Amendment No. 1 To Oracle/KPMG Partner Network Worldwide Agreement

EXHIBIT 10.15


AMENDMENT ONE
to the
ORACLE PARTNERNETWORK
WORLDWIDE AGREEMENT
between
KPMG CONSULTING, INC.
and
ORACLE CORPORATION


This document ("Amendment One") amends the Oracle PartnerNetwork Worldwide Agreement between KPMG Consulting, Inc. ("you") and Oracle Corporation ("Oracle"), dated MAY 30, 2002 and any and all amendments thereto ("Agreement").


The parties hereby agree to amend the Agreement as follows:


1. Delete the second and third sentences in the first paragraph of the
Agreement and replace with the following:


"You" and "your" refer to: (i) the individual or entity that has entered
into this OPN agreement to join the Oracle PartnerNetwork (the "OPN"),
(ii) your wholly and majority owned subsidiaries that are accepted into the
OPN as set forth below, and (iii) your wholly owned affiliates that are
accepted into the OPN as set forth below, Before accessing or distributing
the programs, each wholly and majority owned subsidiary and each wholly
owned affiliate must agree in writing to be bound by the terms of any
applicable ordering document and this OPN agreement and to use the programs
in accordance with the terms of any applicable ordering document and this
OPN agreement."


2. Add the following sentence to the end of the second paragraph of the
Agreement:


"However for the initial one (1) year term of the OPN Agreement, Oracle
shall waive your payment of such worldwide membership fees."


3. Delete the third paragraph of the Agreement and replace with the following:


"Each wholly and majority owned subsidiary and each wholly owned affiliate
that desires to be included in your membership in the OPN must register
with Oracle to receive membership services. Following processing of a
wholly or majority owned subsidiary's registration or a wholly owned
affiliate's registration by Oracle, such subsidiary or affiliate shall be
notified into which of the three above referenced levels such subsidiary or
affiliate has qualified. Each subsidiary or affiliate shall receive the
services associated with the level into which such subsidiary or affiliate
has qualified."


4. Delete the first sentence of the third paragraph of the "Marketing
Materials" section and replace with the following:


"You shall cooperate with Oracle to allow for review of your use of the
marketing materials and compliance with Oracle's commercially reasonable
quality standards."


5. Delete subpoint (8) in the second paragraph of the "Ownership and
Restrictions" section and replace with the following:


"(8) disclose results of any program benchmark tests ( other than benchmark
tests you may perform using programs to which you may have access under the
terms of an end user's license agreement with Oracle) performed in
furtherance of any development, support services, integration work,
demonstration, training, and/or testing you may conduct as autho ...