Outsourcing Agreement

EXHIBIT 10.1
AGREEMENT
BY AND AMONG
C-BRIDGE INTERNET SOLUTIONS, INC., CEE INCORPORATED
AND
CAMBRIDGE EXECUTIVE ENTERPRISES, INC.


This Agreement (the "Agreement") is made by and among C-Bridge Internet Solutions, Inc., a Delaware corporation ("CBIS"; fax number 617-528-1790), CEE Incorporated, a Massachusetts corporation ("CEE"), and Cambridge Executive Enterprises, Inc., a Delaware corporation ("Cambridge"; fax number for CEE and Cambridge 617-528-1777)), all with business addresses of 219 Vassar Street, Cambridge, MA 02139 ("219 Vassar Street") as of October 8, 1999 (the "Effective Date").


WHEREAS, the parties hereto have entered into an Agreement dated the 30th day of April 1999 ("the "April Agreement"); and


WHEREAS, the April Agreement provides that the parties shall enter into such other documents as may be necessary or convenient to fulfill the intent of the April Agreement; and


WHEREAS, the parties hereto agree that this Agreement is necessary and convenient in order to fulfill the intent of the April Agreement;


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Services Provided.
-----------------


(a) C-bridge shall provide CEE and Cambridge with all services necessary
for CEE and Cambridge to operationally fulfill all of its educational
services agreements including without limitation those certain
agreements with, respectively, Oracle Corporation ("Oracle") dated as
of February 16, 1999, Hewlett Packard Company ("HP") dated as of
February 16, 1999, Lawson Associates, Inc. dated as of December 1,
1998, and Informix Software, Inc. dated as of February 13, 1998, as
amended (the "Contracts") in the manner and at the same level of
quality that they were fulfilled previously by Cambridge (the
"Services").


(b) C-bridge shall be the exclusive provider of all Services necessary for
CEE or, Cambridge to fulfill operationally their obligations under the
Contracts until the first anniversary hereof and shall be a non-
exclusive provider thereafter.


2. Personnel.
---------


(a) C-bridge has hired certain employees of Cambridge ("Cambridge
Employees") in order to provide the services specified in Section 1
above. Should the employment of any of such Cambridge Employees by C-
bridge terminate for any reason, C-bridge shall promptly notify CEE
and begin its customary procedures to replace the employee. CEE must
approve the hiring of any such replacement employees and their further
respective replacements, if any, throughout the Term and such approval
shall not be unreasonably withheld.


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(b) C-bridge must obtain the approval of CEE if it wishes to change the
duties of any Cambridge Employees involved in the delivery of the
Services and such approval shall not be unreasonably withheld.


(c) C-bridge will maintain the same level of headcount as currently
involved in the delivery of the Services.


3. Compensation and Expenses.
-------------------------


(a) As a fee for the service provided pursuant hereto, CEE will pay C-
bridge $479,049.00 in advance on the first business day of every month
throughout the Term.


(b) For services rendered pursuant hereto and performed elsewhere than in
the vicinity of 219 Vassar Street, CEE shall reimburse C-bridge for
all out-of-pocket travel, food, lodging, shipping, communication, and
related expenses incurred in the course of rendering such services
("Reimbursable Expenses") to the extent that it receives reimbursement
pursuant to a Contract. All Reimbursable Expenses shall be
appropriately documented in reasonable detail by C-bridge.


(c) If for any reason, C-bridge ceases to maintain the headcount
requirement of Section 2(c) and CEE or Cambridge provides such
headcount themselves, whether through employment or contract, then CEE
may invoice C-bridge, and C-bridge shall pay, for CEE's or Cambridge's
costs of such headcount for such time periods as such headcount is so
maintained, provided that the amount of CEE's invoice to C-bridge
shall not exceed the total compensation plus payroll tax expenses for
such headcount and be comparable to prior costs associated with the
headcount.


(d) All invoices rendered pursuant to paragraphs 3(b) and (c) hereof shall
be due and payable net 30 days from receipt.


4. Indemnity and Limitation of Liability.
-------------------------------------


(a) Each party (an "Indemnifier") hereby agrees to defend, indemnify and
hold harmless the others from and against any and all claims, losses,
and expenses, including reasonable attorneys' fees and other costs of
litigation, based upon or arising out of any negligent or willful acts
or omissions of the Indemnifier.


(b) Notwithstanding the preceding paragraph, C-bridge's liability under
this Agreement is limited to the amount of the fee receivable by C-
bridge under the terms of this Agreement. In no event will C-bridge
have any liability for any special, indirect, or consequential damages
including, without limitation damages for lost profits or costs of
procurement of substitute goods or services, arising in any way out of
this Agreement under any cause of action, whether or not C-bridge has
been advised of the possibility of such damages. These limitations
will apply notwithstanding the failure of the essential purpose of any
limited remedy.


5. Assignment. C-bridge may not assign this Agreement without the
---------- approval of Cambridge or CEE. Cambridge or CEE may not assign th ...