus will, upon Customer's request in accordance with paragraph (iii) below, credit Customer's account as described below: (i) Inability to Access the Internet (Downtime). If Customer is unable to transmit and receive information from Exodus' Internet Data Centers (i.e., Exodus' LAN and WAN) to other portions of the Internet because Exodus failed to provide the Internet Data Center Services for more than fifteen (15) consecutive minutes, Exodus will credit Customer's account the pro-rata connectivity charges (i.e., all bandwidth related charges) for one (1) day of service, up to an aggregate maximum credit of connectivity charges for seven (7) days of service in any one calendar (1) month. Exodus' scheduled maintenance of the Internet Data Centers and Internet Data Center Services, as described in the Rules and Regulations, shall not be deemed to be a failure of Exodus to provide Internet Data Center Services. For purposes of the foregoing, "unable to transmit and receive" shall mean sustained packet loss in excess of 50% based on Exodus' measurements.

5.2 Warranties and Disclaimers by Exodus. 5.2(a) Service Level Warranty. In the event Customer experiences any of the following and Exodus determines in its reasonable judgment that such inability was caused by Exodus' failure to provide Internet Data Center Services for reasons within Exodus' reasonable control and not as a result of any actions or inactions of Customer or any third parties (including Customer Equipment and third party equipment), Exodus will, upon Customer's request in accordance with paragraph (iii) below, credit Customer's account as described below: (i) Inability to Access the Internet (Downtime). If Customer is unable to transmit and receive information from Exodus' Internet Data Centers (i.e., Exodus' LAN and WAN) to other portions of the Internet because Exodus failed to provide the Internet Data Center Services for more than fifteen (15) consecutive minutes, Exodus will credit Customer's account the pro-rata connectivity charges (i.e., all bandwidth related charges) for one (1) day of service, up to an aggregate maximum credit of connectivity charges for seven (7) days of service in any one calendar (1) month. Exodus' scheduled maintenance of the Internet Data Centers and Internet Data Center Services, as described in the Rules and Regulations, shall not be deemed to be a failure of Exodus to provide Internet Data Center Services. For purposes of the foregoing, "unable to transmit and receive" shall mean sustained packet loss in excess of 50% based on Exodus' measurements. (ii) Packet Loss and Latency. Exodus does not proactively monitor the packet loss or transmission latency of specific customers. Exodus does, however, proactively monitor the aggregate packet loss and transmission latency within its LAN and WAN. In the event that Exodus discovers (either from its own efforts or after being notified by Customer) that Customer is experiencing packet loss in excess of one percent (1%) ("Excess Packet Loss") or transmission latency in excess of 120 milliseconds round trip time (based on Exodus' measurements) between any two Internet Data Centers within Exodus' U.S. network (collectively, "Excess Latency", and with Excess Packet Loss "Excess Packet Loss/Latency"), and Customer notifies Exodus (or confirms that Exodus has notified Customer), Exodus will take all actions necessary to determine the source of the Excess Packet Loss/Latency. (A) Time to Discover Source of Excess Packet Loss/Latency; Notification of Customer. Within two (2) hours of discovering the existence of Excess Packet Loss/Latency, Exodus will determine whether the source of the Excess Packet Loss/Latency is limited to the Customer Equipment and the Exodus equipment connecting the Customer Equipment to Exodus' LAN ("Customer Specific Packet Loss/Latency"). If the Excess Packet Loss/Latency is not a Customer Specific Packet Loss/Latency, Exodus will determine the source of the Excess Packet Loss/Latency within two (2) hours after determining that it is not a Customer Specific Packet Loss/Latency. In any event, Exodus will notify Customer of the source of the Exodus Packet Loss/Latency within sixty (60) minutes after identifying the source. (B) Remedy of Excess Packet Loss/Latency. If the Excess Packet Loss/Latency remedy is within the sole control of Exodus, Exodus will remedy the Excess Packet Loss/Latency within two (2) hours of determining the source of the Excess Packet Loss/Latency. If the Excess Packet Loss/Latency is caused from outside of the Exodus LAN or WAN, Exodus will notify Customer and will use commercially reasonable efforts to notify the party(ies) responsible for the source and cooperate with it (them) to resolve the problem as soon as possible. (C) Failure to Determine Source and/or Resolve Problem. In the event that Exodus is unable to determine the source of and remedy the Excess Packet Loss/Latency within the time periods described above (where Exodus was solely in control of the source), Exodus will credit Customer's account the pro-rata connectivity charges for one (1) day of service for every two (2) hours after the time periods described above that it takes Exodus to resolve the problem, up to an aggregate maximum credit of connectivity charges for seven (7) days of service in any one (1) month. (iii) Customer Must Request Credit: To receive any of the credits described in this section 5.2(a), Customer must notify Exodus within three (3) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer's right to receive a credit. (iv) Remedies Shall Not Be Cumulative; Maximum Credit: In the event that Customer is entitled to multiple credits hereunder arising from the same event, such credits shall not be cumulative and Customer shall be entitled to receive only the maximum single credit available for such event. In no event will Exodus be required to credit Customer in any one (1) calendar month connectivity charges in excess of seven (7) days of service. A credit

shall be applied only to the month in which there was the incident that resulted in the credit. Customer shall not be eligible to receive any credits for periods in which Customer received any Internet Data Center Services free of charge. (v) Termination Option for Chronic Problems: If in any single calendar month, Customer would be able to receive credits totaling fifteen (15) or more days (but for the limitation in paragraph (iv) above) resulting from three (3) or more events during such calendar month or, if any single event entitling customer to credits under paragraph 5.2 (a)(i) exists for a period of eight (8) consecutive hours, then, Customer may terminate this Agreement for cause and without penalty by notifying Exodus within five (5) days following the end of such calendar month. Such termination will be effective thirty (30) days after receipt of such notice by Exodus. THIS WARRANTY DOES NOT APPLY TO ANY INTERNET DATA CENTER SERVICES THAT EXPRESSLY EXCLUDE THIS WARRANTY (AS DESCRIBED IN THE SPECIFICATION SHEETS FOR SUCH PRODUCTS). THIS SECTION 5.2(a) STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY EXODUS TO PROVIDE INTERNET DATA CENTER SERVICES. (b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN SUBSECTION (a) ABOVE, THE INTERNET DATA CENTER SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT ITS OWN RISK. EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXODUS DOES NOT WARRANT THAT THE INTERNET DATA CENTER SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. (c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS' INTERNET DATA CENTERS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH EXODUS' CUSTOMERS' CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH EXODUS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, EXODUS CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. 6. LIMITATIONS OF LIABILITY. 6.1 Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSONS VISITING THE INTERNET DATA CENTERS DOES SO AT ITS OWN RISK AND EXODUS ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN EXODUS' NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO SUCH PERSONS DURING SUCH A VISIT. 6.2 Damage to Customer Equipment or Business. EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE TO, OR LOSS RELATING TO, CUSTOMER'S BUSINESS RESULTING FROM ANY CAUSE WHATSOEVER. CERTAIN CUSTOMER EQUIPMENT, INCLUDING BUT NOT LIMITED TO CUSTOMER EQUIPMENT LOCATED ON CYBERRACKS, MAY BE DIRECTLY ACCESSIBLE BY OTHER CUSTOMERS. EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN EXODUS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO, OR LOSS OF, THE CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY TO THE THEN-CURRENT VALUE OF THE CUSTOMER EQUIPMENT. 6.3 Exclusions. EXCEPT AS SPECIFIED IN SECTIONS 6.1 AND 6.2, IN NO EVENT WILL EXODUS BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY CLAIMS

ARISING OUT OF OR RELATED TO THIS AGREEMENT, CUSTOMER EQUIPMENT, CUSTOMER'S BUSINESS OR OTHERWISE, AND ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE,INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR OF ANY CUSTOMER EQUIPMENT OR CUSTOMER'S BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 6.4 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXODUS'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO EXODUS HEREUNDER FOR THIS PRIOR TWELVE (12) MONTH PERIOD. 6.5 Customer's Insurance. Customer agrees that it will not pursue any claims against Exodus for any liability Exodus may have under or relating to this Agreement until Customer first makes claims against Customer's insurance provider(s) and such insurance provider(s) finally resolve(s) such claims. 6.6 Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges that Exodus has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose. 7. INDEMNIFICATION. 7.1 Exodus' Indemnification of Customer. Exodus will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any claim, suit, action, or proceeding (each, an "Action") brought against Customer alleging (i) the infringement of any third party registered U.S. copyright or issued U.S. patent resulting from the provision of Internet Data Center Services pursuant to this Agreement (but excluding any infringement contributorily caused by Customer's Business or Customer Equipment) and (ii) personal injury to Customer's Representative from Exodus' gross negligence or willful misconduct. 7.2 Customer's Indemnification of Exodus. Customer will indemnify, defend and hold Exodus, its affiliates and customers harmless from and against any and all Losses resulting from or arising out of any Action brought by or against Exodus, its affiliates or customers alleging: (a) with respect to the Customer's Business: (i) infringement or misappropriation of any intellectual property rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; or (iii) spamming, or any other offensive, harassing or illegal conduct or violation of the Rules and Regulations; (b) any damage or destruction to the Customer Area, the Internet Data Centers or the equipment of Exodus or any other customer by Customer or Representative(s) or Customer's designees; or (c) any other damage arising from the Customer Equipment or Customer's Business. PAGE 2

7.3 Notice. Each party will provide the other party prompt written notice upon of the existence of any such event of which it becomes aware, and an opportunity to participate in the defense thereof. 8. TERM AND TERMINATION. 8.1 Term. This Agreement will be effective for a period of one (1) year from the Installation Date, unless earlier terminated according to the provisions of this Section 8. The Agreement will automatically renew for additional terms of one (1) year each. 8.2 Termination. (a) For Convenience. (i) By Customer During First Thirty Days. Customer may terminate this Agreement for convenience by providing

7.3 Notice. Each party will provide the other party prompt written notice upon of the existence of any such event of which it becomes aware, and an opportunity to participate in the defense thereof. 8. TERM AND TERMINATION. 8.1 Term. This Agreement will be effective for a period of one (1) year from the Installation Date, unless earlier terminated according to the provisions of this Section 8. The Agreement will automatically renew for additional terms of one (1) year each. 8.2 Termination. (a) For Convenience. (i) By Customer During First Thirty Days. Customer may terminate this Agreement for convenience by providing written notice to Exodus at any time during the thirty (30) day period beginning on the Installation Date. (ii) By Either Party. Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter. (b) For Cause. Either will have the right to terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Exodus; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 8.3 No Liability for Termination. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. 8.4 Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (a) Exodus will immediately cease providing the Internet Data Center Services; (b) any and all payment obligations of Customer under this Agreement will become due immediately; (c) within thirty (30) days after such expiration or termination, each party will return all Confidential Information of the other party in its possession at the time of expiration or termination and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirements; and (d) Customer will remove from the Internet Data Centers all Customer Equipment and any of its other property within the Internet Data Centers within five (5) days of such expiration or termination and return the Customer Area to Exodus in the same condition as it was on the Installation Date, normal wear and tear excepted. If Customer does not remove such property within such five-day period, Exodus will have the option to (i) move any and all such property to secure storage and charge Customer for the cost of such removal and storage, and/or (ii) liquidate the property in any reasonable manner. 8.5 Customer Equipment as Security. In the event that Customer fails to pay Exodus all amounts owed Exodus under this Agreement when due, Customer Agrees that upon written notice, Exodus may take possession of any Customer Equipment and store it, at Customer's expense, until taken in full or partial satisfaction of any lien or judgment, all without being liable to prosecution or for damages. 8.6 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8 and 9. 9. MISCELLANEOUS PROVISIONS. 9.1 Force Majeure. Except for the obligations to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the

Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance. 9.2 No Lease. This Agreement is a services agreement and is not intended to and will not constitute a lease of any real or personal property. Customer acknowledges and agrees that (i) it has been granted only a license to occupy the Customer Space and use the Internet Data Centers and any equipment provided by Exodus in accordance with this Agreement, (ii) Customer has not been granted any real property interest in the Customer Space or Internet Data Centers, and (iii) Customer has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances. For good cause, including the exercise of any rights under Section 8.5 above, Exodus may suspend the right of any Representative or other person to visit the Internet Data Centers. 9.3 Marketing. Customer agrees that Exodus may refer to Customer by trade name and trademark, and may briefly describe Customer's Business, in Exodus' marketing materials and web site. Customer hereby grants Exodus a license to use any Customer trade names and trademarks solely in connection with the rights granted to Exodus pursuant to this Section 9.3. 9.4 Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. 9.5 Non-Solicitation. During the period beginning on the Installation Date and ending on the first anniversary of the termination or expiration of this Agreement in accordance with its terms, Customer agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Exodus during such period. 9.6 Governing Law, Dispute Resolution, Severability, Waiver. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either party through binding arbitration. Arbitration will be conducted in Santa Clara County, California, under the rules and procedures of the Judicial Arbitration and Mediation Society ("JAMS"). The parties will request that JAMS appoint a single arbitrator possessing knowledge of online services agreements; however, the arbitration will proceed even if such a person is unavailable. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 9.7 Assignment; Notices. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Exodus, except that Customer may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any attempted assignment or delegation without such consent will be void. Exodus may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier. 9.8 Relationship of Parties. Exodus and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Exodus and Customer. Neither Exodus nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

9.9 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall contribute one and the same instrument. Customer's and Exodus' authorized representatives have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.
CUSTOMER EXODUS COMMUNICATIONS, INC.

Signature: /s/ GLEN C. HOLMES --------------------------Print Name: Glen C. Holmes -------------------------Title: President --------------------------

Signature: --------------------------Print Name: -------------------------Title: --------------------------

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EXHIBIT 10.38 [EMC2 LOGO] EMC CORPORATION SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") dated the _____ day of __________ 199__ is between EMC Corporation, identified herein as "EMC", and FUTURELINK CORP., identified herein as "Customer". The parties hereby agree to the following terms and conditions: 1. DEFINITIONS Acceptance: Acceptance for Software shall occur seven (7) days after shipment of such Software by EMC. Core Software: EMC microcode and firmware that enable a Designated EMC System to perform the basic storage functions. Core Software does not include any Enterprise Storage Software. Designated EMC System: The storage system owned by Customer at the Designated Site identified by the serial number set forth on the storage system cabinet. Designated Site: Customer's facility where the Heat CPU or Designated EMC System is located. Enterprise Storage Software: Software separately identified by EMC other than Care Software and Maintenance Aids, which consists of: I. Host-based Software: Software that is licensed for use on one or more Host CPUs, as designated by EMC. II. System-based Software: Software that is licensed for use on the Designated EMC System and, if applicable, one or more Host CPUs, as designated by EMC. Host CPU: A central processing unit designated by Customer for operation with the Designated EMC System. Maintenance Aids: Hardware, software and other aids used by EMC in furnishing Maintenance Services.

EXHIBIT 10.38 [EMC2 LOGO] EMC CORPORATION SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") dated the _____ day of __________ 199__ is between EMC Corporation, identified herein as "EMC", and FUTURELINK CORP., identified herein as "Customer". The parties hereby agree to the following terms and conditions: 1. DEFINITIONS Acceptance: Acceptance for Software shall occur seven (7) days after shipment of such Software by EMC. Core Software: EMC microcode and firmware that enable a Designated EMC System to perform the basic storage functions. Core Software does not include any Enterprise Storage Software. Designated EMC System: The storage system owned by Customer at the Designated Site identified by the serial number set forth on the storage system cabinet. Designated Site: Customer's facility where the Heat CPU or Designated EMC System is located. Enterprise Storage Software: Software separately identified by EMC other than Care Software and Maintenance Aids, which consists of: I. Host-based Software: Software that is licensed for use on one or more Host CPUs, as designated by EMC. II. System-based Software: Software that is licensed for use on the Designated EMC System and, if applicable, one or more Host CPUs, as designated by EMC. Host CPU: A central processing unit designated by Customer for operation with the Designated EMC System. Maintenance Aids: Hardware, software and other aids used by EMC in furnishing Maintenance Services. Maintenance Services: Maintenance services for Core Software and Enterprise Storage Software provided under this Agreement. Software: Core Software, Enterprise Storage Software and any other software licensed by EMC as Customer. Software does not include Maintenance Aids. Software Release: New versions by EMC consisting of: I. Maintenance Release: A new version of Software that includes corrections, updates and minor modifications to existing features. II. New Release: A new version of Software that expands or extends currently existing features, functions or capabilities. III. New Version: A new revision of Software that includes substantial new features, functions or capabilities. 2. SOFTWARE LICENSE (1). EMC Grants to customer a non-exclusive, non-transferable license to use the Software solely in conjunction with the Designated EMC System or Host CPU, as applicable, for which the Software was licensed, provided Customer pays all applicable one-time and annual usage fees in accordance with the provisions of this Agreement.

(2). Customer shall not, without EMC's prior written consent, provide, disclose or otherwise make available Software in any form to any person other than Customer's employees, independent contractors or consultants who shall use the Software solely for Customer's internal business purposes in a manner consistent with this Agreement. Customer shall be fully responsible to EMC for the actions of its employees, independent contractors and consultants. (3). Customer may make one copy of the Software for back-up and archival purposes for use only in the case of a malfunction of Software, EMC Designated System or Host CPU, as applicable. (4). Customer may, only after written notice to EMC, change the location of a Designated EMC System or Host CPU upon which the licensed Software is used to a replacement location. If Customer moves the Software to another Designated EMC System or Host CPU which has a different model number than the originally Designated EMC System or Host CPU, Customer agrees to pay, if applicable, an upgrade fee based on EMC's then-current price and upgrade policy and, at the next support anniversary date, agrees to pay applicable fees based upon the replacement model number. (5). If Customer is granted a license to use Software in conjunction with a Statement of Work (a "Project License"), Customer shall have a non-transferable right to use the Software only for the purposes of conducting a specific project under such Statement of Work. The Project License term shall be for one (1) year or the completion of the project, whichever occurs first. (6). Customer shall not use the Software on any device other than the Designated EMC System or Host CPU, as applicable, except that the Enterprise Storage Software may be temporarily transferred to a replacement Designated EMC System or Host CPU, as applicable (and deleted from the original Designated EMC System or Host CPU) if the Designated EMC System or Host CPU is inoperable due to malfunction or initiation of a disaster recovery program or if the Designated EMC System or Host CPU is otherwise not able to use the Enterprise Storage Software. (7). Ownership: no title to, or ownership of, the Software is transferred to Customer, and any references to "sale" or "purchase", with respect to the Software, shall be deemed to mean "license on the terms contained in this Agreement." Customer shall reproduce and include EMC's copyright and other proprietary notices on and in any copies, including but not limited to partial, physical or electronic copies of the Software. Neither Customer nor any of its agents, independent contractors or consultants shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce the Software to human readable form without EMC's prior written consent. If Customer requires access to the source code of the software in order to achieve interoperability of the Software with other software in the European Union or Norway, Customer shall provide EMC with written notice. EMC can then decide either (I) to perform the work in order to achieve such interoperability and charge EMC's then-current rates for such work to Customer, or (II) to permit Customer to reverse engineer parts of the Software in order to attain such source code, but only to the extent necessary to achieve such interoperability. Customer shall promptly report to EMC any violation of this clause and shall take such further steps as may be reasonably requested by EMC to remedy any such violation and to prevent future violations. (8). Secondary Purchaser. Customer's right to use the Software may not be assigned, sublicensed or otherwise transferred; provided however, that if Customer sells or transfers the Designated EMC System, EMC shall offer to license the Core Software and to render Equipment and Core Software Maintenance Services to any bona fide end user (hereinafter "Secondary Purchaser") to whom Customer has transferred the Designated EMC System pursuant to EMC's then-current standard terms and conditions, so long as such Secondary Purchaser is not deemed, in EMC's reasonable discretion, to be a competitor of EMC's. Whenever the Core Software is licensed to a Secondary Purchaser in accordance with this Paragraph, EMC shall offer to provide de-installation services for Customer and re-installation and certification for Equipment and Core Software Maintenance Services for the Secondary Purchaser at EMC's then-current applicable rates. (9). Software Releases: EMC shall provide Software Releases as part of Maintenance Services. A Software Release does not include new Software products. A Software Release is treated as Software and is covered by the license to the original Software. (10). Maintenance Aids: Maintenance Aids (including diagnostic tools) for aiding the provision of Maintenance Services are owned by EMC and provided at Customer's site for use by EMC's personnel. Customer agrees to

use its best efforts to prevent the unauthorized use or disclosure of Maintenance Aids. Customer will not allow copies to be made of any Maintenance Aids. Customer further agrees to allow EMC, upon reasonable notice, to enter the Designated Site(s) to remove Maintenance Aids. Nothing hereunder grants to Customer a license to make use of Maintenance Aids in any way. 3. PATENTS AND COPYRIGHTS (1). If Customer notifies EMC promptly in writing of any action (and all prior related orders) brought against Customer alleging that Customer's use of any Software or his receipt of any Service infringes a valid patent or copyright, EMC will defend that action at its expense and will pay the costs and damages awarded against Customer in the action, provided (i) that EMC shall have sole control of the defense of any such action and negotiations for its settlement or compromise and (ii) Customer provides all reasonable assistance requested by EMC. If a permanent injunction is obtained in such action against Customer's use or receipt of such Software or if in EMC's opinion such Software is likely to become the subject of a permanent injunction, EMC will at its option and expense, either procure for customer the right to continue using or receiving such Software, replace or modify such Software as then it becomes non-infringing or pay Customer's refund based on a straight line depreciation of the price of such Software over five (5) years upon return of the Software to EMC or refund the unused amounts paid to EMC for discontinued Maintenance Services, as the case may be. (2). EMC shall have no liability to Customer if the alleged infringement is based on (i) use, sale or receipt of any of the Software in combination with other equipment, software or services not sold to Customer by EMC; (ii) use of any of the Software in a manner or for a purpose for which they were not designed; (iii) use of the Software, when use of a Software Release which EMC has made commercially available would have avoided such infringement; (iv) any modification to any of the Software not made by EMC. 1

or any modifications to any of the Software made by EMC pursuant to Customer's specific instructions; or (v) any intellectual property right owned or licensed by Customer or any of its Affiliates. (3). THIS PATENTS AND COPYRIGHTS SECTION STATES EMC'S ENTIRE LIABILITY WITH RESPECT TO ANY ALLEGED INFRINGEMENTS OF PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART OF THEM OR BY THEIR OPERATION, USE OR RECEIPT. 4. WARRANTY (1). Warranty for Software (a). EMC warrants that the Core Software shall be free from material defects in materials and workmanship and that the Core Software shall perform substantially in accordance with EMC's written specifications for such Core Software for two (2) years from Acceptance, under normal use and regular recommended service. (b). EMC warrants that the Enterprise Storage Software shall, under normal use, perform substantially in accordance with EMC's written specifications for such Enterprise Storage Software. The warranty period for Enterprise Storage Software shall be for a period of ninety (90) days from Acceptance. (c). EMC's entire liability and Customer's exclusive remedy under the above two warranties described in two preceding paragraphs shall be for EMC to use reasonable efforts to remedy material defects covered by these warranties within a reasonable period of time or, at EMC's option, either to replace the non-conforming Software or to refund the amount paid by Customer for such Software, as depreciated on a straight line basis over a five (5) year period upon return of such Software to EMC. EMC does not warrant that the operation of the Software will be uninterrupted or error free, or that all Software defects can be corrected. Customer shall return the replaced Software to EMC upon EMC's request. (2). The warranties described above do not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Software is

or any modifications to any of the Software made by EMC pursuant to Customer's specific instructions; or (v) any intellectual property right owned or licensed by Customer or any of its Affiliates. (3). THIS PATENTS AND COPYRIGHTS SECTION STATES EMC'S ENTIRE LIABILITY WITH RESPECT TO ANY ALLEGED INFRINGEMENTS OF PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART OF THEM OR BY THEIR OPERATION, USE OR RECEIPT. 4. WARRANTY (1). Warranty for Software (a). EMC warrants that the Core Software shall be free from material defects in materials and workmanship and that the Core Software shall perform substantially in accordance with EMC's written specifications for such Core Software for two (2) years from Acceptance, under normal use and regular recommended service. (b). EMC warrants that the Enterprise Storage Software shall, under normal use, perform substantially in accordance with EMC's written specifications for such Enterprise Storage Software. The warranty period for Enterprise Storage Software shall be for a period of ninety (90) days from Acceptance. (c). EMC's entire liability and Customer's exclusive remedy under the above two warranties described in two preceding paragraphs shall be for EMC to use reasonable efforts to remedy material defects covered by these warranties within a reasonable period of time or, at EMC's option, either to replace the non-conforming Software or to refund the amount paid by Customer for such Software, as depreciated on a straight line basis over a five (5) year period upon return of such Software to EMC. EMC does not warrant that the operation of the Software will be uninterrupted or error free, or that all Software defects can be corrected. Customer shall return the replaced Software to EMC upon EMC's request. (2). The warranties described above do not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Software is used; (iii) installation of the Software not in accordance with EMC's instructions or specifications; (iv) use of the Software in an environment, in a manner or for a purpose for which it was not designed; and (v) installation, modification, alteration or repair of the Equipment or the Software by anyone other than EMC or its authorized representatives. (3). Disclaimer of Warranties: EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, EMC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW OR OTHERWISE, OF ANY SOFTWARE FURNISHED UNDER OR IN CONNECTION WITH THIS AGREEMENT. EMC DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 5. MAINTENANCE SERVICES (1). Warranty Period: Maintenance Services shall be provided at no additional cost during the respective warranty periods for (i) Core Software and (ii) licensed Enterprise Storage Software. (2). Automatic Enrollment: After the warranty period ends for Core Software, Customer shall be automatically enrolled for continued Core Software Maintenance Services for such Core Software and invoiced accordingly; provided Customer may decline such automatic enrollment in writing sixty (60) days prior to the end of the applicable warranty or continued support period. Customer shall be enrolled for Enterprise Storage Software Maintenance Services for so long as Customer maintains its right to use Enterprise Storage Software pursuant to this Agreement. (3). Support Procedures: Customer shall designate in writing a reasonable number of authorized contacts, as determined by Customer and EMC ("Support Contacts"), who shall initially report problems and receive support

from EMC hereunder. A change to the authorized Support Contacts by Customer must be submitted in writing to EMC by one of Customer's duly authorized representatives. (4). Continuous Support: Core Software Maintenance Services shall be subject to the terms of this Agreement and shall include (a) EMC keeping the Core Software in good operating condition in conformance with applicable specifications, which includes remedial maintenance and the installation of engineering changes deemed necessary by EMC; (b) 24-hour English-language help line service, seven days per week, via telephone or other electronic media; (c) Maintenance Releases and New Releases; (d) documentation updates, as they become available; and (e) replacement of the Core Software at no charge if the media becomes destroyed or damaged so that such Core Software becomes unusable. (5). Non-continuous Support: In the event the Core Software was not maintained by EMC immediately prior to Customer's order, Core Software Maintenance Services will commence upon EMC's certification that the Core Software is in good operating condition. Efforts to make such a certification shall be at EMC's then-current rates for such certification services. Customer shall also be invoiced for all applicable fees. (6). Enterprise Storage Software Support: Enterprise Storage Software Maintenance Services shall be subject to the terms of this Agreement and shall include the following: (a) 24-hour English-language help line service, seven days per week, via telephone or other electronic media; (b) Software Release; (c) documentation updates, as they become available; and (d) replacement of the Enterprise Storage Software at no charge if the media becomes destroyed or damaged so that such Software becomes unusable. (7). Limitations On Maintenance Services and Warranties: EMC shall not be required to support any releases of any Software other than the current release and the immediately prior release of such Software. 6. TERMINATION EMC shall have the right to terminate without liability any of Customer's licenses to the Software granted pursuant to this Agreement (a) if Customer fails to comply with the terms and conditions of this Agreement and then fails to cure such failure within thirty (30) days after receiving written notice thereof from EMC, or (b) if Customer fails to pay applicable fees. Upon notice of termination, Customer shall immediately cease to use all copies of the terminated Software, and shall return or destroy, and certify destruction of, the terminated Software and all portions and copies thereof. 7. DISCLAIMER AND LIMITATIONS OF LIABILITY (1). EXCEPT AS IS PROVIDED IN THE PATENTS AND COPYRIGHTS SECTION OF THIS AGREEMENT, EMC'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE LICENSE OF SOFTWARE, THE PROVISION OF SERVICES AND THE USE, PERFORMANCE, RECEIPT OR DISPOSITION OF SUCH SOFTWARE OR SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE ACTUAL AMOUNTS PAID BY CUSTOMER (OTHER THAN REIMBURSEMENT OF EMC'S EXPENSES) FOR SUCH SOFTWARE AND/OR SERVICES DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD OR ONE MILLION US DOLLARS ($1,000,000). EMC'S LIABILITY FOR DAMAGES SHALL BE LIMITED TO DAMAGES CAUSED BY EMC'S SOLE NEGLIGENCE, AND IS FURTHER LIMITED BY THE WARRANTY SECTION OF THIS AGREEMENT. CUSTOMER WAIVES THE RIGHT TO BRING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MORE THAN EIGHTEEN MONTHS AFTER THE CAUSE OF ACTION UPON WHICH THE CLAIM IS BASED. (2). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 8. GOVERNING LAW: This Agreement shall be governed, interpreted and construed in accordance with the laws of the Commonwealth

of Massachusetts, U.S.A., excluding its conflict of laws rules. Signed by authorized representatives of both parties.
FUTURELINK CORP. ---------------------------------("Customer") /s/ RADPURATH KILAMBI ---------------------------------Signature Radpurath Kilambi ---------------------------------Printed Name Executive VP & C.F.O. ---------------------------------Title

EMC CORPORATION ("EMC")

---------------------------------Signature

---------------------------------Printed Name

---------------------------------Title

2

EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Selected Consolidated Financial Data" and "Experts" and to the use of our report dated November 16, 1999 (except for Note 21 (g) as to which the date is January 13, 2000, and Notes 21(h) and (i) as to which the date is February 11, 2000), in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated February 11, 2000.
/s/ ERNST & YOUNG LLP -------------------------------------Chartered Accountants Calgary, Canada

February 4, 2000

EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 17, 1999, with respect to the financial statements of Executive LAN Management, Inc., dba Micro Visions included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP Orange County, California

February 10, 2000

EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Selected Consolidated Financial Data" and "Experts" and to the use of our report dated November 16, 1999 (except for Note 21 (g) as to which the date is January 13, 2000, and Notes 21(h) and (i) as to which the date is February 11, 2000), in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated February 11, 2000.
/s/ ERNST & YOUNG LLP -------------------------------------Chartered Accountants Calgary, Canada

February 4, 2000

EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 17, 1999, with respect to the financial statements of Executive LAN Management, Inc., dba Micro Visions included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP Orange County, California

February 10, 2000

EXHIBIT 23.4 CONSENT OF MORELAND & DAVIS, CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 30, 1999, with respect to the financial statements of CN Networks, Inc., included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated February 11, 2000. MORELAND & DAVIS Livermore, California February 10, 2000

EXHIBIT 23.5 CONSENT OF M. JEVAHIRIAN & CO., INDEPENDENT AUDITORS

EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 17, 1999, with respect to the financial statements of Executive LAN Management, Inc., dba Micro Visions included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP Orange County, California

February 10, 2000

EXHIBIT 23.4 CONSENT OF MORELAND & DAVIS, CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 30, 1999, with respect to the financial statements of CN Networks, Inc., included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated February 11, 2000. MORELAND & DAVIS Livermore, California February 10, 2000

EXHIBIT 23.5 CONSENT OF M. JEVAHIRIAN & CO., INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 3, 2000, with respect to the combined financial statements of Async Technologies, Inc. and Async Technical Institute, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ M. JEVAHIRIAN & CO.

February 9, 2000

EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 17, 1999 with respect to the combined financial statements of KNS Holdings Limited included in the Registration

EXHIBIT 23.4 CONSENT OF MORELAND & DAVIS, CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 30, 1999, with respect to the financial statements of CN Networks, Inc., included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated February 11, 2000. MORELAND & DAVIS Livermore, California February 10, 2000

EXHIBIT 23.5 CONSENT OF M. JEVAHIRIAN & CO., INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 3, 2000, with respect to the combined financial statements of Async Technologies, Inc. and Async Technical Institute, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ M. JEVAHIRIAN & CO.

February 9, 2000

EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 17, 1999 with respect to the combined financial statements of KNS Holdings Limited included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG Reading, England

February 4, 2000

EXHIBIT 23.7 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 7, 2000, with respect to the financial statements of Vertical Software, Inc. included in the Registration Statement (Form SB-2) related Prospectus of FutureLink Corporation dated February 11, 2000.

EXHIBIT 23.5 CONSENT OF M. JEVAHIRIAN & CO., INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 3, 2000, with respect to the combined financial statements of Async Technologies, Inc. and Async Technical Institute, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ M. JEVAHIRIAN & CO.

February 9, 2000

EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 17, 1999 with respect to the combined financial statements of KNS Holdings Limited included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG Reading, England

February 4, 2000

EXHIBIT 23.7 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 7, 2000, with respect to the financial statements of Vertical Software, Inc. included in the Registration Statement (Form SB-2) related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP McLean, Virginia

February 4, 2000

EXHIBIT 23.8 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Microlan Systems, Inc. "DBA" Madison Technology Group included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated

EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 17, 1999 with respect to the combined financial statements of KNS Holdings Limited included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG Reading, England

February 4, 2000

EXHIBIT 23.7 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 7, 2000, with respect to the financial statements of Vertical Software, Inc. included in the Registration Statement (Form SB-2) related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP McLean, Virginia

February 4, 2000

EXHIBIT 23.8 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Microlan Systems, Inc. "DBA" Madison Technology Group included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

EXHIBIT 23.7 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 7, 2000, with respect to the financial statements of Vertical Software, Inc. included in the Registration Statement (Form SB-2) related Prospectus of FutureLink Corporation dated February 11, 2000.
/s/ ERNST & YOUNG LLP McLean, Virginia

February 4, 2000

EXHIBIT 23.8 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Microlan Systems, Inc. "DBA" Madison Technology Group included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources N.J., Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

EXHIBIT 23.9

EXHIBIT 23.8 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Microlan Systems, Inc. "DBA" Madison Technology Group included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources N.J., Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

EXHIBIT 23.9 CONSENT OF BDO DUNWOODY LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 31, 2000, with respect to the financial statements of Charon Systems Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. Markham, Ontario February 8, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources N.J., Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

EXHIBIT 23.9 CONSENT OF BDO DUNWOODY LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 31, 2000, with respect to the financial statements of Charon Systems Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. Markham, Ontario February 8, 2000

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 2000, with respect to the financial statements of Madison Consulting Resources N.J., Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. JOEL E. SAMMET & CO. New York, New York 10005 February 10, 2000

EXHIBIT 23.9 CONSENT OF BDO DUNWOODY LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 31, 2000, with respect to the financial statements of Charon Systems Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. Markham, Ontario February 8, 2000

EXHIBIT 23.9 CONSENT OF BDO DUNWOODY LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 31, 2000, with respect to the financial statements of Charon Systems Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated February 11, 2000. Markham, Ontario February 8, 2000