OUTSOURCER ALLIANCE AGREEMENT

                                      WITH

                                   CORIO, INC.



This Outsourcer Alliance Agreement ("Agreement") is made as of the Effective

Date by and between PeopleSoft USA, Inc., a California corporation having its

principal place of business at 4305 Hacienda Drive, Pleasanton, CA 94588

("PeopleSoft") and Corio, Inc., a Delaware corporation with offices at 700 Bay

Road, Suite 210, Redwood City, CA 94063 ("Service Provider"). As used herein,

the term "Parties" shall refer to PeopleSoft and Service Provider collectively,

and the term "Party" shall refer to PeopleSoft or Service Provider.



Whereas, the Parties intend to develop a business relationship to provide

Service Provider with rights to leverage its expertise in the outsourcing

service business by remotely hosting the Software to provide a solution within

its outsourcing business to offer the Software under sublicense as provided in

this Agreement as part of an integrated solution (the "Solution Offering");



Whereas, in every situation with a Designated Customer, the Designated Customer

will procure, or will have procured, either a license to use the Software from

Service Provider pursuant to a Sublicense Agreement;



Whereas, the Parties intend that this Agreement be entirely independent of other

agreements between the Parties or that may be contemplated by the Parties, and

that any payments under this Agreement be non-refundable and non-cancelable; and



Whereas, the Parties intend that this Agreement shall replace and supersede in

its entirety that certain Outsourcer Alliance Agreement dated as of September

30, 1998 by and between the Parties (the "Prior Agreement").



Therefore, the Parties agree as follows:



1.      DEFINITIONS



"ACTIVE USER" means a Designated User to whom a user identification number and

password has been assigned, which permits that user to access and use the

Software on a designated Service Provider server, and that is not a Casual User

(as defined below).



"APPLICATION MANAGEMENT" ("AM") means Service Provider's management of Software

for a Designated Customer on Service Provider's owned, leased, or subcontracted

for premises or premises otherwise under Service Provider's control, such that

Service Provider manages the Designated Customer's Software, applications

upgrades, performs routine maintenance, applies fixes, performance tuning, and

system enhancements, using PeopleTools, and other functions typically performed

by an in-house IT staff. These services may also include the performance of such

functions as DBA and OS administration, in connection with the Software and

business processes supported by the Software.



"CASUAL USER" means a Designated Customer who is authorized to use the Software

solely to complete a limited group of functional tasks, which will change from

time to time and initially includes the following tasks: report execution,

inquiry and remote order entry.



* Certain information on this page has been omitted and filed

  separately with the Commission. Confidential treatment has

  been requested with respect to the omitted portions.

                                                                    Page 1 of 33







{PAGE}   2

"COMMERCIAL ENTERPRISE" means only enterprises within the Market Segments with

annual revenues of not more than [*], as reported on a consolidated basis in (1)

such enterprise's most recent fiscal year end audited financials, or if not

available, (2) by the One Source database, or comparable database, with the

exception of enterprises in the higher education and government (public sector

and federal) segments where only a right of first refusal to a third party is in

effect.



"COMPETITIVE ASP" means any company that offers ERP Software on a hosted and

subscription basis delivered over the World Wide Web or a private network to

Commercial Enterprises.



"DESIGNATED CUSTOMER(S)" means only End Users which, at the date of execution of

an Outsourcing Agreement with Service Provider, is a Commercial Enterprise which

has corporate headquarters in North America.



"DEVELOPMENT CENTER" means the location(s) of facilities owned, leased,

subcontracted for, or otherwise under Service Provider's control, including a

Designated Customer's location where Service Provider uses or utilizes the

Software pursuant to the subsections entitled Internal Use License or

Development License.



"DOCUMENTATION" means the user guides and manuals for installation and use of

the Software in computer readable or bound hard copy form, if computer readable

form is unavailable.



"EFFECTIVE DATE" means January 1, 1999.



"END USER" means a third party sublicensee of the Software that acquires rights

from PeopleSoft through a sublicense from Service Provider pursuant to section

2(d) to use the Software solely for such party's own internal business purposes

and not for distribution, further sublicensing, or other commercial purposes.



"FEES" means the fees set forth on Exhibit A hereto.



"INTELLECTUAL PROPERTY RIGHTS" means any patent, patent application, copyright,

moral right, trade name, trademark, trade secret, copyright, and any

applications or right to apply for registration therefor, know-how, mask work,

schematics, computer software programs or applications, tangible or intangible

proprietary information, or any other intellectual property right or proprietary

information or technology, whether registered or unregistered and whether first

made or created before or after the Effective Date.



"MARKET SEGMENTS" are limited under this agreement to all industries within the

Territory, with the exception of the higher education and government (public

sector and federal) segments where only a right of first refusal is in effect.



"OUTSOURCING AGREEMENT" means a separate agreement between Service Provider and

a Designated Customer for the provision by Service Provider to the Designated

Customer of Outsourcing Services, which includes a Sublicense Agreement.



"OUTSOURCING CENTER" means the location(s) under Service Provider's control,

owned, leased, subcontracted for or otherwise, including at which Service

Provider may perform Outsourcing Services.



"OUTSOURCING SERVICES" means the provision of Applications Management (AM)

services to a Designated Customer.





[*] Certain information on this page has been omitted and filed separately with

    the Commission. Confidential treatment has been requested with respect to

    the omitted portions.





                                                                    Page 2 of 33







{PAGE}   3

"PREFERRED ASP PARTNER" shall mean an applications service provider that has

been granted the following preferential rights by PeopleSoft: (i) the right to

be referenced as a "Preferred ASP Partner" and (ii) the right to freely and

independently market, sell and host the Software without PeopleSoft

participation.



"SOFTWARE" means the then current release or version of the products listed in

Exhibit A as "Software, and includes updated or enhanced versions of such

programs that PeopleSoft provides only as part of Support Services. Software

does not include any third party software or new software or technology for

which PeopleSoft generally charges a separate fee, but does include left of

decimal changes to the current Software products. Software shall include any

third party software components to which PeopleSoft has certain ongoing rights

pursuant to the terms of an existing specific written license agreement between

PeopleSoft and the third party developer of such components, and which third

party software components shall be provided to Service Provider only to the

extent provided by PeopleSoft pursuant to the terms of the standard PeopleSoft

License Agreement then in effect to any licensee licensing any commercially

available software programs and products from PeopleSoft. Software includes

Documentation.



"SUBLICENSE" means a non-exclusive, non-transferable, term (non-perpetual) right

granted by Service Provider under a Sublicense Agreement to a Designated

Customer or End User, as the case maybe, to use the Software solely for such

Designated Customer's or End User's internal business purposes, in accordance

with the Documentation, and pursuant to a Sublicense Agreement.



"SUBLICENSE ADDENDUM" shall mean an addendum to this Agreement specifying

additional Sublicense terms and which may be granted by Service Provider.



"SUBLICENSE AGREEMENT" means a written agreement between Service Provider and an

End User whereby a Sublicense is granted, and that complies with the provisions

of Section 2(d).



"SUPPORT SERVICES" means PeopleSoft's then current technical support services

for Service Provider. A statement of Support Services offered as of the

Effective Date is attached hereto as Exhibit B.



"TERRITORY" means [*]. The prior written consent of PeopleSoft shall be required

to provide Outsourcing Services to any Designated Customers headquartered

outside of the Territory.



"USER FEE(S)" means the aggregate Active User Fee and Casual User Fee.



2.      LICENSE GRANTS



(A)     OUTSOURCING SERVICES LICENSE.



Subject to the terms and conditions of this Agreement (including Service

Provider's obligation to pay PeopleSoft Fees), PeopleSoft hereby grants to

Service Provider a worldwide, non-exclusive (except in accordance with section

3(b)(1)), non-transferable, restricted license during the term of this Agreement

to use the Software solely to perform the Outsourcing Services at an Outsourcing

Center and to make a reasonable number of laptop (single user) and server

(multi-user) copies solely for demonstration purposes. Service Provider may

copy, distribute and/or electronically distribute the Software within Service

Provider for the purposes set forth in this subsection. For the fees set forth

in section 1 of Exhibit A, Service Provider shall have the right to make a

reasonable number of copies of the Software for such purposes. Service Provider

shall reproduce all titles, trademarks, and copyright and restricted rights

notices in the Software in all such copies. Except as set forth above, Service

Provider may not transfer or duplicate the Software except for (i) temporary

transfer in the event of a CPU malfunction and (ii) a single backup and archival

copy. Service Provider will not





[*] Certain information on this page has been omitted and filed separately with

    the Commission. Confidential treatment has been requested with respect to

    the omitted portions.





                                                                    Page 3 of 33







{PAGE}   4

allow any third party, including an employee or other representative of a

Designated Customer, to use the Software under this license grant. Service

Provider further agrees to use the Software only in accordance with the

Documentation, on a computer and operating system configuration specified in the

Documentation and in accordance with the obligations imposed by this Agreement.

Service Provider warrants to PeopleSoft that it will perform the Outsourcing

Services with due care and skill and in accordance with generally accepted

professional standards for providing similar services. Service Provider will not

disclose or publish to any third party any results of benchmark tests run on the

Software.



(B)     RESTRICTIONS ON USE.



Service Provider agrees not to translate the Software into another computer

language, in whole or in part. Except as set forth above, Service Provider shall

not make copies or make media translations of the Software or the Documentation,

in whole or in part without PeopleSoft's prior written approval. Service

Provider agrees that if, for any reason, it comes into possession of any

Software source code, or portion thereof, for any PeopleSoft product, which it

knows or reasonably should know is source code not generally provided by

PeopleSoft as a part of the Software or provided under the terms of a license

grant in this Agreement, it will immediately deliver all copies of such source

code to PeopleSoft. Service Provider acknowledges PeopleSoft's representation

that the Software and its structure, organization and source code constitute

valuable trade secrets that belong to PeopleSoft. Service Provider agrees that

it shall not reverse compile, disassemble or otherwise reverse engineer the

Software and that it shall not use the Software or Documentation except as

expressly permitted by this Agreement.



(C)     MARKETING AS PART OF OUTSOURCING SERVICES



PeopleSoft hereby grants to Service Provider the non-exclusive, nontransferable

right to market and distribute the Software to End Users solely as part of

Service Provider's provision of Outsourcing Services.



(D)     SUBLICENSE TRANSACTIONS.



As further set forth in the applicable Sublicense Addendum and subject to the

terms and conditions of this Agreement (including Service Provider's obligation

to pay PeopleSoft the Fees), PeopleSoft hereby grants to Service Provider a

worldwide, non-exclusive, non-transferable license during the term of this

Agreement to market and grant Sublicenses to the Software to sublicensees (each

a "Sublicensee") as set forth in such Sublicense Addendum ("Sublicense

Transaction"). Service Provider shall only have the right to Sublicense the

Software pursuant to a written Sublicense Agreement, for such term as the

parties will mutually agree from time to time and, which is substantially in the

form of the Alliance Partner License Agreement attached hereto as Exhibit C.

Service Provider shall have to right to (i) notify any Designated Customer of a

migration option that would permit a Designated Customer who has been a Service

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