EBIX COM INC
EXHIBIT 10.21
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<TYPE>EX-10.21
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<FILENAME>ex-10_21.txt
<DESCRIPTION>EXHIBIT 10.21
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                                                                  Exhibit 10.21

     Confidential treatment has been requested for portions of this document.
Redacted material is identified by double asterisks (i.e. "**"). The redacted
material has been filed separately with the Securities and Exchange
Commission pursuant to an application for confidential treatment.

HP TERMS AND CONDITIONS OF SALE AND SERVICE

HP's sale of Products and Support and HP's license of Software are governed by
these HP Terms and Conditions of Sale and Service.

1. DEFINITIONS

      a)    "Delivery" means standard HP shipping to and arrival at the
            receiving area at the "Ship To" address in the country where
            Customer's order is placed, unless otherwise indicated on the
            quotation.

      b)    "Exhibits" means attachments that describe or otherwise apply to the
            sale or license of Products or Support.

      c)    "Products" means hardware, Software, documentation, accessories,
            supplies, parts and upgrades that are determined by HP to be
            available from HP upon receipt of Customer's order. "Custom
            Products" means Products modified, designed or manufactured to meet
            Customer requirements.

      d)    "Software" means one or more programs capable of operating on a
            controller, processor or other hardware Product ("Device").
            Software is either a separate Product, included with another Product
            ("Bundled Software"), or fixed in a Device and not removable in
            normal operation ("Firmware").

      e)    "Specifications" means specific technical information about HP
            Products which is published in HP Product manuals and technical data
            sheets in effect on the date HP ships Customer's order.

      f)    "Support" means hardware maintenance and repair; Software updates
            and maintenance; training; and other standard support services
            provided by HP. "Custom Support" means any agreed non-standard
            Support, including consulting and custom project services.

2. PRICES

      a)    Prices include Delivery charges, unless otherwise indicated on the
            quotation, and are valid for the period indicated on the quotation
            or for the applicable purchase agreement ordering period, whichever
            expires first. Prices remain valid for ** from the original order
            date unless otherwise indicated on the quotation. Change orders that
            extend Delivery beyond those validity periods become new orders at
            prices in effect when HP receives the change orders. Support prices,
            except for Custom and prepaid Support, may be changed by HP upon
            60 days written notice.

      b)    Prices are exclusive of, and Customer will pay, applicable sales,
            use, service, value added or like taxes, unless Customer has
            provided HP with an appropriate exemption certificate for the
            Delivery jurisdiction.

3. ORDERS

      a)    All orders are subject to acceptance by HP. Product orders must
            specify Delivery within ** from order date, unless otherwise
            agreed or indicated on the quotation.

      b)    Customer will specify Ship To addresses within the country where the
            order is placed, unless otherwise agreed.

      c)    Customer may cancel orders for Products (except Custom Products)
            prior to shipment at no charge. Customer will pay all charges for
            returning Products to HP's shipping location if Product orders are
            cancelled after shipment.

4. DELIVERY

      HP will make reasonable efforts to meet Customer's Delivery requirements.
      If HP is unable to meet Customer's Delivery requirements, alternative
      arrangements may be agreed. In the absence of such agreement, Customer's
      sole remedy is to cancel the order.

5. SHIPMENT AND RISK OF LOSS

      HP will ship according to HP's standard commercial practice, and risk of
      loss and damage will pass to Customer at Ship To address. If special
      packing or shipping instructions are agreed, charges will be billed
      separately to Customer, and risk of loss and damage will pass to Customer
      on delivery to Customer's carrier.


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HP TERMS AND CONDITIONS OF SALE AND SERVICE

6. INSTALLATION AND ACCEPTANCE

      a)    Product installation information is available with Products, on
            quotations or upon request. Installation by HP, when included in the
            purchase price, is complete when the Product passes HP's
            installation and test procedures.

      b)    For Products with installation included in the purchase price,
            acceptance by Customer occurs upon completion of installation by HP.
            For Products without installation included in the purchase price,
            acceptance by Customer occurs upon Delivery, and will be presumed
            unless Customer demonstrates within ** after Delivery that the
            Product does not pass HP's established test procedures or programs.

      c)    If Customer schedules or delays installation by HP more than **
            after Delivery, Customer acceptance of the Product(s) will occur on
            the ** after Delivery.

7. PAYMENT

      a)    Payment terms are subject to HP credit approval. Payment is due 30
            days from HP's invoice date. Invoices for contractual support
            services and maintenance will be issued in advance of the Support
            period. HP may change credit or payment terms at any time when, in
            HP's opinion, Customer's financial condition, previous payment
            record, or the nature of Customer's relationship with HP so
            warrants.

      b)    HP may discontinue performance if Customer fails to pay any sum due,
            or fails to perform under this or any HP related agreement if, after
            ** written notice, the failure has not been cured.

      c)    Title to hardware Products will pass upon the later of full payment
            or Delivery of Products.

8. SUPPORT

      a)    Customer may order Support from HP's then current Support offering.
            Some Support (and related Products) may not be available in all
            countries. Orders for Support are subject to the terms of the
            Support Exhibit or quotation in effect on the date of order.

      b)    To be eligible for Support, Products must be at current specified
            revision levels and, in HP's reasonable opinion, in good operating
            condition.

      c)    HP may, at **, modify Products to improve
            operation, supportability and reliability, or to meet legal
            requirements.

      d)    Relocation of Products is Customer's responsibility. Relocation may
            result in additional Support charges and modified service response
            times. Support of Products moved to another country is subject to
            availability.

      e)    HP will provide Support for products not supplied by HP when
            approved by HP in writing. HP will provide Support for HP Products
            when Customer allows HP to perform modifications if requested by HP
            under Section 8. c) above. Customer is responsible for removing any
            products not eligible for Support to allow HP to perform Support
            services. If Support services are made more difficult because of
            such product(s), HP will charge Customer for the extra work at HP's
            standard rates.

      f)    Support does not cover any damage or failure caused by:

            1)    use of non-HP media, supplies and other products; or

            2)    site conditions that do not conform to HP's site
                  specifications; or

            3)    neglect, improper use, fire or water damage, electrical
                  disturbances, transportation by Customer, work or modification
                  by people other than HP employees or subcontractors, or other
                  causes beyond HP's control; or

            4)    inability of any non-HP products in Customers environment to
                  correctly process, provide or receive date data (i.e.,
                  representations for month, day, and year), and to properly
                  exchange date data with the Products supplied by HP.

      g)    Customer is responsible for maintaining a procedure external to the
            Products to reconstruct lost or altered Customer files, data or
            programs. Customer will have a representative present when HP
            provides Support services at Customer's site. Customer will notify
            HP if Products are being used

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HP TERMS AND CONDITIONS OF SALE AND SERVICE

            in an environment which poses a potential health hazard to HP
            employees or subcontractors; HP may require Customer to maintain
            such Products under HP supervision.

      h)    Customer may delete Products under Support or cancel Support orders
            upon 30 days written notice. Upon 60 days written notice, HP may
            cancel Support orders or delete Products no longer included in HP's
            Support offering.

9. WARRANTY

      a)    Product warranty period and additional information is available with
            Products, on quotations, or upon request.

      b)    Products purchased from HP outside the U.S. will receive the
            standard warranty in the country of purchase. If Customer moves such
            Products to another country where HP has Support presence, then
            Customer will receive the destination country standard warranty.

      c)    Products purchased in the U.S. based on the **. A global
            warranty means that the Product will include the destination
            country's standard warranty in any country where the Product is
            moved provided that HP has Support presence in that country.

      d)    Additional warranty coverage may be purchased and that warranty will
            be limited to the country in which the additional coverage was
            purchased. Customer may receive a different warranty when the
            Product is purchased as part of a system. HP reserves the right to
            change the warranty. Such changes will affect only new orders.

      e)    The warranty period begins on the date of Delivery, or the date of
            installation if installed by HP. If Customer schedules or delays
            installation by HP more than ** after Delivery, the warranty
            period begins on the ** after Delivery.

      f)    HP warrants HP hardware Products against defects in materials and
            workmanship. HP further warrants that HP hardware Products conform
            to Specifications. These warranties do not include periodic
            recalibration (recommended for some HP Products), unless
            specifically covered in the warranty terms for such Products.

      g)    HP warrants that Software will not fail to execute its programming
            instructions due to defects in materials and workmanship when
            properly installed and used on the Device designated by HP. HP
            further warrants that HP owned standard Software will substantially
            conform to Specifications. HP does not warrant that Software will
            operate in hardware and software combinations selected by Customer,
            or meet requirements specified by Customer.

      h)    HP does not warrant that the operation of Products will be
            uninterrupted or error free.

      i)    HP warrants that each HP hardware, software, and firmware Product
            delivered under these HP Terms and Conditions of Sale and Service
            will be able to accurately process date data (including, but not
            limited to, calculating, comparing, and sequencing) from, into,
            and between the twentieth and twenty-first centuries, and the
            years 1999 and 2000, including leap year calculations, when used
            in accordance with the Product documentation provided by HP
            (including any instructions for installing patches or upgrades),
            provided that all other products (e.g. hardware, software,
            firmware) used in combination with such HP Product(s) properly
            exchange date data with it. If the Specifications require that
            specific HP Products must perform as a system in accordance with
            the foregoing warranty, then that warranty will apply to those HP
            Products as a system, and Customer retains sole responsibility to
            ensure the Year 2000 readiness of its information technology and
            business environment. The duration of this warranty extends
            through **. To the extent permitted by local law, this warranty
            applies only to branded HP Products and not to products
            manufactured by others that may be sold or distributed by HP.
            This warranty Section 9 i) applies only to HP Products shipped
            after **. The remedies applicable to this Section, 9 i), are
            those provided in Section 9 j) below. Nothing in this warranty
            will be construed to limit any rights or remedies provided
            elsewhere in these HP Terms and Conditions of Sale and Service
            with respect to matters other than Year 2000 compliance.

      j)    If HP receives notice of defects or non-conformance to hardware
            Specifications, or substantial non-conformance to HP owned standard
            Software Specifications during the warranty period, HP will, at its
            option, repair (and recalibrate only as necessitated by repairs), or
            replace the affected Products. If HP is unable, within a reasonable
            time, to repair, replace or correct a defect or non-conformance in a
            Product to a condition as warranted, Customer will be entitled to a
            refund of the purchase price upon prompt return of the Product to
            HP. Customer will pay expenses for return of such Products to HP. HP
            will pay expenses for shipment of repaired or replacement Products,
            except for Products returned to Customer from another country.

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HP TERMS AND CONDITIONS OF SALE AND SERVICE

      k)    HP warrants that HP Support will be provided in a professional and
            workmanlike manner. HP will replace, at no charge, parts which are
            defective and returned to HP within ** of delivery.

      l)    Some newly manufactured HP Products may contain and HP Support may
            use remanufactured parts which are equivalent to new in performance.

      m)    The above warranties do not apply to defects resulting from improper
            or inadequate maintenance or calibration by Customer; Customer or
            third party supplied software, interfacing or supplies; unauthorized
            modification; improper use or operation outside of the
            Specifications for the Product; abuse, negligence, accident, loss or
            damage in transit; improper site preparation; or unauthorized
            maintenance or repair.

      n)    THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER
            WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS
            THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
            PARTICULAR PURPOSE.

10. LICENSES

      "Use" means storing, loading, installing, executing or displaying Software
      on a Device.

      "Software License" means the Use authorization(s) for the Software
      specified by HP: in its quotation, invoice or other documentation. Each
      Software License has a corresponding License Fee.

      "License Fee" means the fee or fees designated by HP for Use of Software.
      Different License Fees may apply to particular Software if more than one
      Software License is available for that Software.

      a)    In return for the License Fee, HP grants Customer a non-exclusive
            license to Use the Software listed in Customer's order in
            conformance with the applicable Software License. Details of the
            types of Software Licenses offered are available from HP on request.
            If no Software License is specified, then, in return for the
            applicable fee, HP grants Customer a license to Use one copy of the
            Software on one Device at any one time. All Software Licenses will
            be perpetual unless terminated, transferred or otherwise specified.

            If Customer is an HP authorized reseller, Customer may sublicense
            the Software to an end-user for its Use, or (if applicable)
            sublicense the Software to an HP authorized reseller for subsequent
            distribution to an end-user for its Use. These sublicenses must
            incorporate the terms of this Section 10 in a written sublicense
            agreement, which will be made available to HP upon request.

      b)    Unless otherwise permitted by HP, Customer may only make copies or
            adaptations of the Software for archival purposes or when copying or
            adaptation is an essential step in the authorized Use of the
            Software on a backup Device, provided that copies and adaptations
            are used in no other manner and provided further that the Use on the
            backup Device is discontinued when the original or replacement
            Device becomes operable.

      c)    Customer must reproduce all copyright notices in or on the original
            Software on all permitted copies or adaptations. Customer may not
            copy the Software onto any public or distributed network.

      d)    Bundled Software or Firmware provided to Customer may only be used
            when operating the associated Device in configurations as sold or
            subsequently upgraded by HP. Customer may transfer Firmware only
            upon transfer of the associated Device.

      e)    Updates, upgrades or other enhancements are available under HP
            Support agreements. HP reserves the right to require additional
            licenses and fees for Use of the Software on upgraded Devices.

      f)    The Software is owned and copyrighted by HP or by third party
            suppliers. Customer's license confers no title or ownership and is
            not a sale of any rights in the Software, its documentation, or the
            media on which they are recorded or printed. Third party suppliers
            may protect their rights in the Software in the event of any
            infringement.

      g)    Customer will not disassemble or decompile the Software without HP's
            prior written consent. Where Customer has other rights under
            statute, Customer will provide HP with reasonably detailed
            information regarding any intended disassembly or decompilation.
            Customer will not decrypt the Software unless necessary for
            legitimate use of the Software.

      h)    Customer's Software License is transferable subject to HP's prior
            written authorization and payment to HP of any applicable fees.
            Customer will immediately upon transfer deliver all copies of the
            Software to the transferee. The transferee must agree in writing to
            the terms of Customer's license. All license terms will be binding
            on involuntary transferees, notice of which is hereby given.
            Customer's license will automatically terminate upon transfer.


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HP TERMS AND CONDITIONS OF SALE AND SERVICE

      i)    HP may terminate Customer's or any transferee's or sublicensee's
            Software License upon five (5) days notice for failure to comply
            with any applicable license terms. Immediately upon termination, the
            Software and all copies of the Software will be destroyed or
            returned to HP. Copies of the Software that are merged into
            adaptations, except for individual pieces of data in Customer's or
            transferee's or sublicensee's data base, will be removed and
            destroyed or returned to HP. With HP's written consent, one copy of
            the Software may be retained subsequent to termination for archival
            purposes.

      j)    If the Software is licensed for use in the performance of a U.S.
            government prime contract or subcontract, Customer agrees that
            Software is delivered as "Commercial computer software" as defined
            in DFARS 252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or
            DFARS 252.227-7014 (Jun 1995), or as a "commercial item" as defined
            in FAR 2.101(a), or as "Restricted computer software" as defined in
            FAR 52.227-19 (Jun 1987), whichever is applicable. Customer agrees
            that the regulations and obligations in Exhibit U1 apply to all such
            Software and that the Software is adequately marked when the
            Restricted Rights legend in Exhibit U1 is affixed to the Software
            media. Customer further agrees that the Software has been developed
            entirely at private expense.

11. INTELLECTUAL PROPERTY RIGHTS

      a)    HP will defend or settle any claim against Customer, (or third
            parties to whom Customer is authorized by HP to resell or
            sublicense), that Products or Support (excluding Custom Products and
            Custom Support), delivered under these HP Terms and Conditions of
            Sale and Service infringe a patent, utility model, industrial
            design, copyright, trade secret, mask work or trademark in the
            country where Products are used, sold or receive Support, provided
            Customer:

            1)    promptly notifies HP in writing; and

            2)    cooperates with HP in, and grants HP sole control of the
                  defense or settlement.

      b)    HP will pay infringement claim defense costs, settlement amounts and
            court-awarded damages. If such a claim appears likely, HP may modify
            the Product, procure any necessary license, or replace it. If HP
            determines that none of these alternatives is reasonably
            available, **.

      c)    HP has no obligation for any claim of infringement arising from:

            1)    HP's compliance with Customer's designs, specifications or
                  instructions;

            2)    HP's use of technical information or technology provided by
                  Customer;

            3)    Product modifications by Customer or a third party;

            4)    Product use prohibited by Specifications or related
                  application notes; or

            5)    use of the Product with products not supplied by HP.

      d)    These terms state HP's entire liability for claims of intellectual
            property infringement.

12. LIMITATION OF LIABILITY AND REMEDIES

      a)    Products are not specifically designed, manufactured or intended for
            sale as parts, components or assemblies for the planning,
            construction, maintenance, or direct operation of a nuclear
            facility. Customer is solely liable if Products or Support purchased
            by Customer are used for these applications. Customer will indemnify
            and hold HP harmless from all loss, damage, expense or liability in
            connection with such use.

      b)    To the extent HP is held legally liable to Customer, HP's liability
            is limited to:

            1)    **;

            2)    **;

            3)    **;

            4)    **; and


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HP TERMS AND CONDITIONS OF SALE AND SERVICE

            5)    other direct damages for any claim based on a material breach
                  of any other term of these HP Terms and Conditions of Sale and
                  Service, up to a limit of U.S.$1,000,000 or the amount paid to
                  HP for the associated Product, whichever is less.

      c)    Notwithstanding Section 12 b) above, in no event will HP or its
            affiliates, subcontractors or suppliers be liable for any of the
            following:

            1)    actual loss or direct damage that is not listed in 12 b)
                  above;

            2)    damages for loss of data, or software restoration;

            3)    damages relating to Customer's procurement of substitute
                  products or services (i.e., "cost of cover"); or

            4)    incidental, special or consequential damages (including
                  downtime costs or lost profits, but excluding payments
                  described in Section 11 above and damages for bodily injury).

      d)    THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE
            ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

13. GENERAL

      a)    Transactions may be conducted through Electronic Data Interchange
            ("EDI") or other electronic methods, as agreed.

      b)    HP will not be liable for performance delays or for non-performance,
            due to causes beyond its reasonable control.

      c)    If either party becomes insolvent, is unable to pay its debts when
            due, files for bankruptcy, is the subject of involuntary bankruptcy,
            has a receiver appointed, or has its assets assigned, the other
            party may cancel any unfulfilled obligations.

      d)    Neither party may assign any rights or obligations hereunder without
            prior written consent of the other party.

      e)    Customer who exports, re-exports or imports Products, technology or
            technical data purchased hereunder, assumes responsibility for
            complying with applicable laws and regulations, and for obtaining
            required export and import authorizations. HP may suspend
            performance if Customer is in violation of applicable regulations.

      f)    Disputes arising in connection with these HP Terms and Conditions of
            Sale and Service will be governed by the laws of the country and
            locality in which HP accepts the order.

      g)    Provisions herein which by their nature extend beyond the
            termination of any sale or license of Products or Support will
            remain in effect until fulfilled.

      h)    These HP Terms and Conditions of Sale and Service and any Exhibits
            constitute the entire agreement between HP and Customer, and
            supersede any previous communications, representations or agreements
            between the parties, whether oral or written, regarding transactions
            hereunder. Customer's additional or different terms and conditions
            will not apply. Customer's purchase or license of Products and
            Support will constitute Customer's acceptance of these HP Terms and
            Conditions of Sale and Service, which may not be changed except by
            an amendment signed by an authorized representative of each party.


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