ANNUNCIO SOFTWARE INC
S-1/A, 2000-03-21
PREPACKAGED SOFTWARE
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<PAGE>


  As filed with the Securities and Exchange Commission on March 21, 2000

                                                Registration No. 333-31686

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                              -------------------

                             AMENDMENT No. 1

                                    TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                              -------------------
                            ANNUNCIO SOFTWARE, INC.
            (Exact name of Registrant as specified in its charter)
                              -------------------
    California (before               7389                  94-3278563
     reincorporation)    (Primary Standard Industrial   (I.R.S. Employer
     Delaware (after      Classification Code Number)Identification Number)
     reincorporation)
     (State or other
     jurisdiction of
     incorporation or
      organization)

                            Annuncio Software, Inc.
                        2440 El Camino Real, Suite 300
                            Mountain View, CA 94040
                                (650) 314-6000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                              -------------------
                                Didier Moretti
                            Chief Executive Officer
                            Annuncio Software, Inc.
                        2440 El Camino Real, Suite 300
                            Mountain View, CA 94040
                                (650) 314-6000
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              -------------------
                                  Copies to:
          Page Mailliard                        Robert A. Koenig
         Jonathan D. Levy                           Namee Lee
        Lynn Y. Hashimoto                       Latham & Watkins
         Deanna M. Butler                    135 Commonwealth Drive
 Wilson Sonsini Goodrich & Rosati             Menlo Park, CA 94025
     Professional Corporation                    (650) 328-4600
        650 Page Mill Road
       Palo Alto, CA 94304
          (650) 493-9300
                              -------------------
   Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
                              -------------------
                        CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       Proposed
                                                       Maximum         Amount of
    Title of Each Class of Securities to be           Aggregate       Registration
                   Registered                    Offering Price(1)(2)    Fee(3)
- ----------------------------------------------------------------------------------
<S>                                              <C>                  <C>
Common stock, $0.0001 par value................      $46,000,000        $12,144
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes shares which the underwriters have the option to purchase to
    cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(3) $12,144 was previously paid.
                              -------------------
   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>


    The purpose of this Amendment No.1 is solely to file certain exhibits to
the Registration Statement as set forth below in item 16(a) of Part II.

                                 PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The following table sets forth all fees and expenses payable by Annuncio
in connection with the registration of the common stock hereunder. All of the
amounts shown are estimates except for the SEC registration fee and the NASD
filing fee.

<TABLE>
<CAPTION>
                                                                       Amount
                                                                     To Be Paid
                                                                     ----------
   <S>                                                               <C>
   SEC Registration Fee............................................  $   12,144
   NASD Filing Fee.................................................       5,100
   Nasdaq National Market Listing Fee..............................      95,000
   Printing and Engraving Expenses.................................     200,000
   Legal Fees and Expenses.........................................     500,000
   Accounting Fees and Expenses....................................     300,000
   Transfer Agent and Registrar Fees and Expenses..................      15,000
   Miscellaneous Expenses..........................................      72,756
                                                                     ----------
        Total......................................................  $1,200,000
                                                                     ==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors and any corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Our certificate of incorporation and our bylaws provide for
indemnification of our directors, officers, employees and other agents to the
extent and under the circumstances permitted by the Delaware General
Corporation Law. We have also entered into agreements with our directors and
executive officers that require Annuncio among other things to indemnify them
against certain liabilities that may arise by reason of their status or
service as directors and executive officers to the fullest extent permitted by
Delaware law. We have also purchased directors and officers liability
insurance, which provides coverage against certain liabilities including
liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

    (a) Since August 1997, we have issued and sold the securities described
below:

    (1) In August 1997, we issued and sold an aggregate of 7,500,000 shares
  of unregistered common stock at a price per share of $0.000667 to our two
  founders, Didier Moretti and Maurizio Gianola, for an aggregate cash
  consideration of approximately $5,000. We relied upon Section 4(2) of the
  Securities Act of 1933 in connection with the issuance of these
  securities.

    (2) In September and October 1997, we issued and sold 7,429,689 shares
  of unregistered Series A preferred stock at a price per share of $0.4267
  to nine investors for aggregate cash consideration of approximately
  $3,170,000. These shares were sold pursuant to a Series A preferred stock
  purchase agreement between such investors and us. We relied upon Section
  4(2) of the Securities Act of 1933 and Regulation D, Rule 506, in
  connection with the sale of these securities. The sale of Series A
  preferred stock was made in compliance with all the terms of Rules 501 and
  502 of Regulation D, there were no more than 35 investors, as calculated
  pursuant to Rule 501(e) of Regulation D, and each investor who was not an
  accredited investor represented to us that it had such knowledge and
  experience in financial and business matters that it was capable of
  evaluating the merits and risks of the investment.

                                     II-1
<PAGE>

    (3) In July 1998, we issued and sold 5,071,428 shares of unregistered
  Series B preferred stock at a price per share of $0.70 to nine investors
  for aggregate cash consideration of approximately $3,550,000. These shares
  were sold pursuant to a Series B preferred stock purchase agreement
  between such investors and us. We relied upon Section 4(2) of the
  Securities Act of 1933 and Regulation D, Rule 506, in connection with the
  sale of these securities. The sale of Series B preferred stock was made in
  compliance with all the terms of Rules 501 and 502 of Regulation D, there
  were no more than 35 investors, as calculated pursuant to Rule 501(e) of
  Regulation D, and each investor who was not an accredited investor
  represented to us that it had such knowledge and experience in financial
  and business matters that it was capable of evaluating the merits and
  risks of the investment.

    (4) In August 1998, in connection with obtaining a line of credit, we
  issued unregistered warrants to purchase an aggregate of 21,427 shares of
  Series B preferred stock, with an exercise price per share of $0.70, to
  Comdisco, Inc. We relied upon Section 4(2) of the Securities Act of 1933
  and Regulation D, Rule 506, in connection with the sale of these
  securities. The issuance of the warrants was made in compliance with all
  the terms of Rules 501 and 502 of Regulation D, there were no more than 35
  investors, as calculated pursuant to Rule 501(e) of Regulation D, and each
  investor who was not an accredited investor represented to us that it had
  such knowledge and experience in financial and business matters that it
  was capable of evaluating the merits and risks of the investment.

    (5) In April, June, July and August 1999, we issued and sold 4,197,450
  shares of unregistered Series C preferred stock at a price per share of
  $1.33 to fifteen investors for aggregate cash consideration of $5,596,600.
  These shares were sold pursuant to a Series C preferred stock purchase
  agreement between such investors and us. We relied upon Section 4(2) of
  the Securities Act of 1933 and Regulation D, Rule 506, in connection with
  the sale of these securities. The sale of Series C preferred stock was
  made in compliance with all the terms of Rules 501 and 502 of Regulation
  D, there were no more than 35 investors, as calculated pursuant to Rule
  501(e) of Regulation D, and each investor who was not an accredited
  investor represented to us that it had such knowledge and experience in
  financial and business matters that it was capable of evaluating the
  merits and risks of the investment.

    (6) In April 1999, in connection with obtaining equipment leases and
  loans, we issued unregistered warrants to purchase an aggregate of 262,500
  shares of Series C preferred stock, with an exercise price per share of
  $1.33, to Comdisco, Inc. We relied upon Section 4(2) of the Securities Act
  of 1933 and Regulation D, Rule 506, in connection with the sale of these
  securities. The issuance of the warrants was made in compliance with all
  the terms of Rules 501 and 502 of Regulation D, there were no more than 35
  investors, as calculated pursuant to Rule 501(e) of Regulation D, and each
  investor who was not an accredited investor represented to us that it had
  such knowledge and experience in financial and business matters that it
  was capable of evaluating the merits and risks of the investment.

    (7) In February 2000, we issued and sold 2,840,445 shares of
  unregistered Series D preferred stock at a price per share of $5.33 to 43
  investors for aggregate cash consideration of $15,149,040. These shares
  were sold pursuant to a Series D preferred stock purchase agreement
  between such investors and us. We relied upon Section 4(2) of the
  Securities Act of 1933 and Regulation D, Rule 506, in connection with the
  sale of these securities. The sale of Series D preferred stock was made in
  compliance with all the terms of Rules 501 and 502 of Regulation D, there
  were no more than 35 investors, as calculated pursuant to Rule 501(e) of
  Regulation D, and each investor who was not an accredited investor
  represented to us that it had such knowledge and experience in financial
  and business matters that it was capable of evaluating the merits and
  risks of the investment.

    (8) In February 2000, pursuant to the terms of a software outsourcing
  agreement, we issued unregistered warrants to purchase an aggregate of
  23,076 shares of Series D preferred stock, with an exercise price per
  share of $5.33, to eBay, Inc. We relied upon Section 4(2) of the
  Securities Act of 1933 and Regulation D, Rule 506, in connection with the
  sale of these securities. The issuance of the warrants was made in
  compliance with all the terms of Rules 501 and 502 of Regulation D, there
  were no more than 35 investors, as calculated pursuant to Rule 501(e) of
  Regulation D, and each investor who was not

                                     II-2
<PAGE>

  an accredited investor represented to us that it had such knowledge and
  experience in financial and business matters that it was capable of
  evaluating the merits and risks of the investment.

    (9) In March 2000, we issued and sold to the shareholders, option
  holders and warrant holders of Brightinfo.com, Inc. (1) 6,799,288 shares
  of unregistered common stock valued at $5.33 per share, (2) unregistered
  options to purchase 445,548 shares of unregistered common stock at
  exercise prices ranging from $0.053 to $0.9532, and (3) unregistered
  warrants to purchase 255,153 shares of unregistered common stock at
  exercises prices ranging from $0.9532 to $2.11833, in exchange for all of
  the outstanding stock, options and warrants of Brightinfo.com, Inc. These
  securities were issued pursuant to an agreement and plan of
  reorganization. We relied upon Section 4(2) of the Securities Act of 1933
  and Regulation D, Rule 506, in connection with the sale of these
  securities. The issuance these securities was made in compliance with all
  the terms of Rules 501 and 502 of Regulation D, there were no more than 35
  investors, as calculated pursuant to Rule 501(e) of Regulation D, and each
  investor who was not an accredited investor represented to us that it had
  such knowledge and experience in financial and business matters that it
  was capable of evaluating the merits and risks of the investment.

    (10) From September 9, 1997 to March 2, 2000, we granted options and
  stock purchase rights to purchase 6,900,200 shares of unregistered common
  stock to directors, officers, employees, former employees and consultants
  under our 1997 stock option plan at exercise prices ranging from $0.04 to
  $1.33 per share. Of the 6,900,200 shares granted, 2,967,749 remain
  outstanding, 408,120 have been canceled and returned to the plan, and we
  have issued and sold an aggregate of 3,542,882 shares of unregistered
  common stock pursuant to exercises of stock options for aggregate cash
  consideration of approximately $683,887, of which approximately $130,427
  is subject to outstanding promissory notes payable to us. As to each of
  our directors, officers, employees, former employees and consultants who
  were issued such securities, we relied upon Rule 701 of the Securities Act
  of 1933. Each such person purchased our securities pursuant to a written
  contract between such person and us. In addition, we met the conditions
  imposed under Rule 701(b).

    The recipients of securities in each transaction represented their
intentions to acquire the securities for investment only and not with a view
to or for sale in connection with any distribution thereof. Appropriate
legends were affixed to the share certificates issued in the transactions
described above. All recipients had adequate access, through their
relationships with us or by information furnished by us to them, to
information about us.

    (b) There were no underwritten offerings employed in connection with any
of the transactions set forth in Item 15(a).

                                     II-3
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (a)Exhibits

<TABLE>
<CAPTION>
 Exhibit
 Number                         Description of Document
 -------                        -----------------------
 <C>     <S>
    1.1*   Form of Underwriting Agreement.
    2.1*   Agreement and Plan of Reorganization, dated as of March 2, 2000,
           between the registrant, Annuncio Acquisition, Inc.,
           Brightinfo.com, Inc., and Messrs. Bo Li, Cheryl Traverse, Chun
           Xia, Sheng Zhu, and Yufeng Li.
    2.2*   Agreement and Plan of Merger between the registrant and Annuncio
           Software, Inc., a Delaware corporation.
    3.1*   Certificate of Incorporation of registrant.
    3.2*   Form of Amended and Restated Certificate of Incorporation of
           registrant to be filed upon the closing of the offering made under
           the registration statement.
    3.3*   Bylaws of the registrant.
    4.1*   Form of registrant's common stock certificate.
    4.2*   Amended and Restated Investors Rights Agreement, dated March 2,
           2000, between the registrant and the parties named therein.
    5.1*   Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.
   10.1    Form of Indemnification Agreement entered into by registrant with
           each of its directors and executive officers.
   10.2    1997 Stock Option Plan (as Amended and Restated January 31, 2000)
           and forms of agreements thereunder.
   10.3*   1999 Brightinfo, Inc. Stock Option Plan and forms of agreements
           thereunder.
   10.4    2000 Stock Plan and forms of agreements thereunder.
   10.5    2000 Employee Stock Purchase Plan and forms of agreements
           thereunder.
   10.6    2000 Director Option Plan and forms of agreements thereunder.
 10.7.1    Lease between the registrant and The Dialog Corporation dated
           March 4, 1999 for office space located at 2440 El Camino Real,
           Suite 300, Mountain View, California.
 10.7.2    Lease between the registrant and VANTAS dated July 16, 1999 for
           office space located at 4900 Hopyard Road, Suite 100, Pleasanton,
           California.
 10.7.3    Lease between the registrant and Agresso Corp. Dated February 1,
           2000 for office space at 2440 El Camino Real, Mountain View,
           California.
 10.7.4    Master Office Service Agreement, dated November 1, 1999, by and
           between registrant and HQ Global Workplaces.
 10.8.1+   OEM Software Order Form, dated May 19, 1998, by and between
           registrant and Netscape Communications Corporation.
 10.8.2+   Software License Agreement, dated December 23, 1998, by and
           between registrant and Netscape Communications Corporation.
 10.8.3+   Software Outsourcing Agreement, dated November 30, 1999, by and
           between registrant and eBay Inc.
 10.8.4+   License Agreement by and between registrant and SixGear, Inc. (fka
           Bridge Telecom, Inc.), dated September 9, 1999.
 10.8.5+   Software License and Services Agreement, dated October 6, 1999, by
           and between registrant and Wells Fargo Bank, N.A.
 10.8.6+   Software License Agreement, dated December 29, 1999, by and
           between registrant and NBCi, Inc.
 10.8.7+   License Agreement, dated December 30, 1999, by and between
           registrant and E-Stamp Corporation.
 10.8.8+   Software License Agreement, dated December 30, 1999, by and
           between registrant and Phillips Interactive Health.
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                        Description of Document
 -------                       -----------------------
 <C>      <S>
 10.8.9     Software License Agreement, dated May 19, 1999, by and between
            registrant and Tidestone Technologies, Inc.
   23.1*    Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation (included in exhibit 5.1).
   23.2**   Consent of Ernst & Young LLP, independent auditors.
   24.1**   Power of Attorney (see page II-6).
   27.1**   Financial Data Schedule.
</TABLE>
- --------
*   To be filed by amendment.
+   Confidential treatment has been requested with respect to certain portions
    of this exhibit. Omitted portions have been filed separately with the
    Securities and Exchange Commission.

**  Previously filed.

    (b)Financial Statement Schedules:

    All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

ITEM 17. UNDERTAKINGS

    Insofar as indemnification by Annuncio for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Annuncio, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Annuncio of expenses incurred or paid by a director, officer or
controlling person of Annuncio in the successful defense of any action, suit
or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by Annuncio is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    We hereby undertake that:

    (a) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of a
  registration statement in reliance upon Rule 430A and contained in the
  form of prospectus filed by Annuncio pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of the
  registration statement as of the time it was declared effective.

    (b) For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                     II-5
<PAGE>


                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to the registration statement on Form
S-1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Mountain View, State of California, on the 21st day of March,
2000.

                                          ANNUNCIO SOFTWARE, INC.

                                                  /s/ Didier Moretti

                                          By: ____________________________

                                                    Didier Moretti

                                               President and Chief Executive
                                                       Officer

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----
<S>                                    <C>                        <C>
        /s/ Didier Moretti             President and Chief          March 21, 2000
______________________________________ Executive Officer and
            Didier Moretti             Director (Principal
                                       Executive Officer)
        /s/ Karil Reibold              Vice President, Finance      March 21, 2000
______________________________________ and Administration
            Karil Reibold              (Principal Financial and
                                       Accounting Officer)
                  *                    Director                     March 21, 2000
______________________________________
             Promod Haque
                  *                    Director                     March 21, 2000
______________________________________
             Andre Touma
                  *                    Director                     March 21, 2000
______________________________________
             Jos Henkens
                  *                    Director                     March 21, 2000
______________________________________
              Mark Pine
                  *                    Director                     March 21, 2000
______________________________________
           Cheryl Traverse

*By: /s/ Didier Moretti
    __________________________________                              March 21, 2000
       Didier Moretti
      Attorney-in-fact
</TABLE>

                                      II-6
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
 Number                         Description of Document
 -------                        -----------------------
 <C>     <S>
    1.1*   Form of Underwriting Agreement.
    2.1*   Agreement and Plan of Reorganization, dated as of March 2, 2000,
           between the registrant, Annuncio Acquisition, Inc.,
           Brightinfo.com, Inc., and Messrs. Bo Li, Cheryl Traverse, Chun
           Xia, Sheng Zhu, and Yufeng Li.
    2.2*   Agreement and Plan of Merger between the registrant and Annuncio
           Software, Inc., a Delaware corporation.
    3.1*      Certificate of Incorporation of registrant.
    3.2*   Form of Amended and Restated Certificate of Incorporation of
           registrant to be filed upon the closing of the offering made under
           the registration statement.
    3.3*                        Bylaws of the registrant.
    4.1*   Form of registrant's common stock certificate.
    4.2*   Amended and Restated Investors Rights Agreement, dated March 2,
           2000, between the registrant and the parties named therein.
    5.1*   Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.
   10.1    Form of Indemnification Agreement entered into by registrant with
           each of its directors and executive officers.
   10.2    1997 Stock Option Plan (as Amended and Restated January 31, 2000)
           and forms of agreements thereunder.
   10.3*   1999 Brightinfo, Inc. Stock Option Plan and forms of agreements
           thereunder.
   10.4    2000 Stock Plan and forms of agreements thereunder.
   10.5    2000 Employee Stock Purchase Plan and forms of agreements
           thereunder.
   10.6    2000 Director Option Plan and forms of agreements thereunder.
 10.7.1    Lease between the registrant and The Dialog Corporation dated
           March 4, 1999 for office space located at 2440 El Camino Real,
           Suite 300, Mountain View, California.
 10.7.2    Lease between the registrant and VANTAS dated July 16, 1999 for
           office space located at 4900 Hopyard Road, Suite 100, Pleasanton,
           California.
 10.7.3    Lease between the registrant and Agresso Corp. Dated February 1,
           2000 for office space at 2440 El Camino Real, Mountain View,
           California.
 10.7.4    Master Office Service Agreement, dated November 1, 1999, by and
           between registrant and HQ Global Workplaces.
 10.8.1+   OEM Software Order Form, dated May 19, 1998, by and between
           registrant and Netscape Communications Corporation.
 10.8.2+   Software License Agreement, dated December 23, 1998, by and
           between registrant and Netscape Communications Corporation.
 10.8.3+   Software Outsourcing Agreement, dated November 30, 1999, by and
           between registrant and eBay Inc.
 10.8.4+   License Agreement by and between registrant and SixGear, Inc. (fka
           Bridge Telecom, Inc.), dated September 9, 1999.
 10.8.5+   Software License and Services Agreement, dated October 6, 1999, by
           and between registrant and Wells Fargo Bank, N.A.
 10.8.6+   Software License Agreement, dated December 29, 1999, by and
           between registrant and NBCi, Inc.
 10.8.7+   License Agreement, dated December 30, 1999, by and between
           registrant and E-Stamp Corporation.
 10.8.8+   Software License Agreement, dated December 30, 1999, by and
           between registrant and Phillips Interactive Health.
 10.8.9    Software License Agreement, dated May 19, 1999, by and between
           registrant and Tidestone Technologies, Inc.
 23.1 *    Consent of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation (included in exhibit 5.1).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                Description of Document
 -------               -----------------------
 <C>     <S>
 23.2**  Consent of Ernst & Young LLP, independent auditors.
 24.1**  Power of Attorney (see page II-6).
 27.1**  Financial Data Schedule.
</TABLE>
- --------
+  Confidential treatment has been requested with respect to certain portions
   of this exhibit. Omitted portions have been filed separately with the
   Securities and Exchange Commission.
*  To be filed by amendment.

**Previously filed.

<PAGE>

                                                                    EXHIBIT 10.1


                            ANNUNCIO SOFTWARE, INC.

                           INDEMNIFICATION AGREEMENT

     This Indemnification Agreement ("Agreement") is made as of ________ by and
between Annuncio Software, Inc., a Delaware corporation (which, together with
the California corporation which was its predecessor, is known herein as the
"Company"), and ______________________ ("Indemnitee").

     WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

     WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the coverage of liability
insurance has been limited;

     WHEREAS, Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other officers and
directors of the Company may not be willing to continue to serve as officers and
directors without additional protection; and

     WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.   Indemnification.
          ---------------

          (a)  Third Party Proceedings.   The Company shall indemnify Indemnitee
               -----------------------
if Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval shall not
be unreasonably withheld) actually and reasonably incurred by Indemnitee in
connection with such action or proceeding if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe Indemnitee's conduct was
unlawful. The termination of any action, suit or
<PAGE>

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
(i) Indemnitee did not act in good faith, (ii) Indemnitee did not act in a
manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or (iii) with respect to any criminal action or
proceeding, Indemnitee had no reasonable cause to believe that Indemnitee's
conduct was unlawful.

          (b)  Proceedings By or in the Right of the Company.  The Company shall
               ---------------------------------------------
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) and, to the fullest extent permitted by law, amounts
paid in settlement, in each case to the extent actually and reasonably incurred
by Indemnitee in connection with the defense or settlement of such action or
proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
and its stockholders, except that no indemnification shall be made in respect of
any claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Company in the performance of Indemnitee's duty to the Company and
its stockholders unless and only to the extent that the court in which such
action or suit is or was pending shall determine upon application that, in view
of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses and then only to the extent that the
court shall determine.

     2.   Agreement to Serve.   In consideration of the protection afforded by
          ------------------
this Agreement, if Indemnitee is a director of the Company, he agrees to serve
at least for the balance of the current term as a director and not to resign
voluntarily during such period without the written consent of a majority of the
Board of Directors. If Indemnitee is an officer of the Company not serving under
an employment contract, he agrees to serve in such capacity at least for the
balance of the current fiscal year of the Company and not to resign voluntarily
during such period without the written consent of a majority of the Board of
Directors. Following the applicable period set forth above, Indemnitee agrees to
continue to serve in such capacity at the will of the Company (or under separate
agreement, if such agreement exists) so long as he is duly appointed or elected
and qualified in accordance with the applicable provisions of the Bylaws of the
Company or any subsidiary of the Company or until such time as he tenders his
resignation in writing. Nothing contained in this Agreement is intended to or
shall create in Indemnitee any right to continued employment.

     3.   Expenses; Indemnification Procedure.
          -----------------------------------

          (a)  Advancement of Expenses.   The Company shall advance all expenses
               -----------------------
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal action or proceeding referenced in Section
1(a) or (b) hereof (but not amounts actually paid in settlement of any such
action or proceeding).  Indemnitee hereby undertakes to repay such expenses
advanced only if, and to the extent that, it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Company as authorized
hereby.  The advances to be made
<PAGE>

hereunder shall be paid by the Company to Indemnitee within twenty (20) days
following delivery of a written request therefor by Indemnitee to the Company.

          (b)  Notice/Cooperation by Indemnitee.   Indemnitee shall, as a
               --------------------------------
condition precedent to his right to be indemnified under this Agreement, give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee). Notice shall be deemed received three business days after the date
postmarked if sent by domestic certified or registered mail, properly addressed;
otherwise notice shall be deemed received when such notice shall actually be
received by the Company. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee's power.

          (c)  Procedure.   Any indemnification provided for in Section 1 shall
               ---------
be made no later than forty-five (45) days after receipt of the written request
of Indemnitee. If a claim under this Agreement, under any statute, or under any
provision of the Company's Certificate of Incorporation or Bylaws providing for
indemnification, is not paid in full by the Company within forty-five (45) days
after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter submit his claim
to arbitration as described in Section 14 to recover the unpaid amount of the
claim and, subject to Section 15 of this Agreement, Indemnitee shall also be
entitled to be paid for the expenses (including attorneys' fees) of bringing
such claim. It shall be a defense to any such action (other than a claim brought
for expenses incurred in connection with any action or proceeding in advance of
its final disposition) that Indemnitee has not met the standards of conduct
which make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Company, and Indemnitee shall be entitled to receive interim payments
of expenses pursuant to Subsection 3(a) unless and until such defense may be
finally adjudicated by court order or judgment from which no further right of
appeal exists or an arbitration panel as described in Section 14. It is the
parties' intention that if the Company contests Indemnitee's right to
indemnification, the question of Indemnitee's right to indemnification shall be
for the court or arbitration panel to decide, and neither the failure of the
Company (including its Board of Directors, any committee or subgroup of the
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) that Indemnitee has
not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

          (d) Notice to Insurers.   If, at the time of the receipt of a notice
              ------------------
of a claim pursuant to Section 3(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.
<PAGE>

          (e)  Selection of Counsel.   In the event the Company shall be
               --------------------
obligated under Section 3(a) hereof to pay the expenses of any proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume the
defense of such proceeding, with counsel approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding,
provided that (i) Indemnitee shall have the right to employ his own counsel in
any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
or (C) the Company shall not, in fact, have employed counsel to assume the
defense of such proceeding, then the fees and expenses of Indemnitee's counsel
shall be at the expense of the Company.

     4.   Additional Indemnification Rights; Nonexclusivity.
          -------------------------------------------------

          (a)  Scope.   Notwithstanding any other provision of this Agreement,
               -----
the Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company's Certificate
of Incorporation, the Company's Bylaws or by statute. In the event of any
change, after the date of this Agreement, in any applicable law, statute or rule
which expands the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, such changes shall be, ipso facto, within the
                                                         ---- -----
purview of Indemnitee's rights and Company's obligations under this Agreement.
In the event of any change in any applicable law, statute or rule which narrows
the right of a Delaware corporation to indemnify a member of its Board of
Directors or an officer, such changes, to the extent not otherwise required by
such law, statute or rule to be applied to this Agreement shall have no effect
on this Agreement or the parties' rights and obligations hereunder.

          (b)  Nonexclusivity.   The indemnification provided by this Agreement
               --------------
shall not be deemed exclusive of any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation, its Bylaws, any agreement, any
vote of stockholders or disinterested directors, the General Corporation Law of
the State of Delaware, or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such office. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even
though he may have ceased to serve in such capacity at the time of any action or
other covered proceeding.

     5.   Partial Indemnification.   If Indemnitee is entitled under any
          -----------------------
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines, penalties or amounts paid in
settlement actually or reasonably incurred by him in the investigation, defense,
appeal or settlement of any civil or criminal action or proceeding, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such expenses, judgments, fines or penalties to
which Indemnitee is entitled.
<PAGE>

     6.   Mutual Acknowledgement.   Both the Company and Indemnitee acknowledge
          ----------------------
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

     7.   Directors' and Officers' Liability Insurance.   The Company shall,
          --------------------------------------------
from time to time, make a good faith determination whether or not it is
practicable for the Company to obtain and maintain a policy or policies of
insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses from wrongful acts, or to
ensure the Company's performance of its indemnification obligations under this
Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such
coverage. In all policies of directors' and officers' liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, if Indemnitee is not an officer or
director but is a key employee. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.

     8.   Severability.   Nothing in this Agreement is intended to require or
          ------------
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 8. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

     9.   Exceptions.   Any other provision herein to the contrary
          ----------
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

          (a)  Excluded Acts.   To indemnify Indemnitee for any  acts or
               -------------
omissions or transactions from which a director may not be indemnified under the
Delaware General Corporation Law; or

          (b)  Claims Initiated by Indemnitee.   To indemnify or advance
               ------------------------------
expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with
respect to proceedings brought to establish or enforce a right to
<PAGE>

indemnification under this Agreement or any other statute or law or otherwise as
required under Section 145 of the Delaware General Corporation Law, but such
indemnification or advancement of expenses may be provided by the Company in
specific cases if the Board of Directors has approved the initiation or bringing
of such claim; or

          (c)  Lack of Good Faith.   To indemnify Indemnitee for any expenses
               ------------------
incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction or the arbitration panel determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good faith
or was frivolous; or

          (d)  Insured Claims.   To indemnify Indemnitee for  expenses or
               --------------
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
directors' and officers' liability insurance maintained by the Company; or

          (e)  Claims Under Section 16(b).  To indemnify Indemnitee for expenses
               --------------------------
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

     10.  Effectiveness of Agreement.   To the extent that the indemnification
          --------------------------
permitted under the terms of certain provisions of this Agreement exceeds the
scope of the indemnification provided for in the Delaware General Corporation
Law, such provisions shall not be effective unless and until the Company's
Certificate of Incorporation authorizes such additional rights of
indemnification. In all other respects, the balance of this Agreement shall be
effective as of the date set forth on the first page and may apply to acts or
omissions of Indemnitee which occurred prior to such date if Indemnitee was an
officer, director, employee or other agent of the Company, or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the time
such act or omission occurred.

     11.  Construction of Certain Phrases.
          -------------------------------

          (a)  For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that if
Indemnitee is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

          (b)  For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on Indemnitee with respect to an employee benefit plan;
and references to "serving at the request of the Company"
<PAGE>

shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries.

     12.  Counterparts.   This Agreement may be executed in one or more
          ------------
counterparts, each of which shall constitute an original.

     13.  Successors and Assigns.   This Agreement shall be binding upon the
          ----------------------
Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

     14.  Arbitration.   It is understood and agreed that the Company and
          -----------
Indemnitee shall carry out this Agreement in the spirit of mutual cooperation
and good faith and that any differences, disputes or controversies shall be
resolved and settled amicably among the parties hereto. In the event that the
dispute, controversy or difference is not so settled in the above manner within
forty-five (45) days, then the matter shall be exclusively submitted to
arbitration in Santa Clara county, California before three independent
technically qualified arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and under the laws of Delaware,
without reference to conflict of laws principles. Subject to Sections 1(b) and
6, arbitration shall be the exclusive forum and the decision and award by the
arbitrator(s) shall be final and binding upon the parties concerned and may be
entered in any state court of California having jurisdiction.

     15.  Attorneys' Fees.   In the event that any action is instituted or claim
          ---------------
is submitted to arbitration by Indemnitee under this Agreement to enforce or
interpret any of the terms  hereof, Indemnitee shall be entitled to be paid all
court costs and expenses, including reasonable attorneys' fees, incurred by
Indemnitee with respect to such action or arbitration, unless as a part of such
action, a court of competent jurisdiction or the arbitrator(s) determines that
each of the material assertions made by Indemnitee as a basis for such claim
were not made in good faith or were frivolous.  In the event of an action
instituted or a claim submitted to arbitration by or in the name of the Company
under this Agreement or to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee in defense of such action or
claim (including with respect to Indemnitee's counterclaims and cross-claims
made in such action or arbitration), unless as a part of such action the court
or the arbitrator(s) determines that each of Indemnitee's material defenses to
such action or claim were made in bad faith or were frivolous.

     16.  Notice.   All notices, requests, demands and other communications
          ------
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.

     17.  Consent to Jurisdiction.   The Company and Indemnitee each hereby
          -----------------------
irrevocably consent to the jurisdiction of the courts of the State of California
for all purposes in connection with
<PAGE>

any proceeding which arises out of or relates to this Agreement and agree that
any action instituted under this Agreement shall be brought only in the state
courts of the State of California in Santa Clara County and that any
arbitration proceeding which arises out of or relates to this Agreement shall be
held in Santa Clara County, California.

     18.  Choice of Law.   This Agreement shall be governed by and its
          -------------
provisions construed in accordance with the laws of the State of Delaware as
applied to contracts between Delaware residents entered into and performed
entirely within Delaware.

     19.  Subrogation.   In the event of payment under this Agreement, the
          -----------
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the
corporation effectively to bring suit to enforce such rights.

     20.  Continuation of Indemnification.   All agreements and obligations of
          -------------------------------
the Company contained herein shall continue during the period that Indemnitee is
a director, officer or agent of the Company and shall continue thereafter so
long as Indemnitee shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was
serving in the capacity referred to herein.

     21.  Amendment and Termination.   Subject to Section 20, no amendment,
          -------------------------
modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both parties hereto.

     22.  Integration and Entire Agreement.   This Agreement (a) sets forth the
          --------------------------------
entire understanding between the parties, (b) supersedes all previous written or
oral negotiations, commitments, understandings and agreements relating to the
subject matter hereof and (c) merges all prior and contemporaneous discussions
between the parties.
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                              ANNUNCIO SOFTWARE, INC.


                                              By:___________________________
                                              Title:________________________
                                              Address: 2440 El Camino Real,
                                                       Suite 300
                                                       Mountain View, CA 94040



AGREED TO AND ACCEPTED:

INDEMNITEE:



______________________________
Signature


______________________________
Print Name

______________________________


______________________________
Address

<PAGE>

                                                                    EXHIBIT 10.2

                            ANNUNCIO SOFTWARE, INC.

                            1997 STOCK OPTION PLAN

                  (As Amended and Restated January 31, 2000)


     1.   Purposes of the Plan.  The purposes of this Stock Option Plan are to
          --------------------
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase
Rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:
          ------------

          (a)  "Administrator" means the Board or any of its Committees as shall
                -------------
be administering the Plan in accordance with Section 4 hereof.

          (b)  "Applicable Laws" means the requirements relating to the
                ---------------
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any other country or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.

          (c)  "Board" means the Board of Directors of the Company.
                -----

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.
                ----

          (e)  "Committee"  means a committee of Directors appointed by the
                ---------
Board in accordance with Section 4 hereof.

          (f)  "Common Stock" means the Common Stock of the Company.
                ------------

          (g)  "Company" means Annuncio Software, Inc. a California
                -------
corporation.

          (h)  "Consultant" means any person who is engaged by the Company or
                ----------
any Parent or Subsidiary to render consulting or advisory services to such
entity.

          (i)  "Director" means a member of the Board of Directors of the
                --------
Company.
<PAGE>

          (j)  "Disability" means total and permanent disability as defined
                ----------
in Section 22(e)(3) of the Code.

          (k)  "Employee" means any person, including Officers and Directors,
                --------
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

          (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

          (m)  "Fair Market Value" means, as of any date, the value of
                -----------------
Common Stock determined as follows:

               (i)    If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

               (ii)   If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; or

               (iii)  In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

          (n)  "Incentive Stock Option" means an Option intended to qualify as
                ----------------------
an incentive stock option within the meaning of Section 422 of the Code.

          (o)  "Nonstatutory Stock Option" means an Option not intended to
                -------------------------
qualify as an Incentive Stock Option.

          (p)  "Officer" means a person who is an officer of the Company
                -------
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

          (q)  "Option" means a stock option granted pursuant to the Plan.
                ------

                                      -2-
<PAGE>

          (r)  "Option Agreement" means a written or electronic agreement
                ----------------
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

          (s)  "Option Exchange Program" means a program whereby outstanding
                -----------------------
Options are exchanged for Options with a lower exercise price.

          (t)  "Optioned Stock" means the Common Stock subject to an Option
                --------------
or a Stock Purchase Right.

          (u)  "Optionee" means the holder of an outstanding Option or Stock
                --------
Purchase Right granted under the Plan.

          (v)  "Parent" means a "parent corporation," whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code.

          (w)  "Plan" means this 1997 Stock Option Plan.
                ----

          (x)  "Restricted Stock" means shares of Common Stock acquired pursuant
                ----------------
to a grant of a Stock Purchase Right under Section 11 below.

          (y)  "Section 16(b)" means Section 16(b) of the Securities Exchange
                -------------
Act of 1934, as amended.

          (z)  "Service Provider"  means an Employee, Director or Consultant.
                ----------------

          (aa) "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 12 below.

          (bb) "Stock Purchase Right" means a right to purchase Common Stock
                --------------------
pursuant to Section 11 below.

          (cc) "Subsidiary" means a "subsidiary corporation," whether now or
                ----------
hereafter as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan. Subject to the provisions of Section 12 of
          -------------------------
the Plan, the maximum aggregate number of Shares which may be subject to option
and sold under the Plan is 8,625,000 Shares. The Shares may be authorized but
unissued, or reacquired Common Stock.

     If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are

                                      -3-
<PAGE>

repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.

     4.   Administration of the Plan.
          --------------------------

          (a)  Administrator.  The Plan shall be administered by the Board
               -------------
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.

          (b)  Powers of the Administrator.  Subject to the provisions of
               ---------------------------
the Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority in its discretion:

               (i)    to determine the Fair Market Value;

               (ii)   to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

               (iii)  to determine the number of Shares to be covered by each
such award granted hereunder;

               (iv)   to approve forms of agreement for use under the Plan;

               (v)    to determine the terms and conditions, of any Option or
Stock Purchase Right granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times when Options or Stock
Purchase Rights may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase Right or the
Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

               (vi)   to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(e) instead of Common Stock;

               (vii)  to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted;

               (viii) to initiate an Option Exchange Program;

               (ix)   to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

               (x)    to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be

                                      -4-
<PAGE>

withheld. The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined. All
elections by Optionees to have Shares withheld for this purpose shall be made in
such form and under such conditions as the Administrator may deem necessary or
advisable; and

               (xi)   to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

          (c)  Effect of Administrator's Decision.  All decisions,
               ----------------------------------
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

     5.   Eligibility.
          -----------

          (a)  Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

          (b)  Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (c)  Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause.

     6.   Term of Plan.  The Plan shall become effective upon its adoption by
          ------------
the Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 14 of the Plan.

     7.   Term of Option.  The term of each Option shall be stated in the Option
          --------------
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.  In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in the Option Agreement.

     8.   Option Exercise Price and Consideration.
          ---------------------------------------

                                      -5-
<PAGE>

          (a)  The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following:

               (i)   In the case of an Incentive Stock Option

                     (1)  granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.

                     (2)  granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

               (ii)  In the case of a Nonstatutory Stock Option

                     (1)  granted to a Service Provider who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                     (2)  granted to any other Service Provider, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price other than as required above pursuant to a merger or
other corporate transaction.

          (b)  The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant).  Such consideration  may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment.  In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     9.   Exercise of Option.
          ------------------

          (a)  Procedure for Exercise; Rights as a Shareholder.  Any Option
               -----------------------------------------------
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Except in the case of Options granted to Officers,
Directors and Consultants, Options shall become exercisable at a rate of

                                      -6-
<PAGE>

no less than 20% per year over five (5) years from the date the Options are
granted. Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence. An Option may not
be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 12 of
the Plan.

     Exercise of an Option in any manner shall result in a decrease in the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

          (b)  Termination of Relationship as a Service Provider. If an Optionee
               -------------------------------------------------
ceases to be a Service Provider, such Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement (of at least
thirty (30) days) to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

          (c)  Disability of Optionee.  If an Optionee ceases to be a Service
               ----------------------
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
(of at least six (6) months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                                      -7-
<PAGE>

          (d)  Death of Optionee.  If an Optionee dies while a Service Provider,
               -----------------
the Option may be exercised within such period of time as is specified in the
Option Agreement (of at least six (6) months) to the extent that the Option is
vested on the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement) by the Optionee's
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance. In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, at the time of death, the Optionee is not vested as to the
entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

          (e)  Buyout Provisions.  The Administrator may at any time offer to
               -----------------
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

     10.  Non-Transferability of Options and Stock Purchase Rights.  The Options
          --------------------------------------------------------
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

     11.  Stock Purchase Rights.
          ---------------------

          (a)  Rights to Purchase.  Stock Purchase Rights may be issued either
               ------------------
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer. The terms of the offer shall comply in all
respects with Section 260.140.42 of Title 10 of the California Code of
Regulations. The offer shall be accepted by execution of a Restricted Stock
purchase agreement in the form determined by the Administrator.

          (b)  Repurchase Option.  Unless the Administrator determines
               -----------------
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine. Except with respect to Shares purchased by
Officers, Directors and Consultants, the repurchase option shall in no case
lapse at a rate of less than 20% per year over five (5) years from the date of
purchase.

          (c)  Other Provisions.  The Restricted Stock purchase agreement shall
               ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

                                      -8-
<PAGE>

          (d)  Rights as a Shareholder.  Once the Stock Purchase Right is
               -----------------------
exercised, the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 12 of
the Plan.

     12.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
          ----------------------------------------------------------------

          (a)  Changes in Capitalization.  Subject to any required action by the
               -------------------------
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option or Stock Purchase Right.

          (b)  Dissolution or Liquidation.  In the event of the proposed
               --------------------------
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock Purchase Right shall
lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

          (c)  Merger or Asset Sale.  In the event of a merger of the
               --------------------
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option or
Stock Purchase Right, the Optionee shall fully vest in and have the right to
exercise the Option or Stock Purchase Right as to

                                      -9-
<PAGE>

all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If an Option or Stock Purchase Right becomes fully
vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee in writing
or electronically that the Option or Stock Purchase Right shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or Stock Purchase Right shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option or Stock Purchase Right immediately prior
to the merger or sale of assets, the consideration (whether stock, cash, or
other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

     13.  Time of Granting Options and Stock Purchase Rights.  The date of grant
          --------------------------------------------------
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Employee to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such
grant.

     14.  Amendment and Termination of the Plan.
          -------------------------------------

          (a)  Amendment and Termination.  The Board may at any time amend,
               -------------------------
alter, suspend or terminate the Plan.

          (b)  Shareholder Approval.  The Board shall obtain shareholder
               --------------------
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

          (c)  Effect of Amendment or Termination.  No amendment, alteration,
               ----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     15.  Conditions Upon Issuance of Shares.
          ----------------------------------

          (a)  Legal Compliance.  Shares shall not be issued pursuant to the
               ----------------
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply

                                      -10-
<PAGE>

with Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

          (b)  Investment Representations.  As a condition to the exercise of an
               --------------------------
Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

     16.  Inability to Obtain Authority.  The inability of the Company to obtain
          -----------------------------
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     17.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     18.  Shareholder Approval.  The Plan shall be subject to approval by the
          --------------------
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the degree and manner
required under Applicable Laws.

     Information to Optionees and Purchasers.  The Company shall provide to each
     ---------------------------------------
Optionee and to each individual who acquires Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee or purchaser has
one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquires Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information.

                                      -11-
<PAGE>

                            ANNUNCIO SOFTWARE, INC.
                            1997 STOCK OPTION PLAN
                                NOTICE OF GRANT


     Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Notice of Grant.

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Stock Option Agreement,
as follows:

     Date of Grant                      ______________________________

     Vesting Commencement Date          ______________________________

     Exercise Price per Share           $_____________________________

     Total Number of Shares Granted     ______________________________

     Total Exercise Price               ______________________________

     Type of Option:                    ____ Incentive Stock Option

                                        ____ Nonstatutory Stock Option

     Term/Expiration Date:              ______________________________

     Vesting Schedule:
     ----------------

     This Option may be exercised, in whole or in part, in accordance with the
following schedule:

     25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest each month thereafter.

     Termination Period:
     ------------------

     This Option may be exercised for three (3) months after termination of
employment or consulting relationship, or such longer period as may be
applicable upon death or Disability of Optionee as provided in the Plan, but in
no event later than the Term/Expiration Date as provided above.
<PAGE>

                            ANNUNCIO SOFTWARE, INC.
                            1997 STOCK OPTION PLAN
                               OPTION AGREEMENT

     1.   Grant of Option.  Annuncio Software, Inc. (the "COMPANY"), hereby
          ---------------
grants to the Optionee (the "OPTIONEE") named in the Notice of Grant, an option
(the "OPTION") to purchase the total number of shares of Common Stock (the
"SHARES") set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "EXERCISE PRICE") subject to the terms,
definitions and provisions of the 1997 Stock Option Plan (the "PLAN") adopted by
the Company, which is incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.

     If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code.  However, if this Option is intended to be an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

     2.   Exercise of Option. This Option shall be exercisable during its term
          ------------------
in accordance with the Vesting Schedule set out in the Notice of Grant and with
the provisions of Section 9 of the Plan as follows:

          (a). Right to Exercise.
               -----------------

               (i)   This Option may not be exercised for a fraction of a Share.

               (ii)  In the event of Optionee's death, disability or other
termination of the Optionee's Continuous Status as an Employee or Consultant,
the exercisability of the Option is governed by Sections 6, 7 and 8 below,
subject to the limitation contained in subsection 2(a)(iii).

               (iii) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.

          (b)  Method of Exercise. This Option shall be exercisable by written
               ------------------
notice (in the form attached as Exhibit A) which shall state the election to
                                ---------
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.

     No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange
<PAGE>

or national market system upon which the Common Stock is then listed.  Assuming
such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

     3.   Optionee's Representations.  In the event the Shares purchasable
          --------------------------
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B.
                                                        ---------

     4.   Method of Payment.  Payment of the Exercise Price shall be by any of
          -----------------
the following, or a combination thereof, at the election of the Optionee:

          (a)  cash; or

          (b)  check; or

          (c)  surrender of other shares of Common Stock of the Company which
(i) in the case of Shares acquired pursuant to the exercise of a Company option,
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (ii) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised; or

          (d)  to the extent authorized by the Company, delivery of a properly
executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required
to pay the Exercise Price.

     5.   Restrictions on Exercise.  This Option may not be exercised if the
          ------------------------
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

     6.   Termination of Relationship.  In the event an Optionee's Continuous
          ---------------------------
Status as an Employee terminates, Optionee may, to the extent otherwise so
entitled at the date of such termination (the "TERMINATION DATE"), exercise this
Option during the Termination Period set out in the Notice of Grant. To the
extent that Optionee was not entitled to exercise this Option at the date of
such termination, or if Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.

     7.   Disability of Optionee.  Notwithstanding the provisions of Section 6
          ----------------------
above, in the event of termination of an Optionee's Continuous Status as an
Employee or Consultant as a result of his or her Disability, Optionee may, but
only within twelve (12) months from the date of such
<PAGE>

termination (and in no event later than the expiration date of the term of such
Option as set forth in the Notice of Grant) exercise the Option to the extent
otherwise entitled to exercise it at the date of such termination. To the extent
that Optionee is not entitled to exercise the Option at the date of termination,
or if Optionee does not exercise such Option to the extent so entitled within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

     8.   Death of Optionee.  In the event of termination of Optionee's
          -----------------
Continuous Status as an Employee or Consultant as a result of the death of
Optionee, the Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 10 below), by Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent the Optionee could exercise the Option at
the date of death.

     9.   Non-Transferability of Option.  This Option may not be transferred in
          -----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

     10.  Term of Option.  This Option may be exercised only within the term set
          --------------
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Section 7 of the Plan regarding Options designated as Incentive Stock Options
and Options granted to more than ten percent (10%) shareholders shall apply to
this Option.

     11.  Tax Consequences.  Set forth below is a brief summary as of the date
          ----------------
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (a)  Exercise of an ISO.  If this Option qualifies as an ISO, there
               ------------------
will be no regular federal income tax liability upon the exercise of the Option,
although the excess, if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.

          (b)  Exercise of an NSO.  There may be a regular federal income tax
               ------------------
liability upon the exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
<PAGE>

          (c)  Disposition of Shares.  In the case of an NSO, if Shares are held
               ---------------------
for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. In the case
of an ISO, if Shares transferred pursuant to the Option are held for at least
one year after exercise and are disposed of at least two years after the Date of
Grant, any gain realized on disposition of the Shares will also be treated as
long-term capital gain for federal income tax purposes. If Shares purchased
under an ISO are disposed of within such one-year period or within two years
after the Date of Grant, any gain realized on such disposition will be treated
as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair Market
Value of the Shares on the date of exercise, or (ii) the sale price of the
Shares.

          (d)  Notice of Disqualifying Disposition of ISO Shares.  If the Option
               -------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (i) the date two years after the Date of Grant, or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

                                             ANNUNCIO SOFTWARE, INC.

                                             By: _____________________________
<PAGE>

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1997 STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and represents that he
is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

Dated: _______________________               ___________________________________
                                             Optionee

                                             Residence Address

                                             ___________________________________

<PAGE>

                                   EXHIBIT A

                            ANNUNCIO SOFTWARE, INC.

                            1997 STOCK OPTION PLAN

                                EXERCISE NOTICE

Annuncio Software, Inc.
2440 West El Camino Real
Mountain View, CA 94040
Attention: Secretary

     1.   Exercise of Option.  Effective as of today, __________________,
          ------------------
_______, the undersigned (the "OPTIONEE") hereby elects to exercise Optionee's
option to purchase ______________ shares of the Common Stock (the "SHARES") of
Annuncio Software, Inc. (the "COMPANY") under and pursuant to the 1997 Stock
Option Plan, as amended (the "PLAN") and the [ ] Incentive [ ] Nonstatutory
Stock Option Agreement dated __________________, _______ (the "OPTION
AGREEMENT").

     2.   Delivery of Payment.  Optionee herewith delivers to the Company the
          -------------------
full Exercise Price for the Shares, as set forth in the Option Agreement.

     3.   Representations of Optionee.  Optionee acknowledges that Optionee has
          ---------------------------
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     4.   Rights as Shareholder.  Until the issuance of the Shares (as evidenced
          ---------------------
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date of issuance except as provided in Section 12 of the Plan.

     5.   Company's Right of First Refusal.  Before any Shares held by Optionee
          --------------------------------
or any transferee (either being sometimes referred to herein as the "HOLDER")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"RIGHT OF FIRST REFUSAL").

          (a)  Notice of Proposed Transfer.  The Holder of the Shares shall
               ---------------------------
deliver to the Company a written notice (the "NOTICE") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or other transferee (the "PROPOSED TRANSFEREE"); (iii)
the number of Shares to be transferred to each Proposed Transferee;
<PAGE>

and (iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Shares (the "OFFERED PRICE"), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s).

          (b)  Exercise of Right of First Refusal.  At any time within thirty
          -----------------------------------
(30) days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

          (c)  Purchase Price.  The purchase price (the "PURCHASE PRICE") for
               --------------
the Shares purchased by the Company or its assignee(s) under this Section shall
be the Offered Price. If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

          (d)  Payment.  Payment of the Purchase Price shall be made, at the
               -------
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

          (e)  Holder's Right to Transfer.  If all of the Shares proposed in the
               --------------------------
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within 120 days after the date of the Notice, that any such sale or
other transfer is effected in accordance with any applicable securities laws and
that the Proposed Transferee agrees in writing that the provisions of this
Section shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.

          (f)  Exception for Certain Family Transfers.  Anything to the contrary
               --------------------------------------
contained in this Section notwithstanding, the transfer of any or all of the
Shares during the Optionee's lifetime or on the Optionee's death by will or
intestacy to the Optionee's immediate family or a trust for the benefit of the
Optionee's immediate family shall be exempt from the provisions of this Section.
"Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

          (g)  Termination of Right of First Refusal.  The Right of First
               -------------------------------------
Refusal shall terminate as to any Shares upon the first sale of Common Stock of
the Company to the general public
<PAGE>

pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

     6.   Tax Consultation.  Optionee understands that Optionee may suffer
          ----------------
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     7.   Restrictive Legends and Stop-Transfer Orders.
          --------------------------------------------

          (a). Legends.  Optionee understands and agrees that the Company shall
               -------
cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND
          MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
          OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
          OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE
          ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
          PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL
          OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH
          IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL
          HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
          THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
          RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
          TRANSFEREES OF THESE SHARES.

          (b). Stop-Transfer Notices.  Optionee agrees that, in order to ensure
               ---------------------
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

          (c). Refusal to Transfer.  The Company shall not be required (i) to
               -------------------
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.
<PAGE>

     8.   Successors and Assigns.  The Company may assign any of its rights
          ----------------------
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.

     9.   Interpretation.  Any dispute regarding the interpretation of this
          --------------
Agreement shall be submitted by Optionee or by the Company forthwith to the
Administrator which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Administrator shall be final and binding on
all parties.

     10.  Governing Law; Severability.  This Agreement is governed by the
          ----------------------------
internal substantive laws, but not the choice of law rules, of California.

     11.  Entire Agreement.  The Plan, and the Option Agreement (including the
          ----------------
Notice of Grant) are incorporated herein by reference. This Notice, the Plan,
the Restricted Stock Purchase Agreement, the Option Agreement (including the
Notice of Grant) and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.

     OPTIONEE:                               ANNUNCIO SOFTWARE, INC.

     ________________________________        ________________________________
     Signature                               By

     ________________________________        ________________________________
     Print Name                              Title

     _______________________________         2440 West El Camino Real, Suite 300
                                             Mountain View, CA 94040

     ________________________________
     Residence Address
                                             ________________________________
                                             Date Received
<PAGE>

                                   EXHIBIT B
                                   ---------
                            ANNUNCIO SOFTWARE, INC.

                            1997 STOCK OPTION PLAN

                      INVESTMENT REPRESENTATION STATEMENT

     OPTIONEE   :

     COMPANY    :  ANNUNCIO SOFTWARE, INC.

     SECURITY   :  COMMON STOCK

     AMOUNT     :

     DATE       :

In connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following:

     1.   Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. Optionee is
acquiring these Securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "SECURITIES
ACT").

     2.   Optionee acknowledges and understands that the Securities constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's
investment intent as expressed herein. In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if Optionee's representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future. Optionee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that
the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.
<PAGE>

     3.   Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule
701 at the time of the grant of the Option to the Optionee, the exercise will be
exempt from registration under the Securities Act. In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), ninety (90)
days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144, including: (1)
the resale being made through a broker in an unsolicited "broker's transaction"
or in transactions directly with a market maker (as said term is defined under
the Exchange Act); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, (3) the amount of Securities being
sold during any three month period not exceeding the limitations specified in
Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

     In the event that the Company does not qualify under Rule 701 at the time
of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale
to occur not less than one year after the later of the date the Securities were
sold by the Company or the date the Securities were sold by an affiliate of the
Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than two years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above.

     4.   Optionee hereby agrees that if so requested by the Company or any
representative of the underwriters (the "MANAGING UNDERWRITER") in connection
with any registration of the offering of any securities of the Company under the
Securities Act, Optionee shall not sell or otherwise transfer any Shares or
other securities of the Company during the 180-day period (or such longer period
of time as may be requested in writing by the Managing Underwriter and agreed to
in writing by the Company) (the "MARKET STANDOFF PERIOD") following the
effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall only apply to the
first registration statement of the Company to become effective under the
Securities Act which include securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.

     5.   Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that
<PAGE>

     such persons and their respective brokers who participate in such
transactions do so at their own risk. Optionee understands that no assurances
can be given that any such other registration exemption will be available in
such event.


                                             Signature of Optionee:

                                             ___________________________________




                                             ___________________________________
                                             Printed Name

                                             ___________________________________
                                             Date
<PAGE>

                            ANNUNCIO SOFTWARE, INC.

                            1997 STOCK OPTION PLAN

                      RESTRICTED STOCK PURCHASE AGREEMENT

     THIS AGREEMENT is made between ____________________________________ (the
"PURCHASER") and Annuncio Software, Inc. (the "COMPANY") as of
__________________, ______.

                                   RECITALS
                                   --------

     A.   Pursuant to the exercise of the stock option granted to Purchaser
under the Company's 1997 Stock Option Plan (the "PLAN") and pursuant to the
Option Agreement (the "OPTION AGREEMENT") dated __________________, ______ by
and between the Company and Purchaser with respect to such grant, which Plan and
Option Agreement are hereby incorporated by reference, Purchaser has elected to
purchase ______________ of those shares which have not become vested under the
vesting schedule set forth in the Option Agreement (the "UNVESTED SHARES"). The
Unvested Shares and the shares subject to the Option Agreement which have become
vested are sometimes collectively referred to herein as the "SHARES". Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Agreement.

     B.   As a condition to Purchaser's election to exercise the option,
Purchaser must execute this Restricted Stock Purchase Agreement, which sets
forth the rights and obligations of the parties with respect to Shares acquired
upon exercise of the Option.

     1.   Repurchase Option.
          -----------------

             (a)  If Purchaser's status as a Service Provider is terminated for
any reason, including for cause, death, and disability, the Company shall have
the right and option to purchase from Purchaser, or Purchaser's personal
representative, as the case may be, all of the Purchaser's Unvested Shares as of
the date of such termination at the price paid by the Purchaser for such Shares
(the "REPURCHASE OPTION").

             (b)  Upon the occurrence of a termination, the Company may exercise
its Repurchase Option by delivering personally or by registered mail, to
Purchaser (or to Purchaser's transferee or legal representative, as the case may
be), within ninety (90) days of the termination, a notice in writing indicating
the Company's intention to exercise the Repurchase Option and setting forth a
date for closing not later than thirty (30) days from the mailing of such
notice. The closing shall take place at the Company's office.  At the closing,
the holder of the certificates for the Unvested Shares being transferred shall
deliver the stock certificate or certificates evidencing the Unvested Shares,
and the Company shall deliver the purchase price therefor.

             (c)  At its option, the Company may elect to make payment for the
Unvested Shares to a bank selected by the Company. The Company shall avail
itself of this option by a notice in writing
<PAGE>

to Purchaser stating the name and address of the bank, date of closing, and
waiving the closing at the Company's office.

             (d)  If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice within ninety (90) days
following the termination, the Repurchase Option shall terminate.

             (e)  The Repurchase Option shall terminate in accordance with the
Vesting Schedule in Optionee's Option Agreement.

     2.   Transferability of the Shares; Escrow.
          -------------------------------------

             (f)  Purchaser hereby authorizes and directs the Secretary of the
Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from
Purchaser to the Company.

             (g)  To insure the availability for delivery of Purchaser's
Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option
under Section 1, Purchaser hereby appoints the Secretary, or any other person
designated by the Company as escrow agent, as its attorney-in-fact to sell,
assign and transfer unto the Company, such Unvested Shares, if any, repurchased
by the Company pursuant to the Repurchase Option and shall, upon execution of
this Agreement, deliver and deposit with the secretary of the Company, or such
other person designated by the Company, the share certificates representing the
Unvested Shares, together with the stock assignment duly endorsed in blank,
attached hereto as Attachment 1. The Unvested Shares and stock assignment shall
                   ------------
be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of
the Company and Purchaser attached as Attachment 2 hereto, until the Company
                                      ------------
exercises its purchase right as provided in Section 1, until such Unvested
Shares are vested, or until such time as this Agreement no longer is in effect.
As a further condition to the Company's obligations under this Agreement, the
spouse of the Purchaser, if any, shall execute and deliver to the Company the
Consent of Spouse attached hereto as Attachment 3.
                                     ------------

Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to
the Purchaser the certificate or certificates representing such Shares in the
escrow agent's possession belonging to the Purchaser, and the escrow agent shall
be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.

             (h)  The Company, or its designee, shall not be liable for any act
it may do or omit to do with respect to holding the Shares in escrow and while
acting in good faith and in the exercise of its judgment.

             (i)  Transfer or sale of the Shares is subject to restrictions on
transfer imposed by any applicable state and federal securities laws.  Any
transferee shall hold such Shares subject to all the provisions hereof and the
Exercise Notice executed by the Purchaser with respect to any Unvested Shares
purchased by Purchaser and shall acknowledge the same by signing a copy of this
Agreement.
<PAGE>

     3.   Ownership, Voting Rights, Duties.  This Agreement shall not affect in
          --------------------------------
any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein.

     4.   Legends.  The share certificate evidencing the Shares issued hereunder
          -------
shall be endorsed with substantially the following legend (in addition to any
legend required under applicable state securities laws):

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE
          AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
          SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
          OF THE COMPANY.

     5.   Adjustment for Stock Split.  All references to the number of Shares
          --------------------------
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company after the date of this Agreement.

     6.   Notices.  Notices required hereunder shall be given in person or by
          -------
registered mail to the address of Purchaser shown on the records of the Company,
and to the Company at its principal executive offices.

     7.   Survival of Terms.  This Agreement shall apply to and bind Purchaser
          -----------------
and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.

     8.   Section 83(b) Election.  Purchaser hereby acknowledges that he or she
          ----------------------
has been informed that, with respect to the exercise of an Option for unvested
Shares, an election may be filed by the Purchaser with the Internal Revenue
                                                           ----------------
Service, within thirty (30) days of the purchase of the Shares, electing
- -------
pursuant to Section 83(b) of the Code to be taxed currently on any difference
between the purchase price of the Shares and their Fair Market Value on the date
of purchase. In the case of a Nonstatutory Stock Option, this will result in a
recognition of taxable income to the Purchaser on the date of exercise, measured
by the excess, if any, of the fair market value of the Shares, at the time the
Option is exercised over the purchase price for the Shares. Absent such an
election, taxable income will be measured and recognized by Purchaser at the
time or times on which the Company's Repurchase Option lapses. In the case of an
Incentive Stock Option, such an election will result in a recognition of income
to the Purchaser for alternative minimum tax purposes on the date of exercise,
measured by the excess, if any, of the fair market value of the Shares, at the
time the option is exercised, over the purchase price for the Shares. Absent
such an election, alternative minimum taxable income will be measured and
recognized by Purchaser at the time or times on which the Company's Repurchase
Option lapses. Purchaser is strongly encouraged to seek the advice of his or her
own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the Election under Section 83(b) of the Code. A form
of Election under Section 83(b) is attached hereto as Attachment 4 for
                                                      ------------
reference.

<PAGE>

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE
COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S
BEHALF.

     9.   Representations.  Purchaser has reviewed with his or her own tax
          ---------------
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. Purchaser understands that he or she (and not
the Company) shall be responsible for his or her own tax liability that may
arise as a result of this investment or the transactions contemplated by this
Agreement.

     10.  Governing Law.  This Agreement shall be governed by the internal
          -------------
substantive laws, but not the choice of law rules, of California.

     Purchaser represents that he has read this Agreement and is familiar with
its terms and provisions. Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.

     IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set
forth above.

PURCHASER:                              ANNUNCIO SOFTWARE, INC.

_________________________________       _________________________________
Signature                               By

_________________________________       _________________________________
Print Name                              Title

_________________________________

_________________________________
Residence Address

_________________________________
Soc. Sec. No.
<PAGE>

                                 ATTACHMENT 1
                                 ------------

                     ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED I, __________________________, hereby sell, assign and
transfer unto Annuncio Software, Inc. _______________________ (__________)
shares of the Common Stock of Annuncio Software, Inc. standing in my name on the
books of said corporation represented by Certificate No(s). _______ herewith and
do hereby irrevocably constitute and appoint _______________________________ to
transfer the said stock on the books of the within named corporation with full
power of substitution in the premises.

     This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement between Annuncio Software, Inc. and the undersigned
dated _________________, _______.


     Dated: ______________________


                                        Signature: ____________________________


     INSTRUCTIONS:  Please do not fill in any blanks other than the signature
line. The purpose of this assignment is to enable the Company to exercise its
"repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.
<PAGE>

                                 ATTACHMENT 2
                                 ------------

                           JOINT ESCROW INSTRUCTIONS


                           _________________,______


Corporate Secretary
Annuncio Software, Inc.
2440 West El Camino Real
Mountain View, CA 94040

Dear _________________:

     As Escrow Agent for both Annuncio Software, Inc. (the "COMPANY"), and the
undersigned purchaser of stock of the Company (the "PURCHASER"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Purchase Agreement (the "AGREEMENT")
between the Company and the undersigned, in accordance with the following
instructions:

     1.   In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the "COMPANY") exercises the Company's
repurchase option set forth in the Agreement, the Company shall give to
Purchaser and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

     2.   At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company's repurchase option.

     3.   Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a stockholder of the Company while the
stock is held by you.
<PAGE>

     4.   Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company's repurchase option has been exercised, you
will deliver to Purchaser a certificate or certificates representing so many
shares of stock as are not then subject to the Company's repurchase option.
Within 120 days after cessation of Purchaser's continuous employment by or
services to the Company, or any parent or subsidiary of the Company, you will
deliver to Purchaser a certificate or certificates representing the aggregate
number of shares held or issued pursuant to the Agreement and not purchased by
the Company or its assignees pursuant to exercise of the Company's repurchase
option.

     5.   If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

     6.   Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

     7.   You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties.
You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.

     8.   You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree, you shall
not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

     9.   You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

     10.  You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

     11.  You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

     12.  Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
shall appoint a successor Escrow Agent.
<PAGE>

     13.  If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

     14.  It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

     16.  Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto.

          COMPANY:                 Annuncio Software, Inc.
                                   2440 West El Camino Real, Suite 300
                                   Mountain View, CA 94040

          PURCHASER:               __________________________
                                   __________________________
                                   __________________________

          ESCROW AGENT:            Corporate Secretary
                                   Annuncio Software, Inc.
                                   2440 West El Camino Real, Suite 300
                                   Mountain View, CA 94040

     16.  By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

     17.  This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.

     18.  These Joint Escrow Instructions shall be governed by the internal
substantive laws, but not the choice of law rules, of California.
<PAGE>

                                        ANNUNCIO SOFTWARE, INC.



                                        By:  ___________________________________
                                                          (signature)


                                        Name:  _________________________________
                                                         (please print)


                                        Title: _________________________________


                                        PURCHASER:



                                        ________________________________________
                                        Signature

                                        ________________________________________
                                        Printed Name


                                        ESCROW AGENT



                                        ________________________________________
                                        Corporate Secretary
<PAGE>

                                 ATTACHMENT 3
                                 ------------

                               CONSENT OF SPOUSE


     I, ____________________, spouse of ___________________, have read and
approve the foregoing Agreement. In consideration of granting of the right to my
spouse to purchase shares of Annuncio Software, Inc., as set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the
exercise of any rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in said Agreement
or any shares issued pursuant thereto under the community property laws or
similar laws relating to marital property in effect in the state of our
residence as of the date of the signing of the foregoing Agreement.


     Dated: ______________________


                                   Signature: _________________________
<PAGE>

                                 ATTACHMENT 4
                                 ------------

                         ELECTION UNDER SECTION 83(b)
                         ----------------------------
                     OF THE INTERNAL REVENUE CODE OF 1986
                     ------------------------------------

     The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b)
of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross
income or alternative minimum taxable income, as the case may be, for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayer's receipt of the property described below:

1.   The name, address, taxpayer identification number and taxable year of the
     undersigned are as follows:

     NAME:                         TAXPAYER:             SPOUSE:

     ADDRESS:

     IDENTIFICATION NO.:           TAXPAYER:             SPOUSE:

     TAXABLE YEAR:  _______________

2.   The property with respect to which the election is made is described as
     follows: _____________ shares (the "Shares") of the Common Stock of
     Annuncio Software, Inc. (the "Company").

3.   The date on which the property was transferred is: _________________,
     ________.

4.   The property is subject to the following restrictions:

     The Shares may not be transferred and are subject to forfeiture under the
     terms of an agreement between the taxpayer and the Company. These
     restrictions lapse upon the satisfaction of certain conditions contained in
     such agreement.

5.   The fair market value at the time of transfer, determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse, of such property is:

     $______________________.

6.  The amount (if any) paid for such property is:

     $______________________.

     The undersigned has submitted a copy of this statement to the person for
whom the services were performed in connection with the undersigned's receipt of
the above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

     The undersigned understands that the foregoing election may not be revoked
     --------------------------------------------------------------------------
except with the consent of the Commissioner.
- -------------------------------------------

     Dated: ________________'________        __________________________________
                                             Taxpayer

     The undersigned spouse of taxpayer joins in this election.

     Dated: ________________'________        __________________________________
                                             Spouse

<PAGE>
                                                                  EXHIBIT 10.4

                            ANNUNCIO SOFTWARE, INC.
                                2000 STOCK PLAN



     1.   Purposes of the Plan.  The purposes of this 2000 Stock Plan are:
          --------------------

          .  to attract and retain the best available personnel for positions of
             substantial responsibility,

          .  to provide additional incentive to Employees, Directors and
             Consultants, and

          .  to promote the success of the Company's business.

          Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.  Stock Purchase Rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

          (a) "Administrator" means the Board or any of its Committees as shall
               -------------
be administering the Plan, in accordance with Section 4 of the Plan.

          (b) "Applicable Laws" means the requirements relating to the
               ---------------
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

          (c) "Board" means the Board of Directors of the Company.
               -----

          (d) "Code" means the Internal Revenue Code of 1986, as amended.
               ----

          (e) "Committee" means a committee of Directors appointed by the Board
               ---------
in accordance with Section 4 of the Plan.

          (f) "Common Stock" means the common stock of the Company.
               ------------

          (g) "Company" means Annuncio Software, Inc., Inc., a Delaware
               -------
corporation.

          (h) "Consultant" means any person, including an advisor, engaged by
               ----------
the Company or a Parent or Subsidiary to render services to such entity.

          (i) "Director" means a member of the Board.
               --------

          (j) "Disability" means total and permanent disability as defined in
               ----------
Section 22(e)(3) of the Code.
<PAGE>

          (k) "Employee" means any person, including Officers and Directors,
               --------
employed by the Company or any Parent or Subsidiary of the Company.  A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three (3) months following the 91st day of
such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
               ------------
amended.

          (m) "Fair Market Value" means, as of any date, the value of Common
               -----------------
Stock determined as follows:

              (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

              (ii)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

              (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

          (n) "Incentive Stock Option" means an Option intended to qualify as an
               ----------------------
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

          (o) "Nonstatutory Stock Option" means an Option not intended to
               -------------------------
qualify as an Incentive Stock Option.

          (p) "Notice of Grant" means a written or electronic notice evidencing
               ---------------
certain terms and conditions of an individual Option or Stock Purchase Right
grant.  The Notice of Grant is part of the Option Agreement.

          (q) "Officer" means a person who is an officer of the Company within
               -------
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (r) "Option" means a stock option granted pursuant to the Plan.
               ------

                                      -2-
<PAGE>

          (s)  "Option Agreement" means an agreement between the Company and an
                ----------------
Optionee evidencing the terms and conditions of an individual Option grant.  The
Option Agreement is subject to the terms and conditions of the Plan.

          (t)  "Optioned Stock" means the Common Stock subject to an Option or
                --------------
Stock Purchase Right.

          (u)  "Optionee" means the holder of an outstanding Option or Stock
                --------
Purchase Right granted under the Plan.

          (v)  "Parent" means a "parent corporation," whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code.

          (w)  "Plan" means this 2000 Stock Plan.
                ----

          (x)  "Restricted Stock" means shares of Common Stock acquired pursuant
                ----------------
to a grant of Stock Purchase Rights under Section 11 of the Plan.

          (y)  "Restricted Stock Purchase Agreement" means a written agreement
                -----------------------------------
between the Company and the Optionee evidencing the terms and restrictions
applying to stock purchased under a Stock Purchase Right.  The Restricted Stock
Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.

          (z)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
                ----------
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

          (aa) "Section 16(b) " means Section 16(b) of the Exchange Act.
                -------------

          (bb) "Service Provider" means an Employee, Director or Consultant.
                ----------------

          (cc) "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 13 of the Plan.

          (dd) "Stock Purchase Right" means the right to purchase Common Stock
                --------------------
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

          (ee) "Subsidiary" means a "subsidiary corporation", whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 13 of
          -------------------------
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is 8,400,000 Shares plus (a) any Shares which were reserved but
unissued under the Company's 1997 Stock Option Plan ("1997 Plan") as of the date
of stockholder approval of the original adoption of this Plan, (b) any Shares
subsequently returned to the 1997 Plan as a result of termination of options or
repurchase of Shares issued under the 1997 Plan, and (c) an annual increase to
be added on the first day of the Company's fiscal year beginning in 2001, equal
to the lesser of (i) 3,750,000 shares, (ii) 5% of the outstanding shares on such
date or (iii) a lesser amount determined by the Board. The Shares may be
authorized, but unissued, or reacquired Common Stock.

          If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full the unpurchased Shares which were subject
thereto shall become

                                      -3-
<PAGE>

available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
             --------
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

     4.   Administration of the Plan.
          --------------------------

          (a)  Procedure.
               ---------

               (i)   Multiple Administrative Bodies. Different Committees with
                     ------------------------------
respect to different groups of Service Providers may administer the Plan.

               (ii)  Section 162(m). To the extent that the Administrator
                     --------------
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3. To the extent desirable to qualify transactions
                     ----------
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv)  Other Administration. Other than as provided above, the
                     --------------------
Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.

          (b)  Powers of the Administrator.  Subject to the provisions of the
               ---------------------------
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i)   to determine the Fair Market Value;

               (ii)  to select the Service Providers to whom Options and Stock
Purchase Rights may be granted hereunder;

               (iii) to determine the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted hereunder;

               (iv)  to approve forms of agreement for use under the Plan;

               (v)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Option or Stock Purchase Right granted
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or Stock Purchase Right or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                                      -4-
<PAGE>

               (vi)   to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

               (vii)  to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;

               (viii) to modify or amend each Option or Stock Purchase Right
(subject to Section 15(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;

               (ix)   to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Optionee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable;

               (x)    to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;

               (xi)   to make all other determinations deemed necessary or
advisable for administering the Plan.

          (c)  Effect of Administrator's Decision.  The Administrator's
               ----------------------------------
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Stock Purchase Rights.

     5.   Eligibility.  Nonstatutory Stock Options and Stock Purchase Rights may
          -----------
be granted to Service Providers.  Incentive Stock Options may be granted only to
Employees.

     6.   Limitations.
          -----------

          (a) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (b) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon an Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they interfere in
any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

                                      -5-
<PAGE>

          (c) The following limitations shall apply to grants of Options:

              (i)   No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 3,000,000 Shares.

              (ii)  In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 3,000,000
Shares, which shall not count against the limit set forth in subsection (i)
above.

              (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 13.

              (iv)  If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

     7.   Term of Plan.  Subject to Section 19 of the Plan, the Plan shall
          ------------
become effective upon its adoption by the Board.  It shall continue in effect
for a term of ten (10) years unless terminated earlier under Section 15 of the
Plan.

     8.   Term of Option.  The term of each Option shall be stated in the Option
          --------------
Agreement.  In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement.  Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.

     9.   Option Exercise Price and Consideration.
          ---------------------------------------

          (a) Exercise Price.  The per share exercise price for the Shares to be
              --------------
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

              (i) In the case of an Incentive Stock Option

                  (A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                  (B) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

                                      -6-
<PAGE>

          (ii)   In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.  In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

          (iii)  Notwithstanding the foregoing, Options may be granted with a
per Share exercise price of less than 100% of the Fair Market Value per Share on
the date of grant pursuant to a merger or other corporate transaction.

     (b)  Waiting Period and Exercise Dates. At the time an Option is granted,
          ---------------------------------
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions that must be satisfied before the Option may
be exercised.

     (c)  Form of Consideration.  The Administrator shall determine the
          ---------------------
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant.  Such
consideration may consist entirely of:

          (i)    cash;

          (ii)   check;

          (iii)  promissory note;

          (iv)   other Shares, provided Shares acquired from the Company, (A)
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised;

          (v)    consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan;

          (vi)   a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

          (vii)  any combination of the foregoing methods of payment; or

          (viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

     10.  Exercise of Option.
          ------------------

          (a)    Procedure for Exercise; Rights as a Shareholder.  Any Option
                 -----------------------------------------------
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.  Unless the

                                      -7-
<PAGE>

Administrator provides otherwise, vesting of Options granted hereunder shall be
tolled during any unpaid leave of absence. An Option may not be exercised for a
fraction of a Share.

          An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.  Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.

          Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

     (b)  Termination of Relationship as a Service Provider.  If an Optionee
          -------------------------------------------------
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).  In the absence
of a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

     (c)  Disability of Optionee.  If an Optionee ceases to be a Service
          ----------------------
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination.  If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (d)  Death of Optionee.  If an Optionee dies while a Service Provider,
          -----------------
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the

                                      -8-
<PAGE>

Optionee's estate or by a person who acquires the right to exercise the Option
by bequest or inheritance, but only to the extent that the Option is vested on
the date of death. In the absence of a specified time in the Option Agreement,
the Option shall remain exercisable for twelve (12) months following the
Optionee's termination. If, at the time of death, the Optionee is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the
Option shall immediately revert to the Plan. The Option may be exercised by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

          (e) Buyout Provisions.  The Administrator may at any time offer to buy
              -----------------
out for a payment in cash or Shares an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     11.  Stock Purchase Rights.
          ---------------------

          (a) Rights to Purchase.  Stock Purchase Rights may be issued either
              ------------------
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan.  After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer.  The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.

          (b) Repurchase Option.  Unless the Administrator determines otherwise,
              -----------------
the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or
Disability).  The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company.  The repurchase option shall lapse at a rate determined by the
Administrator.

          (c) Other Provisions.  The Restricted Stock Purchase Agreement shall
              ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

          (d) Rights as a Shareholder.  Once the Stock Purchase Right is
              -----------------------
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

     12.  Non-Transferability of Options and Stock Purchase Rights.  Unless
          --------------------------------------------------------
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the

                                      -9-
<PAGE>

Optionee. If the Administrator makes an Option or Stock Purchase Right
transferable, such Option or Stock Purchase Right shall contain such additional
terms and conditions as the Administrator deems appropriate.

     13.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or
          ------------------------------------------------------------------
Asset Sale.
- ----------

          (a) Changes in Capitalization.  Subject to any required action by the
              -------------------------
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, the number of shares that may be added annually to the shares
reserved under the Plan (pursuant to Section 3(a)(i)), as well as the price per
share of Common Stock covered by each such outstanding Option or Stock Purchase
Right, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration."  Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option or Stock Purchase Right.

          (b) Dissolution or Liquidation.  In the event of the proposed
              --------------------------
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not been
previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

          (c) Merger or Asset Sale.  In the event of a merger of the Company
              --------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option and Stock Purchase Right shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation.  In the
event that the successor corporation refuses to assume or substitute for the
Option or Stock Purchase Right, the Optionee shall fully vest in and have the
right to exercise the Option or Stock Purchase Right as to all of the Optioned
Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option or Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully

                                      -10-
<PAGE>

vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option or
Stock Purchase Right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

     14.  Date of Grant.  The date of grant of an Option or Stock Purchase Right
          -------------
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator.  Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such
grant.

     15.  Amendment and Termination of the Plan.
          -------------------------------------

          (a) Amendment and Termination.  The Board may at any time amend,
              -------------------------
alter, suspend or terminate the Plan.

          (b) Shareholder Approval.  The Company shall obtain shareholder
              --------------------
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

          (c) Effect of Amendment or Termination.  No amendment, alteration,
              ----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     16.  Conditions Upon Issuance of Shares.
          ----------------------------------

          (a) Legal Compliance.  Shares shall not be issued pursuant to the
              ----------------
exercise of an Option or Stock Purchase Right unless the exercise of such Option
or Stock Purchase Right and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          (b) Investment Representations.  As a condition to the exercise of an
              --------------------------
Option or Stock Purchase Right, the Company may require the person exercising
such Option or Stock Purchase Right to represent and warrant at the time of any
such exercise that the Shares are being

                                      -11-
<PAGE>

purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

     17.  Inability to Obtain Authority.  The inability of the Company to obtain
          -----------------------------
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     18.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     19.  Shareholder Approval.  The Plan shall be subject to approval by the
          --------------------
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.

                                      -12-
<PAGE>

                            ANNUNCIO SOFTWARE, INC.

                                2000 STOCK PLAN

                            STOCK OPTION AGREEMENT


     Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT
     ----------------------------

     [Optionee's Name and Address]

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

     Grant Number                       _____________________________

     Date of Grant                      _____________________________

     Vesting Commencement Date          _____________________________

     Exercise Price per Share           $____________________________

     Total Number of Shares Granted     _____________________________

     Total Exercise Price               $____________________________

     Type of Option:                    ___ Incentive Stock Option

                                        ___ Nonstatutory Stock Option

     Term/Expiration Date:              _____________________________



     Vesting Schedule:
     ----------------

     Subject to accelerated vesting as set forth below, this Option may be
exercised, in whole or in part, in accordance with the following schedule:

     [25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest each month thereafter, subject to the Optionee continuing to be a Service
Provider on such dates].
<PAGE>

     Termination Period:
     ------------------

     This Option may be exercised for three (3) months after Optionee ceases to
be a Service Provider.  Upon the death or Disability of Optionee, this Option
may be exercised for twelve (12) months after Optionee ceases to be a Service
Provider.  In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.  AGREEMENT
     ---------

     A.   Grant of Option.
          ------------------

          The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference.  Subject to Section 15(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

          If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code.  However, if this Option is intended to be an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

     B.   Exercise of Option.
          -------------------

          (a)  Right to Exercise.  This Option is exercisable during its term in
               -----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

          (b)  Method of Exercise.  This Option is exercisable by delivery of an
               ------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
                                         ---------
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan.  The Exercise Notice shall be completed
by the Optionee and delivered to the Company.  The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares.  This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

               No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws.  Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

                                      -2-
<PAGE>

     C.   Method of Payment.
          ------------------

          Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

          1.   cash; or

          2.   check; or

          3.   consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or

          4.   surrender of other Shares, which in the case of Shares acquired
from the Company, (i) have been owned by the Optionee for more than six (6)
months on the date of surrender, and (ii) have a Fair Market Value on the date
of surrender equal to the aggregate Exercise Price of the Exercised Shares; or

          5.   to the extent permitted by the Administrator, delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale proceeds required to pay
the Exercise Price.

     D.   Non-Transferability of Option.
          ------------------------------

          This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

     E.   Term of Option.
          ---------------

          This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.

     F.   Tax Obligations.
          ------------------

          1.   Withholding Taxes.  Optionee agrees to make appropriate
               -----------------
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all Federal, state, and local income
and employment tax withholding requirements applicable to the Option exercise.
Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

          2.   Notice of Disqualifying Disposition of ISO Shares.  If the Option
               -------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in


                                      -3-
<PAGE>

writing of such disposition. Optionee agrees that Optionee may be subject to
income tax withholding by the Company on the compensation income recognized by
the Optionee.

     G.   Entire Agreement; Governing Law.
          --------------------------------

          The Plan is incorporated herein by reference.  The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee.  This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.

     H.   NO GUARANTEE OF CONTINUED SERVICE.
          ----------------------------------

          OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

     By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement.  Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement.  Optionee further agrees to notify the Company upon any
change in the residence address indicated below.



OPTIONEE:                           ANNUNCIO SOFTWARE, INC.



__________________________          ______________________________
Signature                           By


__________________________          ______________________________
Print Name                          Title


__________________________
Residence Address
__________________________

                                      -4-
<PAGE>

                                   EXHIBIT A
                                   ---------

                            ANNUNCIO SOFTWARE, INC.

                                2000 STOCK PLAN

                                EXERCISE NOTICE

Annuncio Software, Inc., Inc.
2440 W El Camino, Suite 300
Mountain View, CA 94040

Attention:  [Title]


     1.   Exercise of Option.  Effective as of today, ________________, _____,
          ------------------
the undersigned ("Purchaser") hereby elects to purchase ______________ shares
(the "Shares") of the Common Stock of Annuncio Software, Inc. (the "Company")
under and pursuant to the 2000 Stock Plan (the "Plan") and the Stock Option
Agreement dated, _____ (the "Option Agreement").  The purchase price for the
Shares shall be $_____, as required by the Option Agreement.

     2.   Delivery of Payment.  Purchaser herewith delivers to the Company the
          -------------------
full purchase price for the Shares.

     3.   Representations of Purchaser.  Purchaser acknowledges that Purchaser
          ----------------------------
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

     4.   Rights as Shareholder.  Until the issuance (as evidenced by the
          ---------------------
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.  The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 13 of the
Plan.

     5.   Tax Consultation.  Purchaser understands that Purchaser may suffer
          ----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares.  Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
<PAGE>

     6.   Entire Agreement; Governing Law.  The Plan and Option Agreement are
          -------------------------------
incorporated herein by reference.  This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser.  This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.

Submitted by:                       Accepted by:

PURCHASER:                          ANNUNCIO SOFTWARE, INC.


________________________            _______________________________
Signature                           By


________________________            _______________________________
Print Name                          Its

Address:                            Address:
- -------                             -------

_________________________           2440 W El Camino, Suite 300
                                    Mountain View, CA 94040
_________________________



                                    ________________________________
                                    Date Received

                                      -2-

<PAGE>

                                                                    Exhibit 10.5

                            ANNUNCIO SOFTWARE, INC.

                       2000 EMPLOYEE STOCK PURCHASE PLAN



     The following constitute the provisions of the 2000 Employee Stock Purchase
Plan of Annuncio Software, Inc..

     1.   Purpose.  The purpose of the Plan is to provide employees of the
          -------
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

     2.   Definitions.
          -----------

          (a)  "Board" shall mean the Board of Directors of the Company or any
                -----
committee thereof designated by the Board of Directors of the Company in
accordance with Section 14 of the Plan.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
                ----

          (c)  "Common Stock" shall mean the common stock of the Company.
                ------------

          (d)  "Company" shall mean Annuncio Software, Inc. and any Designated
                -------
Subsidiary of the Company.

          (e)  "Compensation" shall mean all base straight time gross earnings
                ------------
and commissions, but exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.

          (f)  "Designated Subsidiary" shall mean any Subsidiary that has been
                ---------------------
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

          (g)  "Employee" shall mean any individual who is an Employee of the
                --------
Company for tax purposes whose customary employment with the Company is at least
twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

          (h)  "Enrollment Date" shall mean the first Trading Day of each
                ---------------
Offering Period.

          (i)  "Exercise Date" shall mean the first Trading Day on or after
                -------------
April 30 and May 1 of each year.

<PAGE>

       (j)     "Fair Market Value" shall mean, as of any date, the value of
                -----------------
Common Stock determined as follows:

               (i)     If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the date of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

               (ii)    If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

               (iii)   In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board; or

               (iv)    For purposes of the Enrollment Date of the first Offering
Period under the Plan, the Fair Market Value shall be the initial price to the
public as set forth in the final prospectus included within the registration
statement in Form S-1 filed with the Securities and Exchange Commission for the
initial public offering of the Company's Common Stock (the "Registration
Statement").

       (k)     "Offering Periods" shall mean the periods of approximately
                ----------------
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after [May 1] and
[November 1] of each year and terminating on the first Trading Day on or after
the [May 1] and [November 1] Offering Period commencement date approximately
twenty-four months later; provided, however, that the first Offering Period
under the Plan shall commence with the first Trading Day on or after the date on
which the Securities and Exchange Commission declares the Company's Registration
Statement effective and ending on the first Trading Day on or after [April 30,
2002]. The duration and timing of Offering Periods may be changed pursuant to
Section 4 of this Plan.

       (l)     "Plan" shall mean this 2000 Employee Stock Purchase Plan.
                ----

       (m)     "Purchase Period" shall mean the approximately six month period
                ---------------
commencing  on one Exercise Date and ending with the next Exercise Date, except
that the first Purchase Period of any Offering Period shall commence on the
Enrollment Date and end with the next Exercise Date.

       (n)     "Purchase Price" shall mean 85% of the Fair Market Value of a
                --------------
share of Common Stock on the Enrollment Date or on the Exercise Date, whichever
is lower; provided however, that the Purchase Price may be adjusted by the Board
pursuant to Section 20.

       (o)     "Reserves" shall mean the number of shares of Common Stock
                --------
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

                                      -2-
<PAGE>

       (p)     "Subsidiary" shall mean a corporation, domestic or foreign, of
                ----------
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

       (q)     "Trading Day" shall mean a day on which national stock exchanges
                -----------
and the Nasdaq System are open for trading.

  3.   Eligibility.
       -----------

       (a)     Any Employee who shall be employed by the Company on a given
Enrollment Date shall be eligible to participate in the Plan.

       (b)     Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.

  4.   Offering Periods.  The Plan shall be implemented by consecutive,
       ----------------
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the first Trading Day on or after
[October 31, 2000].  The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

  5.   Participation.
       -------------

       (a)     An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office prior
   ---------
to the applicable Enrollment Date.

       (b)     Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

                                      -3-
<PAGE>

  6.   Payroll Deductions.
       ------------------

       (a)     At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding 15% of the Compensation
which he or she receives on each pay day during the Offering Period; provided,
however, that should a pay day occur on an Exercise Date, a participant shall
have the payroll deductions made on such day applied to his or her account under
the new Offering Period or Purchase Period, as the case may be.

       (b)     All payroll deductions made for a participant shall be credited
to his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account.

       (c)     A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing or filing
with the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the nature and/or number
of participation rate changes during any Offering Period. The change in rate
shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly. A participant's subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10 hereof.

       (d)     Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during a
Purchase Period. Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.

       (e)     At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

  7.   Grant of Option.  On the Enrollment Date of each Offering Period, each
       ---------------
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 2,000
shares of the Company's Common Stock (subject to any adjustment pursuant to
Section 19), and provided further that such purchase shall be

                                      -4-
<PAGE>

subject to the limitations set forth in Sections 3(b) and 12 hereof. The Board
may, for future Offering Periods, increase or decrease, in its absolute
discretion, the maximum number of shares of the Company's Common Stock an
Employee may purchase during each Purchase Period of such Offering Period.
Exercise of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof. The option shall expire
on the last day of the Offering Period.

  8.   Exercise of Option.
       ------------------

       (a)     Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

       (b)     If the Board determines that, on a given Exercise Date, the
number of shares with respect to which options are to be exercised may exceed
(i) the number of shares of Common Stock that were available for sale under the
Plan on the Enrollment Date of the applicable Offering Period, or (ii) the
number of shares available for sale under the Plan on such Exercise Date, the
Board may in its sole discretion (x) provide that the Company shall make a pro
rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Enrollment Date.

  9.   Delivery.  As promptly as practicable after each Exercise Date on which a
       --------
purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

  10.  Withdrawal.
       ----------

       (a)     A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any

                                      -5-
<PAGE>

time by giving written notice to the Company in the form of Exhibit B to this
                                                            ---------
Plan. All of the participant's payroll deductions credited to his or her account
shall be paid to such participant promptly after receipt of notice of withdrawal
and such participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares shall
be made for such Offering Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.

       (b)     A participant's withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

  11.  Termination of Employment.
       -------------------------

       Upon a participant's ceasing to be an Employee, for any reason, he or
she shall be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option shall be returned to such participant or, in
the case of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated.  The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment in lieu of notice.

  12.  Interest.  No interest shall accrue on the payroll deductions of a
       --------
participant in the Plan.

  13.  Stock.
       -----

       (a)     Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 1,125,000 shares plus an annual increase to be added on the first day
of the Company's fiscal year beginning in 2001, equal to the lesser of (i)
1,500,000 shares, (ii) 2% of the outstanding shares on such date or (iii) a
lesser amount determined by the Board.

       (b)     The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.

       (c)     Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

  14.  Administration.  The Plan shall be administered by the Board or a
       --------------
committee of members of the Board appointed by the Board.  The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan.  Every finding, decision
and

                                      -6-
<PAGE>

determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

  15.  Designation of Beneficiary.
       --------------------------

       (a)     A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to delivery to such participant of
such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to exercise of the
option. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.

       (b)     Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

  16.  Transferability.  Neither payroll deductions credited to a participant's
       ---------------
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 15 hereof) by the participant.  Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.

  17.  Use of Funds.  All payroll deductions received or held by the Company
       ------------
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

  18.  Reports.  Individual accounts shall be maintained for each participant in
       -------
the Plan.  Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

  19.  Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
       ---------------------------------------------------------------------
Merger or Asset Sale.
- --------------------

       (a)     Changes in Capitalization.  Subject to any required action by the
               -------------------------
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), the
number of shares that may be added annually to the shares reserved under the
Plan (pursuant to Section 13(a)(i)), as well as the price per share and the
number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised shall be proportionately adjusted for any increase or
decrease in the number of issued

                                      -7-
<PAGE>

shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

       (b)     Dissolution or Liquidation. In the event of the proposed
               --------------------------
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

       (c)     Merger or Asset Sale.  In the event of a proposed sale of all or
               --------------------
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation.  In the event that the successor
corporation refuses to assume or substitute for the option, any Purchase Periods
then in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date") and any Offering Periods then in progress shall end on the New
Exercise Date.  The New Exercise Date shall be before the date of the Company's
proposed sale or merger.  The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

  20.  Amendment or Termination.
       ------------------------

       (a)     The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan.  Except as provided in Section 19 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders.  Except as
provided in Section 19 and this Section 20 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.  To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable law, regulation or
stock exchange rule), the Company shall obtain shareholder approval in such a
manner and to such a degree as required.

                                      -8-
<PAGE>

       (b)     Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

       (c)     In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

               (i)    altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;

               (ii)   shortening any Offering Period so that Offering Period
ends on a new Exercise Date, including an Offering Period underway at the time
of the Board action; and

               (iii)  allocating shares.

Such modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.

  21.  Notices.  All notices or other communications by a participant to the
       -------
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

  22.  Conditions Upon Issuance of Shares.  Shares shall not be issued with
       ----------------------------------
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

       As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

                                      -9-
<PAGE>

  23.  Term of Plan.  The Plan shall become effective upon the earlier to occur
       ------------
of its adoption by the Board of Directors or its approval by the shareholders of
the Company.  It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 20 hereof.

  24.  Automatic Transfer to Low Price Offering Period.  To the extent permitted
       -----------------------------------------------
by any applicable laws, regulations, or stock exchange rules if the Fair Market
Value of the Common Stock on any Exercise Date in an Offering Period is lower
than the Fair Market Value of the Common Stock on the Enrollment Date of such
Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period.

                                      -10-
<PAGE>

                                   EXHIBIT A
                                   ---------


                            ANNUNCIO SOFTWARE, INC.

                       2000 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT


_____ Original Application                           Enrollment Date:___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1.   ____________________ hereby elects to participate in the Annuncio Software,
     Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and
     subscribes to purchase shares of the Company's Common Stock in accordance
     with this Subscription Agreement and the Employee Stock Purchase Plan.

2.   I hereby authorize payroll deductions from each paycheck in the amount of
     ____% of my Compensation on each payday (from 0 to 15 %) during the
     Offering Period in accordance with the Employee Stock Purchase Plan.
     (Please note that no fractional percentages are permitted.)

3.   I understand that said payroll deductions shall be accumulated for the
     purchase of shares of Common Stock at the applicable Purchase Price
     determined in accordance with the Employee Stock Purchase Plan.  I
     understand that if I do not withdraw from an Offering Period, any
     accumulated payroll deductions will be used to automatically exercise my
     option.

4.   I have received a copy of the complete Employee Stock Purchase Plan.  I
     understand that my participation in the Employee Stock Purchase Plan is in
     all respects subject to the terms of the Plan.  I understand that my
     ability to exercise the option under this Subscription Agreement is subject
     to shareholder approval of the Employee Stock Purchase Plan.

5.   Shares purchased for me under the Employee Stock Purchase Plan should be
     issued in the name(s) of (Employee or Employee and Spouse only).

6.   I understand that if I dispose of any shares received by me pursuant to the
     Plan within 2 years after the Enrollment Date (the first day of the
     Offering Period during which I purchased such shares) or one year after the
     Exercise Date, I will be treated for federal income tax purposes as having
     received ordinary income at the time of such disposition in an amount equal
     to the excess of the fair market value of the shares at the time such
     shares were purchased by me over the price which I paid for the shares.  I
                                                                              -
     hereby agree to notify the Company in writing within 30 days after the date
     ---------------------------------------------------------------------------
     of any disposition of my shares and I will make adequate provision for
     ----------------------------------------------------------------------
     Federal, state or other tax withholding obligations, if any, which arise
     ------------------------------------------------------------------------
     upon the
     --------

<PAGE>

     disposition of the Common Stock. The Company may, but will not be obligated
     -------------------------------
     to, withhold from my compensation the amount necessary to meet any
     applicable withholding obligation including any withholding necessary to
     make available to the Company any tax deductions or benefits attributable
     to sale or early disposition of Common Stock by me. If I dispose of such
     shares at any time after the expiration of the 2-year and 1-year holding
     periods, I understand that I will be treated for federal income tax
     purposes as having received income only at the time of such disposition,
     and that such income will be taxed as ordinary income only to the extent of
     an amount equal to the lesser of (1) the excess of the fair market value of
     the shares at the time of such disposition over the purchase price which I
     paid for the shares, or (2) 15% of the fair market value of the shares on
     the first day of the Offering Period. The remainder of the gain, if any,
     recognized on such disposition will be taxed as capital gain.

7.   I hereby agree to be bound by the terms of the Employee Stock Purchase
     Plan.  The effectiveness of this Subscription Agreement is dependent upon
     my eligibility to participate in the Employee Stock Purchase Plan.

8.   In the event of my death, I hereby designate the following as my
     beneficiary(ies) to receive all payments and shares due me under the
     Employee Stock Purchase Plan:

     NAME:  (Please print)_____________________________________________________

                                (First)         (Middle)       (Last)

     _________________________           _______________________________________
     Relationship
                                         _______________________________________
                                          (Address)


                                     -12-
<PAGE>

     Employee's Social
     Security Number:         ____________________________________

     Employee's Address:      ____________________________________

                              ____________________________________

                              ____________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:_________________________     ____________________________________________

                                    Signature of Employee


                                    ____________________________________________
                                    Spouse's Signature (If beneficiary other
                                    than spouse)


                                     -13-
<PAGE>

                                   EXHIBIT B
                                   ---------

                            ANNUNCIO SOFTWARE, INC.

                       2000 EMPLOYEE STOCK PURCHASE PLAN

                             NOTICE OF WITHDRAWAL

     The undersigned participant in the Offering Period of the Annuncio
Software, Inc. Employee Stock Purchase Plan which began on ____________, ______
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period.  He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period.  The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated.  The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

                                    Name and Address of Participant:
                                    ________________________________

                                    ________________________________

                                    ________________________________
                                    Signature:

                                    ________________________________

                                    Date:____________________________


<PAGE>
                                                                  EXHIBIT 10.6
                            ANNUNCIO SOFTWARE, INC.

                           2000 DIRECTOR OPTION PLAN

     1.   Purposes of the Plan.  The purposes of this 2000 Director Option Plan
          --------------------
are to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

          All Options granted hereunder shall be nonstatutory stock options.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

          (a)  "Board" means the Board of Directors of the Company.
                -----

          (b)  "Code" means the Internal Revenue Code of 1986, as amended.
                ----

          (c)  "Common Stock" means the common stock of the Company.
                ------------

          (d)  "Company" means Annuncio Software, Inc., a Delaware corporation.
                -------

          (e)  "Director" means a member of the Board.
                --------

          (f)  "Disability" means total and permanent disability as defined in
                ----------
section 22(e)(3) of the Code.

          (g)  "Employee" means any person, including officers and Directors,
                --------
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

          (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

          (i)  "Fair Market Value" means, as of any date, the value of Common
                -----------------
Stock determined as follows:

               (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall
<PAGE>

be the mean between the high bid and low asked prices for the Common Stock for
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable; or

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

          (j)  "Inside Director" means a Director who is an Employee.
                ---------------

          (k)  "Option" means a stock option granted pursuant to the Plan.
                ------

          (l)  "Optioned Stock" means the Common Stock subject to an Option.
                --------------

          (m)  "Optionee" means a Director who holds an Option.
                --------

          (n)  "Outside Director" means a Director who is not an Employee.
                ----------------

          (o)  "Parent" means a "parent corporation," whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code.

          (p)  "Plan" means this 2000 Director Option Plan.
                ----

          (q)  "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 10 of the Plan.

          (r)  "Subsidiary" means a "subsidiary corporation," whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 10 of
          -------------------------
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 750,000 Shares (the "Pool"). The Shares may be authorized, but
unissued, or reacquired Common Stock.

          If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).  Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

     4.   Administration and Grants of Options under the Plan.
          ---------------------------------------------------

          (a)  Procedure for Grants.  All grants of Options to Outside Directors
               --------------------
under this Plan shall be automatic and nondiscretionary and shall be made
strictly in accordance with the following provisions:

               (i)  No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options.

                                      -2-
<PAGE>

               (ii)  Each Outside Director who joins the Board after the initial
public offering of the Company (the "Initial Public Offering") shall be
automatically granted an Option to purchase 37,500 Shares (the "First Option")
on the date on which such person first becomes an Outside Director, whether
through election by the shareholders of the Company or appointment by the Board
to fill a vacancy; provided, however, that an Inside Director who ceases to be
an Inside Director but who remains a Director shall not receive a First Option;
provided, further, that each Outside Director who holds such position on the
closing of the Initial Public Offering shall also receive a First Option upon
the closing of the Initial Public Offering.

               (iii) Each Outside Director shall be automatically granted an
Option to purchase 15,000 Shares (a "Subsequent Option") on the date of the
Company's annual stockholder's meeting of each year, provided he or she is then
an Outside Director and if as of such date, he or she shall have served on the
Board for at least the preceding six (6) months.

               (iv)  Notwithstanding the provisions of subsections (ii) and
(iii) hereof, any exercise of an Option granted before the Company has obtained
shareholder approval of the Plan in accordance with Section 16 hereof shall be
conditioned upon obtaining such shareholder approval of the Plan in accordance
with Section 16 hereof.

               (v)   The terms of a First Option granted hereunder shall be as
follows:

                     (A) the term of the First Option shall be ten (10) years.

                     (B) the First Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof.

                     (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the First Option.

                     (D) subject to Section 10 hereof, the First Option shall
become exercisable as to 25% of the Shares subject to the First Option on
each anniversary of its date of grant, provided that the Optionee continues to
serve as a Director on such dates.

               (vi)  The terms of a Subsequent Option granted hereunder shall be
as follows:

                     (A) the term of the Subsequent Option shall be ten (10)
years.

                     (B) the Subsequent Option shall be exercisable only while
the Outside Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof.

                     (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the Subsequent Option.

                     (D) subject to Section 10 hereof, the Subsequent Option
shall become exercisable as to 10% of the Shares subject to the Subsequent
Option on the first

                                      -3-
<PAGE>

anniversary of its date of grant, provided that the Optionee continues to serve
as a Director on such date.

               (vii) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants shall be made until such time,
if any, as additional Shares become available for grant under the Plan through
action of the Board or the shareholders to increase the number of Shares which
may be issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.

     5.  Eligibility.  Options may be granted only to Outside Directors. All
         -----------
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

          The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate the Director's relationship with the Company at any time.

     6.   Term of Plan.  The Plan shall become effective upon the earlier to
          ------------
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in Section 16 of the Plan.  It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

     7.   Form of Consideration.  The consideration to be paid for the Shares
          ---------------------
to be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other Shares, provided Shares acquired
directly from the Company, (x) have been owned by the Optionee for more than six
(6) months on the date of surrender, and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (iv) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (v) any combination of the foregoing methods of payment.

     8.   Exercise of Option.
          ------------------

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
               -----------------------------------------------
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof; provided, however, that no Options shall be exercisable until
shareholder approval of the Plan in accordance with Section 16 hereof has been
obtained.  An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is

                                      -4-
<PAGE>

exercised has been received by the Company. Full payment may consist of any
consideration and method of payment allowable under Section 7 of the Plan. Until
the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the number
of Shares so acquired shall be issued to the Optionee as soon as practicable
after exercise of the Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 10 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b)  Termination of Continuous Status as a Director.  Subject to
               ----------------------------------------------
Section 10 hereof, in the event an Optionee's status as a Director terminates
(other than upon the Optionee's death or Disability), the Optionee may exercise
his or her Option, but only within three (3) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its ten (10) year term).  To the extent that the Optionee was not entitled to
exercise an Option on the date of such termination, and to the extent that the
Optionee does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

          (c)  Disability of Optionee.  In the event Optionee's status as a
               ----------------------
Director terminates as a result of Disability, the Optionee may exercise his or
her Option, but only within six (6) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its ten (10) year term).  To the extent that the Optionee was not entitled to
exercise an Option on the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

          (d)  Death of Optionee.  In the event of an Optionee's death, the
               -----------------
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it on the date of death (but in no event later than the
expiration of its ten (10) year term).  To the extent that the Optionee was not
entitled to exercise an Option on the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

     9.   Non-Transferability of Options.  The Option may not be sold, pledged,
          ------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

                                      -5-
<PAGE>

     10.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or
          ------------------------------------------------------------------
Asset Sale.
- ----------

          (a)  Changes in Capitalization.  Subject to any required action by the
               -------------------------
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number of
Shares issuable pursuant to the automatic grant provisions of Section 4 hereof
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.

          (b)  Dissolution or Liquidation.  In the event of the proposed
               --------------------------
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.

          (c)  Merger or Asset Sale.  In the event of a merger of the Company
               --------------------
with or into another corporation or the sale of substantially all of the assets
of the Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation").  If an Option is assumed or substituted for, the
Option or equivalent option shall continue to be exercisable as provided in
Section 4 hereof for so long as the Optionee serves as a Director or a director
of the Successor Corporation.  Following such assumption or substitution, if the
Optionee's status as a Director or director of the Successor Corporation, as
applicable, is terminated other than upon a voluntary resignation by the
Optionee, the Option or option shall become fully exercisable, including as to
Shares for which it would not otherwise be exercisable.  Thereafter, the Option
or option shall remain exercisable in accordance with Sections 8(b) through (d)
above.

          If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable.  In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.

          For the purposes of this Section 10(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of

                                      -6-
<PAGE>

assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

     11.  Amendment and Termination of the Plan.
          -------------------------------------

          (a)  Amendment and Termination.  The Board may at any time amend,
               -------------------------
alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent.  In
addition, to the extent necessary and desirable to comply with any applicable
law, regulation or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required.

          (b)  Effect of Amendment or Termination.  Any such amendment or
               ----------------------------------
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.

     12.  Time of Granting Options.  The date of grant of an Option shall, for
          ------------------------
all purposes, be the date determined in accordance with Section 4 hereof.

     13.  Conditions Upon Issuance of Shares.  Shares shall not be issued
          ----------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

          As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

          Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of

                                      -7-
<PAGE>

the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     14.  Reservation of Shares.  The Company, during the term of this
          ---------------------
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

     15.  Option Agreement.  Options shall be evidenced by written option
          ----------------
agreements in such form as the Board shall approve.

     16.  Shareholder Approval.  The Plan shall be subject to approval by
          --------------------
the shareholders of the Company within twelve (12) months after the date the
Plan is adopted.  Such shareholder approval shall be obtained in the degree and
manner required under applicable state and federal law and any stock exchange
rules.



                                      -8-
<PAGE>

                                                                    FIRST OPTION

                            ANNUNCIO SOFTWARE, INC.

                           DIRECTOR OPTION AGREEMENT

     Annuncio Software, Inc., (the "Company"), has granted to _________________
(the "Optionee"), an option to purchase a total of [_______] shares of the
Company's Common Stock (the "Optioned Stock"), at the price determined as
provided herein, and in all respects subject to the terms, definitions and
provisions of the Company's 2000 Director Option Plan (the "Plan") adopted by
the Company which is incorporated herein by reference. The terms defined in the
Plan shall have the same defined meanings herein.

     1.   Nature of the Option. This Option is a nonstatutory option and is not
intended to qualify for any special tax benefits to the Optionee.

     2.   Exercise Price.  The exercise price is $_______ for each share of
          --------------
Common Stock.

     3.   Exercise of Option.  This Option shall be exercisable during its
          ------------------
term in accordance with the provisions of Section 8 of the Plan as follows:

          (i)  Right to Exercise.
               -----------------

               (a)  This Option shall become exercisable in installments
cumulatively with respect to [____] of the Optioned Stock on each anniversary of
its date of grant, so that one hundred percent (100%) of the Optioned Stock
shall be exercisable [_______] years after the date of grant; provided, however,
that in no event shall any Option be exercisable prior to the date the
stockholders of the Company approve the Plan.

               (b)  This Option may not be exercised for a fraction of a share.

               (c)  In the event of Optionee's death, disability or other
termination of service as a Director, the exercisability of the Option is
governed by Section 8 of the Plan.

          (ii) Method of Exercise. This Option shall be exercisable by written
               ------------------
notice which shall state the election to exercise the Option and the number of
Shares in respect of which the Option is being exercised. Such written notice,
in the form attached hereto as Exhibit A, shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price.

     4.   Method of Payment. Payment of the exercise price shall be by any of
          -----------------
the following, or a combination thereof, at the election of the Optionee:

          (i)   cash;

          (ii)  check; or
<PAGE>

          (iii) surrender of other Shares, provided Shares acquired from
the Company, (x) have been owned by the Optionee for more than six (6) months on
the date of surrender, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised; or

          (iv)  delivery of a properly executed exercise notice together with
such other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price.

     5.   Restrictions on Exercise. This Option may not be exercised if the
          ------------------------
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

     6.   Non-Transferability of Option. This Option may not be transferred in
          -----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

     7.   Term of Option.  This Option may not be exercised more than ten (10)
          --------------
years from the date of grant of this Option, and may be exercised during such
period only in accordance with the Plan and the terms of this Option.

     8.   Taxation Upon Exercise of Option. Optionee understands that, upon
          --------------------------------
exercise of this Option, he or she will recognize income for tax purposes in an
amount equal to the excess of the then Fair Market Value of the Shares purchased
over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain
limited circumstances the measurement and timing of such income (and the
commencement of any capital gain holding period) may be deferred, and the
Optionee is advised to contact a tax advisor concerning the application of
Section 83 in general and the availability a Section 83(b) election in
particular in connection with the exercise of the Option. Upon a resale of such
Shares by the Optionee, any difference between the sale price and the Fair
Market Value of the Shares on the

                                      -2-
<PAGE>

date of exercise of the Option, to the extent not included in income as
described above, will be treated as capital gain or loss.

          DATE OF GRANT:  ______________

                                                        ANNUNCIO SOFTWARE, INC.,
                                                        A Delaware corporation


                                                        By:_____________________

          Optionee acknowledges receipt of a copy of the Plan, a copy of which
is attached hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Plan.

          Dated: _________________

                                                        -----------------------
                                                        Optionee

                                      -3-
<PAGE>

                                   EXHIBIT A
                                   ---------

                        DIRECTOR OPTION EXERCISE NOTICE

Annuncio Software, Inc.
2440 W El Camino Real
Ste 300
Mountain View, CA  94040


     Attention:  Corporate Secretary

     1.   Exercise of Option.  The undersigned ("Optionee") hereby elects to
          ---------------------------
exercise Optionee's option to purchase ______ shares of the Common Stock (the
"Shares") of Annuncio Software, Inc. (the "Company") under and pursuant to the
Company's 2000 Director Option Plan and the Director Option Agreement dated
_______________ (the "Agreement").

     2.   Representations of Optionee. Optionee acknowledges that Optionee has
          ---------------------------
received, read and understood the Agreement.

     3.   Federal Restrictions on Transfer. Optionee understands that the Shares
          --------------------------------
must be held indefinitely unless they are registered under the Securities Act of
1933, as amended (the "1933 Act"), or unless an exemption from such registration
is available, and that the certificate(s) representing the Shares may bear a
legend to that effect. Optionee understands that the Company is under no
obligation to register the Shares and that an exemption may not be available or
may not permit Optionee to transfer Shares in the amounts or at the times
proposed by Optionee.

     4.   Tax Consequences. Optionee understands that Optionee may suffer
          ----------------
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultant(s) Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     5.   Delivery of Payment.  Optionee herewith delivers to the Company the
          -------------------
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.

     6.   Entire Agreement.  The Agreement is incorporated herein by reference.
          ----------------
This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the
<PAGE>

subject matter hereof. This Exercise Notice and the Agreement are governed by
California law except for that body of law pertaining to conflict of laws.

     Submitted by:                                      Accepted by:

     OPTIONEE:                                          ANNUNCIO SOFTWARE, INC.


     By:______________________________          By:___________________________

                                                Its:__________________________

     Address:



     Dated:___________________________          Dated:___________________


                                      -2-
<PAGE>

                                                               SUBSEQUENT OPTION


                            ANNUNCIO SOFTWARE, INC.

                           DIRECTOR OPTION AGREEMENT

     Annuncio Software, Inc., (the "Company"), has granted to _______________
(the "Optionee"), an option to purchase a total of [_______] shares of the
Company's Common Stock (the "Optioned Stock"), at the price determined as
provided herein, and in all respects subject to the terms, definitions and
provisions of the Company's 2000 Director Option Plan (the "Plan") adopted by
the Company which is incorporated herein by reference. The terms defined in the
Plan shall have the same defined meanings herein.

     1.   Nature of the Option.  This Option is a nonstatutory option and is not
          --------------------
intended to qualify for any special tax benefits to the Optionee.

     2.   Exercise Price.  The exercise price is $_______ for each share of
          --------------
Common Stock.

     3.   Exercise of Option.  This Option shall be exercisable during its term
          ------------------
in accordance with the provisions of Section 8 of the Plan as follows:

            (i)  Right to Exercise.
                 -----------------

                 (a) This Option shall become exercisable with respect to
[_____] of the Optioned Stock on the anniversary of its date of grant; provided,
however, that in no event shall any Option be exercisable prior to the date the
stockholders of the Company approve the Plan.

                 (b) This Option may not be exercised for a fraction of a share.

                 (c) In the event of Optionee's death, disability or other
termination of service as a Director, the exercisability of the Option is
governed by Section 8 of the Plan.

            (ii) Method of Exercise.  This Option shall be exercisable by
                 ------------------
written notice which shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being exercised. Such written
notice, in the form attached hereto as Exhibit A, shall be signed by the
                                       ---------
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Company. The written notice shall be accompanied by payment of the
exercise price.

     4.   Method of Payment.  Payment of the exercise price shall be by any of
          -----------------
the following, or a combination thereof, at the election of the Optionee:

            (i)  cash;

            (ii) check; or
<PAGE>

          (iii)  surrender of other Shares, provided Shares acquired from the
Company, (x) have been owned by the Optionee for more than six (6) months on the
date of surrender, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised; or

          (iv)   delivery of a properly executed exercise notice together with
such other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price.

     5.   Restrictions on Exercise.  This Option may not be exercised if the
          ------------------------
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed.  As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

     6.   Non-Transferability of Option.  This Option may not be transferred in
          -----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee.  The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

     7.   Term of Option.  This Option may not be exercised more than ten (10)
          --------------
years from the date of grant of this Option, and may be exercised during such
period only in accordance with the Plan and the terms of this Option.

     8.   Taxation Upon Exercise of Option.  Optionee understands that, upon
          --------------------------------
exercise of this Option, he or she will recognize income for tax purposes in an
amount equal to the excess of the then Fair Market Value of the Shares purchased
over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain
limited circumstances the measurement and timing of such income (and the
commencement of any capital gain holding period) may be deferred, and the
Optionee is advised to contact a tax advisor concerning the application of
Section 83 in general and the availability a Section 83(b) election in
particular in connection with the exercise of the Option. Upon a resale of such
Shares by the Optionee, any difference between the sale price and the Fair
Market Value of the Shares on the

                                      -2-
<PAGE>

date of exercise of the Option, to the extent not included in income as
described above, will be treated as capital gain or loss.

     DATE OF GRANT:  ______________

                                        ANNUNCIO SOFTWARE, INC.,
                                        A Delaware corporation

                                        By:____________________________________

     Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof.  Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Plan.

     Dated: _________________

                                        ______________________________
                                        Optionee

                                      -3-
<PAGE>

                                   EXHIBIT A
                                   ---------

                        DIRECTOR OPTION EXERCISE NOTICE

Annuncio Software, Inc.
2440 W El Camino Real
Ste 300
Mountain View, CA  94040

     Attention:  Corporate Secretary

     1.   Exercise of Option.  The undersigned ("Optionee") hereby elects to
          ------------------
exercise Optionee's option to purchase ______ shares of the Common Stock (the
"Shares") of Annuncio Software, Inc. (the "Company") under and pursuant to the
Company's 2000 Director Option Plan and the Director Option Agreement dated
_______________ (the "Agreement").

     2.   Representations of Optionee.  Optionee acknowledges that Optionee has
          ---------------------------
received, read and understood the Agreement.

     3.   Federal Restrictions on Transfer.  Optionee understands that the
          --------------------------------
Shares must be held indefinitely unless they are registered under the Securities
Act of 1933, as amended (the "1933 Act"), or unless an exemption from such
registration is available, and that the certificate(s) representing the Shares
may bear a legend to that effect. Optionee understands that the Company is under
no obligation to register the Shares and that an exemption may not be available
or may not permit Optionee to transfer Shares in the amounts or at the times
proposed by Optionee.

     4.   Tax Consequences.  Optionee understands that Optionee may suffer
          ----------------
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultant(s) Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     5.   Delivery of Payment.  Optionee herewith delivers to the Company the
          -------------------
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.

     6.   Entire Agreement.  The Agreement is incorporated herein by reference.
          ----------------
This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the
<PAGE>

subject matter hereof.  This Exercise Notice and the Agreement are governed by
California law except for that body of law pertaining to conflict of laws.

     Submitted by:                           Accepted by:

     OPTIONEE:                               ANNUNCIO SOFTWARE, INC.


     By:_______________________          By:______________________________

                                         Its:_____________________________

     Address:



     Dated:____________________          Dated:_____________________

                                      -2-

<PAGE>

                                                                  EXHIBIT 10.7.1

                                   SUBLEASE

     THIS SUBLEASE ("Sublease"), dated as of March 4, 1999, for reference
purposes only, is entered into by and between THE DIALOG CORPORATION, a Delaware
corporation, formerly Dialog Information Services, Inc., a California
corporation ("Sublessor"), and ANNUNCIO SOFTWARE, INC., a California corporation
("Sublessee").

                                    RECITALS

     A.  Sublessor leased certain premises ("Premises") including a building
containing approximately one hundred thirty three thousand, five hundred
(133,500) square feet (the "Building") located at the address commonly known as
2440 El Camino Real, Mountain View, California, pursuant to a certain Lease
between Sublessor, as Tenant, and Sobrato Development Companies #850, a
California limited partnership (hereinafter "Master Lessor"), as Landlord, dated
March 10, 1994 (as may be amended or otherwise modified from time to time, the
"Master Lease"), a copy of which Master Lease is attached hereto as EXHIBIT A.
Capitalized terms herein not otherwise defined herein shall have the same
meanings as provided in the Master Lease.

     B.  Sublessor desires to sublease to Sublessee, and Sublessee desires to
sublease from Sublessor, a portion of the Premises upon the terms and conditions
provided for herein.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Sublessor and Sublessee covenant and agree as follows:

                                   AGREEMENT

     1.  SUBLEASED PREMISES.

         (A) Subject to the terms and conditions set forth herein, Sublessor
hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor,
twenty-one thousand four hundred ninety-four (21,494) rentable square feet. Such
square footage includes space located on the third floor of the Building (the
"Subleased Premises"), as well as the nonexclusive right to use, in common with
Sublessor and other tenants of the building, the Common Use Areas (as defined
below). The Subleased Premises are more particularly described in EXHIBIT B
attached hereto.

         (B) Sublessee and Sublessor hereby agree that the calculation of the
rentable square footage of the Subleased Premises includes an equitable
apportionment made by Sublessor based upon Sublessee's Pro-Rata Share (as
hereinafter defined), attributable to Sublessor's right to non-exclusive usage
of the Common Use Areas. "Common Use Areas" shall mean those areas located on
the first floor of the Building and designated as such on EXHIBIT C, which
Common Use Areas consist of a lobby area, cafeteria, locker rooms, rest rooms
and conference rooms. Sublessor and Sublessee hereby agree that Sublessor's
determination of the rentable square footage of the Premises, as set forth
herein, shall be conclusive for the purpose of this Sublease.
<PAGE>

          (c) Sublessee shall provide Sublessor with reasonable prior written
notice requesting use of any of the conference rooms comprising the Common Use
Areas. Sublessor and Sublessor shall work in good faith to establish a schedule
of use of such conference rooms mutually acceptable to all parties possessing
the right to non-exclusive use of such conference rooms.

     2.   TERM.

          (A) The term of this Sublease (the "Term") shall commence upon
Sublessor's delivery of possession of the Subleased Premises to Sublessee (the
"Commencement Date").

          (B) Notwithstanding said Commencement Date, if for any reason
Sublessor cannot deliver possession of the Subleased Premises to Sublessee on or
before said date, Sublessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Sublease or the obligations of
Sublessee hereunder or extend the term hereof, but in such case Sublessee shall
not be obligated to pay Rent (as hereinafter defined) or otherwise be liable to
Sublessor until possession of the Subleased Premises is tendered to Sublessee.
Sublessor shall use reasonable efforts to deliver the Subleased Premises to
Sublessee on or before the Commencement Date.

          (C) The Term of this Sublease shall end on January 8, 2005 (the
"Expiration Date"), unless earlier terminated in accordance with the terms of
this Sublease.

     3.   RENT.

          (A) Throughout the Term of this Sublease, Sublessee shall pay monthly
rent ("Rent") to Sublessor, which Rent is comprised of Basic Rent (as
hereinafter defined) and Additional Rent (as hereinafter defined), in the
following amounts:

              (I)  Commencing on the later of (A) the thirtieth (30 the) day
following the Commencement Date and (B) the date upon which Tenant substantially
completes Sublessee's Initial Improvements and receives a certificate of
occupancy for the Subleased Premises, but in no event later than April 15, 1999,
Sublessee shall pay Sublessor an initial monthly basic rent ("Basic Rent") for
the Subleased Premises in the amount of Two and 35/100 Dollars ($2.35) per
rentable square foot. During the Term of this Sublease, the monthly Basic Rent
shall increase annually in accordance with the following schedule:


                               Monthly Basic Rent
     Month of Sublease Term    Per Rentable Square Foot
     ------------------        -----------------------
      1-12                     $2.35
     13-24                     $2.65
     25-36                     $2.90
     37-48                     $3.00
     49-60                     $3.10
     61-expiration             $3.20

              (II) In addition to Basic Rent, commencing upon the Commencement
Date, Sublessee shall pay to Sublessor as additional rent ("Additional Rent")
Sublessee's pro rata
<PAGE>

share ("Sublessee's Pro-Rata Share") of expenses incurred by Sublessor with
respect to operating expenses for the Premises (including, without limitation,
costs incurred for utilities, building security and janitorial services), common
area maintenance costs, taxes and assessments, costs of insurance procured by
Master Lessor or Sublessor pursuant to Paragraph 12 of the Master Lease, and any
and all additional expenses payable by Sublessor to Master Lessor pursuant to
the Master Lease. Except to the extent included in Sublessee's pro rata share of
expenses payable by Sublessor to Master Lessor pursuant to the Master Lease,
"Additional Rent" shall not include and Sublessee shall not have any obligation
to pay for the following: (a) costs occasioned by the gross negligence, willful
misconduct or violation of any law by Sublessor or any other occupant of the
Premises (other than Sublessee) or their respective agents, employees or
contractors; (b) costs to correct any construction defect in the Premises or to
remedy any violation of any CC&Rs or law applicable to the Premises, which
violation exists on the Commencement Date; (c) leasing commissions; (d) costs of
any renovation, improvement, painting or redecorating of any portion of the
Premises not made available for Sublessee's exclusive or non-exclusive use; (e)
costs incurred in connection with the presence of any toxic or hazardous
substances (including, without limitation, asbestos and "PCB's") which are now
or hereafter become regulated by any governmental authority or agency thereof
("Hazardous Materials"), except to the extent caused by Sublessee or its agents,
employees, contractors or invitees; (f) interest, charges and fees incurred on
Sublessor's debt; and (g) costs which could properly be capitalized under
generally accepted accounting principles, except to the extent amortized over
the useful life of the capital item in question. Sublessor and Sublessee hereby
agree that Sublessee's Pro-Rata Share shall be the quotient derived by dividing
the number of rentable square feet of the Subleased Premises by 133,500. To the
extent that Sublessor notifies Sublessee that any items constituting Additional
Rent are due and payable under the Master Lease on a monthly basis, such
Additional Rent shall be paid by Sublessee to Sublessor as and when Basic Rent
is paid. To the extent that such items constituting Additional Rent are billed
from time to time to Sublessor by Master Lessor, such Additional Rent shall be
paid by Sublessee to Sublessor within seven (7) days after Sublessee's receipt
from Sublessor of an invoice therefor, and Sublessor shall thereupon promptly
remit such Additional Rent to Master Lessor. Notwithstanding the foregoing,
Sublessee shall not be required to pay any Additional Rent or perform any
obligation that is (i) fairly allocable to any period of time prior to the
Commencement Date or to any period after the expiration or sooner termination of
this Sublease or (ii) payable as a result of a default by Sublessor of any of
its obligations under the Master Lease, which default is not caused by
Sublessee. In addition, Sublessee shall not be required to pay for any portion
of taxes set forth in Paragraph 13 of the Master Lease levied or assessed on (i)
the value of any leasehold improvements, alterations or additions made by or for
the account of Sublessor or (ii) the value of Sublessor's personal property
located on the Premises, unless such leasehold improvements, alterations,
additions or personal property are used for the benefit of, or available for the
non-exclusive use of, Sublessee.

          (B) Except that the first installment of Rent shall be paid upon
execution of this Sublease, Rent shall be payable to Sublessor in lawful money
of the United States, in advance, without prior notice, abatement, demand, or
offset, on or before the first day of each calendar month during the term
hereof. If any rental period does not constitute a full calendar month, then
Rent for that month shall be prorated on a daily basis based upon the calendar
month. All Rent shall be paid to Sublessor at the address specified for notice
to Sublessor in SECTION 22, below, or at such other place as Sublessor may
designate by notice to Sublessee.
<PAGE>

          (C) In the event of any damage, casualty, or condemnation affecting
the Subleased Premises, Rent payable by Sublessee shall be abated hereunder, but
only to the extent that rent under the Master Lease is abated.

     4.   SECURITY DEPOSIT.

          (A) Upon its execution of this Sublease, Sublessee shall deposit with
Sublessor, and shall maintain with Sublessor throughout the Term of this
Sublease, the sum of One Hundred and Fifty-Four Thousand Seven Hundred and
Fifty-Six and 80/100 Dollars ($154,756.80) as security for Sublessee's faithful
performance of Sublessee's obligations hereunder. Sublessor shall not be
required to keep said deposit separate from its general accounts, and no trust
relationship is created herein between Sublessor and Sublessee with respect to
said security deposit.

          (B) Notwithstanding the foregoing, Sublessee may, at its option,
substitute for the cash described in subparagraph (a) above, an original
irrevocable standby letter of credit (the "Letter of Credit") in the amount of
One Hundred and Fifty-Four Thousand Seven Hundred and Fifty-Six and 80/100
Dollars ($154,756.80), which Sublessor may draw upon to cure any default under
this Sublease continuing beyond any applicable notice and cure periods or to
compensate Sublessor for any damage Sublessor incurs as a result of Sublessee's
failure to perform any of its obligations under this Sublease, which failure
continues beyond any applicable notice and cure periods. The Letter of Credit
shall (i) be issued by a major commercial bank reasonably acceptable to
Sublessor, (ii) have an expiration date one year following its issue, to be
automatically renewed annually throughout the term of the Sublease for a period
of not less than one year (unless Sublessor receives written notice of non-
renewal from the issurer of the Letter of Credit at least thirty (30) days prior
to the expiration date), (iii) provide for payment to Sublessor upon the
issuer's receipt of a sight draft from Sublessor together with Sublessor's
certificate certifying that a default has occurred and continued beyond any
applicable notice and cure periods under this Sublease and that the requested
sum is due and payable from Sublessee, and with no other conditions, (iv) be
transferable by Sublessor without cost, and (v) otherwise be in form and content
reasonably satisfactory to Sublessor's counsel. If Sublessor draws on the Letter
of Credit pursuant to the terms hereof, within ten (10) days of such draw,
Sublessee shall replenish the Letter of Credit or provide Sublessor with an
additional letter of credit conforming to the requirements of this Paragraph so
that the amount available to Sublessor from the Letter of Credit(s) provided
hereunder is the amount specified above. Sublessee's failure to deliver any
replacement, additional or extension of the Letter of Credit, or evidence of
renewal of the Letter of Credit, within the time specified herein shall
constitute an Event of Default under this Sublease and shall entitle Sublessor
to draw the full amount of the Letter of Credit then in effect.

          (C) If Sublessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Sublease beyond any
applicable notice and cure periods, Sublessor may use, apply, or retain all or
any portion of said deposit for the payment of any rent or other charge in
default or for the payment of any sum to which Sublessor may become obligated by
reason of Sublessee's default, or to compensate Sublessor for any loss or damage
which Sublessor may suffer thereby. If Sublessor so uses or applies all or any
portion of said deposit, Sublessee shall within ten (10) days after written
demand therefor deposit cash with
<PAGE>

Sublessor in an amount sufficient to restore said deposit to the full amount
hereinabove stated and Sublessee's failure to do so shall be a material breach
of this Sublease.

          (D) If Sublessee performs all of Sublessee's obligations hereunder,
said security deposit, or so much thereof as has not theretofore been applied by
Sublessor, shall be returned, without payment of interest or other increment for
its use to Sublessee (or, at Sublessor's option, to the last permitted assignee,
if any, of Sublessee's interest hereunder) at the expiration of the term hereof
and after Sublessee has vacated the Subleased Premises.

     5.   IMPROVEMENTS/CONDITION OF SUBLEASED PREMISES.

          (A) Sublessor shall deliver the Subleased Premises to Sublessee in its
"as-is" condition, provided, that as of the Commencement Date, the roof and the
building systems servicing the Subleased Premises (including HVAC, mechanical
and plumbing) shall be in good working order and repair. Sublessor shall have no
obligation to make any alterations or improvements to the Subleased Premises.

          (B) Sublessee has used due diligence in inspecting the Subleased
Premises and, subject to subparagraph (a) above, agrees to accept the Subleased
Premises in "as-is" condition and with all faults as of the date of Sublessee's
execution of this Sublease, without any representation or warranty of any kind
or nature whatsoever, or any obligation on the part of Sublessor to modify,
improve or otherwise prepare the Subleased Premises for Sublessee's occupancy.

          (C) Sublessee shall be permitted, at its sole cost, to cause
Sublessee's Initial Improvements (as defined in EXHIBIT E) to be constructed in
the Subleased Premises, provided that Sublessee shall obtain the prior written
consent of Sublessor to the same and shall comply with both this Sublease
(including, without limitation, EXHIBIT E hereto) and the Master Lease with
regard to such improvements, including, without limitation, (i) obtaining the
consent of Master Lessor with regard thereto, and (ii) either removing or
surrending Sublessee's Initial Improvements with the Subleased Premises at the
expiration of this Sublease, as the case may be, in strict accordance with
Master Lessor's direction: In connection with Sublessee's construction of
Sublessee's Initial Improvements, Sublessor shall provide to Sublessee the
Sublessee Improvement Allowance in accordance with the terms of EXHIBIT E.

     6.   MASTER LEASE.

          (A) This Sublease shall be subject and subordinate to all of the terms
and provisions of the Master Lease, and Master Lessor shall have all rights in
respect of the Master Lease and the Subleased Premises as set forth therein.
Except for payments of rent required under the Master Lease (which payments
shall be made by Sublessor), and, except as otherwise provided herein, Sublessee
hereby assumes and agrees to perform for Sublessor's benefit, during the term of
this Sublease, all of Sublessor's obligations under the Master Lease insofar as
they relate to the Subleased Premises (hereinafter the "Assumed Obligations"),
which accrue during the term of this Sublease.

          (B) Sublessee shall fully perform all of the Assumed Obligations and
shall indemnify, defend, protect, and hold harmless Sublessor and Master Lessor
from any and all
<PAGE>

liability, damages, liabilities, claims proceedings, actions, demands and costs
(including reasonable attorneys' fees) resulting, directly or indirectly, from
Sublessee's failure to perform the Assumed Obligations.

     7.   INCORPORATION OF MASTER LEASE.

          (A) Except as otherwise provided in this Sublease, all of the terms
and provisions of the Master Lease are incorporated into and made a part of this
Sublease, and the rights and obligations of the parties under the Master Lease
are hereby imposed upon the parties hereto with respect to the Subleased
Premises, the Sublessor being substituted for the "Landlord" in the Master
Lease, the Sublessee being substituted for the "Tenant" in the Master Lease, the
Subleased Premises being substituted for "Premises" in the Master Lease, and
"Sublease" being substituted for "Lease" in the Master Lease.

          (B) Wherever there are time limits contained in the Master Lease (i)
calling or allowing for the service of notice by the "Tenant" thereunder, (ii)
pertaining to events of default by the "Tenant" thereunder, or (iii) within
which the "Tenant" thereunder must perform any act or observe any term, covenant
or condition thereunder, the same shall be deemed amended for the purposes of
this Sublease to provide for time limits of two (2) days less than those
provided for in the Master Lease.

          (C) Notwithstanding the foregoing, the following paragraphs of the
Master Lease are not incorporated herein: Paragraphs 1 and 2.F., the first three
sentences of Paragraph 3, the second sentence of Paragraph 4, Paragraph 5, the
third sentence of Paragraph 6, Paragraph 7, the first through third sentences of
Paragraph 8, the first two sentences of Paragraph 10, the first two sentences of
Paragraph 11(b), the final sentence of Paragraph 11(c), Paragraph 14, Paragraphs
18D, 26 and 31, the second full paragraph of Paragraph 32 and Paragraphs 37, 38,
40, 41, 44 and 45.

          (D) For the purposes of incorporating the terms and provisions of the
Master Lease into this Sublease, the following changes to the Master Lease terms
shall apply to this Sublease (references are to Paragraphs of the Master Lease):

     PARAGRAPH      COMMENTS/AMENDMENTS

     3              Sublessee shall be responsible for payment of Sublessee's
                    Pro-Rata Share (rather than 100%) of fixed and variable
                    costs associated with the garage.

     4              Notwithstanding anything to the contrary in Paragraph 4,
                    Sublessee shall not be permitted to use the Subleased
                    Premises for light manufacturing purposes.

     11.A.          Notwithstanding anything to the contrary in Paragraph 11.A.,
                    Sublessee shall be obligated, at its sole cost, to keep and
                    maintain, repair and replace the interior of the Subleased
                    Premises in the condition required thereunder. Sublessor
                    shall keep and maintain, repair and replace the exterior of
                    the Subleased Premises, the building operating systems, roof
                    and the common areas of the Building as required under the
                    Master Lease,
<PAGE>

                    shall maintain the service contracts required under
                    Paragraph 11.A. and shall pay all amounts required to be
                    paid to Master Lessor pursuant to Paragraphs 11.B. and 11.C.
                    of the Master Lease, and Sublessor shall charge Sublessee's
                    Pro-Rata Share of all such costs to Sublessee as Additional
                    Rent.

     12.C.          Sublessee shall name the Master Lessor and Sublessor as
                    additional insureds on any and all insurance policies that
                    are required under the Master Lease.

          (E) Notwithstanding the foregoing, Sublessee hereby agrees to waive,
release, indemnify, defend and hold Master Lessor and Sublessor harmless to the
same extent as Sublessor waives, releases, indemnifies and holds Master Lessor
harmless pursuant to the Master Lease.

     8.   SUBLESSOR'S OBLIGATIONS.

          (A) Except as expressly otherwise provided herein, Sublessor shall
have no obligation to Sublessee with respect to the Subleased Premises or the
performance by Master Lessor of any obligations of Master Lessor under the
Master Lease. Sublessee understands and recognizes that certain services are
required to be performed by Master Lessor under the Master Lease. Sublessee
shall not seek nor require Sublessor to perform any of such services, nor shall
Sublessee make any claim upon Sublessor for any damages which may arise by
reason of any breach or negligence, whether by omission or commission, by Master
Lessor or its agents in the performance (or nonperformance) of such services.
Notwithstanding the incorporation hereunder of certain provisions of the Master
Lease, including, without limitation, Paragraphs 11, 12(B) and 28, Sublessor
does not assume the obligations of Master Lessor under the Master Lease, but
agrees that, if and to the extent that the Master Lease requires Master Lessor
to provide utilities, insurance, maintenance, repairs, rebuilding, upgrading or
any other services in connection with the operation of the Subleased Premises,
Sublessee may notify Sublessor of any failure of Master Lessor to provide such
services and Sublessor shall thereafter use commercially reasonable efforts to
enforce Sublessor's rights under the Master Lease for the benefit of Sublessee,
provided that Sublessor shall not be required to incur any material costs or
expenses in connection therewith. Sublessee hereby expressly waives all rights
to make repairs at the expense of Sublessor or Master Lessor as provided by
statute or otherwise.

     9.   CONSENT OF MASTER LESSOR. If Sublessee desires to take any
action which requires the consent of Master Lessor pursuant to the terms of the
Master Lease, including, without limitation, the making of alterations or the
possession of Hazardous Materials, then, notwithstanding anything to the
contrary herein, (a) Sublessor, independently, shall have the same rights of
approval or disapproval as Master Lessor has under the Master Lease, and (b)
Sublessee shall not take any such action until it obtains the consent of both
Sublessor and Master Lessor, and (c) Sublessee shall request that Sublessor
obtain Master Lessor's consent on Sublessee's behalf, unless Sublessor and
Master Lessor agree that Sublessee may contact Master Lessor directly with
respect to the specific action for which Master Lessor's consent is required.
Any consent required of Sublessor conclusively shall be deemed reasonably
withheld, if consent also is required of the Master Lessor, and Master Lessor
withholds Master Lessor's consent.
<PAGE>

     10.  INDEMNITY. Except to the extent of any negligence or willful
misconduct of Sublessor or its agents or contractors or any breach by Sublessor
of Sublessor's obligations under this Sublease or the Master Lease, Sublessee
shall indemnify, defend, protect, and hold Sublessor harmless from and against
all actions, claims, demands, costs, liabilities, losses, reasonable attorneys'
fees, damages, penalties, and expenses (collectively "Claims") which may be
brought or made against Sublessor or which Sublessor may pay or incur to the
extent caused by (i) a breach of this Sublease or the Master Lease by Sublessee,
(ii) any violation of law by Sublessee or its employees, agents, contractors or
invitees (collectively, "Agents") relating to the use or occupancy of the
Subleased Premises or the Premises, (iii) any act or omission by Sublessee or
its Agents resulting in contamination of any part or all of the Subleased
Premises or the Premises by any Hazardous Materials, or (iv) the negligence or
willful misconduct of Sublessee or its Agents. In addition, except to the extent
of any negligence or willful misconduct of Master Lessor or its agents or
contractors or any breach by Master Lessor of Master Lessor's obligations under
the Master Lease, Sublessee shall indemnify, defend, protect, and hold Master
Lessor harmless from and against all Claims which may be brought or made against
Master Lessor or which Master Lessor may pay or incur to the extent caused by
(A) a breach of this Sublease or the Master Lease by Sublessee, (B) any
violation of law by Sublessee or its Agents relating to the use or occupancy of
the Subleased Premises or the Premises, (C) any act or omission by Sublessee or
its Agents resulting in contamination of any part or all of the Subleased
Premises or the Premises by any Hazardous Materials, or (D) the negligence or
willful misconduct of Sublessee or its Agents.

     11.  ASSIGNMENT AND SUBLETTING. Sublessee shall have the right to assign
this Sublease or sublet all or a portion of the Subleased Premises with the
prior written consent of both Sublessor and Master Lessor, in accordance with
the terms of the Master Lease and this Sublease. Notwithstanding any of the
foregoing, in the event that Sublessee wishes to assign this Sublease or sub-
sublease any portion of the Subleased Premises (except in connection with a
permitted transfer described in Paragraph 29.E. of the Master Lease) for a
period which will leave three months or less remaining on the Term of this
Sublease after the expiration of the proposed sub-sublease, Sublessee shall
provide Sublessor with written notice of Sublessee's desire to assign this
Sublease or sub-sublease such portion of the Subleased Premises for such period
of time prior to engaging in any efforts to market the same. Following
Sublessor's receipt of such notice, Sublessor shall have ten (10) days in which
it may elect to terminate this Sublease with respect to the space described in
Sublessee's notice (in the case of termination as to a portion of the Subleased
Premises, Sublessee's obligations under the Sublease as to the balance of the
Subleased Premises remaining shall be proportionately reduced). In the event
that Sublessor fails to timely exercise such right of recapture, Sublessee shall
have the right to market the Sublease for assignment or such portion of the
Subleased Premises for sub-sublease. Following Sublessor's receipt of all
agreements, statements and additional required information in connection with
any proposed assignment or sub-sublease, Sublessor shall have a period of ten
(10) business days within which to notify Sublessee in writing that the
Sublessor elects (i) to permit Sublessee to assign/sublet such space to the
named assignee/subtenant on the terms and conditions set forth in the notice or
(ii) to refuse consent. Sublessor agrees that Sublessor's consent with respect
thereto shall not be unreasonably withheld, conditioned or delayed, provided
that Sublessor's consent shall conclusively be deemed reasonably withheld, if
consent also is required of Master Lessor, and Master Lessor withholds such
consent.
<PAGE>

     12.  EARLY TERMINATION. Upon any termination of the Master Lease, this
Sublease shall also terminate, and, upon such termination, Sublessor shall
return to Sublessee any amounts of the security deposit which have not otherwise
been applied and any amounts prepaid by Sublessee to Sublessor which have not
been credited towards the payment of rent or other expenses; provided, however,
that if, without the fault of Sublessor hereunder, the Master Lease should
terminate prior to the expiration of this Sublease, Sublessor shall have no
liability to Sublessee on account of such termination. To the extent the Master
Lease grants Sublessor any discretionary rights to terminate the Master Lease,
whether due to casualty, cancellation, or otherwise, Sublessor shall be entitled
to exercise or not exercise such right in its sole discretion. Other than
pursuant to rights expressly granted in the Master Lease, Sublessor shall not
enter into any amendment of the Master Lease with respect to the Subleased
Premises that would terminate the Master Lease or otherwise materially diminish
Sublessee's rights or materially increase Sublessee's obligations hereunder
without Sublessee's prior written consent.

     13.  SURRENDER OF SUBLEASED PREMISES. Upon the expiration or earlier
termination of this Sublease, Sublessee shall surrender the Subleased Premises
in the condition existing as of the Commencement Date, reasonable wear and tear
and damage by event of casualty and by Hazardous Materials not caused by
Sublessee excepted.

     14.  SIGNAGE. Sublessee shall not place or permit to be placed, in, upon,
or about the Building any signs or advertisements not approved by Sublessor in
its sole discretion. Sublessor agrees to provide, at its sole cost, signage for
Sublessee in the garage, on the ground floor and on the third floor of the
Building, as well as on the Building's monument sign located on El Camino Real.

     15.  PARKING. Sublessee shall be entitled to the non exclusive and
unassigned use of 3.2 parking spaces per 1,000 rentable square feet of leased
space. Sublessee shall not be charged for the use of such parking spaces
throughout the Term.

     16.  UTILITIES. Sublessor shall provide heating and air conditioning to the
Subleased Premises during the following standard building hours of operation:
6:00 a.m. to 6:00 p.m., Monday through Friday; 7:00 a.m. to 3:00 p.m., Saturday
and Sunday. In addition, Sublessor shall provide, upon at least one business
day's notice from Sublessee, heating and air conditioning during hours outside
of standard building hours, and Sublessee shall reimburse Sublessor for the
costs actually incurred by Sublessor in providing such services. The cost of all
utilities serving the Subleased Premises shall be passed through to Sublessee as
Additional Rent, to the extent any such utility is not being directly provided
to Sublessee by the utility company. Sublessor reserves the right to cause to be
installed meters to separately monitor the utility usage of individual tenants.
If Sublessor has meters so installed, then the cost passed through to tenants
shall not be a pro-rata allocation, but shall be based upon actual consumption.
Sublessor shall not be liable for a loss of or injury to property, however
occurring, through or in connection with or incidental to furnishing or failure
to furnish any utilities to the Subleased Premises, and Sublessee shall not be
entitled to abatement or reduction of any portion of Rent as a result thereof.
<PAGE>

     17.  EXPANSION.

          (A) On the twenty-fifth month of the Term of this Sublease (the "Fifth
Floor Expansion Date"), the Subleased Premises as defined herein shall be
increased to include the eleven thousand four hundred and eighty-six (11,486)
rentable square feet located on the fifth floor of the Building and outlined on
EXHIBIT D hereto (the "Fifth Floor Expansion Space"), for a total rentable
square footage of thirty-two thousand nine hundred and eighty (32,980) rentable
square feet.

          (B) Sublessee's sublease of the Fifth Floor Expansion Space shall be
on the terms and conditions set forth in this Sublease, except that the initial
Basic Rent for the Fifth Floor Expansion Space shall be in the amount of Two and
80/100 Dollars ($2.80) per rentable square foot of the Fifth Floor Expansion
Space. On the first anniversary of the Fifth Floor Expansion Date, the monthly
Basic Rent for the Fifth Floor Expansion Space shall increase to a monthly basic
rent of Two and 90/100 Dollars ($2.90) per rentable square foot of the Fifth
Floor Expansion Space. On the second anniversary of the Fifth Floor Expansion
Date, the monthly Basic Rent for the Fifth Floor Expansion Space shall increase
to a monthly basic rent of Three Dollars ($3.00) per rentable square foot of the
Fifth Floor Expansion Space. On the third anniversary of the Fifth Floor
Expansion Date, the monthly Basic Rent for the Fifth Floor Expansion Space shall
increase to a monthly basic rent of Three and 10/100 Dollars ($3.10) per
rentable square foot of the Fifth Floor Expansion Space.

          (C) Upon the Fifth Floor Expansion Date,' Sublessee's Pro-Rata Share
of Additional Rent payable with respect to the Subleased Premises will be
increased, based on the additional square footage added.

          (D) Upon the Fifth Floor Expansion Date, Sublessee shall be provided a
tenant improvement allowance in an amount of up to Five Dollars ($5.00) per
rentable square foot of the Fifth Floor Expansion Space, which allowance shall
be paid by Sublessor to Sublessee towards the construction of tenant
improvements in the Fifth Floor Expansion Space upon the satisfaction of the
requirements set forth in, and in accordance with the terms of, EXHIBIT E.

     18.  NO THIRD PARTY RIGHTS. The benefit of the provisions of this Sublease
is expressly limited to Sublessor and Sublessee. Under no circumstances will any
third party be construed to have any rights as a third party beneficiary with
respect to any of said provisions; provided, however, that Master Lessor shall
be entitled to the benefit of Sublessee's (a) assumption of Sublessor's
obligations, as "Tenant" under the Master Lease, pursuant to Section 6 above,
and (b) indemnities set forth in this Sublease.

     19.  CONFLICTS. In the event of any conflict between the incorporated
provisions of the Master Lease and the Sublease, the provisions of this Sublease
shall govern and control.

     20.  BROKERAGE. Each party warrants and represents to the other that such
party has not retained the services of any real estate broker, finder or any
other person whose services would form the basis for any claim for any
commission or fee in connection with this Sublease or the transactions
contemplated hereby, except for the following parties: Sublessor represents that
it has retained CB Richard Ellis ("CB"), and Sublessee represents that it has
retained Wayne
<PAGE>

Mascia Associates ("WMA"). Sublessor shall pay directly to CB its fees due on
account hereof, in accordance with its listing agreement. WMA shall look solely
to CB for payment of its commission or fee in connection with this Sublease.
Each party agrees to save, defend, indemnify and hold the other party free and
harmless from any breach of its warranty and representation as set forth in this
paragraph, including the other party's reasonable attorneys' fees.

     21.  HAZARDOUS MATERIALS. To the actual knowledge of Sublessor, without any
duty of inquiry or examination, no Hazardous Materials exist on the Premises or
the soil, surface water or groundwater thereof in violation of any laws or
regulations governing Hazardous Materials. Sublessee shall have no liability to
Sublessor under this Sublease for the presence of any Hazardous Materials on or
about the Premises, which presence is not at all caused or contributed to by
Sublessee or its Agents.

     22.  NOTICES.

          (A)  Notices and other communications hereunder shall be in writing
and shall be given or made by personal delivery, certified mail or reputable
overnight courier addressed to the parties at their respective addresses set
forth below, or at any other address which either party may hereafter designate
for such purpose by a written notice; it being expressly understood that as of
the Commencement Date, all notices shall be sent to the following addresses:

               TO SUBLESSOR AT:  The Dialog Corporation
                                 11,000 Regency Parkway
                                 Suite 10
                                 Cary, NC 27511
                                 Attn: Denise Bryant, Esq.

               WITH COPY TO:     Cooley Godward LLP
                                 1 Maritime Plaza
                                 San Francisco, CA 94111
                                 Attn: Felice Liang

               TO SUBLESSEE AT:  (prior to the Commencement Date)
                                 Annuncio Software, Inc.
                                 5150 El Camino Real, Suite B31
                                 Los Altos, CA 94022
                                 Attn: Nancy Robertson

                                 (on and after the Commencement Date)
                                 At the Subleased Premises

Notices shall be deemed received on the date of actual delivery (or refusal to
accept delivery) as indicated on the return receipt or airbill.

     23.  SUBLESSOR DEFAULT. In the event that Sublessor defaults (through no
fault of Sublessee) in the performance or observance of any of Sublessor's
obligations under the Master
<PAGE>

Lease which obligations are not required to be performed by Sublessee hereunder
or fails to perform Sublessor's stated obligations under this Sublease, then
Sublessee shall give Sublessor notice specifying in what manner Sublessor has
defaulted, and if such default shall not be cured by Sublessor within thirty
(30) days thereafter (except that if such default cannot be cured within said
thirty (30) day period, this period shall be extended for an additional
reasonable time; provided that Sublessor commences to cure such default within
such thirty (30) day period and proceeds diligently thereafter to effect such
cure as quickly as possible), then Sublessee shall be entitled to cure such
default and promptly collect from Sublessor, Sublessee's reasonable expenses in
so doing (including, without limitation, reasonable attorneys' fees and court
costs), or, at Sublessee's option, to offset such reasonable expenses against
all future payments of rent and additional rent due under the Sublease.

     24.  REASONABLE EXPENDITURES. Any expenditure by a party permitted or
required under this Sublease, for which such party is entitled to demand and
does demand reimbursement from the other party, shall be reasonably incurred and
shall be substantiated by documentary evidence available for inspection and
review by the other party or its representative during normal business hours.

     25.  COUNTERPARTS. This Sublease may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.

     26.  EXHIBITS. All exhibits referred to in this Sublease are attached
hereto and incorporated herein by reference.

     27.  MASTER LESSOR CONSENT. This Sublease is subject to the consent of the
Master Lessor, pursuant to Paragraph 29 of the Master Lease.

     IN WITNESS WHEREOF, the parties have executed this Sublease as of the date
first written above.

THE DIALOG CORPORATION,                      ANNUNCIO SOFTWARE, INC.,
a Delaware corporation,                      a California corporation

formerly Dialog Information Services, Inc.

By: /s/ Victor Cohen                         By: /s/ DIDIER MORETTI
    ------------------------------               -------------------------------

Its: /s/ Director of Financial Op.           Its: President & CEO
    ------------------------------                ------------------------------

By: /s/ Denise Bryant                        By: /s/  MAURIZIO GIANOLA
    ------------------------------               -------------------------------

Its: Assoc. Corporate Counsel                Its: VP ENGINEERING.
    ------------------------------               -------------------------------
<PAGE>

10600 North De Anza Blvd.     408.446.0700
Suite 200                     Facsimile: 408.446.0583
Cupertino, CA 95014-2075      www.sobrato.com

                                                                         SOBRATO

                                                           DEVELOPMENT COMPANIES

                        LANDLORD'S CONSENT TO SUBLEASE

The Sobrato 1979 Trust, a California Limited Partnership, formerly Sobrato
Development Companies #850, a California Limited Partnership ("Landlord"), as
Landlord under that certain Lease (the "Lease") dated March 10, 1994 by and
between Landlord and The Dialog Corporation, a California corporation, formerly
Dialog Information Services, Inc., a California corporation ("Tenant"), as
Tenant, subject to and specifically conditioned upon the following terms and
conditions hereby grants its consent to the Sublease dated March 4, 1999 made by
and between the Tenant, as sublandlord, and Annuncio Software, Inc., a
California corporation ("Subtenant"), as subtenant, a copy of which is attached
as Exhibit A ("the Sublease"), covering that certain premises (the "Premises")
commonly known as 2440 El Camino Real, Mountain View, California.

As conditions to the consent of Landlord to the Sublease, it is understood and
agreed as follows:

1.  NO RELEASE. This Consent to Sublease shall in no way release the Tenant or
any person or entity claiming by, through or under Tenant, including Subtenant,
from any of its covenants, agreements, liabilities and duties under the Lease,
as the same may be amended from time to time, without respect to any provision
to the contrary in the Sublease.

2.  SPECIFIC PROVISIONS OF LEASE AND SUBLEASE. This Consent to Sublease
consenting to a sublease to Subtenant does not constitute approval by Landlord
of any of the provisions of the Sublease document or agreement thereto or
therewith; nor shall the same be construed to amend the Lease in any respect,
any purported modifications being solely for the purpose of setting forth the
rights and obligations as between Tenant and Subtenant, but not binding
Landlord. The Sublease is, in all respects, subject and subordinate to the
Lease, as the same may be amended. Furthermore, in the case of any conflict
between the provisions of this Consent to Sublease or the Lease and the
provisions of the Sublease, the provisions of this Consent to Sublease or the
Lease, as the case may be, shall prevail unaffected by the Sublease.

3.  LIMITED CONSENT. This Consent to Sublease does not and shall not be
construed or implied to be a consent to any other matter for which Landlord's
consent is required under the Lease, including, without limitation, any
Alterations under the Lease.

4.  TENANT'S CONTINUING LIABILITY. Tenant shall be liable to Landlord for any
default under the Lease, whether such default is caused by Tenant or Subtenant
or anyone claiming by or through either Tenant or Subtenant, but the foregoing
shall not be
<PAGE>

deemed to restrict or diminish any right which Landlord may have against
Subtenant pursuant to the Lease, in law or in equity for violation of the Lease
or otherwise, including, without limitation, the right to enjoin or otherwise
restrain any violation of the Lease by Subtenant.

5.   DEFAULT BY TENANT UNDER THE LEASE. If Tenant defaults under the Lease,
Landlord may elect to receive directly from Subtenant all sums due or payable to
Tenant by Subtenant pursuant to the Sublease. Upon written notice from Landlord,
Subtenant shall thereafter pay to Landlord any and all sums due or payable under
the Sublease. In such event, Tenant shall receive from Landlord a corresponding
credit for such sums against any payments then due or thereafter becoming due
from Tenant.

6.   TERMINATION OF LEASE. If at any time prior to the expiration of the term of
the Sublease the Lease shall terminate or be terminated for any reason, the
Sublease shall simultaneously terminate. However, Subtenant agrees, at the
election and upon written demand of Landlord, and not otherwise, to attorn to
Landlord for the remainder of the term of the Sublease, such attornment to be
upon all of the terms and conditions of the Lease, except that the Base Rent set
forth in the Sublease shall be substituted for the Base Rent set forth in the
Lease and the computation of Additional Rent as provided in the Lease shall be
modified as set forth in the Sublease. The foregoing provisions of this
paragraph shall apply notwithstanding that, as a matter of law, the Sublease may
otherwise terminate upon the termination of the Lease and shall be self-
operative upon such written demand of the Landlord, and no further instrument
shall be required to give effect to said provisions. Upon the demand of
Landlord, however, Subtenant agrees to execute, from time to time, documents in
confirmation of the foregoing provisions of this paragraph satisfactory to
Landlord in which Subtenant shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy.

7.   SUBLEASE PROFITS. Pursuant to Section 29 of the Lease, provided the
Sublease remains in full force and effect, Tenant agrees to pay to Landlord a
Profit Share defined in the attached Exhibit B and calculated in the attached
Scheduled 1.

8.   NO WAIVER; NO PRIVITY. Nothing herein contained shall be deemed a waiver of
any of the Landlord's rights under the Lease. In no event, however, shall
Landlord be deemed to be in privity of contract with Subtenant or owe any
obligation or duty to Subtenant under the Lease or otherwise, any duties of
Landlord under the Lease being in favor of, for the benefit of and enforceable
solely by Tenant.

9.   NOTICES. Subtenant agrees to promptly deliver a copy to Landlord of all
notices of default and all other notices sent to Tenant under the Sublease, and
Tenant agrees to promptly deliver a copy to Landlord of all such notices sent to
Subtenant under the Sublease. All copies of any such notices shall be delivered
personally or sent by United States registered or certified mail, postage
prepaid, return receipt requested, to Landlord.

LANDLORD
The Sobrato 1979 Trust, a California Limited Partnership

                                    Page 2
<PAGE>

by /s/ Signature Illegible
its

TENANT
The Dialog Corporation, a California corporation

by /s/ Victor Cohen
   --------------------------------
its Director of Finance Op.
    -------------------------------

SUBTENANT
Annuncio Software, Inc., a California corporation

by /s/ Didier Moretti
   --------------------------------
its DIDIER MORETTI
    -------------------------------

                                    Page 3
<PAGE>

                                  EXHIBIT "B"

                             SUBLEASE PROFIT SPLIT
<TABLE>
<CAPTION>
                  Dialog               Annuncio       Gross         Remaining            Fifty % share
                  ---------------      --------       -------       --------------       -------------
                  Rent (Prorated)      Rent           Profit        Sublease costs       Share
                  ---------------      --------       -------       --------------       -------------
<S>               <C>                  <C>            <C>           <C>                  <C>
                                                                       $511,432.78
March, 1999              $11,647       $ 21,182       $ 9,535          $   501,898             $     0
April                    $27,774       $ 50,511       $22,737          $   479,161             $     0
May                      $27,774       $ 50,511       $22,737          $   456,424             $     0
June                     $27,774       $ 50,511       $22,737          $   433,687             $     0
July                     $27,774       $ 50,511       $22,737          $   410,950             $     0
August                   $27,774       $ 50,511       $22,737          $   388,213             $     0
September                $27,774       $ 50,511       $22,737          $   365,476             $     0
October                  $27,774       $ 50,511       $22,737          $   342,739             $     0
November                 $27,774       $ 50,511       $22,737          $   320,002             $     0
December                 $27,774       $ 50,511       $22,737          $   297,265             $     0
January, 2000*           $27,774       $ 50,511       $22,737          $   274,528             $     0
February                 $27,774       $ 50,511       $22,737          $   251,791             $     0
March                    $27,774       $ 56,959       $29,185          $   222,606             $     0
April                    $27,774       $ 56,959       $29,185          $   193,421             $     0
May                      $27,774       $ 56,959       $29,185          $   164,236             $     0
June                     $27,774       $ 56,959       $29,185          $   135,051             $     0
July                     $27,774       $ 56,959       $29,185          $   105,867             $     0
August                   $27,774       $ 56,959       $29,185          $    76,682             $     0
September                $27,774       $ 56,959       $29,185          $    47,497             $     0
October                  $27,774       $ 56,959       $29,185          $    18,312             $ 5,437
November                 $27,774       $ 56,959       $29,185          $         0             $14,592
December                 $27,774       $ 56,959       $29,185          $         0             $14,592
January, 2001            $27,774       $ 56,959       $29,185          $         0             $14,592
February                 $27,774       $ 56,959       $29,185          $         0             $14,592
March                    $42,616       $ 94,493       $51,877          $         0             $25,939
April                    $42,616       $ 94,493       $51,877          $         0             $25,939
May                      $42,616       $ 94,493       $51,877          $         0             $25,939
June                     $42,616       $ 94,493       $51,877          $         0             $25,939
July                     $42,616       $ 94,493       $51,877          $         0             $25,939
August                   $42,616       $ 94,493       $51,877          $         0             $25,939
September                $42,616       $ 94,493       $51,877          $         0             $25,939
October                  $42,616       $ 94,493       $51,877          $         0             $25,939
November                 $42,616       $ 94,493       $51,877          $         0             $25,939
December                 $42,616       $ 94,493       $51,877          $         0             $25,939
January, 2002            $42,616       $ 94,493       $51,877          $         0             $25,939
February                 $42,616       $ 94,493       $51,877          $         0             $25,939
March                    $42,616       $ 97,791       $55,175          $         0             $27,588
April                    $42,616       $ 97,791       $55,175          $         0             $27,588
May                      $42,616       $ 97,791       $55,175          $         0             $27,588
June                     $42,616       $ 97,791       $55,175          $         0             $27,588
July                     $42,616       $ 97,791       $55,175          $         0             $27,588
August                   $42,616       $ 97,791       $55,175          $         0             $27,588
September                $42,616       $ 97,791       $55,175          $         0             $27,588
October                  $42,616       $ 97,791       $55,175          $         0             $27,588
November                 $42,616       $ 97,791       $55,175          $         0             $27,588
December                 $42,616       $ 97,791       $55,175          $         0             $27,588
January, 2003            $42,616       $ 97,791       $55,175          $         0             $27,588
February                 $42,616       $ 97,791       $55,175          $         0             $27,588
March                    $42,616       $101,089       $58,473          $         0             $29,237
April                    $42,616       $101,089       $58,473          $         0             $29,237
May                      $42,616       $101,089       $58,473          $         0             $29,237
June                     $42,616       $101,089       $58,473          $         0             $29,237
July                     $42,616       $101,089       $58,473          $         0             $29,237
August                   $42,616       $101,089       $58,473          $         0             $29,237
September                $42,616       $101,089       $58,473          $         0             $29,237
October                  $42,616       $101,089       $58,473          $         0             $29,237
November                 $42,616       $101,089       $58,473          $         0             $29,237
December                 $42,616       $101,089       $58,473          $         0             $29,237
January, 2004            $42,616       $101,089       $58,473          $         0             $29,237
February                 $42,616       $101,089       $58,473          $         0             $29,237
March                    $42,616       $104,387       $61,771          $         0             $30,886
</TABLE>
<PAGE>

<TABLE>
<S>                      <C>             <C>            <C>          <C>     <C>
April                    $42,616         $104,387       $61,771      $0      $30,886
May                      $42,616         $104,387       $61,771      $0      $30,886
June                     $42,616         $104,387       $61,771      $0      $30,886
July                     $42,616         $104,387       $61,771      $0      $30,886
August                   $42,616         $104,387       $61,771      $0      $30,886
September                $42,616         $104,387       $61,771      $0      $30,886
October                  $42,616         $104,387       $61,771      $0      $30,886
November                 $42,616         $104,387       $61,771      $0      $30,886
December                 $42,616         $104,387       $61,771      $0      $30,886
January, 2005            $42,616         $104,387       $61,771      $0      $30,886
February                 $42,616         $104,387       $61,771      $0      $30,886
</TABLE>

January 2000 CPI will be determined later, all profit splits from that date
forward are estimates.
<PAGE>

                                  EXHIBIT A

                                 MASTER LEASE


<PAGE>

                                 EXHIBIT A

                                LEASE BETWEEN
                    DIALOG INFORMATION SERVICES, INC., AND
                      SOBRATO DEVELOPMENT COMPANIES #850


Section                                                                  Page #
- -------                                                                  ---- -
Parties 1
Definitions                                                                 1
       Parcel Map                                                           1
       Land                                                                 1
       Building                                                             1
       Common Area                                                          1
       Tenancy-In-Common Agreement                                          1
       Premises                                                             1
Premises                                                                    1
Use                                                                         1
Term and Rental                                                             2
       Rental Adjustment                                                    2
       Early Occupancy                                                      2
Late Charges                                                                2
Possession                                                                  3
Acceptance of Possession and Covenants to Surrender                         3
Uses Prohibited                                                             4
Alterations and Additions                                                   4
Maintenance of Premises                                                     4
       Tenant's Obligations                                                 4
       Landlord's Obligations                                               5
       Amortization of Certain Capital Replacements                         5
Hazard Insurance                                                            5
       Tenant's Use                                                         5
       Landlord's Insurance                                                 6
       Tenant's Insurance                                                   6
       Waiver                                                               6
Taxes                                                                       6
Utilities                                                                   7
Abandonment                                                                 7
Free From Liens                                                             7
Compliance With Governmental Regulations                                    7
Toxic Waste and Environmental Damage                                        7
       Tenant's Responsibility                                              7
       Tenant's Indemnity Regarding Hazardous Materials                     8
       Actual Release by Tenant                                             8
       Landlord's Indemnity Regarding Hazardous Materials                   9
       Environmental Monitoring                                             9
Indemnity                                                                   9
Advertisements and Signs                                                    10
Attorney's Fees                                                             10
Tenant's Default                                                            10
       Remedies                                                             10
       Right to Re-enter                                                    11
       Abandonment                                                          11
       No Termination                                                       11
Surrender of Lease                                                          11
This paragraph intentionally left blank                                     12
Landlord's Default                                                          12
Notices                                                                     12
<PAGE>

Entry by Landlord                                                           12
Destruction of Premises                                                     12
       Destruction by an Insured Casualty                                   12
       Destruction by an Uninsured Casualty                                 13
       Destruction during the Last Year of the Lease Term                   13
Assignment or Sublease                                                      13
       Consent by Landlord                                                  13
       Assignment or Subletting Consideration                               14
       No Release                                                           14
       Effect of Default                                                    14
       Permitted Transfers                                                  14
Condemnation                                                                14
Effects of Conveyance                                                       15
Subordination                                                               15
Waiver                                                                      15
Holding Over                                                                16
Successors and Assigns                                                      16
Estoppel Certificates                                                       16
Option to Extend the Lease Term                                             16
       Grant and Exercise of Option                                         16
       Determination of Fair Market Rental                                  17
       Resolution of a Disagreement over the Fair Market Rental             17
Options                                                                     18
Quiet Enjoyment                                                             18
Brokers                                                                     18
Landlord's Liability                                                        18
Authority of Parties                                                        18
Transportation Demand Management programs                                   18
Right Of First Offering To Purchase                                         18
Dispute Resolution                                                          19
Miscellaneous Provisions                                                    19
       Rent                                                                 19
       This paragraph intentionally left blank                              19
       Performance by Landlord                                              19
       Interest                                                             20
       Rights and Remedies                                                  20
       Survival of Indemnities                                              20
       Severability                                                         20
       Choice of Law                                                        20
       Time                                                                 20
       Entire Agreement                                                     20
       Representations                                                      20
       Headings                                                             20
       Exhibits                                                             20
Exhibit "A" - Parcel Map                                                    21
Exhibit "B" - Tenancy In Common and Maintenance Agreement                   22

                                    Page ii
<PAGE>

     1.  PARTIES: THIS LEASE, is entered into on this 10th day of MARCH 1994,
between SOBRATO DEVELOPMENT COMPANIES #850, a California Limited Partnership,
whose address is 10600 North De Anza Boulevard, Suite 200, Cupertino, CA 95014
and DIALOG INFORMATION SERVICES, INC., a California Corporation, whose address
is 3460 Hillview Avenue, Palo Alto, CA 94304, hereinafter called respectively
Landlord and Tenant.

     2.  DEFINITIONS:

         A.  PARCEL MAP. The term "Parcel Map" shall mean that certain
subdivision map entitled "Tract No. 7813 - Skyview" which map was filed for
record in the Office of the Recorder of Santa Clara County, California on the
10th day of June, 1986, Book 561, pages 1, 2, 3, and 4. Page 2 of the Parcel Map
is attached hereto as Exhibit "A"
                      -----------

         B.  LAND. The term "Land" shall mean that certain real property more
particularly described as Lot 1 on the Parcel Map.

         C.  BUILDING. The term "Building" shall mean that seven (7) story
concrete and steel building situated on the Land containing 133,500 square feet
and all interior improvements existing therein.

         D.  COMMON AREA. The term "Common Area" shall mean (i) the site area
surrounding the Building on Lot 1 and (ii) that certain real property beneath
Lot 1 described as Lot 2 on the Parcel Map consisting of a three (3) level
underground garage shared by Landlord as the owner of Lot 1 and the owners of
lots 3 through 7 inclusive.

         E.  TENANCY-IN-COMMON AGREEMENT. The term "Tenancy-In Common Agreement"
shall mean that certain Tenancy-In-Common and Maintenance Agreement, Declaration
of Covenants, Conditions and Restrictions and Grant of Easements recorded June
10, 1986 as amended September 8, 1986, attached hereto as Exhibit "B".
                                                          -----------

         F.  PREMISES. The term "Premises" shall mean (i) the Land; (ii) the
Building; and (iii) all of Landlord's rights with respect to the Common Area as
more particularly described in the Tenancy-In-Common Agreement.

     3.  PREMISES: Landlord hereby leases the Premises to Tenant, and Tenant
hires the Premises from Landlord. Landlord also hereby assigns to Tenant for the
term of this Lease all of Landlord's rights in and to the Common Area as the
owner of Lot 1 under the Tenancy in Common Agreement. Tenant shall perform the
duties of Landlord as the Managing Owner under such agreement until Lots 3
through 7 (the "Adjacent Properties") are developed at which time Landlord shall
resume the duties of the Managing Owner. Notwithstanding the terms of the
Tenancy in Common Agreement, Tenant shall be responsible for 100% of the
variable costs of maintaining the garage (e.g. sweeping, security, etc.) until
the Adjacent Properties are developed and the garage is shared with the other
lot owners. The fixed costs associated with the garage (e.g. taxes and
insurance) shall be prorated pursuant to section 1.9 of the Tenancy in Common
Agreement at all times during the Lease Term.

         Landlord reserves the right to make changes to the Common Area and
construct additional buildings on the Adjacent Properties provided such changes
to do materially affect Tenant's access to the Premises or reduce the parking
available to Tenant.

     4.  USE: Tenant shall use the Premises only for the following purposes and

                                    Page 1
<PAGE>

shall not change the use of the Premises without the prior written consent of
Landlord: Office, research and development, marketing, customer training, data
center, light manufacturing, storage and other lawful office related uses.
Tenant shall have the right to erect satellite/microwave transmission devices on
the roof of the Building provided such devices are installed in compliance with
the provisions of paragraph 10 of the Lease. Landlord makes no representation or
warranty that any specific use of the Premises desired by Tenant is permitted
pursuant to any Laws.

     5.   TERM AND RENTAL: The term ("Lease Term") shall be for one hundred
twenty (120) months, commencing on the 23rd day of January, 1995 ("Commencement
Date"), and ending on the 22nd day of January, 2005, ("Expiration Date"). In
addition to all other sums payable by Tenant under this Lease, Tenant shall pay
as base monthly rent ("Base Monthly Rent") for the Premises, as increased
pursuant to paragraph 4(A) below, the sum of One Hundred Sixty Thousand Two
Hundred and No/100 Dollars ($160,200.00). Base Monthly Rent shall be due on or
before the first day of each calendar month during Lease Term. All sums payable
by Tenant under this Lease shall be paid in lawful money of the United States of
America, without offset or deduction, and shall be paid to Landlord at the
address specified in paragraph 1 of this Lease or at such place or places as may
be designated from time to time by Landlord. Base Monthly Rent for any period
less than a calendar month shall be a pro rata portion of the monthly
installment.

          A.  RENTAL ADJUSTMENT: Beginning thirty (30) months after the
Commencement Date, and every thirty (30) months thereafter, the then payable
Base Monthly Rent shall be subject to adjustment based on the increase, if any,
in the Consumer Price Index ("Adjustment Date"). The basis for computing the
adjustment shall be the U.S. Department of Labor, Bureau of Labor Statistic's
Consumer Price Index for All Urban Consumers, All Items, 1982-84=100, for the
San Francisco-Oakland-San Jose area ("Index"). The Index most recently published
preceding the commencement of the Lease (or previous Adjustment Date, as
applicable), shall be considered the "Base Index". If the Index most recently
published preceding the Adjustment Date ("Comparison Index") is greater than the
Base Index, the then payable Base Monthly Rent shall be increased by multiplying
the then payable Base Monthly Rent by a fraction, the numerator of which is the
Comparison Index and the denominator of which is the Base Index. Notwithstanding
any subsequent decrease in the Index, the increase in the CPI for any calendar
year shall never be less than three percent (3%) per year nor more than six
percent (6%) per year. On adjustment of the Base Monthly Rent Landlord shall
notify Tenant by letter stating the new Base Monthly Rent. Landlord's
calculation of the Base Monthly Rent escalation shall be conclusive and binding
unless Tenant objects to said calculation within a thirty (30) day period
following receipt of such determination from Landlord. If the Index base year is
changed so that it differs from 1982-84=100, the Index shall be converted in
accordance with the conversion factor published by the United States Department
of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised
during the Lease Term, such other government index or computation with which it
is replaced shall be used in order to obtain substantially the same result as
would be obtained if the index had not been discontinued or revised.

          B.  EARLY OCCUPANCY: Tenant shall be allowed to occupy the Premises
prior to Commencement Date from and after November 15, 1994, but not earlier
that November 15, 1994. In the event Tenant elects to occupy the Premises prior
to the Commencement Date ("Early Occupancy Period"), such occupancy shall be
subject to all the terms and conditions of the Lease, except that no monthly
rent, property taxes, property insurance or exterior maintenance shall be due or
payable by Tenant during the Early Occupancy Period. Tenant shall, however, be
responsible for the payment of any utilities, janitorial or security services
during the Early Occupancy Period unless Tenant is occupying the building solely
for the purposes of completing Alterations to the Building in which event no
utility payments shall be due during this period.

     6.   LATE CHARGES: Tenant hereby acknowledges that late payment by Tenant
to Landlord of Base Monthly Rent and other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease, the exact amount of
which would

                                    Page 2
<PAGE>

be extremely difficult to ascertain. Such costs include, but are not limited to,
administrative, processing, accounting charges, and late charges, which may be
imposed on Landlord by the terms of any contract, revolving credit, mortgage or
trust deed covering the Premises. Accordingly, if any installment of Base
Monthly Rent or any other sum due from Tenant shall not be received by Landlord
or Landlord's designee when due, Tenant shall pay to Landlord a late charge
equal to five (5%) percent of such overdue amount which late charge shall be due
and payable on the same date that the overdue amount in question was due.
Landlord agrees to waive said late charge in the event all amounts set forth in
any notice served upon Tenant by Landlord to pay rent or quit in connection with
the overdue amount are paid in full by cashier's check within five (5) days
after Landlord's service upon Tenant of such notice to quit or pay rent. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant.
Acceptance of such late charge by Landlord shall in no event constitute a waiver
of Tenant's default with respect to such overdue amount, nor prevent Landlord
from exercising any of the other rights and remedies granted hereunder.

IT IS FURTHER MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:

     7.   POSSESSION: If Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to Tenant by the Commencement Date, this Lease
shall not be void or voidable, and, except as provided in this paragraph 7,
Landlord shall not be liable to Tenant for any loss or damage resulting
therefrom. In such event the Commencement Date and Expiration Date of the Lease
and all other dates affected thereby shall be revised to conform to the date of
Landlord's delivery of possession. Notwithstanding the foregoing, (i) if
Landlord has not delivered possession of the Premises to Tenant within thirty
(30) days of the date Tenant requests possession, Tenant shall be entitled to
rental abatement hereunder of one (1) day's rent for each day for which
possession is not delivered; and (ii) if Landlord has not delivered possession
of the Premises to Tenant within ninety (90) days of the date Tenant requests
possession, Tenant, upon written notice to Landlord, shall be entitled to
terminate this Lease without further liability to Landlord. Pursuant to the
provisions of paragraph 5(B), in no event shall Tenant be entitled to request
possession earlier that November 15, 1994.

     8.   ACCEPTANCE OF POSSESSION AND COVENANTS TO SURRENDER: Prior to
September 1, 1994, Tenant shall complete an inspection of the building
mechanical and operating systems by contractors selected by Landlord and Tenant.
Landlord shall, at Landlord's sole cost and expense, perform any repair work
identified in such inspection reports to ensure that the Premises are in good
operating condition and repair prior to the Commencement Date. At the conclusion
of such work, Tenant shall accept the Premises as being in good and sanitory
order, condition and repair and accepts the Premises and the other improvements
in their present condition. Tenant further agrees on Expiration Date, or on the
sooner termination of this Lease, to surrender the Premises to Landlord in good
condition and repair, reasonable wear and tear excepted. "Good condition" shall
mean that the interior walls, floors, suspended ceilings, and carpeting within
the Premises will be cleaned to the same condition as existed at the
commencement of the Lease, reasonable wear and tear excepted. "Reasonable wear
and tear" shall mean normal wear of the Premises expected over the duration of
the Lease Term on, including but not limited to, the carpeting, walls, ceiling
tiles, fixtures and operating systems and equipment. Tenant shall ascertain from
Landlord within thirty (30) days before the Expiration Date whether Landlord
desires to have the Premises or any part or parts thereof restored to their
condition as of the Commencement Date or to cause Tenant to surrender all
Alterations in place to Landlord. If Landlord shall so desire, then Tenant shall
remove such Alterations as Landlord may require and shall repair and restore
said Premises or such part or parts thereof before the Expiration Date at
Tenant's sole cost and expense. Tenant on or before the Expiration Date or
sooner termination of this Lease, shall remove all its personal property and
trade fixtures from the Premises, and all property and fixtures not so removed
shall be deemed to be abandoned by Tenant. If the Premises are not surrendered
at the Expiration Date or sooner termination of this Lease in the condition

                                     Page 3
<PAGE>

required by this paragraph, Tenant shall indemnify, defend, and hold harmless
Landlord against loss or liability resulting from delay by Tenant in so
surrendering the Premises including, without limitation, any claims made by any
succeeding tenant founded on such delay.

     9.   USES PROHIBITED: Tenant shall not commit, or suffer to be committed,
any waste upon the said Premises, or any nuisance, or other act or thing which
may disturb the quiet enjoyment of any other tenant in or around the Premises or
allow any sale by auction upon the Premises, or allow the Premises to be used
for any unlawful or objectionable purpose, or place any loads upon the floor,
walls, or ceiling which endanger the structure, or use any machinery or
apparatus which will in any manner vibrate or shake the Premises, or place any
harmful liquids, waste materials, or hazardous materials in the drainage system
of, or upon or in the soils surrounding the Building. No materials, supplies,
equipment, finished products or semi-finished products, raw materials or
articles of any nature or any waste materials, refuse, scrap or debris shall be
stored upon or permitted to remain on any portion of the Premises outside of the
Building proper without Landlord's prior approval, which approval may be
withheld in its sole discretion.

     10.  ALTERATIONS AND ADDITIONS: Tenant intends to make certain alterations
and additions to the existing interior improvements prior to the Commencement
Date. Landlord agrees to pay Tenant on the Commencement Date the sum of Thirty
Thousand and No/100 Dollars ($30,000.00) towards Tenant's planning and design
fees related to this work.

          Tenant shall be entitled without obtaining Landlord's consent, after
initial occupancy to make any alteration or addition to the Premises
("Alterations") which (i) does not affect the structure of the Building, (ii)
cost does not exceed $50,000 per alteration nor an aggregate of $100,000 in any
twelve (12) month period. All other Alterations shall require Landlord's
consent. Tenant shall, at its sole cost and expense, prepare and deliver to
Landlord the proposed architectural and structural plans for all such
Alterations. In the event the Alterations require Landlord's approval as
provided above, Landlord agrees to either (i) approve such Alterations or (ii)
or provide the basis for disapproval within fifteen (15) days of receipt of the
plans. Landlord agrees not to unreasonably withhold approval of any Alterations.
Landlord's failure to respond within such fifteen (15) day period shall be
deemed approval of the Alterations. At the time of consent, Landlord agrees to
advise Tenant whether Landlord will require remove of such Alterations at the
expiration of the Lease Term. In the event Landlord requires removal, any
salvage value of such Alterations shall belong to Tenant.

          After having obtained Landlord's consent, Tenant agrees that it shall
not proceed to make such Alterations until (i) Tenant has obtained all required
governmental approvals and permits, and (ii) Tenant has provided Landlord
reasonable security, in form reasonably approved by Landlord, to protect
Landlord against mechanics' lien claims. Tenant further agrees to provide
Landlord (i) written notice of the anticipated start date and actual start date
of the work, and (ii) a complete set of asbuilt drawings. All Alterations shall
be constructed in compliance with applicable buildings codes and laws. Any
Alterations, except movable furniture and trade fixtures, shall become at once a
part of the realty and belong to Landlord. Alterations which are not to be
deemed as trade fixtures shall include heating, lighting, electrical systems,
air conditioning, partitioning, carpeting, or any other installation which has
become an integral part of the Premises. All Alterations shall be maintained,
replaced or repaired by Tenant at Tenant's sole cost and expense.

     11.  MAINTENANCE OF PREMISES:

          A.  TENANT'S OBLIGATIONS: Tenant shall, at its sole cost, keep and
maintain, repair and replace, said Premises and appurtenances and every part
hereof, including but not limited to, exterior walls, roof, glazing, sidewalks,
parking areas, elevator, plumbing, electrical and HVAC systems, and all the
Tenant Improvements in good and sanitary order, condition, and repair. Tenant
shall provide Landlord with a copy of a

                                     Page 4
<PAGE>

service contract between Tenant and (i) a licensed air-conditioning and heating
contractor which contract shall provide for bi-monthly maintenance of all air
conditioning and heating equipment at the Premises; and (ii) a licensed elevator
maintenance contractor which contract shall provide for monthly maintenance of
all elevator related systems. Tenant shall pay the cost of all air-conditioning
heating, and elevator equipment repairs or replacements which are either
excluded from such service contract or any existing equipment warranties. All
wall surfaces and floor tile are to be maintained in an as good a condition as
when Tenant took possession free of holes, gouges, or defacements.

Tenant shall also be responsible, at its sole cost and expense for the
preventive maintenance of the membrane of the roof, which responsibility shall
be deemed properly discharged if (i) Tenant contracts with a licensed roof
contractor who is reasonably satisfactory to both Tenant and Landlord, at
Tenant's sole cost, to inspect the roof membrane at least every six (6) months,
with the first inspection due the sixth (6th) month after the Commencement Date,
and (ii) Tenant performs, at Tenant's sole cost, all preventive maintenance
recommendations made by such contractor within a reasonable time after such
recommendations are made. Such preventive maintenance might include acts such as
clearing storm gutters and drains, removing debris from the roof membrane,
trimming trees overhanging the roof membrane, applying coating materials to seal
roof penetrations, repairing blisters, and other routine measures. Tenant shall
provide to Landlord a copy of such preventive maintenance contract and paid
invoices for the recommended work. Tenant agrees, at its expense, to water,
maintain and replace, when necessary, any shrubbery and landscaping.

          B.  LANDLORD'S OBLIGATIONS: Landlord shall, at its sole cost and
expense, maintain in good condition, order, and repair, and replace as and when
necessary, the foundation, floor slabs, columns, exterior load bearing walls and
roof structure of the Building. Landlord shall also keep the Common Area and any
part thereof, in good and sanitary order, condition and repair. Tenant shall
reimburse Landlord for the amount payable by the owner of Lot 1 (as set forth in
the Tenancy-In-Common Agreement) for maintenance and repair of the Common Area
under the terms of the Tenancy-In-Common Agreement; provided, however, that if
Tenant is required to reimburse to Landlord in excess of Fifty Thousand Dollars
($50,000) for any particular capital improvement or replacement in the Common
Area, then Tenant may pay its share of such costs pursuant to the provisions of
paragraph 11(C) below.

          C.  AMORTIZATION OF CERTAIN CAPITAL REPLACEMENTS: Notwithstanding the
foregoing, in the event a capital replacement is required during the Lease Term
of the equipment related to building systems or to the roof membrane and such
replacement costs in excess of (i) Fifty Thousand and No/100 Dollars
($50,000.00) per occurrence, or (ii) One Hundred Thousand and No/100 Dollars
($100,000.00) in the aggregate over any twelve (12) calendar month period,
Tenant shall be required to pay (x) the first Fifty Thousand and No/100 Dollars
($50,000.00) of the cost, and (y) that portion of the cost equal to the product
of such remaining cost multiplied by a fraction, the numerator of which is the
number of years remaining in the Lease Term, the denominator of which is the
useful life (in years) of the replacement, which cost shall be amortized over
the remaining Lease Term with interest at eight percent (8%). Landlord shall pay
the balance of such cost.

     12.  HAZARD INSURANCE:

          A.  TENANT'S USE: Tenant shall not use, or permit said Premises, or
any part thereof, to be used, for any purpose other than that for which the said
Premises are hereby leased; and no use shall be made or permitted to be made of
the said Premises, nor acts done, which will cause an increase in premiums or a
cancellation of any insurance policy covering said Premises, or any part
thereof, nor shall Tenant sell or permit to be kept, used or sold, in or about
said Premises, any article which may be prohibited by the standard form of fire
insurance policies. Subject to the provisions of paragraph 17, Tenant shall, at
its sole cost and expense, comply with any and all requirements, pertaining to
said Premises, of any insurance organization or company,

                                     Page 5
<PAGE>

necessary for the maintenance of reasonable fire and public liability insurance,
covering said Premises and appurtenances.

          B.  LANDLORD'S INSURANCE: Landlord agrees to purchase and keep in
force fire, extended coverage, owner's liability, and 12 month rental loss
insurance. The amount of the said insurance shall not exceed the replacement
cost of the Building (not including any Tenant Improvements or Alterations paid
for by Tenant) as determined by Landlord's insurance company's appraisers. The
Tenant agrees to pay to the Landlord as additional rent, on demand, the full
cost of said insurance as evidenced by insurance billings to the Landlord, and
in the event of damage covered by said insurance, the amount of any deductible
under such policy. Payment shall be due to Landlord within ten (10) days after
written invoice to Tenant. Landlord agrees to competitively bid such insurance
not less than once every two (2) years. It is understood and agreed that
Tenant's obligation under this paragraph will be prorated to reflect the
commencement and termination dates of this Lease. The parties reserve the right
to carry earthquake insurance in the future if such cost becomes reasonable as
determined by mutual agreement of Landlord and Tenant.

          C.  TENANT'S INSURANCE: Tenant, at its sole cost, agrees to insure its
personal property, Tenant Improvements paid for by Tenant, and Alterations for
their full replacement value (without depreciation) and to obtain worker's
compensation and public liability and property damage insurance for occurrences
within the Premises with combined limits for bodily injury and property damage
of not less than $1,000,000.00 per occurrence and a general aggregate limit of
not less than $5,000,000.00. Tenant shall name Landlord and Landlord's lender as
an additional insured, shall deliver a copy of the policies and renewal
certificates to Landlord. All such policies shall provide for thirty (30) days'
prior written notice to Landlord of any cancellation, termination, or reduction
in coverage. Notwithstanding the above, Landlord retains the right to have
Tenant provide other forms of insurance which may be reasonably required to
cover future risks.

          D.  WAIVER: Landlord and Tenant hereby waive any and all rights each
may have against the other on account of any loss or damage occasioned to the
Landlord or the Tenant as the case may be, or to the Premises or its contents,
and which may arise from any risk covered by their respective insurance policies
(or which would have been covered had such insurance policies been maintained in
accordance with this Lease), as set forth above. The parties shall use their
reasonable efforts to obtain from their respective insurance companies a waiver
of any right of subrogation which said insurance company may have against the
Landlord or the Tenant, as the case may be.

     13.  TAXES: Tenant shall be liable for, and shall pay prior to delinquency,
all taxes and assessments levied against personal property and trade or business
fixtures, and agrees to pay, as additional rental, all real estate taxes and
assessment installments (special or general) or other impositions or charges
which may be levied on the Premises, upon the occupancy of the Premises and
including any substitute or additional charges which may be imposed during, or
applicable to the Lease Term including real estate tax increases due to a sale
or other transfer of the Premises, as they appear on the City and County tax
bills during the Lease Term, and as they become due. It is understood and agreed
that Tenant's obligation under this paragraph will be prorated to reflect the
Commencement and Expiration Dates. If, at any time during the Lease Term a tax,
excise on rents, business license tax, or any other tax, however described, is
levied or assessed against Landlord, as a substitute or addition in whole or in
part for taxes assessed or imposed on land or Buildings, Tenant shall pay and
discharge his pro rata share of such tax or excise on rents or other tax before
it becomes delinquent, except that this provision is not intended to cover net
income taxes, inheritance, gift or estate tax imposed upon the Landlord. In the
event that a tax is placed, levied, or assessed against Landlord and the taxing
authority takes the position that the Tenant cannot pay and discharge his pro
rata share of such tax on behalf of the Landlord, then at the sole election of
the Landlord, the Landlord may increase the rental charged hereunder by the
exact amount of such tax and Tenant shall pay such increase as additional rent
hereunder. If by virtue of any application or proceeding brought by

                                    Page 6
<PAGE>

or on behalf of Landlord, there results a reduction in the assessed value of the
Building during the Lease Term, Tenant agrees to reimburse Landlord its out of
pocket costs incurred by Landlord in connection with such application or
proceeding.

          Notwithstanding the foregoing, if property taxes increase during the
Lease Term as a result of a reassessment due to a voluntary change of ownership,
Tenant's shall be responsible for payment of the resulting property tax increase
as follows: during the first twelve month period following the transfer, Tenant
shall be responsible for payment of twenty five percent (25%) of the tax
increase; during the second twelve month period following the transfer, Tenant
shall be responsible for payment of fifty percent (50%) of the tax increase,
during third twelve month period following the transfer, Tenant shall be
responsible for payment of seventy five percent (75%) of the tax increase,
thereafter Tenant shall be responsible for payment of the entire tax increase.

     14.  UTILITIES: Tenant shall pay directly to the providing utility all
water, gas, heat, light, power, telephone and other utilities supplied to the
Premises. Landlord shall not be liable for a loss of or injury to property,
however occurring, through or in connection with or incidental to furnishing or
failure to furnish any utilities to the Premises and Tenant shall not be
entitled to abatement or reduction of any portion of the Base Monthly Rent so
long as any failure to provide and furnish the utilities to the Premises is due
to a cause beyond the Landlord's reasonable control.

     15.  ABANDONMENT: Tenant shall not abandon the Premises at any time during
the Lease Term; and if Tenant shall abandon, surrender said Premises, or be
dispossessed by process of law, or otherwise, any personal property belonging to
Tenant and left on the Premises shall be deemed to be abandoned, at the option
of Landlord, except such property as may be mortgaged to Landlord. Tenant shall
have the right to vacate all of the Premises for up to thirty (30) days in any
given year without being in default under the Lease. Further Tenant shall have
the right to vacate any portion of the Building during the Lease Term,
regardless of duration, without being in default under the Lease, so long as
Tenant continues to occupy a portion of the Building and pays the rent and
fulfills its other obligations under the Lease.

     16.  FREE FROM LIENS: Tenant shall keep the Premises free from any liens
arising out of any work performed, materials furnished, or obligations incurred
by Tenant or claimed to have been performed for Tenant. In the event Tenant
fails to discharge any such lien within ten (10) days after receiving notice of
the filing, Landlord shall be entitled to discharge such lien at Tenant's
expense and all resulting costs incurred by Landlord, including attorney's fees
shall be due from Tenant as additional rent.

     17.  COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Tenant shall, at its sole
cost and expense, comply with all of the requirements of all Municipal, State
and Federal authorities now in force, or which may hereafter be in force,
pertaining to the said Premises, and shall faithfully observe in the use of the
Premises all Municipal ordinances and State and Federal statutes now in force or
which may hereafter be in force. The judgment of any court of competent
jurisdiction, or the admission of Tenant in any action or proceeding against
Tenant, whether Landlord be a party thereto or not, that Tenant has violated any
such ordinance or statute in the use of the Premises, shall be conclusive of
that fact as between Landlord and Tenant. Notwithstanding the foregoing, if any
improvement to the Premises is required as a result of any future laws or
regulations affecting the Premises not related to Tenant's specific use of the
Premises, and provided further said improvement is not required because of
Alterations made by Tenant, the cost of such improvements shall be allocated
between Landlord and Tenant such that Tenant shall pay to Landlord upon
completion of such improvement, the portion of the cost thereof equal to the
remaining number of years in the lease term divided by the anticipated useful
life of such improvement.

     18.  TOXIC WASTE AND ENVIRONMENTAL DAMAGE:

          A.  TENANT'S RESPONSIBILITY: Without the prior written consent of

                                    Page 7
<PAGE>

Landlord, Tenant shall not bring, use, or permit upon the Premises, or generate,
create, release, emit, or dispose (nor permit any of the same) from the Premises
any chemicals, toxic or hazardous gaseous, liquid or solid materials or waste,
including without limitation, material or substance having characteristics of
ignitability, corrosivity, reactivity, or toxicity (other than small quantities
of toxic substances such as photocopy toner, photography chemicals and the like
typically used by office users) or substances or materials which are listed on
any of the Environmental Protection Agency's lists of hazardous wastes or which
are identified in Sections 66680 through 66685 of Title 22 of the California
Administrative Code as the same may be amended from time to time ("Hazardous
Materials"). In order to obtain consent, Tenant shall deliver to Landlord its
written proposal describing the toxic material to be brought onto the Premises,
measures to be taken for storage and disposal thereof, safety measures to be
employed to prevent pollution of the air, ground, surface and ground water.
Landlord's approval may be withheld in its reasonable judgment. In the event
Landlord consents to Tenant's use of Hazardous Materials on the Premises, Tenant
represents and warrants that Tenant will (i) adhere to all reporting and
inspection requirements imposed by Federal, State, County or Municipal laws,
ordinances or regulations and will provide Landlord a copy of any such reports
or agency inspections, (ii) obtain and provide Landlord copies of all necessary
permits required for the use and handling Hazardous Materials on the Premises,
(iii) enforce Hazardous Materials handling and disposal practices consistent
with industry standards, (iv) surrender the Premises free from any Hazardous
Materials arising from Tenant's bringing, using, permitting, generating,
emitting or disposing of Hazardous Materials, and (v) properly close the
facility with regard to Hazardous Materials including the removal or
decontamination of any process piping, mechanical ducting, storage tanks,
containers, or trenches which have come into contact with Hazardous Materials
and obtain a closure certificate from the local administering agency prior to
the Expiration Date.

          B.  TENANT'S INDEMNITY REGARDING HAZARDOUS MATERIALS: Tenant shall
comply, at its sole cost, with all laws pertaining to, and shall indemnify and
hold Landlord harmless from any claims, liabilities, costs or expenses incurred
or suffered by Landlord arising from such bringing, using, permitting,
generating, emitting or disposing of Hazardous Materials by Tenant. Tenant's
indemnification and hold harmless obligations include, without limitation, (i)
claims, liability, costs or expenses resulting from or based upon
administrative, judicial (civil or criminal) or other action, legal or
equitable, brought by any private or public person under common law or under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the Resource Conservation and Recovery Act of 1980 ("RCRA") or any
other Federal, State, County or Municipal law, ordinance or regulation, (ii)
claims, liabilities, costs or expenses pertaining to the identification,
monitoring, cleanup, containment, or removal of Hazardous Materials from soils,
riverbeds or aquifers including the provision of an alternative public drinking
water source, and (iii) all costs of defending such claims.

          C.  ACTUAL RELEASE BY TENANT: Tenant agrees to notify Landlord of any
lawsuits which relate to, or orders which relate to the remedying of, the actual
release of Hazardous Materials on or into the soils or groundwater at or under
the Premises. Tenant shall also provide to Landlord all notices required by
Section 25359.7(b) of the Health and Safety Code and all other notices required
by law to be given to Landlord in connection with Hazardous Materials. Without
limiting the foregoing, Tenant shall also deliver to Landlord, within twenty
(20) days after receipt thereof, any written notices from any governmental
agency alleging a material violation of, or material failure to comply with, any
federal, state or local laws, regulations, ordinances or orders, the violation
of which of failure to comply with, poses a foreseeable and material risk of
contamination of the groundwater or injury to humans (other than injury solely
to Tenant, its agents and employees within the Improvements on the Property).

          In the event of any release on or into the Premises or into the soil
or groundwater under the Premises of any Hazardous Materials used, treated,
stored or disposed of by Tenant, Tenant agrees to comply, at its sole cost and
expense, with all laws, regulations, ordinances and orders of any federal, state
or local agency relating to

                                    Page 8
<PAGE>

the monitoring or remediation of such Hazardous Materials. In the event of any
such release of Hazardous Materials, Tenant agrees to meet and confer with
Landlord and its Lender to attempt to eliminate and mitigate any financial
exposure to such Lender and resultant exposure to Landlord under California Code
of Civil Procedure section 736(b) as a result of such release and promptly to
take reasonable monitoring, cleanup and remedial steps given, inter alia, the
historical uses to which the Property has and continues to be used, the risks to
public health posed by the release, the then available technology and the costs
of remediation, cleanup and monitoring, consistent with acceptable customary
practices for the type and severity of such contamination and all applicable
laws. Nothing in the preceding sentence shall eliminate, modify or reduce the
obligation of Tenant under paragraph 20(B) of this Lease to indemnify and hold
Landlord harmless from any claims liabilities, costs or expenses incurred or
suffered by Landlord as provided in paragraph 20(B) of this Lease. Tenant shall
provide Landlord prompt written notice of Tenant's monitoring, cleanup and
remedial steps.

          In the absence of an order of any federal, state or local governmental
or quasi-governmental agency relating to the cleanup, remediation or other
response action required by applicable law, any dispute arising between Landlord
and Tenant concerning Tenant's obligation to Landlord under this Paragraph C
concerning the Level, method, and manner of cleanup, remediation or response
action required in connection with such a release of Hazardous Materials shall
be resolved by mediation and/or arbitration pursuant to the provisions of
paragraph 44 of this Lease.

          D.  LANDLORD'S INDEMNITY REGARDING HAZARDOUS MATERIALS: Landlord shall
indemnify and hold Tenant harmless from any claims, liabilities, costs or
expenses incurred or suffered by Tenant related to the removal, investigation,
monitoring or remediation of Hazardous Materials which are present on the
Premises as of the Commencement Date. Landlord's indentification and hold
harmless obligations include, without limitation, (i) claims, liability, costs
or expenses resulting from or based upon administrative, judicial (civil or
criminal) or other action, legal or equitable, brought by any private or public
person under common law or under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), the Resource Conservation and
Recovery Act of 1980 ("RCRA") or any other Federal, State, County or Municipal
law, ordinance or regulation, (ii) claims, liabilities, costs or expenses
pertaining to the identification, monitoring, cleanup, containment, or removal
of Hazardous Materials from soils, riverbeds or aquifers including the provision
of an alternative public drinking water source, and (iii) all costs of defending
such claims. In no event shall Landlord be liable for any consequential damages
suffered or incurred by Tenant as a result of any such contamination.

          E.  ENVIRONMENTAL MONITORING: Landlord and its agents shall have the
right, at Landlord's sole cost and expense, to inspect, investigate, sample
and/or monitor the Premises, including any air, soil, water, groundwater or
other sampling or any other testing, digging, drilling or analysis to determine
whether Tenant is complying with the terms of this paragraph 18. If Landlord
discovers that Tenant is not in compliance with the terms of this paragraph 18,
any such costs incurred by Landlord, including attorneys' and consultants' fees
shall be due and payable by Tenant to Landlord within five days following
Landlord's written demand therefore.

     19.  INDEMNITY: As a material part of the consideration to be rendered to
Landlord, Tenant hereby waives all claims against Landlord for damages to goods,
wares and merchandise, and all other personal property in, upon or about said
Premises and for injuries to persons in or about said Premises, from any cause
arising at any time to the fullest extent permitted by law, and Tenant shall
indemnify and hold Landlord exempt and harmless from any damage or injury to any
person, or to the goods, wares and merchandise and all other personal property
of any person, arising from the use of the Premises, Building, and/or Project by
Tenant, its employees, contractors, agents and invitees or from the failure of
Tenant to keep the Premises in good condition and repair, as herein provided,
except to the extent due to the active negligence or willful misconduct of
Landlord. Further, in the event Landlord is made party to any litigation due to
the acts or omission of Tenant, its employees, contractors, agents and invitees,

                                    Page 9
<PAGE>

Tenant will indemnify and hold Landlord harmless from any such claim or
liability including Landlord's costs and expenses and reasonable attorney's fees
incurred in defending such claims.

     20.  ADVERTISEMENTS AND SIGNS: Tenant will not place or permit to be
placed, in, upon or about the said Premises any signs not approved by the city
or other governing authority. Any sign so placed on the Premises shall be
removed by Tenant, at its expense, prior to the Expiration Date or promptly
following the earlier termination of the lease and Tenant shall repair, at its
sole cost and expense, any damage or injury to the Premises caused thereby, and
if not so removed by Tenant then Landlord may have same so removed at Tenant's
expense.

     21.  ATTORNEY'S FEES: In case a suit or alternative form of dispute
resolution should be brought for the possession of the Premises, for the
recovery of any sum due hereunder, or because of the breach of any other
covenant herein, the losing party shall pay to the prevailing party a reasonable
attorney's fee as part of its costs which shall be deemed to have accrued on the
commencement of such action. In addition, the prevailing party shall be entitled
to recover all costs and expenses including reasonable attorney's fees incurred
by the prevailing party in enforcing any judgment or award against the other
party. The foregoing provision relating to post-judgment costs is intended to be
severable from all other provisions of this Lease.

     22.  TENANT'S DEFAULT: The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant: a) Any failure
by Tenant to pay any rent under this Lease ten (10) days following Tenant's
receipt of written notice from Landlord that such rent is due under this Lease
and has not been received; b) The abandonment of the Premises by Tenant; c) A
failure by Tenant to observe and perform any other provision of this Lease to be
observed or performed by Tenant, where such failure continues for thirty (30)
days after written notice thereof by Landlord to Tenant; provided, however, that
if the nature of such default is such that the same cannot reasonably be cured
within such thirty (30) day period Tenant shall not be deemed to be in default
if Tenant shall within such period commence such cure and thereafter diligently
prosecute the same to completion; d) The making by Tenant of any general
assignment for the benefit of creditors; the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or of a petition for reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed after the filing); the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored to Tenant within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days. The notice requirements set
forth herein are in lieu of and not in addition to the notices required by
California Code of Civil Procedure Section 1161. Any notice given by Landlord to
Tenant pursuant to California Civil Code 1161 with respect to any failure by
Tenant to pay rent under this Lease on or before the date the rent is due shall
provide Tenant with a period of no less than ten (10) days to pay such rent or
quit.

          A.  REMEDIES: In the event of any such default by Tenant, then in
addition to any other remedies available to Landlord at law or in equity,
Landlord shall have the immediate option to terminate this Lease and all rights
of Tenant hereunder by giving written notice of such intention to terminate. In
the event that Landlord shall elect to so terminate this Lease then Landlord may
recover from Tenant: a) the worth at the time of award of any unpaid rent which
had been earned at the time of such termination; plus b) the worth at the time
of award of the amount by which the unpaid rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss
for the same period that Tenant proves could have been reasonably avoided; plus
c) the worth at the time of award of the amount by which the unpaid rent for the
balance of the Lease Term after the time of award exceeds the amount of such
rental loss that Tenant proves could be reasonably avoided; plus d) any other
amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant's

                                    Page 10
<PAGE>

failure to perform its obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom, and e) at Landlord's
election, such other amounts in addition to or in lieu of the foregoing as may
be permitted from time to time by applicable California law. The term "rent", as
used herein, shall be deemed to be and to mean the minimum monthly installments
of Base Monthly Rent and all other sums required to be paid by Tenant pursuant
to the terms of this Lease, all other such sums being deemed to be additional
rent due hereunder. As used in (a) and (b) above, the "worth at the time of
award" is to be computed by allowing interest at the rate of the discount rate
of the Federal Reserve Bank of San Francisco plus five (5%) percent per annum.
As used in (c) above, the "worth at the time of award" is to be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one (1%) percent.

           B.  RIGHT TO RE-ENTER: In the event of any such default by Tenant,
Landlord shall also have the right, with or without terminating this Lease, to
re-enter the Premises and remove all persons and property from the Premises;
such property may be removed and stored in a public warehouse or elsewhere at
the cost of and for the account of Tenant and disposed of by Landlord in any
manner permitted by law.

           C.  ABANDONMENT:  In the event of the abandonment of the Premises by
Tenant or in the event that Landlord shall elect to re-enter as provided in
paragraph 22(B) above or shall take possession of the Premises pursuant to legal
proceeding or pursuant to any notice provided by law, then if Landlord does not
elect to terminate this Lease as provided in paragraph 22(A) above, then the
provisions of California Civil Code Section 1951.4, (Landlord may continue the
lease in effect after Tenant's breach and abandonment and recover rent as it
becomes due, if Tenant has a right to sublet and assign, subject only to
reasonable limitations) as amended from time to time, shall apply and Landlord
may from time to time, without terminating this Lease, either recover all rental
as it becomes due or relet the Premises or any part thereof for such term or
terms and at such rental or rentals and upon such other terms and conditions as
Landlord in its sole discretion may deem advisable with the right to make
alterations and repairs to the Premises. In the event that Landlord shall elect
to so relet, then rentals received by Landlord from such reletting shall be
applied: first, to the payment of any indebtedness other than Base Monthly Rent
due hereunder from Tenant to Landlord; second, to the payment of any cost of
such reletting; third, to the payment of the cost of any alterations and repairs
to the Premises; fourth, to the payment of Base Monthly Rent due and unpaid
hereunder; and the residue, if any, shall be held by Landlord and applied in
payment of future Base Monthly Rent as the same may become due and payable
hereunder. Landlord shall have no obligation to relet the Premises following a
default if Landlord has other available space within the Building or Project.
Should that portion of such rentals received from such reletting during any
month, which is applied by the payment of rent hereunder, be less than the rent
payable during that month by Tenant hereunder, then Tenant shall pay such
deficiency to Landlord immediately upon demand therefor by Landlord. Such
deficiency shall be calculated and paid monthly. Tenant shall also pay to
Landlord, as soon as ascertained, any costs and expenses incurred by Landlord in
such reletting or in making such alterations and repairs not covered by the
rentals received from such reletting.

           D.  NO TERMINATION:  No re-entry or taking possession of the Premises
by Landlord pursuant to 22(B) or 22(C) of this Article 22 shall be construed as
an election to terminate this Lease unless a written notice of such intention be
given to Tenant or unless the termination thereof be decreed by a court of
competent jurisdiction. Notwithstanding any reletting without termination by
Landlord because of any default by Tenant, Landlord may at any time after such
reletting elect to terminate this Lease for any such default.

     23.   SURRENDER OF LEASE:  The voluntary or other surrender of this Lease
by Tenant, or a mutual cancellation thereof, shall not automatically effect a
merger of the Lease with Landlord's ownership of the Premises. Instead, at the
option of Landlord, Tenant's surrender may terminate all or any existing
sublease or subtenancies, or may operate as an assignment to Landlord of any or
all such subleases

                                    Page 11
<PAGE>

or subtenancies, thereby creating a direct Landlord-Tenant relationship between
Landlord and any subtenants.

     24.   THIS PARAGRAPH INTENTIONALLY LEFT BLANK:

     25.   LANDLORD'S DEFAULT:  In the event of Landlord's failure to perform
any of its covenants or agreements under this Lease, Tenant shall give Landlord
written notice of such failure and shall give Landlord thirty (30) days or such
other reasonable opportunity to cure or to commence to cure such failure prior
to any claim for breach or for damages resulting from such failure. In addition,
upon any such failure by Landlord, Tenant shall give notice by registered or
certified mail to any person or entity with a security interest in the Premises
("Mortgagee") that has provided Tenant with notice of its interest in the
Premises, and shall provide such Mortgagee a reasonable opportunity to cure such
failure, including such time to obtain possession of the Premises by power of
sale or judicial foreclosure, if such should prove necessary to effectuate a
cure. In no event, however, shall the period of time for Mortgagee to obtain
possession exceed one hundred twenty (120) days. Tenant agrees that each of the
Mortgagees to whom this Lease has been assigned is an expressed third party
beneficiary hereof. Tenant shall not make any prepayment of rent more than one
(1). month in advance without the prior written consent of such Mortgagee.
Tenant waives any right under California Civil Code Section 1950.7 or any other
present or future law to the collection of any payment or deposit from such
Mortgagee or any purchaser at a foreclosure sale of such Mortgagee's interest
unless such Mortgagee or such purchaser shall have actually received and not
refunded the applicable payment or deposit.

     26.   NOTICES:  All notices, demands, requests, or consents required to be
given under this Lease shall be sent in writing by U.S. certified mail, return
receipt requested, or by personal delivery addressed to the party to be notified
at the address for such party specified in paragraph 1 of this Lease, or to such
other place as the party to be notified may from time to time designate by at
least fifteen (15) days prior notice to the notifying party.

     27.   ENTRY BY LANDLORD:  Tenant shall permit Landlord and his agents, upon
prior notice except in the case of emergency, to enter into and upon said
Premises at all reasonable times subject to any security regulations of Tenant
for the purpose of inspecting the same or for the purpose of maintaining the
Premises or for the purpose of making repairs, alterations or additions to any
other portion of said Premises or for the purpose of erecting additional
building(s) and improvements on the land where the Premises are situated, or on
adjacent land owned by Landlord, including the erection and maintenance of such
scaffolding, canopies, fences and props as may be required without any abatement
or reduction of rent or without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Premises thereby occasioned. Tenant shall
permit Landlord and his agents, at any time within one hundred eighty (180) days
prior to the Expiration Date (or at any time during the Lease if Tenant is in
default hereunder), to place upon the Premises "For Lease" signs and exhibit the
Premises to real estate brokers and prospective tenants at reasonable hours.

     28.   DESTRUCTION OF PREMISES:

           A.  DESTRUCTION BY AN INSURED CASUALTY:  In the event of a partial
destruction of the Premises by a casualty for which Landlord has received
insurance proceeds sufficient to repair the damage or destruction during the
Lease Term from any cause, Landlord shall forthwith repair the same to the
extent of such proceeds, provided such repairs can be made within one hundred
twenty (120) days from the date of receipt of all governmental approvals
necessary under the laws and regulations of State, Federal, County or Municipal
authorities (as reasonably determined by Landlord), and such partial destruction
shall in no way annual or void this Lease, except that Tenant shall be entitled
to a proportionate reduction of Base Monthly Rent and additional rent from the
date of destruction until completion of the repairs, such proportionate
reduction to be based upon the extent to which the making of such repairs shall
interfere with the business carried on by Tenant in the Premises, in the
reasonable

                                    Page 12
<PAGE>

judgment of Landlord. For purposes of this paragraph "partial destruction" shall
mean destruction of no greater than one-third (1/3) of the replacement cost of
the Premises, including the replacement cost of the Tenant Improvements paid for
by Landlord. In the event the Premises are more than partially destroyed, or in
the event the repairs cannot be made in one hundred twenty (120) days or the
Premises are only partially destroyed but Landlord does not actually receive
insurance proceeds sufficient to repair the damage, Landlord or Tenant may elect
to terminate this Lease within fifteen (15) days of determination by Landlord of
the foregoing. Landlord shall not be required to restore Alterations or replace
Tenant's fixtures or personal property. In respect to any partial destruction
which Landlord is obligated to repair or may elect to repair under the terms of
this paragraph, the provision of Section 1932, Subdivision 2, and of Section
1933, Subdivision 4, of the Civil Code of the State of California and any other
similarly enacted statute are waived by Tenant and the provisions of this
paragraph 28 shall govern in the case of such destruction.

           B.  DESTRUCTION BY AN UNINSURED CASUALTY:  In the event of a total or
partial destruction of the Premises by an uninsured casualty, the Lease shall
automatically terminate, unless (i) Landlord elects to rebuild, and (ii) the
damage can be repaired within one hundred twenty (120) days.

           C.  DESTRUCTION DURING THE LAST YEAR OF THE LEASE TERM:  In the event
of an insured or uninsured casualty during the last year of the Lease Term which
would take more than sixty (60) days to repair, either Landlord or Tenant shall
have the right to terminate the Lease.

     29.   ASSIGNMENT OR SUBLEASE:

           A.  CONSENT BY LANDLORD: In the event Tenant desires to assign this
Lease or any interest therein including, without limitation, a pledge, mortgage
or other hypothecation, or sublet the Premises or any part thereof, Tenant shall
deliver to Landlord executed counterparts of any such agreement and of all
ancillary agreements with the proposed assignee or subtenant, financial
statements, and any additional information as reasonably required by Landlord to
determine whether it will consent to the proposed assignment or sublease. The
notice shall give the name and current address of the proposed
assignee/subtenant, proposed use of the Premises, rental rate and current
financial statement; and upon request to Tenant, Landlord shall be given
additional information as reasonably required by Landlord to determine whether
it will consent to the proposed assignment or sublease. Landlord shall then have
a period of fifteen (15) days following receipt of the foregoing agreement,
statements and additional information within which to notify Tenant in writing
that Landlord elects (i) to permit Tenant to assign or sublet such space to the
named assignee/subtenant on the terms and conditions set forth in the notice, or
(ii) to refuse consent. If Landlord should fail to notify Tenant in writing of
such election within said fifteen (15) day period, Landlord shall be deemed to
have elected option (i) above. Landlord's consent (which must be in writing and
in a form reasonably satisfactory to Landlord) to the proposed assignment or
sublease shall not be unreasonably withheld, provided and upon condition that:
(i) The proposed assignee or subtenant is engaged in a business that is limited
to the use expressly permitted under this Lease; (ii) The proposed assignee or
subtenant is a company with sufficient financial worth and management ability to
undertake the financial obligation of this Lease, and Landlord has been
furnished with reasonable proof thereof; (iii) The proposed assignment or
sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall
reimburse Landlord on demand for any costs that may be incurred by Landlord in
connection with said assignment or sublease, including the costs of making
investigations as to the acceptability of the proposed assignee or subtenant and
legal costs incurred in connection with the granting of any requested consent up
to a maximum amount of $5,000; and (v) Tenant shall not have advertised or
publicized in any way the availability of the Premises without prior notice to
Landlord. In the event all or any one of the foregoing conditions are not
satisfied, Landlord may, in its sole discretion, withhold its consent to the
proposed assignment or sublease.

                                    Page 13
<PAGE>

           B.  ASSIGNMENT OR SUBLETTING CONSIDERATION:  Any rent or other
economic consideration received by Tenant under any such sublease and assignment
in excess of the rent payable hereunder, after the net unamortized cost of the
Tenant Improvements for which Tenant has itself paid, and reasonable subletting
and assignment costs including lease commissions, shall be divided and paid
fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's
obligation to pay over Landlord's portion of the consideration shall constitute
an obligation for additional rent hereunder. The above provisions relating to
Landlord's right to terminate the Lease and relating to the allocation of bonus
rent are independently negotiated terms of the Lease, constitute a material
inducement for the Landlord to enter into the Lease, and are agreed as between
the parties to be commercially reasonable. No assignment or subletting by Tenant
shall relieve Tenant of any obligation under this Lease. Any assignment or
subletting which conflicts with the provisions hereof shall be void.

           C.  NO RELEASE:  Any assignment or sublease shall be made only if and
shall not be effective until the assignee or subtenant shall execute,
acknowledge and deliver to Landlord an agreement, in form and substance
satisfactory to Landlord, whereby the assignee or subtenant shall assume all of
the obligations of this Lease on the part of Tenant to be performed or observed
and shall be subject to all of the covenants, agreements, terms, provisions and
conditions contained in this Lease. Notwithstanding any such sublease or
assignment and the acceptance of rent by Landlord from any subtenant or
assignee, Tenant and any guarantor shall and will remain fully liable for the
payment of the rent and additional rent due, and to become due hereunder, for
the performance of all of the covenants, agreements, terms, provisions and
conditions contained in this Lease on the part of Tenant to be performed and for
all acts and omissions of any licensee, subtenant, assignee or any other person
claiming under or through any subtenant or assignee that shall be in violation
of any of the terms and conditions of this Lease, and any such violation shall
be deemed to be a violation by Tenant. Tenant shall further indemnify, defend
and hold Landlord harmless from and against any and all losses, liabilities,
damages, costs and expenses. (including reasonable attorney fees) resulting from
any claims that may be made against Landlord by the proposed assignee or
subtenant or by any real estate brokers or other persons claiming a commission
or similar compensation in connection with the proposed assignment or sublease.

           D.  EFFECT OF DEFAULT:  In the event of Tenant's default, Tenant
hereby assigns all rents due from any assignment or subletting to Landlord as
security for performance of its obligations under this Lease and Landlord may
collect such rents as Tenant's Attorney-in-Fact, except that Tenant may collect
such rents unless a default occurs as described in paragraph 22 and 24 above.
The termination of this Lease due to Tenant's default shall not automatically
terminate any assignment or sublease then in existence; at the election of
Landlord, such assignment or sublease shall survive the termination of this
Lease and, upon such election, the assignee or subtenant shall attorn to
Landlord and Landlord shall undertake the obligations of the Tenant under the
sublease or assignment; provided the Landlord shall not be liable for prepaid
rent, security deposits or other defaults of the Tenant to the subtenant or
assignee, or any acts or omissions of Tenant, its agents, employees, contractors
or invitees.

           E.  PERMITTED TRANSFERS:  Tenant may, without Landlord's prior
written consent, sublet the Premises or assign the Lease to: (i) a subsidiary,
affiliate, division or corporation controlled or under common control with
Tenant; (ii) a successor corporation related to Tenant by merger, consolidation,
non-bankruptcy reorganization, or government action; or (iii) a purchaser of
substantially all of Tenant's assets, provided, however, that the subtenant or
assignee has a net worth not less than the net worth of Tenant as of the date of
such transfer. For the purpose of this Lease, sale of Tenant's capital stock
through any public exchange shall not be deemed an assignment, subletting, or
any other transfer of the Lease or the Premises.

     30.   CONDEMNATION:  If any part of the Premises shall be taken for any
public or quasi-public use, under any statute or by right of eminent domain or
private purchase in lieu thereof, and only a part thereof remains which is
susceptible of

                                    Page 14
<PAGE>

occupation hereunder, this Lease shall as to the part so taken, terminate as of
the day before title shall vest in the condemnor or purchaser ("Vesting Date"),
and the Base Monthly Rent payable hereunder shall be adjusted so that the Tenant
shall be required to pay for the remainder of the Lease Term only such portion
of such Base Monthly Rent as the value of the part remaining after such taking
bears to the value of the entire Premises prior to such taking. If all of the
Premises, or such part thereof be taken so that there does not remain a portion
susceptible for occupation hereunder, this Lease shall thereupon terminate on
the Vesting Date. If a part or all of the Premises be taken, all compensation
awarded upon such taking shall go to the Landlord and the Tenant shall have no
claim thereto but Landlord shall cooperate with Tenant, without cost to
Landlord, to recover compensation for damage to or taking of any Alterations or
for Tenant's moving costs. Tenant hereby waives the provisions of California
Code of Civil Procedures Section 1265.130 and any other similarly enacted statue
are waive by Tenant and the provisions of this paragraph 30 shall govern in the
case of such destruction.

     31.   EFFECTS OF CONVEYANCE:  The term "Landlord" as used in this Lease,
means only the owner for the time being of the Premises so that, in the event of
any sale or other conveyance of the Premises, or in the event of a master lease
of the Premises, the Landlord shall be and hereby is entirely freed and relieved
of all covenants and obligations of the "Landlord" hereunder arising from and
after the conveyance, and it shall be deemed and construed, without further
agreement between the parties and the purchaser at any such sale, or the master
tenant of the Premises, that the purchaser or master tenant of the Premises has
assumed and agreed to carry out any and all covenants and obligations of the
Landlord hereunder. Such transferor shall transfer and deliver Tenant's security
deposit to the purchaser at any such sale or the master tenant of the Premises,
and thereupon the such transferor shall be discharged from any further liability
in reference thereto.

     32.   SUBORDINATION:  In the event Landlord notifies Tenant in writing,
this Lease shall be subordinate to any ground Lease, deed of trust, or other
hypothecation for security now or hereafter placed upon the real property of
which the Premises are a part and to any and all advances made on the security
thereof and to renewals, modifications, replacements and extensions thereof
provided that Tenant receives from the lender or other lien holder requesting
such subordination an agreement in writing providing that if the lien holder
acquires title to the real property on which the Premises are located, such
party shall not terminate this Lease so long as Tenant is not in default
hereunder, and such party shall recognize all of the rights of Tenant under this
Lease. Tenant agrees to promptly execute and deliver any documents which may be
required to effectuate such subordination. At the request of any lender, Tenant
agrees to execute and deliver any reasonable modifications of this Lease which
do not materially adversely affect Tenant's rights hereunder.

           Landlord shall attempt to deliver to Tenant a non-disturbance
agreement from the existing lender on the Building in a form reasonably
acceptable to the parties within sixty (60) days from the date of execution of
this Lease. In the event Landlord is unable to deliver the non-disturbance,
Tenant shall have the right to terminate the Lease by providing Landlord written
notice of such election within five (5) days following the expiration of such
sixty (60) day period.

     33.   WAIVER:  The waiver by Landlord of any breach of any term, covenant
or condition, herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. No payment by Tenant or receipt by Landlord of a lesser amount than any
installment of rent due shall be deemed to be other than payment on account of
the amount due. No delay or omission in the exercise of any right or remedy by
Landlord shall impair such right or remedy or be constructed as a

                                    Page 15
<PAGE>

waiver thereof by Landlord. No act or conduct of Landlord, including, without
limitation, the acceptance of keys to the Premises, shall constitute acceptance
of the surrender of the Premises by Tenant before the Expiration Date (only
written notice from Landlord to Tenant of acceptance shall constitute such
acceptance of surrender of the Premises). Landlord's consent to or approval of
any act by Tenant which require Landlord's consent or approvals shall not be
deemed to waive or render unnecessary Landlord's consent to or approval of any
subsequent act by Tenant.

     34.   HOLDING OVER:  Any holding over after the termination or Expiration
Date, shall be construed to be a tenancy from month to month, terminable on
thirty (30) days written notice from either party, and Tenant shall pay Base
Monthly Rent to Landlord at a rate equal to one hundred fifty percent (150%) of
the Base Monthly Rent due in the month preceding the termination or Expiration
Date plus all other amounts payable by Tenant under this Lease. Any holding over
shall otherwise be on the terms and conditions herein specified, except those
provisions relating to the Lease Term and any options to extend or renew, which
provisions shall be of no further force and effect following the expiration of
the applicable exercise period. Tenant shall indemnify, defend, and hold
Landlord harmless from all loss or liability (including, without limitation, any
loss or liability resulted from any claim against Landlord made by any
succeeding tenant) founded on or resulting from Tenant's failure to timely
surrender the Premises to Landlord and losses to Landlord due to lost
opportunities to lease the Premises to succeeding tenants.

     35.   SUCCESSORS AND ASSIGNS:  The covenants and conditions herein
contained shall, subject to the provisions of paragraph 29, apply to and bind
the heirs, successors, executors, administrators and assigns of all the parties
hereto; and all of the parties hereto shall be jointly and severally liable
hereunder.

     36.   ESTOPPEL CERTIFICATES:  Either party shall at any time during the
Lease Term, within ten (10) days following written notice from the other party,
be obligated to execute and deliver a statement in writing certifying (i) that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification); (ii) the date to which the rent and other
charges are paid in advance, if any; (iii) acknowledging that there are not, to
their knowledge, any uncured defaults hereunder or specifying such defaults if
they are claimed; and (iv) such other information as either party may reasonably
request. Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises. Tenant also agrees to provide the
most current three (3) years of audited financial statements within five (5)
days of a request by Landlord for Landlord's use in financing the Premises with
commercial lenders.

     37.   OPTION TO EXTEND THE LEASE TERM:

           A.  GRANT AND EXERCISE OF OPTION: Landlord hereby grants to Tenant,
upon and subject to the terms and conditions set forth in this paragraph, two
(2) options (the "Options") to extend the Lease Term for an additional term (the
"Option Term"), each Option Term shall be for a period of sixty (60) months.
Each such Option shall be exercised, if at all, by written notice to Landlord no
earlier than the date that is thirty (36) months prior to the Expiration Date
but no later than the date that is thirty (30) months prior to the Expiration
Date. If Tenant exercises the Option, each of the terms, covenants and
conditions of this Lease except this paragraph shall apply during the Option
Term as though the expiration date of the Option Term was the date originally
set forth herein as the Expiration Date, provided that the Base Monthly Rent to
be paid by Tenant during the Option Term shall be the greater of (i) the Base
Monthly Rent applicable to the period immediately prior to the commencement of
the Option Term, or (ii) ninety five percent (95%) of the Fair Market Rental, as
hereinafter defined, for the Premises for the Option Term. Anything contained
herein to the contrary notwithstanding, if Tenant is in monetary or material
non-monetary default under any of the terms, covenants or conditions of this
Lease (after expiration of the applicable cure period) either at the time Tenant
exercises the Option or at any time thereafter prior to the commencement date of
the Option Term, Landlord shall have, in addition to

                                    Page 16
<PAGE>

all of Landlord's other rights and remedies provided in this Lease, the right to
terminate the Option upon notice to Tenant, in which event the expiration date
of this Lease shall be and remain the Expiration Date. As used herein, the term
"Fair Market Rental" for the Premises shall mean the rental and all other
monetary payments including any escalations and adjustments thereto (including
without limitation Consumer Price Indexing) then being obtained for new leases
of space comparable in age and quality to the Premises in the locality of the
Building that Landlord could obtain during the Option Term from a third party
desiring to lease the Premises for the Option Term based upon the current use
and other potential uses of the Premises. The appraisers shall be instructed
that the foregoing five percent (5%) discount off the Fair Market Rental is
intended to reduce comparable rents which include (i) brokerage commissions,
(ii) tenant improvement allowances, and (iii) vacancy costs, to account for the
fact that Landlord will not suffer such costs in the event Tenant exercises its
Option. The appraisers shall also be instructed to first attempt to utilize
comparables based on multi-story buildings, and if no such comparables are
available, to then utilize low-rise steel frame buildings in the Palo Alto,
Menlo Park and Mountain View marketplace.

           B.  DETERMINATION OF FAIR MARKET RENTAL:  If Tenant exercises the
Option, Landlord shall send to Tenant a notice setting forth the Fair Market
Rental for the Premises for the Option Term, on or before the date that is
twelve (12) months prior to the Expiration Date. If Tenant disputes Landlord's
determination of the Fair Market Rental for the Option Term, Tenant shall,
within thirty (30) days after the date of Landlord's notice setting forth the
Fair Market Rental for the Option Term, send to Landlord a notice stating that
Tenant either (i) elects to terminate its exercise of the Option, in which event
the Option shall lapse and this Lease shall terminate on the Expiration Date, or
(ii) disagrees with Landlord's determination of Fair Market Rental for the
Option Term and elects to resolve the disagreement as provided in paragraph
37(C) below. If Tenant does not send to Landlord a notice as provided in the
previous sentence, Landlord's determination of the Fair Market Rental shall be
the basis for determining the Base Monthly Rent to be paid by Tenant hereunder
during the Option Term. If Tenant elects to resolve the disagreement as provided
in paragraph 37(C) below and such procedures shall not have been concluded prior
to the commencement date of the Option Term, Tenant shall pay as Base Monthly
Rent to Landlord the Fair Market Rental as determined by Landlord in the manner
provided above. If the amount of Fair Market Rental as finally determined
pursuant to paragraph 37(C) below is greater than Landlord's determination,
Tenant shall pay to Landlord the difference between the amount paid by Tenant
and the Fair Market Rental as so determined in paragraph 37(C) below within
thirty (30) days after the determination. If the Fair Market Rental as finally
determined in paragraph 37(C) below is less than Landlord's determination, the
difference between the amount paid by Tenant and the Fair Market Rental as so
determined in paragraph 37(C) below shall be credited against the next
installments of rent due from Tenant to Landlord hereunder.

           C.  RESOLUTION OF A DISAGREEMENT OVER THE FAIR MARKET RENTAL:  Any
disagreement regarding the Fair Market Rental shall be resolved as follows:

               1.   Within thirty (30) days after Tenant's response to
Landlord's notice to Tenant of the Fair Market Rental, Landlord and Tenant shall
meet no less than two (2) times, at a mutually agreeable time and place, to
attempt to resolve any such disagreement.

               2.   If within the thirty (30) day period referred to in (i)
above, Landlord and Tenant can not reach agreement as to the Fair Market Rental,
they shall each select one appraiser to determine the Fair Market Rental. Each
such appraiser shall arrive at a determination of the Fair Market Rental and
submit their conclusions to Landlord and Tenant within thirty (30) days after
the expiration of the thirty (30) day consultation period described in (i)
above.

               3.   If only one appraisal is submitted within the requisite time
period, it shall be deemed to be the Fair Market Rental. If both appraisals are
submitted within such time period, and if the two appraisals so submitted differ
by less than ten percent

                                    Page 17
<PAGE>

(10%) of the higher of the two, the average of the two shall be the Fair Market
Rental. If the two appraisals differ by more than ten percent (10%) of the
higher of the two, then the two appraisers shall immediately select a third
appraiser who shall within thirty (30) days after his or her selection make a
determination of the Fair Market Rental and submit such determination to
Landlord and Tenant. This third appraisal will then be averaged with the closer
of the two previous appraisals and the result shall be the Fair Market Rental.

           4.  All appraisers specified pursuant to this paragraph shall be
members of the American Institute of Real Estate Appraisers with not less than
ten (10) years experience appraising office and industrial properties in the
Santa Clara Valley. Each party shall pay the cost of the appraiser selected by
such party and one-half of the cost of the third appraiser.

     38.   OPTIONS:  All Options provided Tenant in this Lease are personal and
granted to original Tenant and any permitted transferee pursuant to paragraph
29(E) of the Lease and are not exercisable by any other third party should
Tenant assign or sublet all or a portion of its rights under this Lease, unless
Landlord consents to permit exercise of any option by any assignee or subtenant,
in Landlord's sole discretion. In the event that Tenant hereunder has any
multiple options to extend this Lease, a later option to extend the Lease cannot
be exercised unless the prior option has been so exercised.

     39.   QUIET ENJOYMENT:  Upon Tenant's faithful and timely performance of
all the terms and covenants of the Lease and except as otherwise provided in
this Lease, Tenant shall quietly have and hold the Premises for the Lease Term
and any extensions thereof.

     40.   BROKERS:  Tenant represents it has not utilized or contacted a real
estate broker or finder with respect to this Lease other than CB Commercial and
Tenant agrees to indemnify and hold Landlord harmless against any claim, cost,
liability or cause of action asserted by any other broker or finder claiming
through Tenant. Landlord agrees to pay the commission to CB Commercial as
provided in a separate agreement between CB Commercial and Landlord.

     41.   LANDLORD'S LIABILITY:  If Tenant should recover a money judgment
against Landlord arising in connection with this Lease, the judgment shall be
satisfied only out of Landlord's interest in the Premises including the
improvements and real property and neither Landlord or any of its partners,
officers, directors, agents, trustees, shareholders or employees shall be liable
personally for any deficiency. And furthermore, Tenant expressly waives any and
all rights to proceed against the individual partners or the officers, directors
or shareholders of any corporate partner, except to the extent of their interest
in said limited partnership.

     42.   AUTHORITY OF PARTIES:  If Landlord or Tenant is a corporation, each
individual executing this Lease on behalf of said corporation represents and
warrants that he is duly authorized to execute and deliver this Lease on behalf
of said corporation, in accordance with a duly adopted resolution of the Board
of Directors of said corporation or in accordance with the by-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.

     43.   TRANSPORTATION DEMAND MANAGEMENT PROGRAMS:  Should a government
agency or municipality require Landlord to institute TDM (Transportation Demand
Management) facilities and/or program, Landlord and Tenant hereby agree that the
cost of TDM imposed capital costs required on the Premises, including but not
limited to employee showers, lockers, cafeteria, or lunchroom facilities, shall
be shall be amortized pursuant to paragraph 17 and any ongoing operational costs
or expenses associated with a TDM program, such as an on-site TDM coordinator,
which are required for the Premises shall be paid for by Tenant.

     44.   RIGHT OF FIRST OFFERING TO PURCHASE:  Landlord hereby grants

                                    Page 18
<PAGE>

Tenant a right of first offering to purchase the Premises. Prior to Landlord
offering to sell the Premises to a third party (other than the third parties
with existing rights), Landlord shall give Tenant written notice of such desire
and the terms and other information under which Landlord intends to sell the
Premises. Provided at the time of exercise, Tenant (i) is not in default and
(ii) fully occupies the Premises, Tenant shall have the option, which must be
exercised, if at all, by written notice to Landlord within ten (10) days after
Tenant's receipt of Landlord's notice, to purchase the Premises at the sales
price and terms of sale specified in the notice. In the event Tenant timely
exercises such option to purchase the Premises, Landlord shall sell the Premises
to Tenant, and Tenant shall purchase the Premises from Landlord in accordance
with the price and terms specified in Landlord's notice. Landlord and Tenant
shall, in good faith, attempt to reach agreement on the terms of a mutually
acceptable purchase agreement consistent with the terms set forth in Landlord's
notice within thirty (30) days of Landlord's notice. In the event (i) Landlord
and Tenant are unable to reach agreement on a mutually acceptable purchase
agreement within such thirty (30) day period or (ii) Tenant fails to exercise
Tenant's option within said ten (10) day period, Landlord shall have one hundred
eighty (180) days thereafter to sell the Building at no less than ninety percent
(90%) of the sales price and upon the same or substantially the same other terms
of sale as specified in the notice to Tenant. In the event Landlord fails to
sell the Premises within said one hundred eighty (180) day period or in the
event Landlord proposes to sell the Premises at less than ninety percent (90%)
of the sales price or on other material terms which are more favorable to the
prospective tenant than that proposed to Tenant, Landlord shall be required to
resubmit such offer to Tenant in accordance with this Right of First Offering.

           This Right of First Offering shall automatically terminate, (i) upon
the expiration or sooner termination of the Lease, or (ii) in the event of a
foreclosure or other involuntary transfer of Landlord's interest in the
Premises. Notwithstanding the forgoing, this Right of First Offering shall not
apply to transfers of all or a portion of the Premises to (i) John A. Sobrato
and/or John M. Sobrato (individually and collectively "Sobrato"), and (ii) any
immediate family member of Sobrato, and (iii) any trust established, in whole or
in art, for the benefit of Sobrato and/or any immediate family member of
Sobrato, (iv) any partnership in which Sobrato or any immediate family member,
either directly or indirectly (e.g., through a partnership or corporate entity
or a trust) retains a general partner interest, and/or (v) any corporation under
the control, either directly or indirectly, by Sobrato or any immediate family
member of Sobrato.

     45.   DISPUTE RESOLUTION:  Except for the failure by Tenant to timely pay
the Base Monthly Rent, any controversy, dispute, or claim of whatever nature
arising out of, in connection with, or in relation to the interpretation,
performance or breach of this agreement, including any claim based on contract,
tort, or statute, shall be resolved at the request of any party to this
agreement through a two-step dispute resolution process administered by JAMS or
another judicial and mediation service mutually acceptable to the parties
involving first mediation, followed, if necessary, by final and binding
arbitration administered by and in accordance with the then existing rules and
practice of the judicial and mediation service selected, and judgment upon any
award rendered by the arbitrator(s) may be entered by any State or Federal Court
having jurisdiction thereof.

     46.   MISCELLANEOUS PROVISIONS:

           A.  RENT:  All monetary sums due from Tenant to Landlord under this
Lease, including, without limitation those referred to as "additional rent",
shall be deemed to be rent.

           B.  THIS PARAGRAPH INTENTIONALLY LEFT BLANK:

           C.  PERFORMANCE BY LANDLORD:  If Tenant fails to perform any
obligation required under this Lease or by law or governmental regulation,
Landlord in its sole discretion may without notice and without releasing Tenant
from its obligations hereunder or waiving any rights or remedies, perform such
obligation, in which event

                                    Page 19
<PAGE>

Tenant shall pay Landlord as additional rent all sums paid by Landlord in
connection with such substitute performance including interest as provided in
paragraph 44(D) below within ten (10) days following Landlord's written notice
for such payment.

           D.  INTEREST:  All rent due hereunder, if not paid when due, shall
bear interest at the maximum rate permitted under California law accruing from
the date due until the date paid to Landlord.

           E.  RIGHTS AND REMEDIES:  All rights and remedies hereunder are
cumulative and not alternative to the extent permitted by law and are in
addition to all other rights and remedies in law and in equity.

           F.  SURVIVAL OF INDEMNITIES:  All indemnification, defense, and hold
harmless obligations of Landlord and Tenant under this Lease shall survive the
expiration or sooner termination of the Lease.

           G.  SEVERABILITY:  If any term or provision of this Lease is held
unenforceable or invalid by a court of competent jurisdiction, the remainder of
the Lease shall not be invalidated thereby but shall be enforceable in
accordance with its terms, omitting the invalid or unenforceable term.

           H.  CHOICE OF LAW:  This Lease shall be governed by and construed in
accordance with California law. Venue shall be Santa Clara County.

           I.  TIME:  Time is of the essence hereunder.

           J.  ENTIRE AGREEMENT:  This instrument contains all of the agreements
and conditions made between the parties hereto and may not be modified orally or
in any other manner other than by an agreement in writing signed by all of the
parties hereto or their respective successors in interest.

           K.  REPRESENTATIONS:  Tenant acknowledges that neither Landlord nor
any of its employees or agents have made any agreements, representations,
warranties or promises with respect to the demised Premises or with respect to
present or future rents, expenses, operations, tenancies or any other matter.
Except as herein expressly set forth herein, Tenant relied on no statement of
Landlord or its employee for that purpose.

           L.  HEADINGS:  The headings or titles to the paragraphs of this Lease
are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part thereof.

           M.  EXHIBITS:  All exhibits referred to are attached to this Lease
and incorporated by reference.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and
year first above written.

Landlord: SOBRATO DEVELOPMENT                Tenant: DIALOG INFORMATION
          COMPANIES                                  SERVICES, INC.

a California Limited Partnership             a California Corporation

By: /s/ Signature Illegible                  By: /s/ Signature Illegible
    -----------------------                      -----------------------

Its: Trustee of the General Partner          Its: President

                                    Page 20
<PAGE>

                             Exhibit "A"-Parcel Map


                               [EXHIBIT OMITTED]
<PAGE>

               Exhibit B - Tenancy in Common & Maintenance Agmt

                                                         FILED FOR RECORD
                                                         AT REQUEST OF

When Recorded Return To:
                                                         /s/ Sobrato Development
                                                         JUN 10 3 20 PM '89
John Paul Hanna, Esq.
525 University Avenue, Suite 705
Palo Alto, CA 94301                                      OFFICIAL RECORDS
                                                         SANTA CLARA COUNTY
                                                         LAURIE KAHZ

                  TENANCY IN COMMON AND MAINTENANCE AGREEMENT
            DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS,
                            AND GRANT OF EASEMENTS

     THIS AGREEMENT, DECLARATION AND GRANT, made on the date hereinafter set
forth, by SKYVIEW 2400-EL CAMINO REAL, a California limited partnership
("Skyview"), and SOBRATO DEVELOPMENT COMPANY 850, a California limited
partnership ("Sobrato"), is made with reference to the following facts:

     A.    Skyview owns property located in the City of Mountain View ("City"),
County of Santa Clara, consisting of Lots 3-I, 3-IIA, 3-IIB, 3-IIC, 4A, 4B, 5,
6A, 6B and 7 described on that subdivision map entitled "Tract No. 7813"
("Map"), which map was filed for record in the Office of the Recorder of Santa
  ---
Clara County, California, on the 10th day June, 1986, Book 561 of Maps, pages
1,2,3&4 (the "Skyview Property").
              ----------------

     B.    Sobrato owns Lot 1 described on the Map (the "Sobrato Property").

     C.    Sobrato and Skyview each own an undivided one-half (1/2) interest in
Lot 2 described on the Map. Lot 2 consists of a three (3) level underground
garage ("garage" or "garage property").

     D.    The parties intend to: (1) share use of the garage; (2) provide for
management of the garage; (3) impose upon their respective properties mutually
beneficial protective covenants, conditions and restrictions; and (4) grant
certain reciprocal easements over portions of their respective properties.

     NOW, THEREFORE, Skyview and Sobrato hereby declare that all of the property
described above shall be held, sold, leased, mortgaged, encumbered, rented,
used, occupied, improved and conveyed subject to the following declarations,
limitations, easements, restrictions, covenants, conditions, which are imposed
as equitable servitudes pursuant to a general plan for the development of the
property for the purpose of enhancing and protecting the value and desireability
of the property and every part thereof, and which shall run with the real
property and be binding on Sobrato and Skyview and their successors and assigns,
and on all parties having or acquiring any right, title or interest in or to the
described property or any part thereof, their heirs, successors and assigns, and
shall inure to the benefit of each owner thereof.

                                      -1-
<PAGE>

                                   ARTICLE I

                                    GARAGE

     1.1    CONSTRUCTION:  Sobrato shall construct the garage, at its expense,
pursuant to plans and specifications approved by Sobrato and Skyview and by the
City. Sobrato shall pay all bills incurred in the construction of the garage so
that title to Lot 2 shall be delivered to Sobrato and Skyview free from any lien
claims or encumbrances, together with a fully paid for CLTA title insurance
policy insuring fee title in the owners, free from liens and encumbrances.
Sobrato shall warrant the garage against material defects in design and
construction for a period of one (1) year from the date that notice of
completion is filed and title is transferred in undivided interests to Sobrato
and Skyview, whichever occurs later.

     1.2   MANAGEMENT:  Sobrato (the "managing owner") shall manage the garage,
and may hire a professional management company (the "manager") for this purpose
under a contract entered into after competitive bidding based on bids from two
(2) or more responsible bidders. The term of the contract shall not exceed one
(1) year. The managing owner may delegate any of its duties hereunder to the
manager. Sobrato shall serve as managing owner so long as the parties agree, and
when the owners no longer agree that Sobrato shall be the managing owner, other
arrangements satisfactory to Sobrato and Skyview shall be made.

     1.3   MAINTENANCE:  The managing owner shall be responsible for maintenance
of the garage, with the actual maintenance to be performed by the manager
described in section 1.2.

     1.4   INSURANCE:  The managing owner shall obtain the following insurance
on the garage and the appurtenances thereto:

           A.  CASUALTY:  So-called "fire and extended coverage, all risk"
insurance, with earthquake and flood endorsements, if reasonably available,
insuring the garage against loss for the full replacement value cost thereof,
containing a deductible not exceeding five percent (5%) of the replacement value
of the garage;

           B.  LIABILITY:  Comprehensive general liability insurance insuring
the owners of the garage and their tenants against liability for personal
injury, bodily injury, death, and damage to property occurring or resulting from
an occurrence in, on, or about the garage and its appurtenances, with combined
single limit coverage of Ten Million Dollars ($ 10,000,000); and

           C.  WORKERS' COMPENSATION:  Workers' compensation insurance as
required by statute.

     1.5   CONTRACTS:  The managing owner may enter into contracts including,
without

                                      -2-
<PAGE>

limitation, contracts for management, maintenance and security of the garage.

     1.6   DESTRUCTION AND REBUILDING:  If the garage improvements are
substantially damaged (more than fifty percent (50%) destroyed) or destroyed by
fire, earthquake or other catastrophe, the owners shall decide within a maximum
of three (3) months after the catastrophe whether to rebuild. If either owner
decides not to continue operations and desires not to rebuild the garage, and
the other owner desires or is required by the terms of any lease or mortgage
affecting the garage to rebuild the garage and to continue operations, the owner
deciding not to rebuild and continue operations shall remove all rubble from its
property and leave its lot landscaped according to a standard comparable to the
standard existing in the project just prior to the catastrophe, and the owner
electing to rebuild and continue operations shall be entitled to receive all of
the proceeds from the insurance policy covering the garage and to use that
proceeds to reconstruct the garage or such portion thereof as is necessary to
permit that owner to continue operations. Damage resulting in less than fifty
percent (50%) destruction shall be repaired in all cases.

     1.7   CONDEMNATION:  If in the event of the taking of all or any portion of
the garage, the proceeds of condemnation shall be distributed equally to the
owners subject to the rights of their mortgagees, if any.

     1.8   SECURITY:  The managing owner shall acquire and install the
surveillance equipment (television cameras) for maintenance of security in the
garage and the cost thereof shall be included in operating costs to be shared as
provided in section 1.9. Skyview and Sobrato shall each, at their own expense,
construct one (1) monitoring station for their respective use. The stations
shall be linked together for purposes of communication. Each party shall provide
its own monitoring and security guards, if desired, at its own expense. No owner
of the garage nor any of their agents, employees or tenants shall be liable to
any other owner or its agents, employees or tenants for failing to provide
security for the garage.

     1.9   COST SHARING:  Except as provided in section 1.8, all costs of
operation, maintenance, management, taxes, and insurance premiums relating to
the garage ("garage expenses") shall be borne by the fee title owner(s) of Lot 2
in proportion to their interest in Lot 2. The managing owner, in its reasonable
discretion, shall determine and cause to be collected from said owners of Lot 2,
reasonable reserves for capital improvements and extraordinary garage expenses.
The managing owner also shall prepare and deliver to the owners of Lot 2, not
less than forty-five (45) nor more than sixty (60) days before the beginning of
the calendar year a report consisting of: (1) estimated annual revenue and
garage expenses for the ensuing calendar year; (b) the

                                      -3-
<PAGE>

amount of the total cash reserves currently available; (c) the actual garage
expenses for the preceding calendar year; (d) the total garage assessment paid
by each owner during the preceding calendar year; and (e) the amount of
estimated monthly assessments to be paid by each owner during the ensuing
calendar year. If the report indicates that the actual garage expenses, plus
reserves, for any particular calendar year were not equal to the garage
assessments payable for such year by the owners of Lot 2 the difference shall be
paid by or to the managing owner within ten (10) days of the managing owner's
report, to the end that the managing owner shall receive from each owner of Lot
2 each year that owner's proportionate share of actual garage expenses, plus
reserves. The managing owner shall make available for inspection by any owner of
Lot 2, or its representative, at the property during normal business hours, the
books, records, and invoices supporting the garage assessments and payments
demanded for garage assessments. If any such inspection should disclose a
discrepancy of five percent (5%) or more, the managing owner shall pay all cost
of the inspection.

     1.10  TOWING OF AUTOMOBILES:  Certain parking spaces in the garage are
reserved for exclusive use of certain persons. The managing owner or the manager
are authorized to have any automobiles which are illegally or improperly parked
anywhere in the project towed at the expense of the owner of said vehicle. The
managing owner may hire any towing company to tow such cars.

     1.11  INCOME FROM PARKING FEES:  All income from fees charged to the public
for use of the garage shall be used for current expenses of maintenance,
operation, and insurance, and any surplus shall be deposited to a reserve
account for capital improvements and emergencies.

     1.12  CAPITAL COSTS:  In the event any extraordinary expenses or
expenditures for capital improvements are required, and the proceeds of current
operations and reserves are insufficient for such purpose, the managing owner
may require capital contributions to be made by the owners of Lot 2 in the same
ratio as provided for cost sharing in section 1.9.

     1.13  MANAGING OWNER:  The managing owner shall not be personally liable
for ordinary mistakes in judgment or for any conduct in his capacity as managing
owner except for active negligence or willful misconduct in managing the
operation and maintenance of the garage, or in selecting and supervising a
manager for the garage.

     1.14  PAYMENT OF COSTS:  On the first day of each calendar month the owners
of Lot 2 shall pay their respective shares of the monthly garage expenses upon
receipt of the monthly assessment from the manager. Any assessment not paid
within fifteen (15) days after the due date (as specified in the assessment)
shall be delinquent, shall bear

                                      -4-
<PAGE>

interest at the rate of twelve percent (12%) per annum from the due date until
paid, and shall incur a late payment penalty in the amount of ten percent (10%)
of the assessment. The owners of Lot 2 agree that a lien with a private power of
sale for a delinquent assessment, including interest, penalty and attorney's
fees, is hereby granted against the interest of said delinquent owner in Lot 2,
and that the lien may be enforced by sale of the delinquent owner's interest in
Lot 2 by the managing owner pursuant to the provisions of section 2924-2924h of
the California Civil Code applicable to the exercise of powers of sale in
mortgages and deeds of trust, or in any other manner permitted by law.

     1.15  WAIVER OF PARTITION:  Each party forever waives the right to bring
any partition action to divide lot 2 under Title 10.5 of Part II of the
California Code of Civil Procedure, or any successor partition statutes thereto.

                                  ARTICLE II

                                   EASEMENTS

     2.1   EASEMENTS FOR INGRESS AND EGRESS:  Skyview hereby grants to Sobrato
for the benefit of the Sobrato Property as the dominant tenement easements for
ingress and egress over Lot 3-I as the servient tenement and Sobrato hereby
grants to Skyview for the benefit of the Skyview Property as the dominant
tenement easements for ingress and egress over Lot 1 as the servient tenement.
Said easements are for pedestrian traffic only over the walkways and other
access routes located on the open space areas of said lots (those areas not
occupied by buildings).

     2.2   GARAGE PARKING AND USE:  The owners of Lot 2, their occupants,
tenants and invitees shall have rights of ingress and egress to and from and
parking within the garage (except in spaces reserved for the exclusive use of
the owners and occupants as provided in section 2.3), and to the extent required
for vehicular access to the garage, easements for ingress and egress over that
portion of Lots 1 and 3-I within paved driveways and garage entrances and exits.

     2.3   EXCLUSIVE USE OF PARKING SPACES:  Certain parking spaces in the
garage are reserved for the exclusive use of certain persons as provided in
Exhibit "A" attached hereto and incorporated by reference herein. In the event
that any owner of Lot 2 fails to pay its share of monthly garage expenses
("delinquency"), and should the delinquency continue for one hundred twenty
(120) days, all of the rights of said owner of Lot 2 and its successor, members,
tenants, and all other persons claiming rights in Lot 2 through said owner shall
be suspended and the manager shall be authorized to prevent access to the garage
and to the reserved spaces by all such parties. In the event that the owner of a
condominium, who belongs to a condominium association which is an owner of Lot
2,

                                      -5-
<PAGE>

fails to pay any amounts payable to the association in connection with the use
of the garage for a period of ten (10) days after the due date of such payment,
that association may immediately file a lien against the condminium interest of
the delinquent condominium owner pursuant to covenants, conditions and
restrictions encumbering the condominium, and may notify the manager of the
garage to suspend the parking privileges of the delinquent condominium owner.
Once parking privileges are suspended with respect to a person, the manager of
the garage may blockade the space assigned to such person to prevent its being
used until the delinquency is cured.

     2.4   DRAINAGE:  Reciprocal drainage and sewer facility easements are
granted over Lots 1, 2 and 3-I as a benefit and burden on each of these lots for
the flow of surface water, and for installation, inspection, maintenance,
repair, replacement, and removal of storm sewer and sanitary sewer facilities.
Said easements are limited to the open space areas of said lots which are not
occupied by buildings.

     2.5   UTILITIES:  Reciprocal utility easements are granted over Lots 1, 2
and 3-I as a benefit and burden on each of these lots for installation,
inspection, maintenance, repair, replacement and removal of water, electric,
gas, telephone, television and other utility facilities. Said reciprocal
easements are limited to the open space areas of said lots which are not
occupied by buildings.

     2.6   ENCROACHMENT EASEMENTS:  Reciprocal encroachment easements are
granted over Lots 1, 2 and 3-I as a benefit and burden on each of these lots for
purposes of accommodating any encroachment of foundations, and overhangs of
exterior walls, windows, and roofs which are built in accordance with the
original design, plans and specifications of the parties, or due to minor
engineering errors, minor errors in original construction, settlement or
shifting of the buildings, or similar clauses. There shall be valid easement for
the maintenance of said encroachments as long as they shall exist and the rights
and obligations of owner shall not be altered in any way by said encroachment,
settling or shifting. In the event a structure is partially or totally
destroyed, and then repaired or rebuilt, the owners of each adjoining lot agree
that minor encroachments over adjoining lots shall be permitted and there shall
be valid easements for the maintenance of said encroachments so long as they
shall exist.

     2.8   VIEW EASEMENT:  A view easement is granted over Lot 1 as the servient
tenement in favor of Lots 3-I, 3-IIA, 3-IIB, 3-IIC, 4A, 4B, 5, 6A, 6B and 7 as
the dominant tenements for preservation of the view over Lot 1 that will exist
upon completion of the proposed seven (7) story office building upon Lot 1 in
accordance with the final plans approved by the City. The purpose of this view
easement is to prohibit

                                      -6-
<PAGE>

additional construction on Lot 1 which would increase the height or mass of the
seven (7) story office building or which would take place within the open space
area of Lot 1.

     2.9   STRUCTURAL REPAIR EASEMENTS:  Reciprocal structural repair easements
are granted over Lots 1, 2, 3-I, 3-IIA, 3-IIB, 3-IIC, 4A, 4B, 5, 6A, 6B and 7 as
a benefit and burden on each of these lots for allowing such access over any
adjoining lot subject to this easement as may be reasonably necessary in order
to make any structural repairs to an improvement on a lot, provided that the
owner making such improvements or repairs to its lot shall fully reimburse the
owner of the adjoining lot for any damages thereto (including business
interruption or injuries to persons) resulting from the exercise of the easement
rights described herein.

     2.10  EASEMENTS TO ACCOMPANY CONVEYANCE OF LOT:  The easements described in
this Article II are permanent and appurtenant to the respective dominant
tenements, and shall automatically accompany the conveyance of any lot, even
though the description in the instrument of conveyance may refer only to the fee
title to the lot.

                                  ARTICLE III

                               USE RESTRICTIONS

     3.1   NUISANCES:  No noxious, illegal, or seriously offensive activities
shall be carried on upon any lot, or in any part of the property, nor shall
anything be done thereon which may be or may violate any law, rule or regulation
of any applicable governmental entity or any private covenant, condition, or
restriction affecting the garage become a nuisance to or which may in any way
interfere with the quiet enjoyment of each of the owners of his respective lot.

     3.2   LANDSCAPING:  Lots 1 and 3-I shall be landscaped in accordance with
plans and specifications submitted to and approved by the City. Landscaping
shall be installed within ninety (90) days of completion of buildings. After
installation, landscaping shall be maintained in a sightly and well-kept
condition by the owner, lessee, licensee or other occupant of the lot or its
agent, at its expense. All landscaped areas shall be irrigated with a system
designed for automatic operation.

     3.3   GROUND MAINTENANCE:

           A.  Grass, hedges, shrubs, vines and mass planting of any type on
each lot shall be kept trimmed and shall at regular intervals be mowed, trimmed
and cut so as to maintain the same in a neat and attractive manner. Trees,
shrubs, vines and plants which die shall be promptly removed and replaced with
living plants of like kind and quality.

           B.  No weeds, vegetation, rubbish, debris, garbage, objects, waste
materials, or materials of any kind whatsoever shall be placed or permitted to

                                      -7-
<PAGE>

accumulate upon any portion of a lot, which would render it unsanitary,
unsightly, offensive, or detrimental to any property in the vicinity thereof or
to the occupants of any such property in such vicinity.

           C.  No building material of any kind or character shall be placed or
stored upon any lot so as to be open to view by the public or neighbors, unless
such material will be used and is used within three (3) months for the
construction of buildings or structures upon the lot upon which the material is
stored.

     3.4   EXTERIOR LIGHT FIXTURES:  No exterior lighting fixture shall be
installed on any lot without adequate and proper shielding of the source of the
light. No exterior lighting fixtures shall be installed that may become a
nuisance to adjacent lots subject to his Declaration. Office lighting on Lot 1
shall be kept at a minimum during periods when the offices are not occupied to
minimize glare affecting the residential areas of the property.

     3.5   EXCAVATIONS:  No excavation for stone, gravel, sand, dirt or earth
shall be made on any portion of a lot, except for the construction of buildings,
walls, fences, foundations, structures, landscaping, swimming pools and other
improvements, plans and specifications for which excavations have been approved
by the City; provided, however, that the owners reserve the right to excavate,
fill and grade on any lot or on any portion thereof, or to do such other work of
improvement thereon as may be necessary to the construction and completion of
public improvements.

     3.6   CLOTHES LINES:  No exterior clothes lines shall be erected or
maintained and there shall be no outside laundering or drying of clothes. No
draping of towels, carpets, or laundry over railings shall be allowed.

     3.7   BALCONY STORAGE:  No storage on balconies shall be permitted. No
balcony shall be enclosed.

     3.8   PETS:  No pets shall be allowed in Lot 1. No pets shall be allowed in
Lot 3-I unless on a leash.

                                  ARTICLE IV

                                    GENERAL

     4.1   ENFORCEMENT:  Any owner shall have the right to enforce, by any
proceeding at law or in equity, all restrictions, conditions, covenants,
reservations, liens, and charges now or hereafter imposed by the provisions of
this Declaration, and in such action shall be entitled to recover reasonable
attorneys' fees as are ordered by Court. Failure by any owner to enforce any
covenant or restriction herein contained shall in no event be deemed a waiver of
the right to do so thereafter. Any owner alleged to be in

                                      -8-
<PAGE>

default of any provision hereof shall be given ten (10) days to cure any alleged
default before legal or disciplinary action may be taken. The owner(s) of both
properties and their tenants shall have the right to enforce or require
enforcement of this Agreement. This Agreement shall be binding upon and
enforceable against owners and all tenants of the owner(s).

     4.2   RECORDS:  The managing owner shall keep accurate and complete books,
ledgers and records regarding the management and maintenance of the garage,
which shall be open to inspection at all times by all owners on reasonable
notice. The managing owner shall render accountings as often as requested by the
other owner(s) and shall provide a complete annual accounting and report no
later than sixty (60) days after the close of the calendar year.

     4.3  TAXES:  The managing owner shall pay the property taxes promptly prior
to delinquency of installments.

     4.4  TERM:  The covenants and restrictions of this Declaration shall run
with and bind the Sobrato, Skyview and garage properties, and shall inure to the
benefit of and shall be enforceable by the owner of any such property subject to
this Declaration, its respective legal representatives, heirs, successors and
assigns, for a term of fifty (50) years from the date this Declaration is
recorded, after which time they shall be automatically extended for successive
periods of ten (10) years, unless an instrument in writing, signed by all of the
then owners of the lots, has been recorded within the year preceding the
beginning of each successive period of ten (10) years, agreeing to change said
covenants and restrictions in whole or in part, or to terminate the same.

     4.5   NOTICES:  Any notice permitted or required by this Declaration may be
delivered either personally or by mail. If delivery is by mail, it shall be
deemed to have been delivered seventy-two (72) hours after a copy of the same
has been deposited in the United States mail, first class or registered, postage
prepaid, addressed to the person to be notified at the current address given by
such person to the managing owner. Copies of any notices delivered hereunder
regarding any alleged default or other matters specifically requested shall be
given to any requesting lender that holds a first deed of trust against any lot
on the Map at the address that the lender has provided the managing owner.

     4.6   INVALIDITY OF ANY PROVISION:  Should any provision or portion hereof
be declared invalid or in conflict with any law of the jurisdiction where this
project is situated, the validity of all other provisions and portions hereof
shall remain unaffected and in full force and effect.

                                      -9-
<PAGE>

     4.7   SUCCESSORS IN INTEREST:  This Declaration and the covenants,
conditions, easements and agreements contained herein shall be binding upon and
inure to the benefit of the parties and their permitted assigns and permitted
successors in interest, including one or more owners' associations which any of
the owners may create and to which any of the owners may assign all or a portion
of their rights and obligations hereunder. In the event that Skyview assigns it
rights and obligations to one or more owners' associations or owners, said
associations and/or owners shall designate a single representative who shall
exercise the rights of the owner of a one-half (1/2) undivided interest in Lot 2
on behalf of the individuals and associations who collectively own the one-half
(1/2) interest initially owned by Skyview. The rights and duties hereunder are
appurtenant to the respective properties and any transfer of a fee interest in
the property encumbered by this Agreement (other than a lease or a transfer for
security purposes only) transfers the rights and duties. From and after the date
of such transfer, the transferor shall have no further rights or duties
hereunder provided that the transferor shall remain liable for any breach of its
duties hereunder that occurred before the transfer.

     4.8   RECIPROCAL INDEMNITY PROVISIONS:  Sobrato and Skyview each agree on
behalf of themselves and their respective agents, tenants, employees,
successors, and assigns, to forever release each other and their respective
agents, tenants, employees, successors, and assigns from all damages, claims,
causes of action, costs, liabilities, attorneys' fees, and expenses which are to
be covered by the insurance to be carried under this agreement or which are
actually compensated by insurance. Each party shall cause any insurance policy
carried by it to contain a valid waiver by the insurer of its right of
subrogation against all other parties thereto and said party's agents, tenants,
employees, successors, and assigns. Except as expressly set forth to the
contrary herein, Sobrato and Skyview each agree to hold the other party and its
agents, employees and contractors harmless from claims for injury and/or damage
arising out of their active negligence or wilfull misconduct.

     4.9   AMENDMENTS:  This Declaration may be amended by unanimous vote of the
owners of the property subject hereto. The owners agree to approve and adopt all
amendments reasonably required by the City of Mountain View and the Department
of Real Estate of the State of California. The provisions of section 2.3
pertaining to the exclusive use of certain parking spaces for certain persons
(as provided in Exhibit "A" attached hereto and incorporated by reference
herein) shall not be amended or revoked without the express written consent of
the City of Mountain View. Any amendment must

                                     -10-
<PAGE>

be recorded in the Recorder's Office of the County of Santa Clara. No amendment
shall adversely affect the rights of the holder of any mortgage of record prior
to the recordation of such amendment.

     4.10  COOPERATION:  Each party agrees to cooperate in making any revisions
to this Agreement that may be requested by any lender that holds or will hold a
first deed of trust on any lot shown on the Map, provided such revisions do not
materially affect any rights or duties hereunder.

SKYVIEW 2400-EL CAMINO REAL             SOBRATO DEVELOPMENT COMPANY 850
A California Limited Partnership        A California Limited Partnership

By: /s/ Walter J. Harrington            By: /s/ John Michael Sobrato
    ------------------------                ------------------------------------
    Walter J. Harrington                    John Michael Sobrato, A General
                                            Partner

                                        By: /s/ Robert Granum II
                                            ------------------------------------
                                            Robert Granum II, A General Partner

                                        By: /s/ John A. Sobrato
                                            ------------------------------------
                                            John A. Sobrato as Trustee for the
                                            John A. Sobrato and Susan A. Sobrato
                                            1979 Revocable Trust, A General
                                            Partner

DATED: JUNE 9, 1986

                                     -11-
<PAGE>

STATE OF CALIFORNIA      )      MARY K. FRENCH
                         )ss.   NOTARY PUBLIC-CALIFORNIA
COUNTY OF Santa Clara    )      SANTA CLARA COUNTY
                                My Comm. Expires July 31, 1988

     On June 9, 1986, before me, the undersigned, a Notary Public in and for
said State, personally appeared Walter J. Harrington, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person that
executed this instrument, on behalf of the partnership, and acknowledged to me
that the partnership executed it.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
in the County of Santa Clara the day and year in this certificate first above
written.

                                  /s/ Mary K. French
                                  _____________________________
                                  Notary Public, State of California

STATE OF CALIFORNIA      )      MARY K. FRENCH
                         )ss.   NOTARY PUBLIC-CALIFORNIA
COUNTY OF Santa Clara    )      SANTA CLARA COUNTY
                                My Comm. Expires July 31, 1988

     On June 9, 1986, before me, the undersigned, a Notary Public in and for
said State, personally appeared John Michael Sobrato, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person that
executed this instrument, on behalf of the partnership, and acknowledged to me
that the partnership executed it.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
in the County of Santa Clara the day and year in this certificate first above
written.

                              /s/  Mary K. French
                                   ____________________________
Notary Public, State of California

STATE OF CALIFORNIA       )      MARY K. FRENCH
                          )ss.   NOTARY PUBLIC-CALIFORNIA
COUNTY OF Santa Clara)    )      SANTA CLARA COUNTY
                                 My Comm. Expires July 31, 1988

     On June 9, 1986, before me, the undersigned, a Notary Public in and for
said State, personally appeared Robert Granum II, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person that
executed this instrument, on behalf of the partnership, and acknowledged to me
that the partnership executed it.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
in the County of Santa Clara the day and year in this certificate first above
written.

                                    /s/ Mary K. French
                                    ____________________________
                                    Notary Public, State of California

                                      -12-
<PAGE>

STATE OF CALIFORNIA      )
                         )ss.
COUNTY OF Santa Clara    )

     On June 9, 1986, before me, the undersigned, a Notary Public in and for
said State, personally appeared John A. Sobrato, Trustee, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person that
executed this instrument, on behalf of the partnership, and acknowledged to me
that the partnership executed it.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
in the County of Santa Clara the day and year in this certificate first above
written.


                                    /s/ Mary K. French
                                    __________________________________
                                    Notary Public, State of California


                                    MARY K. FRENCH
                                    NOTARY PUBLIC-CALIFORNIA
                                    SANTA CLARA COUNTY
                                    My Comm. Expires July 31, 1988

                                      -13-
<PAGE>

                  TENANCY IN COMMON AND MAINTENANCE AGREEMENT,
             DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS,
                             AND GRANT OF EASEMENTS

                                  EXHIBIT "A"

                                    PARKING

Two hundred sixty-six (266) parking spaces in the garage (Lot 2) are reserved
for the exclusive use of the owners and occupants of Lots 4A, 5, 6A, and 7. The
blocks of spaces identified in the three (3) pages attached hereto as Exhibit
"A-1" are as follows:


                         No. of
Lot No.                  Parking Spaces           Level
- -------                  --------------           -----

     4A                       96                  B & C
     5                        37                  A
     6A                       96                  B & C
     7                        37                  A

Declarant and the owners of Lots 4A, 5, 6A, and 7 hereby specifically reserve
the right at any time in the future to make specific assignments of parking
spaces within the block of spaces hereby assigned to a particular lot to the
condominium owners within each lot in accordance with a condominium declaration
and condominium plan to be filed of record.

Sixty (60) spaces located in the garage (Lot 2) are reserved for the exclusive
use of the owner(s), visitors and occupants of Lot 1 all of the time (24 hours
per day). The block of sixty (60) spaces are identified on Exhibit "A-2"
attached hereto.

An additional four hundred (400) parking spaces within the garage, which spaces
are identified on the three (3) pages attached hereto as Exhibit "A-3" attached
hereto, may be used by the owners, visitors and occupants of Lots 3-IIA, 3-IIB,
and 3-IIC, 4A, 5, 6A, and 7, between the hours of 6:00 P.M. and 7:30 A.M. on
business days, and at any time on weekends and holidays, which use will be
shared with the owner/occupants of Lot 1 during the same time. Said four hundred
(400) spaces are exclusively reserved for the use of the owner(s), visitors and
occupant(s) of Lot 1 between 7:30 A.M. and 6:00 P.M. on business days.
Prohibition of resident parking in these spaces during such hours is to be
strictly enforced if parking congestion occurs on surrounding streets or
properties which results from this project, as determined by the City of
Mountain View.

The four hundred sixty (460) total spaces provided for the use of Lot 1 owners,
visitors and occupants as provided above, are to be available at no charge (in
addition to rental and fees paid under the applicable lease or leases) to the
occupants of the office building on Lot 1.

All of the parking spaces located within Lot 3-1 are reserved for use by owners
and occupants of Lots 3-I, 3-IIA, 3-IIB and 3-IIC and 4A, 5, 6A and 7, and shall
be under the control of Skyview until conveyance of Lot 3-I to the owners of
Lots 4A, 5, 6A, and 7, or the condominium association at which time control
shall be assumed by the condominium association(s) created to manage Lots 4A, 5,
6A, and 7.
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                                   EXHIBIT B

                               SUBLEASED PREMISES
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                                   EXHIBIT C

                                COMMON USE AREAS
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                                   EXHIBIT D

                          FIFTH FLOOR EXPANSION SPACE
<PAGE>

                               [EXHIBIT OMITTED]
<PAGE>

                                   EXHIBIT E

                                  WORK LETTER

1.   SUBLESSEE'S INITIAL IMPROVEMENTS. Sublessee shall construct, furnish or
install within the Subleased Premises, at its sole cost and expense, in
compliance with its obligations under the Master Lease and the Sublease, all
improvements, equipment or fixtures that are necessary for Sublessee's use and
occupancy of the Premises (the "Sublessee's Initial Improvements"). The
construction, furnishing and installation of Sublessee's Initial Improvements,
is referred to herein as the "Improvement Work". The Improvement Work shall be
performed in accordance with the following provisions:

     a.   Sublessee will be responsible for delivery to Sublessee of the final
space plans, the basic engineering information and the final working drawings
and specifications with respect to the Improvement Work (collectively,
"Sublessee's Final Plans"). Sublessee shall cause all Sublessee's Final Plans to
be prepared by licensed architects, and where appropriate, licensed mechanical,
electrical and structural engineers.

     b.   Sublessee's Final Plans shall be subject to Sublessor's approval,
which approval shall not be unreasonably withheld. Sublessor shall approve or
reasonably disapprove of the same within seven (7) days of Sublessor's receipt
thereof. If Sublessor disapproves Sublessee's Final Plans, or any portion
thereof, Sublessor shall promptly notify Sublessee thereof and of the revisions
that Sublessor reasonably requires in order to obtain Sublessor's approval. As
promptly as reasonably possible thereafter, but in no event later than seven (7)
days after Sublessor's notice, Sublessee shall submit to Sublessor plans and
specifications incorporating the revisions reasonably required by Sublessor.
Said revisions shall be subject to Sublessor's approval, which shall not be
unreasonably withheld. This procedure shall be repeated until Sublessee's Final
Plans are finally approved by Sublessor and written approval has been received
by Sublessee. The final plans and specifications approved by Sublessor, shall be
referred to as the "Approved Plans".

     c.   Sublessee shall diligently obtain all building and other permits,
licenses and other approvals (collectively, "Permits") necessary to construct
the Improvement Work in compliance with all applicable laws, rules, codes,
standards and regulations (collectively, "Applicable Laws") prior to the
commencement of such work. Sublessee's Initial Improvements shall be diligently
constructed in compliance with the Approved Plans, with all of the terms and
conditions of the Master Lease and Sublease and with all Applicable Laws.

     d.   Prior to commencing construction, Sublessee shall deliver to Sublessor
evidence of insurance as called for hereinbelow and executed copies of the
applicable Permits for such work.

     e.   After final approval of the Approved Plans by Master Lessor and
Sublessor, Sublessee shall proceed promptly to commence performance of the
Improvement Work. Sublessee's contractors and subcontractors shall be acceptable
to and approved in writing by Sublessor, which approval shall not be
unreasonably withheld or delayed, except that Sublessee
<PAGE>

hereby agrees to use Newcomb Mechanical and Access Electric for its HVAC and
electrical contractors, respectively.

     f.   Sublessee shall hire its own general contractor ("Contractor") to
complete Sublessee's Initial Improvements, which Contractor shall provide labor
and materials bond(s) reasonably satisfactory to Sublessor and carry insurance
coverage in an amount and form and issued by a carrier reasonably satisfactory
to Sublessor, endorsed to show Sublessor as an additional insured. Sublessee
shall furnish to Sublessor a copy of the executed contract between Sublessee and
Contractor covering all of Sublessee's obligations under this EXHIBIT E.

     g.   Sublessor shall have the right to post in a conspicuous location on
Sublessee's Premises, as well as record with the county recorder, a Notice of
Nonresponsibility.

     h.   Sublessee shall, upon completion of its work, submit to Sublessor two
(2) complete sets of plans (one (1) reproducible) and specifications covering
all of the Improvement Work, including architectural, electrical, and plumbing,
as built.

2.   EVIDENCE OF COMPLETION OF IMPROVEMENT WORK. Upon the completion of the
Improvement Work, Sublessee shall:

     a.   Submit to Sublessor a detailed breakdown of Sublessee's final and
total construction costs, together with receipted evidence showing payment
thereof, satisfactory to Sublessor.

     b.   Submit to Sublessor certifications from Contractor and Sublessee's
architect that the Improvement Work has been substantially completed in
accordance with the Approved Plans.

     c.   Submit to Sublessor copies of final lien releases from all contractors
and subcontractors furnishing labor or services.

     d.   Submit to Sublessor all evidence reasonably available from
governmental authorities showing compliance with any and all other laws, orders
and regulations of any and all governmental authorities having jurisdiction over
the Subleased Premises, including, without limitation, authorization for
physical occupancy of the Subleased Premises.

     d.   Submit to Sublessor the as-built plans and specifications referred to
above.

3.   SUBLESSEE IMPROVEMENT ALLOWANCE. Subject to Sublessee's satisfaction of the
requirements of this PARAGRAPH 3, Sublessor shall provide Sublessee with a cash
tenant improvement allowance (the "Sublessee Improvement Allowance") in an
amount of up to Five Dollars ($5.00) per rentable square foot for the Subleased
Premises, which may be applied to payments in respect of architectural and
engineering fees, consultants, legal fees, moving expenses, equipment or
communication requirements and hard costs of construction in connection with the
Improvement Work.
<PAGE>

     a.   Sublessor shall make payment to Sublessee of an amount up to the
amount of the Sublessee Improvement Allowance due Sublessee, provided that, (i)
no default exists under the Sublease, (ii) no lien has been filed with respect
to the Improvement Work that has not been released, (iii) Sublessee is in
compliance with all Permits, (iv) all insurance required hereunder, under the
Master Lease and under the Sublease, is in full force and effect and (v)
Sublessee has submitted to Sublessor all items required pursuant to PARAGRAPH 2
above. Notwithstanding the foregoing, in the event that Sublessor withholds
payment of the Sublessee Improvement Allowance as a result of a default existing
under the Sublease, Sublessor shall pay to Sublessee the Sublessee Improvement
Allowance promptly after Sublessee has cured such default.

     b.   Sublessor shall not be obligated to make payments in excess of the
Sublessee Improvement Allowance. Sublessee shall bear and pay any and all costs
of the Improvement Work in excess of the Sublessee Improvement Allowance.

<PAGE>

                                                                  EXHIBIT 10.7.2

                                                                 LEASE AGREEMENT

1.   PARTIES
     -------

This lease, dated for reference purposes only, Friday, July 16, 1999, is made by
and between VANTAS - OFFICING SOLUTIONS WORLDWIDE, Lessor, and ANNUNCIO
SOFTWARE, hereinafter called Lessee.

2.   PREMISES
     --------

Lessee hereby leases from Lessor the premises described as 4900 Hopyard Road,
Suite #100, Pleasanton, CA 94588, OFFICE #38 A 126 SQ. FT., UNFURNISHED
EXTERIOR.

3.   TERM
     ----

(a)  A. SIX (6) MONTH term shall commence on JULY 26, 1999, and shall end on
JANUARY 31, 2000, unless renewed as provided in paragraph "3 (b)" herein.

(b)  Upon the ending term date set forth herein or the first extension thereof,
the Agreement shall be extended for the same period of time as the initial term
and upon the same terms and conditions as herein contained, unless either party
notifies the other in writing by certified or registered mail, return receipt
requested, or delivered by hand that the Agreement shall not be extended within
the period hereinafter specified or automatically renewed. Upon a second
extension thereof, the Agreement shall be extended for the same period of time
as the initial term, except for the amount of base rental charges, which shall
each be increased by seven percent (7%). If Lessee has less than three offices,
such notice shall be given at least 60 days prior to the expiration date of this
Agreement. If Lessee has three or more offices, such notice shall be given at
least 90 days prior to the expiration date of this agreement. Holdover - in the
event Lessee holds over beyond the end of the Lease term, the monthly recurring
charges shall be assessed at 150% their monthly rate and the holdover period
shall be for no less than one month.

4.   POSSESSION
     ----------

If Lessor for any reason whatsoever cannot deliver possession of the leased
premises to Lessee at the commencement of the term hereof, this shall not be
void or voidable, nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom, nor shall the expiration date of the above term be in any
way extended, but in that event, all rent shall be abated during the period
between the commencement of the term, as provided for in Paragraph 3
hereinabove, and the time Lessor delivers possession. In the event that Lessor
shall permit Lessee to occupy the leased premises prior to the commencement date
of the term, such occupancy shall be subject to all of the provisions of this
Lease Agreement. Such early possession shall not advance the termination date
hereinabove provided.

5.   RENT
     ----

Lessee agrees to pay Lessor the sum of $1000.00 per month plus $55.00 per phone
set for phone equipment rental per month due on the first day of each month. Any
installment of rent or any other recurring sums due from Lessee not received by
Lessor within five (5) days after such amount is due shall be assessed a late
charge equal to ten percent (10%) of such overdue amount plus $50.00. Clerical
Services and Other Services incurred shall be invoiced semi-monthly on the 15th
and last day of each month. Payment for said services are due and payable within
thirty (30) days of billing date. A late charge equal to two percent (2%) plus
$10.00 will be assessed on said services if payment is not received within
thirty (30) days of billing date. If an installment for rent or invoice for
services is overdue more than thirty (30) days, Lessor has the right to
discontinue all services upon the thirty-first (31st) day of delinquency.
Billing inquiries and/or change of address should be directed towards: VANTAS -
OFFICING SOLUTIONS WORLDWIDE, Attn: GENERAL MANAGER, 4900 Hopyard Rd., Suite
#100, Pleasanton, California 94588. In the event this Lease Agreement term
starts on a day other than the first of the month, the monthly recurring charges
shall be prorated for the current month and collected with the first full month
plus last month.

The monthly rental rate stated herein is predicated on providing office space
and services, as provided in Paragraphs 13 and 14, for ONE (1) PERSON(S).

Additional Reception Service  $100.00/each additional person - w/o voice mail
(receiving calls & callers)  $125.00/each additional person - with voice mail

Lessee hereby agrees to notify Lessor in writing no less than thirty (30) days
prior to addition of staff members for which Lessor will provide services.

                                                                     Page 1 of 5
<PAGE>

6.   PREPAID RENT & OPENING CHARGES
     ------------------------------

Concurrently with Lessee's execution of this Lease Agreement, Lessee shall pay
the Lessor the sum of:

     RECURRING CHARGES (1ST & LAST)
     ------------------------------

<TABLE>
<CAPTION>
     <S>                                                                                                <C>
     Office Rent (1st & last) (recurring charge)                                                        $2250.00
     Additional Users (1st & last) (recurring charge)                                                   $   0.00
     Furniture: Bringing in Theirs / Using ours "Complimentary" until arrival of own furniture
     (1st and last) (recurring charge)                                                                  $   0.00
     Mail Forwarding Service (1st & last) (recurring charge)                                            $   0.00
     Storage Rental (1st & last) (recurring charge)                                                     $   0.00
     Additional Voice Mail Box Rental ($25/each/month) (1st & last) (recurring charge)                  $   0.00
     Voice Mail Paging (1st & last) (recurring charge)                                                  $   0.00
     Phone Line Service - Dial Tone (1st & last) (recurring charge)                                     $ 240.00
     Phone Equipment Rental (1st & last) (recurring charge)                                             $ 165.00
     Speed Dial (1st & last) (recurring charge)                                                         $   0.00
     Conference Calling (1st & last) (recurring charge)                                                 $   0.00
     Call Forwarding (1st & last) (recurring charge)                                                    $   0.00
     Delayed Call Forwarding (1st & last) (recurring charge)                                            $   0.00
     Pacific Bell Directory Listing ($2/mo.) (1st & last) (recurring charge)                            $   6.00
     Copy Pkg. (1st) (recurring charge)                                                                 $   0.00
     Conference Pkg. (1st) (recurring charge)                                                           $   0.00
     Administrative Pkg. (1st) (recurring charge)                                                       $   0.00
     Secretarial Pkg. (1st) (recurring charge)                                                          $   0.00

     ONE-TIME / INSTALLATION CHARGES
     -------------------------------
     Administrative Start-up Fee (one-time charge)                                                      $ 200.00
     Additional Users Administrative Start-up Fee (one-time charge)
     Cleaning Fee ($200/Ofc.-less than 1 yr.) (one-time charge)                                         $ 250.00
     Furniture Move Fee (one-time charge)                                                               $   0.00
     Furniture Set-Up Fee (one-time charge)                                                             $  50.00
     Lobby Directory Listing (one-time charge)                                                          $ 100.00
     Key Deposit ($65/set X 1 Key Set(s)) (refundable)                                                  $  65.00
     Single Key Deposit ($33/key X (refundable)
     Storage Installation (one-time charge)                                                             $   0.00
     Voice Mail Installation (one-time charge)                                                          $   0.00
     Voice Mail Paging Installation (one-time charge)                                                   $   0.00
     Phone Line Installation (one-time charge)                                                          $ 480.00
     Fax/Modern Install (one-time charge)                                                               $ 370.00
     Phone Equipment Installation (one-time charge)                                                     $ 185.00
     Custom Phone Feature Installations (one-time charge) (Speaker/Speed Dial/Conference)               $  90.00

          TOTAL                                                                                         $4451.00
                                                                                                        --------
</TABLE>

* Phone Line Service represents monthly fee for dial tone. Phone Line Usage
- --------------------                                       ----------------
(outgoing calls) is a variable charge and will be billed semi-monthly, due
within 10 days of statement date.

7.   USE
     ---

The premises are to be used for sales and administrative purposes only.

8.   CONDITIONS.
     ----------

Lessee shall not disturb, annoy, endanger or inconvenience other tenants in the
building or suite, nor use the premises for any immoral, unlawful, or sleeping
purposes, nor violate any law or ordinance or commit waste, nuisance or damage
upon or about the property.

                                                                     Page 2 of 5
<PAGE>

9.   REPAIRS, MAINTENANCE AND ALTERATIONS
     ------------------------------------

Lessee shall at all times during the term hereof, at its sole cost and expense,
keep the premises and every part thereof in good condition and repair, except
damage thereto by fire, earthquake, act of God or the elements. Lessee hereby
waives the right to make repairs at Lessor's expense under any law, statute or
ordinance with respect thereto now or hereafter in effect. Unless otherwise
expressly provided herein, Lessor shall not be required to make any improvements
or repairs of any kind or character on or to the leased premises during the term
of this Lease Agreement. Lessee shall return, upon expiration of this Agreement
the premises in their original configuration, design, and condition to Lessor.
Lessee shall, at its own cost and expense, repair or replace any damage or
injury to the leased premises, or any part thereof, caused by Lessee or Lessee's
agents, employees, invitees, licensees, or visitors; provided, however, if
Lessee fails to make such repairs or replacements promptly, Lessor may, at its
option, make such repairs or replacements, and Lessee shall reimburse the cost
thereof to Lessor on demand, together with interest at the maximum annual rate
permitted by law from the date of such work.

If Lessee vacates the premises and leaves the premises in a condition requiring
painting, carpet cleaning, or other maintenance to restore the premises to
leasable condition, a minimum fee of $200.00 per office will be assessed and
confirmed in the termination meeting (if conducted) or within 30 days of date of
vacancy.

Lessee agrees to keep a floor mat under any and all chairs with rollers/wheels
at all times to protect the carpeting.

10.  ABANDONMENT
     -----------

If Lessee abandons or vacates the premises, Lessor may at its option terminate
this Lease Agreement, re-enter the premises and remove all property.

11.  ESSENCE OF TIME
     ---------------

Time is of the essence of this Lease Agreement and all provisions hereof.

12.  INSURANCE
     ---------

Lessee shall indemnify and hold harmless Lessor as respects to any bodily injury
or property damage arising out of their operations and business conducted on
premises. Lessee shall maintain liability insurance in amounts no less than
$300,000 combined single limit for bodily injury and property damage. Lessee
shall provide Lessor with a certificate of insurance as evidence of the above
conditions and Lessor shall be named as an additional insured.

13.  SERVICES
     --------

Included in the monthly rental specified in Paragraph 5 herein, Lessee shall be
entitled to the following clerical and administrative services:

Full-time Receptionist Service           Mail Processing Service
(8:30 a.m.-5:00 p.m., Monday-Friday      Incoming Mail Sorted
excluding holidays)                      Outgoing - daily mail 10 pcs.

Telephone Answering                      Voice Mail 24 hrs./day.
8:30 a.m.-5:00 p.m.                      7 days/week
Monday-Friday, by Receptionist,          Complimentary 150 Voice Mail Msgs./Box
(excluding holidays)                     Additional messages @ $.35/ea.

                                         Access to Office, Building, & Copier
                                         24 hrs./day, 7 days/week

Hourly Office Rental/                    Access to:
Conference Room Facilities               Secretarial Services
By Reservation                           8:30 a.m.-5:00 p.m.
6 HOURS/MONTH INCLUDED                   Monday-Friday,
(non-cumulative)                         (excluding holidays)
                                         (Billed as Utilized, see Exhibit B/C)

                                                                     Page 3 of 5
<PAGE>

Lessee hereby agrees all telephone equipment and line services will be
coordinated by Lessor

with Lessor's telephone vendor. Lessee shall not modify nor change outlets,
telephone sets, or jacks.

14.  SERVICES & NON-SERVICE ITEMS
     ----------------------------

Services and non-service items shall be invoiced semi-monthly on the 15th and
last day of each month. Payment for said services are due and payable within
thirty (30) days of billing date. A finance charge of 2% per month will be
assessed for all services and recurring charges unpaid beyond 30 days of the
invoice date.

In the event Lessee is delinquent in making payment to recurring and/or clerical
services beyond the grace period hereby stated, Lessor shall have the right to
process the charges delinquent plus late fees on Lessee's major credit card as
provided by Lessee on the Credit Application accompanying this Lease Agreement.

At the end of a term, all charges and credits will be applied. It is understood
freight bills and vendor charges may take up to 60 days to pass through Lessee,
therefore a 90-day period may be required to reimburse credits or conclude final
account balance.

If collection time is required due to delinquent account status a fee of
$45/hour will be assessed for administrative time at a minimum of $9.00 per
collection contact.

SERVICES
- --------

Secretarial Service                    Minimum billable unit 1/10
See Exhibit B/C for Rates              of an hour.

Word Processing (keyboarding)          Minimum billable unit 3/10
See Exhibit B/C for Rates              of an hour.
                                       Minimum per page 3/10
                                       of an hour (input).
                                       Editing - Minimum 2/10 of an hour.

Standard Turnaround - 1-3 pages (24 hrs.) 4 or more pages - turnaround
determined by VANTAS - OFFICING SOLUTIONS WORLDWIDE.

Lessee agrees that during the term of this Agreement and for six (6) months
after its termination will not offer employment to or hire any of the employees
of Lessor. If Lessee does not keep that agreement, Lessee will be liable to
Lessor for damages in the sum of twenty-five percent (25%) of the annual
compensation of each employee involved, it being mutually agreed by Lessee and
Lessor that this provision for liquidated damages is reasonable and that the
actual damage which would be sustained by Lessor as the result of a failure to
keep the agreement would be, from nature of the case, impracticable or extremely
difficult to fix.

Further, Lessee shall not provide, utilize, or sell any services or non-service
items, which are provided by VANTAS - OFFICING SOLUTIONS WORLDWIDE, as listed on
Exhibit B/C to other tenants or clients of VANTAS - OFFICING SOLUTIONS
WORLDWIDE, or for any other person or company.

Lessee shall not contract with an independent contractor, temporary personnel
agency, or individual for the purpose of providing secretarial, word processing,
or any services VANTAS - OFFICING SOLUTIONS WORLDWIDE provides.

If Lessee wishes to employ an administrative assistant or clerical staff member,
it is with the understanding an additional office must be leased from Bay
Business Centers, Inc. and prior written approval is obtained from VANTAS -
OFFICING SOLUTIONS WORLDWIDE for its use.

                                                                     Page 4 of 5
<PAGE>

15.  NOTICES
     -------

In every instance where it shall be necessary or desirable for the Lessee to
serve any notice or demand upon the Lessor, such notice or demand shall be sent
by United States "Registered" or "Certified" mail, postage prepaid, addressed
to:

                             ATTN: GENERAL MANAGER
                     VANTAS - OFFICING SOLUTIONS WORLDWIDE
                        4900 Hopyard Road., Ste., #100
                             Pleasanton, CA 94588

or at such other address of Lessor, as may appear on the records of Lessee. Any
notice or demand to be given by the Lessor to the Lessee shall be effective if
mailed to (Lessee's administrative office):

                        Mr. Jeff Bailey, Sales Manager
                               ANNUNCIO SOFTWARE
                      2440 West El Camino Real, Ste. #300
                              Mt. View, CA 94040

Notice mailed as aforesaid shall be deemed to have been served at the time of
postal meter cancellation date.

16.  OCCUPANCY/USE OF PREMISES
     -------------------------

Lessee shall not assign this Lease nor permit the occupancy or use of any part
thereof without the written permission of Lessor.

Lessee will not install or maintain a coffee maker or copier machine in Lessee's
office. Lessee further acknowledges smoking is not permitted within the suite
and must be restricted to outside of the suite.

17.  ATTORNEYS FEES
     --------------

In an event of any legal action or proceeding brought by either party against
the other under this Lease Agreement, the prevailing party shall be entitled to
recover all its costs and expenses, including without limitation the fees and
costs of appeal, if any, of its attorneys of such action or proceeding in such
amount as is reasonable.

<TABLE>
<S>                           <C>
LESSEE:                       LESSOR:
ANNUNCIO SOFTWARE             VANTAS - OFFICING SOLUTIONS WORLDWIDE

By: /s/ Kris Robinson         By: ____________________
    -----------------------
Title: Asst. Office Manager   Title: General Manager and/or Operations Manager
       --------------------
Name Printed: Kris Robinson   Name: Kathryn Ryder Hansen and/or Jennifer M. Dubois
              -------------
</TABLE>

                                                                     Page 5 of 5

<PAGE>

                                                                  EXHIBIT 10.7.3

                                   SUB-LEASE

     THIS SUB-SUBLEASE (the "Sub-Sublease") is entered into as of the 1st day of
FEB, 2000, by and between Agresso Corp., a California corporation ("Agresso"),
as sub-sublessor, and Annuncio Software, Inc., a California corporation
("Annuncio"), as sub-sublessee with respect to the following facts:

                                    Recitals

     A.   The Dialog Corporation, a California corporation formerly Dialog
Information Services, Inc., a California corporation ("Dialog") entered into
that certain Lease dated March 10, 1994 (the "Master Lease") with The Sobrato
1979 Trust, a California limited partnership, formerly Sobrato Development
Companies #850, a California limited partnership ("Master Landlord") pursuant to
which Dialog leased the premises consisting of the building (the "Building")
containing 133,500 square feet of space and commonly known as 2440 El Carmino
Real, Mountain View (the "Master Lease Premises"). A copy of the Master Lease is
attached hereto as Exhibit A. Except as otherwise set forth herein, capitalized
                   ---------
terms used herein shall have the same meanings as such terms have in the Master
Lease.

     B.   Agresso and Dialog entered into that certain Sublease (the "Original
Sublease") dated March 26, 1998, pursuant to which Dialog subleased to Agresso a
portion of the Master Lease Premises consisting of 9,319 rentable square feet of
space on the first and fifth floors of the Building (the "Agresso Premises"). A
copy of the Original Sublease is attached hereto as Exhibit B.
                                                    ---------

     C.   Agresso desires to sub-sublease the Agresso Premises to Annuncio, and
Annuncio desires to sub-sublease the Agresso Premises from Agresso, pursuant to
the terms and conditions set forth in this Sub-Sublease.

     Now, therefore, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Agresso and Annuncio agree as follows:

     1.   SUBLEASE.
          --------

     Agresso leases to Annuncio and Annuncio hires from Agresso the Agresso
Premises. The Premises are delivered to Annuncio in their present "as-is"
condition, without the construction of any tenant improvements.

     2.   TERM.
          ----

     The term ("Term") of this Sub-Sublease shall commence on the later to occur
of February 1, 2000 or the date Master Landlord and Dialog have consented to
this Sub-Sublease (the "Commencement Date") and shall expire on January 22,
2005, subject to the earlier termination as provided herein.

                                      -1-
<PAGE>

     3.   RENT.
          ----

     Annuncio shall pay to DIALOG Basic Rent as provided below and Additional
Rent in monthly installments as required under the Original Sublease.

<TABLE>
<CAPTION>
Period                       Basic Rent/Master  Rate/Sq. Ft.
- ------                       -----------------  ------------
<S>                          <C>                <C>
Commencement Date-3/14/00           $27,025.10         $2.90
3/15/00-3/14/01                     $27,957.00         $3.00
3/15/01-3/14/02                     $28,888.90         $3.10
3/15/02-3/14/03                     $29,820.80         $3.20
3/15/03-3/14/04                     $30,752.70         $3.30
3/15/04-1/22/05                     $31,684.60         $3.40
</TABLE>

     Notwithstanding the foregoing, and without limitation, Annuncio shall not
be required to pay Agresso any penalties (whether in the form of late charges,
interest penalties, or other similar charges) required to be paid under the
Original Sublease by Agresso, to the extent such penalties become due as the
result of the negligence or other misconduct of Agresso or as the result of the
failure of Agresso to comply with the terms and conditions of the Master Lease
or this Sub-Sublease.

     4.   SUBLEASE CONSIDERATION AND TRANSFER OF WORK STATIONS.
          ----------------------------------------------------

     UPON SIGNATURE HEREOF, ANNUNCIO WILL PAY AGRESSO $50,000 DEPOSIT AND ITEMS
LISTED BELOW .

     Upon receipt of Master Landlord's and Dialog's consent to this Sub-
Sublease, Annuncio shall pay the following amounts to the parties indicated as
additional consideration for this Sub-Sublease:

          4.1  $175,000 to Agresso, which sum shall compensate Agresso
for costs incurred in connection with its original move to the Agresso Premises,
broken down as follow:

          Cost of construction initial tenant improvements   $ 93,200
          27 Workstations                                    $ 51,600
          Receptionist station                               $ 10,000
          Cabling costs                                      $ 13,000
          Miscellaneous                                      $  8,000
                                                             --------
                                                             $175,000

          4.2  $125,000 to Agresso, which sum represents the net present value
of the difference between the prevailing fair market rental value of the Agresso
Premises and the Basic Rent to be paid by Annuncio to Agresso (the "Bonus
Rent").

          4.3  $62,500 to Master Landlord, which sum represents one-half of the
Bonus Rent paid by Annuncio pursuant to section 4.2, above (the "Master Landlord
Payment"). By consenting to this Sub-Sublease, Master Landlord agrees that the
Master Landlord Payment constitutes the entire sum due to Master Landlord 29.B.
of the Master Lease, and that the Master Landlord Payment is not part of the
Bonus Rent paid hereunder, but is instead an additional payment made to ensure
that Agresso receives an amount equal to 100% of the Bonus Rent.

                                      -2-
<PAGE>

     In consideration of the payment described in section 4.1, above, Agresso
shall deliver to Annuncio the items described therein on the Commencement Date.
Agresso shall deliver 27 work stations, which work stations shall be purchased
                      --
by Annuncio (for the price set forth in section 4.1) "as is, where is," without
any representation or warranty of any kind other than that Agresso has free and
marketable title thereto. Agresso shall deliver to Annuncio an executed Bill of
Sale in the form attached hereto as Exhibit C concurrently with its receipt of
                                    ---------
the payment described in section 4.1. Annuncio shall pay the cost of any and all
taxes in connection with the delivery of the Bill of Sale.

     5.   ANNUNCIO DEPOSITS.
          -----------------

          5.1  Amount.

               (a) Upon the full execution of this Sub-Sublease, Annuncio shall
deliver to Agresso (1) (37,973.10), which sum shall represent Basic Rent plus
Services, Insurance & Tax for the first month of the Term, (2) a security
deposit ("Annuncio's Security Deposit") in the amount of $162,150.60, which
equals as security for the faithful performance by Annuncio of all of Annuncio's
obligations under this Sub-Sublease.

               (b)  Agresso shall comply with the provisions in Section 4.c of
the Original Sublease regarding the return to Annuncio of Annuncio's Security
Deposit after the end of the Term.

          5.2  Reduction of Annuncio Security Deposit.

               (a)  Provided that Annuncio is not then in default under this
Sub-Sublease, the Annuncio Security Deposit shall be reduced on each anniversary
of the Commencement Date by $27,025.10, which sum shall be paid by Agresso to
Annuncio within ten (10) days after each anniversary of the Commencement Date.

               (b)  Notwithstanding the provisions of paragraph 5.2.a, if
Annuncio's stock is involved in a public offering, Annuncio's Security Deposit
shall be reduced to $54,030.20. Any portion of Annuncio's Security Deposit in
excess of $54,030.20 shall be returned to Annuncio within ten (10) days after
the public offering of Annuncio's stock.

          5.3  Letter of Credit. In lieu of a cash Security Deposit,
simultaneously with the execution and delivery of this Sub-Sublease, Annuncio
may deliver to Agresso an irrevocable and unconditional standby letter of credit
made payable to Agresso, its successors and assigns, in the sum of Annuncio's
Security Deposit (the "Letter of Credit"), which shall secure the performance by
Annuncio of all obligations on the part of Annuncio hereunder. The Letter of
Credit shall include a provision reducing the amount thereunder consistent with
the reductions of Annuncio's Security Deposit as provided for in paragraph
5.2(a). In the event that the amount of Annuncio's Security Deposit is permitted
to be reduced pursuant to paragraph 5.2(b), Annuncio shall have the right to
substitute in place of the Letter of Credit a letter of credit identical to the
Letter of Credit in all aspects except that the amount thereof shall be
$54,030.20. The issuer of the Letter of Credit shall be a banking institution
with at least a rating of A and otherwise reasonably acceptable to Agresso.
Although Agresso shall only have the right to draw under the

                                      -3-
<PAGE>

Letter of Credit as set forth herein, under the terms of the Letter of Credit,
the sole condition to Agresso's draw upon the Letter of Credit shall be
presentment to the issuer thereof, prior to or on the expiration date, of a
demand for payment. The Letter of Credit shall be self-renewing from year to
year during the Sub-Sublease Term so as to expire no earlier than thirty (30)
days following the Sub-Sublease Term expiration date and shall contain such
other customary terms as Agresso requires in its reasonable discretion. It is
agreed: (i) that the Letter of Credit may be drawn upon to cure any default that
may exist, without prejudice to any other remedy or remedies that Agresso may
have on account thereof, and upon Agresso's demand, Annuncio shall reimburse the
issuer for the amount so drawn so that the Letter of Credit will be restored to
its original amount; (ii) that the Letter of Credit may be drawn upon if the
Letter of Credit has not been extended or renewed without amendment at least
thirty (30) days prior to any then-current expiration date thereof; (iii) that
if the rating of the issuer of the Letter of Credit at any time drops below A,
then, within sixty (60) days of Agresso's demand, Annuncio shall replace the
Letter of Credit with another Letter of Credit in a form reasonably acceptable
to Agresso and with an issuer with a rating of at least an A and otherwise
reasonable acceptable to Agresso and Agresso may draw on the existing Letter of
Credit if, after Agresso requests that Annuncio replace the Letter of Credit as
aforesaid, Agresso is not provided with a substitute Letter of Credit in a form,
and from an issuer, satisfactory to Agresso as provided above at least fifteen
(15) days prior to the then-current expiration date of the Letter of Credit; and
(iv) that the Letter of Credit shall be returned to Annuncio upon the later of
(a) thirty (30) days after the expiration of the Sub-Sublease Term, or (b) the
date Annuncio has vacated the Agresso Premises and surrendered possession
thereof to Agresso at the expiration of the Sub-Sublease Term as provided herein
and has paid Agresso all sums due and owing under this Sub-Sublease.

     6.   USE
          ---

     Annuncio shall use the Premises only for the uses permitted in the Original
Sublease, except as otherwise consented to in writing by Master Lessor and
Agresso.

     7.   OTHER PROVISIONS OF SUB-SUBLEASE
          --------------------------------

          7.1  Except as provided in this Sub-Sublease, all terms and conditions
of the Original Sublease are incorporated into and made a part of this
Sub-Sublease as if Agresso were the "Sublessor" thereunder and Annuncio the
"Sublessee" thereunder, except for the following: 2, 3(a)(i), the last sentence
of section 3(b), 4(a), 5, 7(e), 10, 14, 20 and Exhibit C. Additionally, the
first reference in section 7(d) of the Original Sublease to "Sublessor" shall be
deemed to refer to Dialog.

          7.2  Agresso represents to Annuncio that, as of the date of this
Sub-Sublease (i) the Master Lease and the Original Sublease are unmodified and
in full force and effect, (ii) Agresso is not in default under the Original
Sublease, (iii) no event has occurred or is occurring that would result in
Agresso's default under the Original Sublease, and (iv) to Agresso's knowledge,
neither the Master Lessor nor Dialog are in default under the Master Lease and
Dialog is not in default under the Original Sublease.

          7.3  Agresso represents to Annuncio that Agresso shall not, in a
manner that would materially and adversely affect Annuncio's rights under this
Sub-Sublease, voluntarily (i)

                                      -4-
<PAGE>

terminate the Original Sublease or (ii) amend or otherwise modify the terms of
the Original Sublease.

          7.4  Except as otherwise provided in this Sub-Sublease, Annuncio
agrees to observe, comply with, and perform, all of the terms and conditions
applicable to Agresso as Sublessee under the Original Sublease, except that the
obligation to pay Rent to Dialog under the Original Sublease shall be considered
performed by Annuncio to the extent and in the amount Rent is paid to Agresso in
accordance with this Sub-Sublease. Annuncio shall not commit or suffer any act
or omission that will violate any of the provisions of the Original Sublease.

          7.5  Agresso shall exercise due diligence in attempting to cause
Dialog to perform Dialog's obligations under and in accordance with the Original
Sublease, for the benefit of Annuncio. Notwithstanding any other provision of
this Sub-Sublease, if Dialog does not perform any of its obligations under and
in accordance with the Original Sublease, Agresso agrees at Annuncio's request
to enforce the terms of the Original Sublease against Dialog in accordance with
the Original Sublease. Agresso and Annuncio mutually agree to reasonably
cooperate with each other with respect to any such enforcement efforts,
proceeding or action.

          7.6  If the Original Sublease terminates, this Sub-Sublease shall
terminate and the parties shall be relieved of any further liability or
obligation under this Sub-Sublease, except as otherwise expressly provided in
the Original Sublease or this Sub-Sublease. Notwithstanding the preceding
sentence, if the Original Sublease terminates as a result of a default or breach
by Agresso or Annuncio under this Sub-Sublease and/or the Original Sublease,
then the defaulting party shall be liable to the nondefaulting party for the
damage suffered as a result of such termination.

          7.7  If the Original Sublease gives Agresso any right to terminate the
Original Sublease in the event of the partial or total damage, destruction, or
condemnation of the Agresso Premises or the Building or the Master Lease
Premises, the exercise of such right by Agresso shall not constitute a default
or breach hereunder; provided that Agresso shall give Annuncio written notice
(the "Termination Notice") of Agresso's intent to exercise such right of
termination at least thirty (30) days in advance of such exercise, and any such
exercise of the right to terminate by Agresso further shall be subject to
Annuncio's prior written approval, which shall not unreasonably be withheld. If,
within twenty (20) days after receiving the Termination Notice, Annuncio fails
to deliver to Agresso its written disapproval of such termination by Agresso
(Annuncio's approval shall not unreasonably be withheld), Annuncio conclusively
shall be deemed to have consented to such termination.

          7.8  Agresso acknowledges that if Annuncio pays the Rent to Agresso,
Agresso's failure to pay the Rent owing by Agresso to Dialog under the Original
Sublease would cause Annuncio to incur damages, costs, and expenses.
Accordingly, upon such failure, Annuncio shall have the right to pay directly to
Dialog the Rent owed by Agresso to Dialog under the Original Sublease, and to
deduct the same from the Basic Rent and Additional Rent due hereunder.

                                      -5-
<PAGE>

     8.   DEFAULT BY ANNUNCIO.
          -------------------

     If Annuncio shall be in default of any covenant of, or shall fail to honor
any obligation under, this Sub-Sublease, Agresso, upon giving any required
notice and subject to the right, if any, of Annuncio to cure any such default
within any applicable cure period, shall have available to it against Annuncio
all of the remedies available to Dialog under the Original Sublease in the event
of such a default on the part of Agresso thereunder.

     9.   CONDITION TO LEASE.
          ------------------

     The execution of this Sub-Sublease by Agresso and Annuncio shall not bind
either party unless Dialog and Master Landlord consent to this Sub-Sublease on
or before February 14, 2000.

     10.  INDEMNIFICATION.
          ---------------

          10.1  Agresso shall indemnify, defend and hold Annuncio harmless from
and against all costs, losses, damages, liabilities and expenses (including,
without limitation, reasonable legal counsel fees and disbursements) incurred by
Annuncio by reason of or arising out of (i) the use or occupancy of the Agresso
Premises by Agresso, or (ii) any act or failure to act by Agresso to perform or
comply with any of the agreements, terms covenants or conditions of the Original
Sublease or this Sub-Sublease to be performed or observed thereunder by Agresso.

          10.2  Annuncio shall indemnify, defend and hold Agresso harmless from
and against all costs, losses, damages, liabilities and expenses (including,
without limitation, reasonable legal counsel fees and disbursements) incurred by
Agresso by reason of or arising out of (i) the use or occupancy of the Agresso
Premises by Annuncio, or (ii) any act or failure to act by Annuncio to perform
or comply with any of the agreements, terms covenants or conditions of this Sub-
Sublease (including, without limitation, the agreements, terms covenants or
conditions set forth in the Original Sublease which are incorporated in this
Sub-Sublease) to be performed or observed by Annuncio).

          10.3  The foregoing indemnities shall survive any expiration or
termination of this Sub-Sublease.

     11.  BROKERS.
          -------

     Agresso represents that it has been represented only by Terry Haught and
Dave Heibert of Cornish & Carey as a real estate broker in this transaction.
Annuncio represents that it has been represented only by Jere Hench of Wayne
Mascia Associates as a real estate broker in this transaction. Agresso and
Annuncio shall each defend, indemnify and hold the other harmless from any claim
made by any broker other than those identified in this paragraph who is
asserting a right to a commission as a result of representing the indemnifying
party.

                                      -6-
<PAGE>

     12.  ADDRESS FOR NOTICES.
          -------------------

     Agresso's address for notices shall be as set forth in section 21 of the
Original Sublease. Annuncio's address for notices, shall be 2440 West El Camino
Real, Suite 300, Mountain View, CA 94040-1400, attn: K.K. Moller.
                                                     ------

     IN WITNESS WHEREOF, Agresso and Annuncio have executed this Sub-Sublease,
and this Sub-Sublease shall be effective, as of the date that Dialog and Master
Landlord consent in writing to this Sublease-Sublease.

AGRESSO                                      ANNUNCIO
- -------                                      --------

AGRESSO CORP., a California corporation      ANNUNCIO SOFTWARE, INC.,
                                             a California corporation

By /s/ K.K. Moller

Its PRESIDENT & CEO                          By /s/ Didier Moretti
    --------------------------               ------------------------------

By  K.K. Moller                              Its President & CEO
   ---------------------------               ------------------------------

Its___________________________               By ___________________________

                                             Its___________________________

Date Signed: FEB. 1st, 2000                  Date Signed: Feb 1, 2000
             --------------                               -----------

                                      -7-
<PAGE>

                                   EXHIBIT A

                                The Master Lease

                                      -8-
<PAGE>

                                   EXHIBIT B

                             The Original Sublease

                                      -9-
<PAGE>

                                   EXHIBIT C

                                The Bill Of Sale

     For good and valuable consideration, receipt of which is hereby
acknowledged, Agresso Corp., a California corporation ("Seller") hereby grants,
bargains, sells, conveys, assigns, and transfers to Annuncio Software, Inc., a
California corporation ("Buyer") the goods described in Schedule 1 attached
hereto and made a part hereof.

     Seller covenants and agrees that it is the lawful owner of the goods; that
the goods are free from all encumbrances; that Seller has the right to sell the
goods: and that Seller will warrant and defend the same against the lawful
claims and demands of all persons.

     This Bill of Sale is executed and made effective on FEB 1st, 2000.

                                    SELLER:

                                    AGRESSO CORP., a California corporation

                                    By: /s/ K.K. Moller
                                        -----------------------------------
                                    Name: K.K. Moller
                                          ---------------------------------

                                    Title: PRESIDENT & CEO
                                           --------------------------------

                                      -10-
<PAGE>

                           Schedule 1 to Bill of Sale
                           --------------------------

[number of, and indentifying information for, work stations should be listed
here]

27 Only TEKNION Cubicles

ASSORTMENT OF FILING DRAWERS & CABINETS

1 ONLY DISWASHER

12 BURGANDY CHAIRS

1 CONFERENCE ROOM TABLE.

AS PER ATTACHED DIAGRAM.


                                      -11-
<PAGE>

                                [CHART OMITTED]

                                 AGRESSO CORP.
                              2440 El Camino Real
                                 Mountain View
                                   CA 94040

                   Schematic of changes to the 5th Floor of
                              the Dialog Buildng

                                1st April 1998

<PAGE>

                                                                  EXHIBIT 10.7.4
                             HQ GLOBAL WORKPLACES

                        MASTER OFFICE SERVICE AGREEMENT

This Master Office Service Agreement ("Master Agreement") is dated November 1,
                                       ----------------
1999 and is entered into in New York, NY by and between HQ GLOBAL WORKPLACES,
INC. (hereinafter "HQ") and Annuncio Software (hereinafter "Client").
      ---------------                          -------------------

     1.   OFFICE. Client shall execute an Office Service Agreement ("Office
Agreement") for each HQ Global Workplaces center location where Client licenses
an Office and is provided services by HQ. Furthermore, each Office Agreement
shall be attached as a schedule to this Master Agreement. Furthermore, all of
the terms and conditions of each Office Agreement shall be incorporated into and
become part of this Master Agreement.

     Client shall, as part of the Base Services, be granted a license to use the
Office and shall have access to the Office twenty-four (24) hours a day, seven
(7) days a week. HQ agrees to provide office cleaning, maintenance services,
electric heating and air conditioning to the Office for normal office use in
such reasonable quantities and during such reasonable hours as shall be
determined by HQ or the Building. In addition, Client will have reasonable use
of HQ common area facilities during normal business hours. Client shall use the
Office and common areas of the HQ Global Workplaces center solely for general
office use in the conduct of the Client's business. HQ agrees, at its own cost
and expense, to furnish and to install furniture, fixtures and equipment that
are in HQ's sole opinion necessary to provide suitable office facilities for the
Client upon such terms and conditions routinely applicable to the facility;
provided that such furniture, fixtures and equipment shall remain HQ's property.

     If, for any reason whatsoever, HQ is unable to provide use of the Office or
a mutually agrees upon alternative Office at the time herein agreed, Client may
either extend the Commencement Date until the Office becomes available or, as
its sole remedy for such failure, cancel and terminate this Agreement if the use
of the Office is not available to Client within five (5) business days after
written notice to HQ by Client, in which case any prior payments shall be fully
refunded. No such failure to provide use of the Office shall subject HQ to any
liability for loss or damage, nor affect the validity of this Agreement or the
obligations of the Client hereunder.

     HQ will have the right to relocate Client to another office in the HQ
Global Workplaces center, and to substitute such other office for the Office
licensed hereby, provided such other office is substantially similar in area and
configuration to Client's contracted office and provided Client shall incur no
increase in the Monthly Base Office Fee or any relocation cost or expense.

     2.   SERVICES. HQ agrees, in consideration of the Monthly Base Office Fee,
to provide Base Services to Client as described in Schedule "A". From time to
time during the Term, HQ may, at its option, make other services available to
Client of the nature described in Schedule "B", at fees that are from time to
time established by HQ. Fees are subject to change at HQ's discretion, with
thirty (30) days written notice to the Client from the HQ Global Workplaces
center. HQ shall be under no obligation to provide Schedule "B" services if the
monthly cost thereof exceeds the Refundable Services Retainer. In the event
Client is in default of this Agreement, HQ may, at its option, cease furnishing
any and all services including telephone services.

     Client will not offer to any party in the HQ Global Workplaces center or
the Building, any of the services that HQ provides to its clients including, but
not limited to, the services described in Schedule "A" or "B".

     Client acknowledges that due to the imperfect nature of verbal, written and
electronic communications, neither HQ nor HQ's Landlord or any of its officers,
directors, employees, shareholders, partners, agents or representatives shall be
responsible for damages, direct or consequential, that may result from the
failure of HQ to furnish any service, including but not limited to the service
of conveying messages, communications and other utility or services required
under this Master Agreement, Office Service Agreement or agreed to by HQ.
Client's sole remedy and HQ's sole obligation for any failure to render any
service, any error or omission, or any delay or interruption with respect
thereto, is limited to an adjustment to Client's billing in an amount equal to
the charge for such service for the period during which the failure, delay or
interruption continues.

     WITH THE SOLE EXCEPTION OF THE REMEDY SET FORTH IN THIS PARAGRAPH, CLIENT
EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE ANY CLAIM FOR
DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR
PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR
OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF THE SAME.

     3.   DURATION OF AGREEMENT. This Master Agreement can be terminated by
either party upon thirty (30) days written notice provided such notice is in
accordance with section 8(G), if and only if all of the licenses for office
space granted in accordance with the attached schedules have expired or been
terminated.

     Upon any termination of this Master Agreement or any Office Agreement,
whether by lapse of time or otherwise, or upon any revocation of Client's
license herein granted, the Client shall cease all use of the Office, the HQ
Global Workplaces center and all services immediately. For each and every month
or portion thereof that Client continues use of the Office after the termination
of this Master Agreement or any Office Agreement by lapse of time or otherwise,
without the express written consent of HQ. Client shall pay HQ an amount equal
to two (2) times the Monthly Base Office Fee computed on a per-month basis for
each month or portion thereof that Client continues the use of the Office.

     4.   PAYMENTS AND ESCALATIONS. Client agrees to pay to HQ the Monthly Base
Office Fee plus applicable sales or use taxes, in advance, on the first day of
each calendar month during the initial Term and all extensions thereof, without
any deduction, offset, notice or demand. If the Commencement Date shall be other
than the first day of a month, fees for any such month shall be prorated.
Charges for any Schedule "B" service purchased by Client from HQ shall be due
and payable on the 10th of the month following the order for any such service.

     One year after the Commencement Date of an Office Agreement and each and
every anniversary date thereafter, the Monthly Base Office Fee will
automatically increase by an agreed upon percentage of the Monthly Base Office
Fee due for the month preceding such anniversary date. All Monthly Base Office
Fees and other sums payable hereunder shall be payable at the office of HQ or at
such other location or to any agent designated in writing by HQ. In addition to
any other sums due, Client shall pay monthly late charges equal to five percent
(5%) of all amounts that have not been paid to HQ within five (5) days of their
respective due dates. The parties agree that such late charges are fair and
reasonable compensation for costs incurred by HQ where there is

                                    1 of 5
<PAGE>

default in any payment due under this Master Agreement or an Office Agreement.

     Upon the execution of an Office Agreement, Client shall pay HQ or its agent
the Refundable Services Retainer. The Refundable Services Retainer need not be
kept separate and apart from other funds of HQ, no interest shall be paid
thereon, and may be used by HQ to provide Schedule "A" and "B" services under
this Master Agreement. In addition to the Refundable Services Retainer, Client
will, upon execution of an Office Agreement, pay to HQ the Total Fixed Monthly
Charges for the first full month of the initial Term.

     Client agrees that the Refundable Services Retainer shall not be used by
Client as payment for the Monthly Base Office Fee for the last month of the
Initial Term, or any extension thereof. In the event Client defaults in the
performance of any of the terms hereof, HQ may terminate this Master Agreement
and the license herein granted and may also use, apply or retain the whole, or
any part, of the Refundable Services Retainer for the payment of any service fee
or any other payment due hereunder, or for payment of any other sum that HQ may
spend by reason of Client's default. If Client shall, at the end of the term of
this Master Agreement, have fully and faithfully complied with all of the terms
and provisions of this Master Agreement, and surrendered all keys, access cards
and building passes, the Refundable Services Retainer, or any balance thereof,
shall be returned to Client within forty-five (45) days thereafter

     5.   DAMAGES AND INSURANCE. Client will not damage or deface the
furnishings, walls, floors or ceilings, nor make holes for the hanging of
pictures or make or suffer to be made any waste, obstruction or unlawful,
improper or offensive use of the Office or the common area facilities. Client
will not cause damage to any part of the Building or the property of HQ or
disturb the quiet enjoyment of any other licensee or occupant of the Building.
At the termination of this Master Agreement, the Office shall be in as good
condition as when Client commenced the use thereof, normal wear and tear
excepted. Client agrees to pay for repainting and cleaning fees for each Office
occupied less than twelve (12) months by Client, at a cost not to exceed Two
Hundred Fifty Dollars ($250.00) per Office. Client is responsible for costs of
repairing any damage to office or furniture and to return each office to HQ in
good condition. HQ will have the right, at any time and from time to time, to
enter the Office to inspect the same, to make such repairs and alterations as HQ
reasonably deems necessary, and the cost of any such repair resulting from the
act or omission of Client shall be reimbursed to HQ by Client upon demand. HQ
shall have the right to show the Office to prospective Clients, provided HQ will
use reasonable efforts not to disrupt Client's business.

     HQ or Client and its respective directors, licensors, officers, agents,
servants and employees shall not, to the extent permitted by law, except upon
the affirmative showing of HQ's or Client's gross negligence or willful
misconduct, be liable for, and Client or HQ waives all right of recovery against
such entities and individuals for any damage or claim with respect to any injury
to person or damage to, or loss or destruction of any property of Client or HQ,
its employees, authorized persons and invitees due to any act, omission or
occurrence in or about the HQ Global Workplaces center or the Building. Without
limitation of any other provision hereof, each party hereto hereby agrees to
indemnify, defend and hold harmless the other party hereto, and such other
party's officers, directors, employees, shareholders, partners, agents and
representatives from and against any liability to third parties arising out of,
in the case of Client as an indemnifying party, Client's use and occupancy of
the Office or any act or omission constituting gross negligence or willful
misconduct of Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers or invitees and, in
the case of HQ as an indemnifying party, any act or omission constituting gross
negligence or willful misconduct of HQ or HQ's officers, directors, employees,
shareholders, partners, agents or representatives. Subject to the foregoing,
Client assumes all risk of loss with respect to all personal property of Client,
its agents employees, contractors, and invitees, within or about the HQ Global
Workplaces center or the Building. Client acknowledges that it is the Client's
responsibility to maintain insurance to cover the risks set forth in this
paragraph.

     HQ and Client each hereby waive any and all rights of recovery against the
other, or against the directors, licensors, officers, agents, servants and
employees of the other, for loss of or damage to its property or the property of
others under its control, to the extent such loss or damage is covered by any
insurance policy.

     If the HQ Global Workplaces center is made unusable, in whole or in part,
by fire or other casualty not due to negligence of Client, HQ may, at its
option, terminate the Master Agreement upon notice to Client, effective upon
such casualty, or may elect to repair, restore or rehabilitate, or cause to be
repaired, restored or rehabilitated, the HQ Global Workplaces center, without
expense to Client, within ninety (90) days or within such longer period of time
as may be required because of events beyond HQ's control. The Monthly Base
Office Fee shall be abated on a per diem basis for the portions of the Office
that are unusable.

     6.   DEFAULT. Client shall be deemed to be in default under this Master
Agreement and all executed Office Agreements: (a) if Client defaults in the
payment of the Monthly Base Office Fee or other sums due or (b) if Client
defaults in the prompt and full performance of any other provision of this
Master Agreement or any executed Office Agreements and any such default
continues in excess of ten (10) business days after written notice by HQ.

     Should Client be in default hereunder, HQ shall have the option to pursue
any one or more of the following remedies without any additional notice or
demand whatsoever and without limitation to HQ in the exercise of any remedy:

     (1)  HQ may, if HQ so elects, without any additional notice of such
election or demand to Client, either forthwith terminate this Agreement and the
license to use any portion of the HQ Global Workplaces center, and may enter
into the Office and take and hold possession of the contents thereof, without
releasing Client, in whole or in part, from the Client's obligations hereunder.
In the event of such termination, HQ may, at its option, declare the entire.
amount of the Monthly Base Office Fee which would become due and payable during
the remainder of the term, to be due and payable immediately, in which event,
Client agrees to pay the same at once.

     (2)  Pursue any other remedy now or hereafter available to HQ. HQ's
exercise of any right or remedy shall not prevent it from exercising any other
right or remedy.

     7.   RESTRICTION ON HIRING. Client agrees that during the term of this
Master Agreement and within one (1) year of the termination of this Master
Agreement, neither Client nor any of its principals, employees or affiliates
will hire directly or as an independent contractor, any person who is at that
time, or was during the term of this Agreement, an employee of HQ. In the event
of a breach of any obligation of Client contained in this paragraph, Client
shall be liable to HQ for, and shall pay to HQ, on demand, liquidated damages in
the sum of $25,000.00 for each employee with respect to whom such breach shall
occur, it being mutually agreed that the actual damage that would be sustained
by HQ as the result of any such breach would be, from the nature of the case,
extremely difficult to fix and that the aforesaid liquidated damage amount is
fair and reasonable.

     8.   MISCELLANEOUS.

     A.   All amendments to this Agreement shall be in writing and signed by all
parties. Any other attempted amendment shall be void. The invalidity or
unenforceability of any provision hereof shall not affect the remainder hereof.

     B.   All waivers must be in writing and signed by the waiving party. HQ's
failure to enforce any provision of this Agreement or its acceptance of fees
shall not be a waiver and shall not prevent HQ from enforcing any provision of
this Agreement in the future. No receipt of money by HQ shall be deemed to waive
any default of Client or to extend, reinstate or continue the term hereof.

     C.   All Schedules and Addenda attached hereto are hereby incorporated
herein by this reference. The laws of the State in

                                    2 of 5
<PAGE>

which the HQ Global Workplaces center is located shall govern this Agreement.

     D.   All parties signing this Agreement as a partnership or cosigning
individuals shall be jointly and severally liable for all obligations of Client.

     E.   Neither Client nor anyone claiming by, through or under Client shall
assign this Master Agreement and Office Agreements or permit the use of any
portion of the HQ Global Workplaces center by any person other than Client;
provided, however, Client may assign this Master Agreement and Office Agreements
to an affiliated corporation of Client. In the event of any such permitted
assignment, Client shall not thereby be relieved of any of its obligations under
this Master Agreement or any Office Agreement.

     F.   The Rules and Regulations of the Building and of HQ as defined on
Schedule "C" hereto and any additional schedules that may be attached hereto are
expressly made a part of this Agreement and Client expressly covenants and
agrees to abide by all of such Rules and Regulations and such additional terms,
as well as such reasonable modifications to such Rules and Regulations as may be
hereafter adopted by HQ.

     G.   All notices hereunder shall be in writing. Notices to Client shall be
deemed to be duly given if mailed by registered or certified mail, postage
prepaid, overnight mail service or hand delivered with proof of delivery
addressed to Client at:

       CONTACT: JENNIFER CODE
       CLIENT NAME: ANNUNCIO SOFTWARE
       CLIENT ADDRESS 1: 2440 W. EL CAMINO REAL
       CLIENT ADDRESS 2: SUITE 300
       CLIENT CITY/STATE/ZIP: MOUNTAIN VIEW, CA 94040
       PHONE #: 650-314-6000
       FACSIMILE #: 650-314-6100

     Notice to HQ shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:.

Center Name:                  Madison Avenue at 57th
                              ----------------------
Street Center
- -------------
      Address 1:              590 Madison Avenue
                              ------------------
      Address 2:              21st Floor
                              ----------
      City, State, Zip:       New York, NY 10022
                              ------------------
      Attn: Center Manager
      Center Phone:           212-521-4000
                              ------------

WITH COPY TO:

               HQ GLOBAL WORKPLACES, INC.
               15950 NORTH DALLAS PARKWAY
               TOLLWAY PLAZA II, SUITE 400
               DALLAS, TX 75248
               ATTN: LEGAL DEPARTMENT

     H.   THIS MASTER AGREEMENT AND THE OFFICE AGREEMENTS ARE NOT INTENDED TO
CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF THE CLIENT,
BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. This
Master Agreement and an Office Agreement grant Client the license to use the HQ
Global Workplaces center and the Office for the specific purposes herein set
forth without diminution of the legal possession or control thereof by HQ and
shall be revocable at the option of HQ upon the destruction of the HQ Global
Workplaces center or the breach by Client of any term or condition herein set
forth. This Master Agreement and Office Agreement are subject and subordinate to
any underlying lease or contract of the Building or of the premises comprising
the Office or the HQ Global Workplaces center as such lease or contract may be
amended from time to time. (such underlying lease or contract together with any
amendments, is hereinafter referred to as the "Master Lease"). An Office
Agreement shall terminate simultaneously with the termination of the
corresponding HQ Global Workplaces center operation for any reason. Client is
not a party to nor shall Client have any rights under the Master Lease.

     I.   Client acknowledges that each HQ Global Workplaces center will comply
with U.S. Postal Service regulations regarding Client mail and, upon termination
of this Agreement, it will be Client's responsibility to notify all parties of
termination of the use of the above described address, assigned telephone number
and facsimile numbers. For a period of thirty (30) days after the termination of
this Agreement, HQ will, at Client's written request and cost, provide Client's
new telephone number and address to all incoming callers and will hold or
forward to Client once a week all mail, packages, and facsimiles.

     J.   HQ may assign this Agreement and/or any fees hereunder and Client
agrees to attorn to any such assignee.

     K.   In the event any dispute arises between HQ and Client concerning this
Master Agreement or any Office Agreement and the rights and obligations
hereunder HQ shall have the option, but not the obligation, of submitting the
matter to arbitration on an expedited basis, pursuant to the procedure
established by the American Arbitration Association in the metropolitan area in
which the Facility is located. The decision of the arbitrator shall be binding
on the parties. The non-prevailing party as determined by the arbitrator shall
pay the prevailing parties attorney's fees and costs of the arbitration.
Furthermore, if a court decision prevents or HQ elects not to submit this matter
to arbitration, then the non-prevailing party as determined by the court shall
pay the prevailing parties reasonable attorney's fees and costs.

     L.   This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

HQ GLOBAL WORKPLACES, INC.

By:  /s/ Jennifer Susser
     ------------------------
     Authorized Signature

     Jennifer Susser
     ---------------
     Print Name

Its: Center Manager
     --------------

CLIENT: ANNUNCIO SOFTWARE
        -----------------

By:  /s/ Didier Moretti
     -----------------------
     Authorized Signature

     DIDIER MORETTI
     --------------
     Print Name

Its: President & CEO
     ---------------

                                    3 of 5
<PAGE>

SCHEDULE "A"                           SCHEDULE "B"

BASE SERVICES                          ADDITIONAL SERVICES

 . Furnished Executive Office           Word Processing Services

 . Furnished and Decorated Reception    Secretarial Services

  Area

 . Professional Receptionist,           Facsimile Services

  Message Center, and Office

  Manager                              Copy and Binding Services

 . Use of Furnished, and Audio-Visual   Outgoing Mail & Express Delivery Services

  Equipped Conference Rooms, 4 hours   Additional Office Furniture

  per office per month at no charge    Specialized Equipment

  with a maximum of 4 hours per        Printing & Office Supplies

  company

 . Prestigious Business Address         Miscellaneous Purchasing Services

 . Building Lobby Directory Listing*    Catering & Beverage Services

 . Facsimile Number for Client's Use    Paging Services

 . Mail and Package Receipt             Telephone Equipment

 . Utilities and Janitorial Service     Specialized Telephone Services

 . Building Operating Expenses          Local & Long Distance Telephone Service

- - Courtesy Network Access              Excess Conference Room Usage

                                       Other Client Requested Services*

*Where available

                                        *Where available

                                    4 of 5
<PAGE>

                                 SCHEDULE "C"

                             RULES AND REGULATIONS

     1.  Client's employees and guests will conduct themselves in a businesslike
manner; proper business attire will be worn at all times; the noise level will
be kept to a level so as not to interfere with or annoy other clients and Client
will abide by HQ's directives regarding security, keys, parking and other such
matters common to all occupants.

     2.  Client agrees to use chair mats and desk pads in the Office(s) and any
damage from failure to use the same will be the responsibility of Client. Client
will not affix anything to the windows, walls or any other part of the Office(s)
or the HQ Global Workplaces center or make alterations or additions to the
Office(s) or the HQ Global Workplaces center without the prior written consent
of HQ.

     3.  Client will not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.

     4.  Client can only use public areas with the consent of HQ and those areas
must be kept neat and attractive at all times.

     5.  All corridors, halls, elevators and stairways shall not be obstructed
by Client or used for any purpose other than egress and ingress.

     6.  No advertisement or identifying signs, other than provided by HQ, or
other notices shall be inscribed, painted, or affixed on any part of the
corridors, doors or public areas.

     7.  Client shall not, without HQ's prior written consent, store or operate
in the Office(s) or the HQ Global Workplaces center any computer (excepting a
personal computer) or any other large business machine, reproduction equipment,
heating equipment, stove, radio, stereo equipment or other mechanical
amplification equipment, vending or coin operated machine, refrigerator or
coffee equipment, or conduct a mechanical business therein, do any cooking
therein, or use or allow to be used in the Building, oil burning fluids,
gasoline, kerosene for heating, warming or lighting. No article deemed hazardous
on account of fire or any explosives shall be brought into the HQ Global
Workplaces center. No offensive gases, odors or liquids will be permitted. No
fire arms will be permitted.

     8.  The electrical current shall be used for ordinary lighting purposes
only unless written permission to do otherwise shall first have been obtained
from HQ at an agreed cost to Client.

     9.  If Client requires any special installation or wiring for electrical
use, telephone equipment or otherwise, such wiring shall be done at Client's
expense by the personnel designated by HQ.

     10. Client may not conduct business in the hallways, reception area or any
other area except in its designated Office(s) without the prior written consent
of HQ.

     11. Client will bring no animals other than seeing-eye dogs in the company
of blind persons into the Building.

     12. Client shall not remove furniture, fixtures or decorative material
from the Office(s) without the written consent of HQ and such removal shall be
under the supervision and regulations of the HQ Global Workplaces center.

     13. Client will not use the HQ Global Workplaces center for manufacturing
or storage of merchandise except as such storage may be incidental to general
office purposes.

     14. Client will not occupy or permit any portion of the HQ Global
Workplaces center to be occupied or used for the manufacture, sale, gift or use
of liquor, narcotics or tobacco in any form.

     15. Client will not use the Office(s) for lodging or sleeping or for any
immoral or illegal purposes.

     16. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows of the HQ Global Workplaces center by Client nor shall any
changes be made on existing locks or the mechanisms thereof.

     17. Client shall, before leaving the Office(s) unattended for an extended
period of time, close and securely lock all doors and shut off all lights and
other electrical apparatus. Any damage resulting from failure to do so shall be
paid by Client.

     18. Canvassing, soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other purpose without
the prior written approval of HQ.

     19. All property belonging to Client or any employee, agent or invitee of
Client shall be at the risk of such person only and HQ shall not be liable for
damages thereto or for theft or misappropriation thereof.

     20. If Client does not remove any property belonging to Client from the HQ
Global Workplaces center by the end of the term, at the option of HQ, Client
shall be conclusively presumed to have conveyed such property to HQ under this
Agreement as a bill of sale without further payment or credit by HQ to Client
and HQ may remove the same and Client shall pay HQ all costs of such-removal
upon demand.

     21. Smoking shall be prohibited in all public areas, including conference
and training rooms. No smoking shall be permitted at any time in any area of the
HQ Global Workplaces center (including open offices and workstations); provided,
however, with the prior written consent of HQ, smoking shall be permitted in
Client's Office(s), but only with the door closed, and then only cigarette
smoking will be permitted so long as client provides an air filter device
acceptable to HQ, unless the entire Building has been designated non-smoking, in
which case smoking is not permitted in the Office(s). Cigar and pipe smoking are
prohibited in all areas of the HQ Global Workplaces center.

     22. Client will use only telecommunications systems and services as
provided by HQ. Client will pay to HQ a monthly equipment rental fee for the use
of each telephone instrument and voice lines. In the event HQ discontinues the
offering of long distance service, Client will provide its own long distance
service through a locally accessed long distance carrier.

     23. Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers, or invitees shall be
prohibited from participating in any type of harassment, verbal or physical in
the HQ Global Workplaces center for any reason.

HQ reserves the right to make such other rules and regulations as in its
judgement may from time to time be needed for the safety, care and cleanliness
of the offices. HQ shall have no responsibility to Client for the violation or
non-performance by any other HQ clients of any of the Rules and Regulations but
shall use reasonable efforts to uniformly enforce all Rules and Regulations.

                                    5 of 5
<PAGE>

                                  ADDENDUM TO
                        MASTER OFFICE SERVICE AGREEMENT
                                    BETWEEN
            HQ GLOBAL WORKPLACES, INC. AND ANNUNCIO SOFTWARE, INC.

This Addendum is made as of November _____, 1999, to Master Office Service
Agreement ("Agreement") by and between HQ Global Workplaces, Inc. ("HQ") and
Annuncio Software, Inc. ("Annuncio"). In consideration of the mutual promises
contained herein, the Agreement by and between HQ and Annuncio is modified as
follows:

1)   In Section 5, on page 2, the second paragraph, beginning "HQ or Client and
its respective directors ...", shall be deleted in its entirety and replaced by
the following:

          HQ or Client and its respective directors, licensors, officers,
          agents, servants and employees shall not, to the extent permitted by
          law, except upon the-affirmative showing of HQ's or Client's gross
          negligence or willful misconduct, be liable for, and Client and HQ
          waives all right of recovery against such entities and individuals for
          any damage or claim with respect to any injury to person or damage to,
          or loss or destruction of any property of Client or HQ, its employees,
          authorized persons and invitees due to any act, omission or occurrence
          in or about the HQ Global Workplaces Center or the Building. Without
          limitation of any other provision hereof, each party hereto hereby
          agrees to indemnify, defend and hold harmless the other party hereto,
          and such other party's officers, directors, directors, employees,
          shareholders, partners, agents and representatives from and against
          any liability to third parties, including Client's invitees and
          authorized persons, arising out of the, in the case of the Client as
          an indemnifying party, Client's use and occupancy of the Office or-any
          act or omission constituting gross negligence or willful misconduct of
          Client or Client's officers, directors, employees, shareholders,
          partners, agents, representatives, contractors, customers or invitees;
          and in the case of HQ as an indemnifying party, any act or omission
          constituting gross negligence or willful misconduct of HQ's officers,
          directors, employees, shareholders, partners, agents or
          representatives. Subject to the foregoing, Client assumes all risk of
          loss with respect to all personal property of Client, its agents
          employees, contractors, and invitees, within or about the HQ Global
          Workplaces Center or the Building. Client acknowledges that it is the
          Client's responsibility to maintain insurance to cover the risks set
          forth in this paragraph.

2)   In Section 6, on page 2, after the second paragraph, the following shall be
added in its entirety:

          If HQ is in default for full and prompt performance of any provision
          of the Master Agreement or any Office Agreement and any such default
          continues in excess of ten (10) business days after written notice
          from Client, Client may exercise any remedies available pursuant to
          the terms of this Agreement, at law or in equity.

3)   On page 2, Section 8(B) shall be deleted in its entirety and replaced by
the following:

          All waivers must be in writing and signed by all parties. The parties'
          failure to enforce any provisions of this Agreement or the acceptance
          of fees or use of the Office shall not be a waiver and shall not
          prevent the parties from enforcing any provision in the future.
<PAGE>

4)  On page 3, Section 8(E) shall be deleted in its entirety and replaced by the
following:

          Neither Client nor anyone claiming by, through or under Client shall
          assign this Master Agreement and Office Agreement or permit the use of
          any portion of the HQ Global Workplaces center by any person other
          than Client; provided, however, that Client may assign this Master
          Agreement and Office Agreements to an affiliated corporation of Client
          or pursuant to a corporate reorganization, merger or acquisition. In
          the event of any such permitted assignment, Client shall not thereby
          be relieved of any of its obligations under this Agreement or any
          Office Agreement.

5)  On page 3, Section 8(J) shall be deleted in its entirety and replaced by the
following:

          HQ may assign this Agreement and/or any fees hereunder, provided that
          any assignee agrees to abide by the terms of this Agreement, and
          Client agrees to attorn to any such assignee.

HQ GLOBAL WORKPLACES, INC.                 ANNUNCIO SOFTWARE, INC.

BY: /s/ Jennifer Susser                   BY: /s/ Didier Moretti
    -------------------------                 -------------------------
    AUTHORIZED SIGNATURE                      AUTHORIZED SIGNATURE

JENNIFER SUSSER                            DIDIER MORETTI
                                           --------------
CENTER MANAGER                             PRINTED NAME

                                           President & CEO
                                           ---------------
                                           TITLE
<PAGE>

                              HQ GLOBAL WORKPLACES
                             OFFICE SERVICE AGREEMENT

This Agreement is dated NOVEMBER 1, 1999 entered into in NEW YORK, NY (CITY &
                        ----------------                 ------------
STATE OF CENTER) for the MADISON AVENUE AT 57TH STREET (CENTER) located at 590
                         -----------------------------                     ---
MADISON AVENUE 21ST FLOOR NEW YORK, NY 10022 (CENTER ADDRESS) by and between HQ
- --------------------------------------------
Global Workplaces, Inc. (HEREINAFTER "HQ") and ANNUNCIO SOFTWARE (HEREINAFTER
                                               -----------------
"CLIENT").


HQ and Client agree that HQ shall grant to Client for and in consideration of
the agreements and fee(s) set forth herein and in the Master Office Service
Agreement dated NOVEMBER 1, 1999, a license to use the Office(s) as from time to
                ----------------
time designated by HQ and, in common with HQ's other clients. Client's license
to use HQ Global Workplaces' center and services, shall be in accordance with
the terms hereof and the Master Office Service Agreement. All of the terms and
conditions of the Master Office Service Agreement shall be included in and shall
control this Agreement. This Agreement shall be attached to and become part of
the Master Office Service Agreement.

I.  BASIC TERMS. Stated below are the basic terms of this Agreement and all
provisions of the Master office Service Agreement are to be read in accord
therewith:

          A.   Base Services: HQ's Complete Executive Office Program, including
               the use of executive offices complete with professional
               administrative staff and such other inclusive services are as
               defined in Schedule "A" (attached to the Master Office Service
               Agreement.)

          B.   Additional Services: Access to additional business services for
               purchase as needed by Client, including secretarial,
               administrative, telecommunications support and such other
               services are as defined in Schedule "B" (attached to the Master
               Office Service Agreement.)

          C.   Center Name: MADISON AVENUE AT 57TH STREET CENTER
                            ------------------------------------

          D.   Center Address: 590 MADISON AVENUE 21ST FLOOR NEW YORK, NY 10022
                               ------------------------------------------------

          E.   Office number(s): 2105, having a maximum occupancy capacity of 4
                                 ----                                         -
               person(s).

               # OF PERSONS        MONTHLY BASE
OFFICE #(S)    PER OFFICE          OFFICE FEE

2105           4                   $4,020.00
                                   $
                                   $
                                   $
                                   $
                                   $
TOTAL:                             $
- ------
OFFICES        PEOPLE

          F.   Commencement Date:             DECEMBER 1, 1999
                                              ----------------
          G.   Initial Term:                  6 MONTHS
                                              --------
          H.   End of Initial Term:           MAY 31, 2000
                                              ------------
          I.   Total Fixed Monthly Charges:   $4,470.00
                                              ---------
          J.   Refundable Services Retainer:  $6,705.00
                                              ---------


          K.   Automatic Annual Anniversary Renewal Increase of six (6%)
               percent.

          L.   Client represents and warrants to HQ that there are no agents,
               brokers, finders or other parties except GRUBB & ELLIS, ROB
               MCMULLEN, with whom Client has dealt who are or may be entitled
               to any commission or fee with respect to this Agreement unless
               noted in this section.

          M-a. Based upon a twelve, six or three month term, and upon the Ending
               of the Initial Term (as stated above), or any extension thereof,
               the term of this Agreement and the license herein granted shall
               be automatically extended for the same period of time as the
               Initial Term, upon the same terms and conditions as contained
               herein, unless either party gives notice to the other in writing
               to the contrary at least sixty (60) days prior to the End of
               Initial Term if Client has licensed the use of two (2) or less
               offices or (90) days if Client has licensed the use of three (3)
               or more offices.

Or

          M-b. Based upon a one month term, and upon the Ending of Initial Term
               (as stated above), this Agreement and the license herein granted
               shall be automatically extended for the same period of time as
               the Initial Term, upon the same terms and conditions as contained
               herein, unless either party gives notice to the other in writing
               to the contrary at least thirty (30) days prior to the End of the
               Initial Term.

                                    1 of 2
<PAGE>

All notices hereunder shall be in writing. Notices to Client shall be deemed to
be duly given if mailed by registered or certified mail, postage prepaid,
overnight mail service or hand delivered with proof of delivery addressed to
Client at:

     Contact:                    JENNIFER CODE
                                 -------------
     Client/Company Name:        ANNUNCIO SOFTWARE
                                 -----------------
     Client Address 1:           2440 W. EL CAMINO REAL
                                 ----------------------
     Client Address 2:           SUITE 300
                                 ---------
     Client City, State, Zip:    MOUNTAIN VIEW, CA 94040
                                 -----------------------
     Phone:                      650-314-6000
                                 ------------

Notice to HQ shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:

     Center Name:                MADISON AVENUE AT 57TH STREET CENTER
                                 ------------------------------------
     Address 1:                  590 MADISON AVENUE
                                 ------------------
     Address 2:                  21ST FLOOR
                                 ----------
     City, State, Zip:           NEW YORK, NY 10022
                                 ------------------
     Attn:                       CENTER MANAGER
                                 --------------
     Center Phone:               212-521-4000
                                 ------------

This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same instrument.

HQ GLOBAL WORKPLACES, INC.                   CLIENT: ANNUNCIO SOFTWARE
                                                     -----------------

By: /s/ Jennifer Susser                      By: /s/ Didier Moretti
    _______________________                      ___________________________
    Authorized Signature                         Authorized Signature

Jennifer Susser                              DIDIER MORETTI
- ---------------                              --------------
Print Name                                   Print Name

Its: Center Manager                          Its: President & CEO
     --------------                               ---------------

                                             IF A PARTNERSHIP:

                                             By: ________________________
                                                 Authorized Signature

                                             -------------------------
                                             Print Name

                                             Its: _______________________

                                    2 of 2

<PAGE>

                                                                  Exhibit 10.8.1


   N
NETSCAPE

                            OEM Software Order Form
                          (With Terms and Conditions)

                                  No. 004125
                                      ------

                            Annuncio Software, Inc.
                            -----------------------
                      Full Legal Name of OEM ("Licensee")
<TABLE>
<S>                                       <C>         <C>             <C>
5150 El Camino Real, Suite B31            Los Altos,  CA              94022
- -----------------------------------------------------------------------------------------
Address of Principal Place of Business    City        State/Province  Postal Code/Country

Contact Person: Didier Moretti            Telephone: (650) 404-9801   Fax: (650) 404-9807
                --------------                       --------------        --------------
</TABLE>

Licensee is incorporated in the state/country of: ______________________________

TERRITORY (Country(ies) of Installation of Product(s)): Worldwide ("Territory")
                                                        ---------

Licensee Products (name and description): Annuncio Marketing Automation Software
                                          --------------------------------------

IMPORTANT NOTICE: UPON EXECUTION BY THE PARTIES, LICENSEE WILL HAVE THE RIGHT TO
MAKE AND DISTRIBUTE COPIES OF THE NETSCAPE PRODUCTS INDICATED IN ATTACHMENT A,
SOLELY ON A BUNDLED BASIS AND NOT AS A STAND-ALONE PRODUCT, AT THE PRICING SET
FORTH THEREIN AND ON THE TERMS AND CONDITIONS SET FORTH IN ATTACHMENT B. BY
SIGNING THIS ORDER FORM, LICENSEE AGREES TO ALL THE TERMS AND CONDITIONS
ATTACHED (COLLECTIVELY THE "AGREEMENT"). As used in this Agreement if Licensee's
principal place of business above is located in Europe, the Middle East or
Africa, "Netscape" shall mean Netscape Communications Ireland Limited; if
Licensee's principal place of business above is located in Japan, "Netscape"
shall mean Netscape Communications (Japan), Ltd.; otherwise, "Netscape" shall
mean Netscape Communications Corporation. Any third party software that is
provided with the Products with such third party's license agreement (in either
electronic or printed form) is included for use at Licensee's or End User's
option. If Licensee or End User chooses to use such software, then such use
shall be governed by such third party's license and not by this Agreement.

<TABLE>
<CAPTION>
      NETSCAPE                                  LICENSEE
<S>                                      <C>
By: _________________________________    By: /s/ Didier Moretti
            Signature                            Signature

Name:________________________________    Name: Didier MORETTI
               Print or Type                   Print or Type

Title: ______________________________    Title: President & CEO

Date of Acceptance: _________________    Date: May 19, 1998
                                         ("Effective Date")

Address: 501 East Middlefield Road
         Mountain View, CA 94043         AGREEMENT CONSISTS OF:
                                         1.  OEM Software Order Form
_____________________________________    2.  Attachment A - Products and Pricing
                                         3.  Attachment B - Terms and Conditions
                                         4.  Attachment C - Support Terms and Conditions
</TABLE>


                                       1

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

                                 ATTACHMENT A
                             PRODUCTS AND PRICING

1.     Products: Netscape shall provide Licensee the executable version (but not
       --------
the source code version) of the Netscape product(s) listed below ("Product(s)"),
including any Upgrades (as defined in Attachment B) thereto.


<TABLE>
<CAPTION>
DESCRIPTION OF PRODUCTS, PLATFORMS,       LICENSE FEE PER COPY        INITIAL QUANTITY      SUBSCRIPTION PER COPY
LANGUAGES                                                             ORDERED
<S>                                       <C>                         <C>                   <C>
1)  Netscape Application Server -         See Section 4, Royalty      N/A                   N/A
Version 2.1; NT, UNIX; All available      Schedule, below for
languages generally commercially          applicable Royalty due
available from Netscape as of the         to Netscape
Effective Date;

2)  Netscape Application Server                [*]                                          N/A
Development Starter Package (for
Licensee's internal use  only)
square Netscape Application Server,                                   1 copy
       NT
square Netscape Application Server,                                   1 copy
       UNIX
square Netscape Application Server                                    1 copy (5 Users)
       Component Builder
square Netscape Application Server                                    1 copy (5 Users)
       Extension Builder
square Enrollment in Developer
       Relations DevEdge Program
square 1 week of Netscape Training
       for 4 Licensee employees
</TABLE>

2.     Payment for Netscape Application Server Development Starter Package.
       -------------------------------------------------------------------
Licensee shall pay Netscape a nonrefundable payment of [*]
                                                       ---

3.     Payment Terms: Except for the Payment for Netscape Application Server
       -------------
Development Starter Package set forth in Section 2 above, which shall be due
within 30 days of the Effective Date of this Agreement, all amounts payable to
Netscape are nonrefundable must be paid in a single payment to Netscape within
45 days of the end of each quarter, and must accompany Licensee's quarterly
reports pursuant to Section 5 ("Reports; Audit"). All payments shall be made by
wire transfer or remittance in accordance with Netscape's instructions on such
invoice. Past due amounts shall bear interest at the lower of 1-1/2% per month
or the maximum rate allowed by law until paid in full. Licensee shall be
responsible for any costs resulting from collection by Netscape of any such past
due amounts, including without limitation, reasonable attorneys fees and court
costs. Licensee shall pay Netscape a royalty for each Product subject to the
Royalty Schedule as set forth in Section 4 below.

4.     Royalty Schedule (shall not include Licensee's non-production use, e.g.
       -----------------------------------------------------------------------
use for demonstration purposes). Licensee shall pay to Netscape a royalty fee
- ------------------------------
equal to [*] of the revenue derived from the sale of Licensee Product, but in no
event shall the royalty fee due to Netscape be less than [*] for each sale of
Licensee Products. On a quarterly basis, Licensee's royalty rate due to Netscape
may change subject to the conditions set forth in this Section 4. In the event
that Licensee's royalty rate changes pursuant to this Section 4, such new
royalty rate shall apply only to future sales of Licensee Products, and shall
not be retroactive.

       (a) Minimum Royalty Commitment At the end of each quarter, Licensee may
choose to set a minimum commitment to Netscape for total royalties due for the
following [*] (see (i) below), or [*] (see (ii) below). In the event that
Licensee chooses to make such a minimum royalty commitment, Licensee shall pay
[*] of such commitment to Netscape, within 45 days, as a nonrefundable
prepayment against future owed royalties ("Prepayment"). If Licensee chooses to
make a minimum royalty commitment to Netscape, and during [*] such commitment is
not reached, Licensee shall pay to Netscape the difference between the minimum
annual commitment given and the total amount of royalties actually reached.

           (i) If Licensee commits to a minimum royalty commitment of [*] over
the following 4 quarters, Licensee shall pay a royalty fee equal to [*] of the
revenue derived from the sale of Licensee Product. However, in no event shall
the royalty fee due to Netscape be less than [*] for each sale of Licensee
Products.

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                        2


<PAGE>

          (ii) If Licensee commits to a minimum royalty commitment of [*],
          Licensee shall pay a royalty fee equal to [*] of the revenue derived
          from the sale of Licensee Product with no minimum royalty fee due to
          Netscape for each sale of Licensee Products.

     (b)  Licensee's Total Revenue from sale of Licensee Product during [*].
          -----------------------------------------------------------------
     At the end of each quarter, if Licensee's total revenue derived from the
     sale of Licensee Products during [*], as reported in the Licensee's
     quarterly report to Netscape under to Section 5 ("Reports; Audit"), is
     between [*], Licensee shall pay to Netscape a royalty fee equal to [*] of
     the revenue derived from the sale of Licensee Product. However, in no event
     shall the royalty fee due to Netscape be less than [*] for each sale of
     Licensee Products.

     If Licensee's total revenue derived from the sale of Licensee Products
     during [*], as reported in the Licensee's quarterly report to Netscape
     under to Section 5 ("Reports; Audit"), is greater than [*]. Licensee shall
     pay to Netscape a royalty fee equal to [*] of the revenue derived from the
     sale of Licensee Products with [*] due to Netscape for each sale of
     Licensee Products.

5.   Developer Support for The Netscape Application Server Development Starter
     -------------------------------------------------------------------------
     Package. The Netscape Application Server Development Starter Package
     -------
     includes enrollment in the Developer Relations DevEdge Program for the term
     of the Agreement.

6.   Technical Support for Licensee Products. For the term of this Agreement,
     ---------------------------------------
     and subject to Section 6 of Attachment B ("OEM Terms and Conditions"),
     Netscape shall provide back-end Technical Support to Licensee subject to
     the terms and conditions set forth in Attachment C ("Support Terms and
     Conditions"), and Licensee shall pay to Netscape a fee equal to 10% of the
     royalty fee due to Netscape pursuant to Section 3 ("Payment Terms") above.
     Payment for such Technical Support for Licensee Products shall accompany
     Licensee's quarterly reports pursuant to Section 5 ("Reports; Audit").

     Licensee's Primary Technical Contact:
     _______________________________________________

     Phone: ________________________________________

     Fax: __________________________       e-mail:__________________

     Alternate Technical Contact: ___________________________

     Phone: _________________________________________________

     Fax: _______________________________  e-mail: __________________

7.   Deliverables. 1 master reproduction copy of each Product and 1 copy of the
     -------------
     applicable standard user and reference manuals and installation guides
     which Netscape makes generally available to its licensees of the Products
     ("Documentation") in any format generally available from Netscape.
     All deliveries shall be F.C.A. Netscape origin (INCOTERMS 1990).


8.   Point of Sales Reports.             Contact Name:  Didier Moretti
     -----------------------                            ---------------------
                                         Telephone:     (650) 404-9801
                                                      ---------------------
                                         Fax:           (650) 404-9807
                                                      ---------------------
                                         Email:         [email protected]
                                                      ---------------------

9.   Ship To Address for Deliverables    Bill To Address for Invoice
     --------------------------------    ---------------------------
     (not P.O. address)

     Annuncio Software, Inc.
     --------------------------------

     5150 El Camino Real, Suite B31      same
     --------------------------------    ----  _______________________________
     Los Altos, CA 94022
     --------------------------------

     Attention: Didier Moretti           Attention: __________________________
               ----------------------

     Telephone: (650) 404-9801           Telephone: __________________________
                --------------
                                         Fax: ________________________________
     ________________________________

     Sales Tax Resale / Exemption Certificate No.:
     __________________________________________
                                         (ORIGINAL CERTIFICATE MUST BE ATTACHED)

     VAT Registration No. (if Europe,)  ________________________________________

     Netscape Sales Rep: Deepak Puri     Telephone Number: (650) 937-2668
                         ------------                      --------------


[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


Annuncio
OEM                                    3
CONFIDENTIAL
<PAGE>


                                  ATTACHMENT B
                            OEM TERMS AND CONDITIONS

1.   DEFINITIONS. "LICENSEE PRODUCTS" means Licensee's computers and computer-
related products with which the Netscape Products are bundled for distribution
hereunder. "UPGRADES" means both major and minor upgrades to the Product, if
any, provided that Upgrades shall exclude any software release that is
reasonably designated by Netscape as a separate product. Major upgrades are
designated by a change in the number to the left of the decimal point of the
number appearing after the product name while minor upgrades are designated by a
change in such number to the right of the decimal point. Netscape is the sole
determiner of the availability and designation of a software release as a major
or minor upgrade. "END USER" means any party licensed by Licensee or Licensee's
distributor to use, but not to further distribute, the Products. If such party
is an entity, then, for fee accrual purposes, "End User" means each individual
within such entity licensed to use but not to further distribute the Product.
Licensee shall be deemed an End User if Licensee uses any Product for Licensee's
internal business purpose.

2.   TERM. Unless sooner terminated, this Agreement shall remain in effect for 3
years from the Effective Date ("INITIAL TERM"). Thereafter, the Agreement may be
renewed by mutual agreement in writing for an additional 1 year period
("SUBSEQUENT TERM").

3.   LICENSES. (a) Netscape grants to Licensee, subject to these terms and
conditions, a nonexclusive and nontransferable right in the Territory to (i)
reproduce, without change, the Products in executable form and (ii) distribute
by sublicense such Product copies to End Users in the Territory, directly or
through distributors, only when bundled with a Licensee Product, for use solely
in conjunction with Licensee Products. Licensee may grant distributors the right
to grant further sublicenses to distribute copies of the Products to other
distributors regardless of tier; however, Licensee shall not grant to any
distributor the right to reproduce all or any portion of the Products. If
Licensee wishes to electronically distribute the Netscape Products, then
Licensee must adhere to the requirements set forth in Section 3(e) below.
Netscape also grants Licensee a nonexclusive and nontransferable (subject to the
terms and conditions of this Agreement) license (with no right to sublicense) to
use the Products in the Territory for Licensee's internal business purposes in
accordance with the applicable provisions of Netscape's end user license
agreements provided with the Products. If Netscape releases a patch to any
Product for general commercial distribution by permitting customers to download
such patch from Netscape's internet home page, then Licensee shall have the
right to distribute such patch (but not the entire Product) electronically to
its distributors and End Users in the Territory. Netscape also grants Licensee a
nonexclusive and nontransferable license to use and reproduce without change the
Documentation, and to distribute the Documentation by sublicense to End Users in
the Territory, directly or through distributors, solely in conjunction with the
Product. Reproduction of Products and Documentation shall occur only at
Licensee's principal office unless an alternate location is specified in writing
to Netscape.

(b)  Except as expressly permitted herein or by applicable law, Licensee shall
     not, and shall not permit any distributor or other person to, copy, modify,
     translate, decompile, reverse engineer, disassemble, or otherwise determine
     or attempt to determine source code from the Products or to create any
     derivativeworks based upon the Products or Documentation. Neither Licensee
     nor any distributor shall market or distribute any Product copy (i) which
     is not bundled with a Licensee Product or (ii) outside the Territory. If
     Licensee or any distributor fails to comply with this Section 3(b),
     Netscape may immediately (in addition to all other remedies it may have and
     except for End User licenses) revoke all licenses granted hereunder.

(c)  Netscape grants Licensee a sublicense to use as permitted in Section 3(a)
     any third party software which is functionally integrated with the
     Products. Netscape reserves the right to substitute any third party
     software in the Products so long as the new third party software does not
     materially affect the functionality of the Products.

(d)  Licensee shall use, and is granted during the term hereof a
     nontransferable, nonexclusive and restricted license (with a right to
     sublicense to distributors the Marks for use only on Licensee Products
     which include the Product) to use in the Territory the mark "Netscape
     Navigator Included" and those Netscape trademarks and trade names relating
     to the Products (collectively, the "MARKS") in all advertising, marketing,
     technical, packaging and other materials related to the Products. Use of
     the Marks shall comply with Netscape's then-current trademark usage
     guidelines. Licensee need not use the Marks in any country in which their
     connotation is offensive and will consult with Netscape as to the foreign
     translation of the Marks so that Netscape can ensure uniformity of use.
     Licensee shall clearly indicate Netscape's ownership of the Marks. All use
     of the Marks shall inure to Netscape's benefit. Neither Licensee nor its
     distributors shall register any Netscape trademarks, or trademarks, trade
     names or domain names confusingly similar to Netscape trademarks, trade
     names or domain names without Netscape's express prior written consent.
     Upon Netscape's request from time to time, Licensee shall provide Netscape
     with copies of Licensee Products bearing the Marks, and Licensee and
     distributors shall suspend use of the Marks if Netscape reasonably deems
     the quality of the Products to be inferior or that the Marks are used
     improperly until Licensee and any such distributor have taken such steps as
     Netscape may reasonably require to correct the deficiencies. Licensee
     further agrees not to use any Marks on or in connection with any products
     or services that are or could be deemed by Netscape, in its reasonable
     judgment, to be obscene, pornographic, disparaging of Netscape or of its
     products, or otherwise in poor taste, or that are themselves unlawful or
     whose purpose is to encourage unlawful activities by others. Licensee
     agrees not to obtain or attempt to obtain by any manner whatsoever any
     right, title or interest in or to any of the Marks, domain name or any
     confusingly similar mark. Licensee acknowledges that Netscape shall be the
     exclusive owner of any domain containing the Marks. Any use of the Marks
     beyond the scope of this Section shall constitute infringement and material
     breach. Licensee expressly agrees that any breach or threatened breach of
     this Section shall cause Netscape irreparable injury for which there may be
     no adequate remedy at law, and that in addition to any other remedies
     available, Netscape shall therefore be entitled to obtain injunctive relief
     without the necessity of proving actual damages.

(e)  Electronic Distribution. Subject to the terms and conditions of this
     Agreement, Netscape hereby grants, and Licensee hereby accepts, a
     nonexclusive and nontransferable right and license (with no right to
     sublicense) to distribute electronically those

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Netscape Products which have been approved in this Agreement for electronic
distribution, from no more than one file transfer protocol site operated by
Licensee and approved in advance in writing by Netscape ("FTP Site") provided
that such electronic distribution occurs only under the following conditions:
(a) only exportable/international versions of the Netscape Product shall be
available for download from the FTP Site; (b) all downloads shall be for
fulfillment purpose only under this Agreement; (c) all downloads shall be
protected with access control mechanisms allowing Licensee to identify the End
User downloading the Netscape Product as an End User of the Licensee Product,
and a description of the Licensee Product with which the Netscape Product is
bundled for use; (d) except as set forth in (c), no other entity or person can
access the FTP Site to download the Netscape Product; (e) Licensee shall include
in its report under Section 5 each copy of Netscape Product so downloaded
together with the information required thereunder; (f) any key locking mechanism
must be preapproved by Netscape and if used by Licensee, shall be used only for
fulfillment under this Agreement; and (g) no electronic distribution of any
Netscape Product (i) which contains an Oracle database; (ii) for use on a
standalone basis; (iii) for no fee; or (iv) for beta or trial/evaluation
purpose. Licensee may increase or decrease the number of FTP Sites only with the
prior written approval of Netscape. Licensee shall be responsible for ensuring
that electronic distribution of Netscape Product occurs only as expressly set
forth above. If Licensee breaches any provision in this Section, Netscape shall
have the right to terminate immediately Licensee's right for electronic
distribution under this Agreement.

4.   FEES; TAXES. Licensee shall pay Netscape the Prepayment set forth on
Attachment A in accordance therewith. For each $1.00 of fees due up to the
Prepayment, $1.00 is credited against the Prepayment. Following depletion of the
Prepayment, fees for the Products will be paid net 45 following the end of each
quarter in which licenses are granted and payment shall accompany the quarterly
reports set forth in Section 5 below. Upon exhaustion of the Prepayment,
Licensee shall pay to Netscape the royalty fees set forth on Attachment A for
each Product or Upgrade license granted by Licensee or distributors to End
Users. The Prepaid License Fees shall be credited against the license fees
accruing under this Agreement during the Initial Term of the Agreement. License
fee will accrue in the applicable quantity upon: (a) the initial date of
Licensee's internal production use of any Product; (b) shipment by Licensee of a
copy of a Product to a distributor or End User; or (c) authorization by Licensee
for an End User to increase the authorized number of copies Licensee shall pay
Netscape such license fee royalties accrued during each quarter, together with
any support fees due under Attachment A, within 45 days following the end of
such quarter, and each such payment shall be accompanied by the quarterly report
required below. All fees are exclusive of taxes, withholdings, duties or levies,
however designated or computed and Licensee shall be responsible therefor except
for taxes based on Netscape's net income. In lieu thereof, Licensee shall
provide to Netscape a valid tax or other levy exemption certificate acceptable
to the taxing or other levying authority. Should Licensee fail to provide
Netscape with timely reports, then, regardless of Licensee's actual rate of
depletion of the Prepayment, 1/4 of Licensee's Prepayment shall be deemed
depleted following the passage of 1/4 of the Initial Term; 1/2 of Licensee's
Prepayment shall be deemed depleted following the passage of 1/2 of the Initial
Term; 3/4 of Licensee's Prepayment shall be deemed depleted following the
passage of 3/4 of the Initial Term; and Licensee's entire Prepayment shall be
deemed depleted following the passage of the Initial Term. All payments after
exhaustion of Prepayment shall accompany the quarterly reports.

5.   REPORTS; AUDIT. Licensee and its distributors shall maintain accurate
records of End Users, including the name and address of each End User, the
specific platforms distributed to each End User, and any further information as
Netscape may from time to time reasonably request. Licensee shall report to
Netscape within 45 calendar days after the end of each quarter the part number
and quantity of Product licenses granted, Licensee's total revenue from the sale
of Licensee Products, as well as the total license royalty fees payable to
Netscape during such prior quarter for distribution hereunder and internal
production use, including zip/postal code and/or country therefor. Such report
shall also include a statement of Licensee's revenue derived from the sale of
Licensee Products over the previous 4 quarters. All reports to Netscape should
not show any quantity less than zero and should show only net quantity
reflecting adjustment for returns of any kind to Licensee from its distributors
during the same period. Except for returns of the gold master of the Product for
repair or replace during the Warranty Period, Licensee has no right to return
any Product to Netscape under this Agreement. In addition, Licensee and its
distributors shall maintain all other data reasonably required for verification
of Licensee's and each distributor's compliance with the terms hereof, including
all information reasonably requested by Netscape, and Netscape may conduct up to
one audit per year to verify compliance with this Agreement, which shall be
conducted at Netscape's expense unless the results establish that inaccuracies
in Licensee's reports have resulted in underpayment to Netscape of more than 5%
of the amount actually due, in which case Licensee shall pay all amounts due and
bear the expense of the audit.

6.   SUPPORT. Licensee shall provide all front-line technical support to End
Users in accordance with Netscape's then-current support terms and conditions.
Licensee shall employ at least 2 fully trained full time support personnel and
provide support 5 days a week during local business hours. Licensee agrees that
any documentation or packaging distributed by Licensee shall conspicuously state
that End Users must call Licensee for technical support for the Products.
Netscape will have no obligation to furnish any assistance, information or
Documentation to any End User, and Licensee will cooperate with Netscape to
ensure that End Users do not contact Netscape directly. Netscape shall provide
back-end telephone assistance to Licensee in accordance with Netscape's then-
current support terms and conditions during the term for which Netscape has
received payment therefor.

7.   DISTRIBUTION. (a) Licensee shall and shall cause its distributors to comply
with all then-current applicable laws, regulations and other legal requirements
in its performance of this Agreement, including without limitation: (i) all
applicable export laws, rules and regulations of any agency of the U.S.
Government or other applicable agencies; (ii) the U.S. Foreign Corrupt Practices
Act; and (ii) all applicable laws, rules and regulations to preclude the
acquisition of unlimited rights in technical data, software and documentation
provided with the Products to a governmental agency. Licensee shall ensure the
inclusion of appropriate notices required by the U.S. Government agencies or
other applicable agencies.

(b)  Prior to the distribution of any Product to a distributor, Licensee or the
     distributing distributor shall enter into an enforceable written agreement
     with such distributor ("DISTRIBUTOR

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Agreement") that (i) requires such distributor to comply with the relevant terms
hereof, (ii) expressly names Netscape as an intended third party beneficiary
with the right to rely on and directly enforce the terms thereof, and (iii)
disclaims any warranty obligations of Netscape and/or liability of Netscape
thereunder. Neither Licensee nor any distributor shall sublicense or otherwise
distribute the Products or Documentation to End Users except pursuant to a
written sublicense agreement ("END USER LICENSE AGREEMENT") that contains terms
and conditions not inconsistent with and no less restrictive than the terms and
conditions set forth in Netscape's then-current end user license agreement
provided with the applicable Product and this Agreement. Licensee and its
distributors shall use commercially reasonable efforts to enforce each
Distributor Agreement and End User License Agreement with at least the same
degree of diligence used in enforcing similar agreements with others. Licensee
and distributors shall notify Netscape of any breach or suspected breach of a
material obligation under a Distributor Agreement or an End User License
Agreement which comes to their attention. In addition, Licensee and distributors
will cooperate with Netscape in any legal action to prevent or stop unauthorized
use, reproduction or distribution of Products or Documentation.

(c)  This is a nonexclusive relationship, and each party agrees that the other
     may enter into similar arrangements with third parties. Licensee shall and
     shall use commercially reasonable efforts to cause its distributors to
     treat all Products at least as favorably as it treats any competitive
     products it distributes. Licensee shall not, and Licensee shall encourage
     its distributors not to, market or promote any Product or any other product
     in a manner that states or implies that the Product is inferior or
     secondary to any other product. For example, Licensee shall not market or
     promote any competitive product as "preferred," "premier," "primary" or the
     like as compared to any Product.

(d)  Upon 30 days written notice that Netscape is required by a supplier to
     cease and to cause its licensees to cease reproduction and distribution of
     a particular revision of any Product, Licensee and distributors shall cease
     such activities, provided Netscape replaces such affected Product with a
     functionally equivalent Product as soon as commercially practicable.

8.   PROPRIETARY RIGHTS. Title to and ownership of all copies of the Products
and Documentation whether in machine-readable or printed form, and including
without limitation derivative works, compilations, or collective works thereof
and all related technical know-how and all rights therein are and shall remain
the exclusive property of Netscape or its suppliers. Notwithstanding the
foregoing, and except with respect to the Products and Documentation, Licensee
shall own all right and title to the Licensee Product, including any derivative
works, compilations, or collective works thereof to the extent such derivative
work, compilation or collective are developed or created solely by Licensee or
personnel working for or through Licensee. Licensee agrees that nothing in this
Agreement shall give Licensee any right, title or interest in the Products other
than those rights granted in Section 3 ("Licenses") above. Except for the rights
expressly granted to Licensee hereunder, Netscape reserves for itself all other
rights in and to the Products and Documentation Licensee and distributor shall
not take any action to jeopardize, limit or interfere in any manner with
Netscape's ownership of or rights with respect to the Products and
Documentation. Further, Licensee or its distributors shall not remove or alter
any trademark, copyright or other proprietary notices, legends, symbols, or
labels appearing on the Products and/or Documentation delivered to Licensee and
Licensee shall reproduce such notices on all copies of the Products and/or
Documentation made hereunder.

9.   CONFIDENTIALITY. "CONFIDENTIAL INFORMATION" shall mean this Agreement and
all information a party discloses to the other which has been either (i)
characterized in writing as confidential at the time of its disclosure or (ii)
orally characterized as confidential at the time of disclosure, except for
information which the receiving party can demonstrate: (a) is previously
rightfully known to the receiving party without restriction on disclosure; (b)
is or becomes, from no act or failure to act on the part of the receiving party,
generally known in the relevant industry or public domain; (c) is disclosed to
the receiving party by a third party as a matter of right and without
restriction on disclosure; or (d) is independently developed by the receiving
party without access to the Confidential Information. Each receiving party shall
at all times, both during the term hereof and for a period of at least 3 years
after termination, keep in confidence all the disclosing party's Confidential
Information using a standard of care the receiving party uses with its own
information of this nature, but in no event less than reasonable care. The
receiving party shall not use the disclosing party's Confidential Information
other than in the course of its duties hereunder. Without the prior written
consent of the disclosing party, the receiving party shall not disclose the
disclosing party's Confidential Information except on a "need to know" basis to
an employee or contractor under binding obligations of confidentiality
substantially similar to those set forth herein. If a receiving party is legally
compelled to disclose any of the disclosing party's Confidential Information,
then, prior to such disclosure, the receiving party will (x) assert the
privileged and confidential nature of the Confidential Information and (y)
cooperate fully with the disclosing party in protecting against any such
disclosure and/or obtaining a protective order narrowing the scope of such
disclosure and/or use of the Confidential Information. In the event such
protection is not obtained, the receiving party shall disclose the Confidential
Information only to the extent necessary to comply with the applicable legal
requirements.

10.  LIMITED WARRANTY. Netscape warrants only to Licensee that the Products when
properly installed and used will substantially conform to the functional
specifications set forth in the Documentation in effect when the Products are
delivered to Licensee. Netscape's warranty and obligation shall extend for a
period of 90 days ("Warranty Period") from the date Netscape first delivers the
Products to Licensee. All warranty claims not made in writing or not received by
Netscape within the Warranty Period shall be deemed waived. Netscape's warranty
is solely for the benefit of Licensee, who has no authority to extend this
warranty to any other person or entity. THE EXPRESS WARRANTY SET FORTH IN THIS
SECTION CONSTITUTES THE ONLY WARRANTY MADE BY NETSCAPE. NEITHER NETSCAPE NOR ITS
SUPPLIERS MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE
PRODUCTS OR DOCUMENTATION. NETSCAPE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL
IMPLIED WARRANTIES OR CONDITIONS INCLUDING THOSE OF TITLE, MERCHANTABILITY,
NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NETSCAPE DOES NOT WARRANT
THAT THE PRODUCTS OR DOCUMENTATION ARE ERROR-FREE OR THAT OPERATION OF THE
PRODUCTS WILL BE SECURE OR UNINTERRUPTED

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AND DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THE ABOVE LIMITATION
SHALL APPLY TO THE EXTENT ALLOWED BY APPLICABLE LAW. Netscape shall have no
obligation under the foregoing warranty for any nonconformance caused by: (a)
the incorporation, attachment or engagement of any attachment, feature, program,
or device, other than by Netscape, to the Products or any part thereof; (b)
accident, transportation, neglect or misuse; alteration, modification, or
enhancement of the Products other than by Netscape; (c) failure to provide an
installation environment recommended for the Products; (d) use of supplies or
materials not meeting Netscape specifications; (e) use of the Products for other
than the intended purpose; (f) use of the Products on any systems other than the
specified hardware platform for such Products; (g) Licensee's use of defective
media or defective duplication of the Products; or (h) Licensee's failure to
incorporate any Upgrade previously released by Netscape which corrects such
nonconformance. If Licensee provides Netscape with written notice of a failure
under this limited warranty during the Warranty Period, Netscape will use
reasonable efforts to correct promptly, at no charge to Licensee, any such
errors or failures. This is Licensee's sole and exclusive remedy for breach of
warranty hereunder.

11.  INDEMNITY. (a) Netscape shall indemnify and hold harmless, by defending or
settling, at its option, any action brought against Licensee to the extent it is
based on a claim that use, reproduction or distribution by Licensee of the
Netscape-owned portion of the Products hereunder directly infringes any valid
copyright, trade secret, trademark or US patent as of the Effective Date.
Netscape will pay resulting costs, damages and legal fees finally awarded
against Licensee in such action which are attributable to such claim provided
that: (i) Licensee promptly notifies Netscape in writing of any such claim; (ii)
Netscape has sole control of the defense and all related settlement
negotiations, and (iii) Licensee cooperates with Netscape, at Netscape's
expense, in defending or settling such claim. Should a Product become, or be
likely to become in Netscape's opinion, the subject of an infringement claim
described above, Netscape may (I) procure for Licensee the right to continue
using the same or (II) replace or modify it to make it non-infringing. Netscape
shall have no obligation or liability for, and Licensee shall defend, indemnify
and hold Netscape harmless from and against any claim based upon: (A) use of
other than the then current, unaltered version of the Product, unless the
infringing portion is also in the then current, unaltered release; (B) use,
operation or combination of Products with non-Netscape programs, data, equipment
or documentation if such infringement would have been avoided but for such use,
operation or combination; (C) Licensee's or its agent's activities after
Netscape has notified Licensee that Netscape believes such activities may result
in such infringement; (D) compliance with Licensee's designs, specifications or
instructions; (E) any modifications or marking of the Products not specifically
authorized in writing by Netscape; (F) any unauthorized use of any Netscape
intellectual property; (G) third party software; or (H) any content provided by
Licensee or End User and/or any material to which online users can link through
such content. The foregoing states the entire liability of Netscape and the
exclusive remedy of Licensee with respect to infringement of any intellectual
property right, whether under theory of warranty, indemnity or otherwise.

(b)  Licensee shall indemnify, hold harmless and, at Netscape's request, defend
     Netscape and/or its suppliers from and against any and all claims,
     liabilities, losses, damages expenses and costs (including attorney's fees
     and costs) relating to (i) Licensee's failure to include in each
     Distributor Agreement or End User License Agreement the contractual terms
     required to be included therein hereunder, or (ii) Licensee's use,
     distribution or reproduction of the Products, Documentation and/or the
     Licensee Product, except to the extent that Netscape is responsible under
     Section 11(a).

12.  LIMITATION OF LIABILITY. (a) TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO
EVENT SHALL NETSCAPE OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF
BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF NETSCAPE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (b) EXCEPT AS SET FORTH IN THE
INDEMNITY SECTION SET FORTH ABOVE, IN NO EVENT WILL NETSCAPE OR ITS SUPPLIERS BE
LIABLE FOR ANY CLAIM AGAINST LICENSEE BY ANY THIRD PARTY. (c) IN NO EVENT SHALL
NETSCAPE OR ITS SUPPLIERS BE LIABLE FOR (I) ANY REPRESENTATION OR WARRANTY MADE
TO ANY THIRD PARTY BY LICENSEE, ANY DISTRIBUTOR OR THEIR RESPECTIVE AGENTS; (II)
FAILURE OF THE PRODUCTS TO PERFORM EXCEPT AS, AND TO THE EXTENT, OTHERWISE
EXPRESSLY PROVIDED HEREIN; (III) FAILURE OF THE PRODUCTS TO PROVIDE SECURITY; OR
(IV) THE RESULTS OR INFORMATION OBTAINED OR DECISIONS MADE BY END USERS OF THE
PRODUCTS OR THE DOCUMENTATION. THE REMEDIES PROVIDED HEREIN ARE LICENSEE'S SOLE
AND EXCLUSIVE REMEDIES. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY AND EXCEPT FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF
NETSCAPE, NETSCAPE'S ENTIRE LIABILITY TO LICENSEE FOR DAMAGES CONCERNING
PERFORMANCE OR NONPERFORMANCE BY NETSCAPE OR IN ANY WAY RELATED TO THE SUBJECT
MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES
IS BASED IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE AMOUNT RECEIVED BY
NETSCAPE FROM LICENSEE DURING THE PREVIOUS 24 MONTHS FOR THE PRODUCT GIVING RISE
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13.  Termination. This Agreement may be terminated: (a) by either party upon 30
days written notice if the other party materially defaults in its obligations
hereunder and does not cure such default within the 30 day notice period; (b)
immediately by Netscape in the event Licensee attempts to derive the source code
of the Products or breaches its confidentiality obligations hereunder; or (c)
immediately by Netscape if Licensee ceases to do business in the normal course,
becomes or is declared insolvent or bankrupt, is the subject of any proceeding
relating to its liquidation or insolvency which is not dismissed within 90
calendar days, or makes an assignment for the benefit of its creditors, provided
that within 30 days of such occurrence, Licensee has provided written notice of
such to Netscape. Licensee agrees that failure to provide such 30 day notice to
Netscape shall result in the automatic termination of this Agreement.
Immediately upon termination or expiration hereof, all licenses for the Products
and Documentation granted hereunder shall terminate, and Licensee shall deliver
to Netscape or destroy all copies of the Products and Documentation in its or
its distributors' possession or control, and shall furnish to Netscape an
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such delivery or destruction; provided that: (i) all End User License Agreements
which have been validly granted by Licensee or any distributor hereunder prior
to termination shall survive; and (ii) in the event this Agreement is terminated
for any reason other than Licensee's default and provided Licensee fulfills its
obligation specified herein with respect to such items, Licensee may continue to
use and retain copies of the Products and Documentation to the extent necessary
to support Products rightfully distributed to End Users by Licensee, directly or
through distributors, prior to termination hereof. Termination by either party
shall not act as a waiver or release of any breach hereof or any liability
hereunder. Except where specified otherwise, the rights and remedies granted to
a party hereunder are cumulative and in addition to, and not in lieu of, any
other rights or remedies which the party may possess at law or in equity. Within
30 calendar days after termination, Licensee shall pay to Netscape all sums then
due and owing. Sections 3(b), 4, 5, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall
survive any expiration or termination of this Agreement.

14.  Notice. Any notice required or permitted hereunder shall be in English, in
writing and shall be deemed to be properly given upon the earlier of (a) actual
receipt by the addressee (including facsimile or e-mail) or (b) 5 business days
after deposit in the mail, postage prepaid, when mailed by registered or
certified airmail, return receipt requested, or (c) 2 business days after being
sent via private industry courier to the respective parties at the addresses set
forth in the Order Form or to such other person or address as the parties may
from time to time designate in a writing. Notices to Netscape shall be to the
attention of the Legal Department, Netscape Communications Corporation, 501 East
Middlefield Road, Mountain View, California 94043.

15.  Miscellaneous. (a) Neither party's waiver of a breach or delay or omission
to exercise any right or remedy shall be construed as a waiver of any subsequent
breach or as a waiver of such right or remedy. (b) This Agreement may be amended
only by a writing signed by both parties. (c) Licensee may not assign this
Agreement or any part thereof without the written consent of Netscape, and any
attempt to assign (by operation of law or otherwise) this Agreement or any part
thereof without such consent shall be null and void. The preceding sentence
notwithstanding, Licensee may, upon written notice to Netscape, assign this
agreement to an entity who (i) Licensee merges into or (ii) purchases all or
substantially all of Licensee's assets, provided such entity is not a competitor
of Netscape and agrees in writing to be bound by the terms and conditions of
this Agreement. (d) This Agreement shall be governed by and construed under the
laws of the State of California, U.S.A., without reference to its conflicts of
law provisions. (e) Any dispute regarding this Agreement shall be subject to the
exclusive jurisdiction of the applicable court in the County of Santa Clara in
the State of California, and the parties agree to submit to the personal and
exclusive jurisdiction and venue thereof. (f) This Agreement will not be
governed by the United Nations Convention of Contracts for the International
Sale of Goods. (g) This Agreement creates no agency, partnership, joint venture,
or employment relationship and neither Licensee nor its agents have any
authority to bind Netscape in any respect whatsoever. (h) The section headings
herein are used for convenience only and shall have no substantive meaning. (i)
If the application of any provision hereof to any particular facts shall be held
to be unenforceable by any competent court, then (x) the enforceability of such
provision as applied to any other facts and the validity of other provisions
hereof shall not be affected and (y) such provision shall be reformed without
further action by the parties hereto only to the extent necessary to make such
provision valid and enforceable when applied to the particular facts. (j) Each
party shall be excused from any delay or failure in performance hereunder,
except the payment of monies by Licensee to Netscape, caused by reason of any
occurrence or contingency beyond its reasonable control. The obligations and
rights of the party so excused shall be extended on a day-to-day basis for the
period of time equal to that of the underlying cause of the delay. (k) This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior and contemporaneous agreements,
and communications, whether oral or written, between the parties relating to the
subject matter of this Agreement and all past courses of dealing or industry
custom. The terms and conditions of this Agreement shall prevail over any
conflicting purchase order or other written instrument submitted by Licensee.
(l) This Agreement is written in the English language only, which language shall
be controlling in all respects. (m) Upon Licensee's prior written consent,
Netscape may use Licensee's name in a list of customer references or in any
press release issued by Netscape regarding the licensing of the Product and/or
provide Licensee's name and the names of the Products licensed by Licensee to
third parties. (n) This Agreement may be executed in counterparts or by
facsimile, each of which shall be deemed an original and all of which together
shall constitute one and the same agreement. (o) If any dispute arises under
this Agreement, the prevailing party shall be reimbursed by the other party for
any and all legal fees and costs associated therewith.

16.  Licensee Outside the U.S. In the event Licensee is located outside the
United States, the terms and conditions in this Section 16 shall apply. (a) If
Licensee is located in a Member State of the European Union, Licensee (i) shall
not actively market or solicit orders outside the Territory, (ii) shall be
entitled to sublicense the Products, subject to the terms and conditions
contained herein, to End Users located outside of the Territory but within the
European Union, which are the result of unsolicited orders and (iii)
acknowledges that its primary focus shall be on End Users located in the
Territory. (b) If any applicable law requires Licensee to withhold amounts from
any payments to Netscape hereunder, (x) Licensee shall effect such withholding,
remit such amounts to the appropriate taxing authorities and promptly furnish
Netscape with tax receipts evidencing the payments of such amounts, and (y) the
sum payable by Licensee upon which the deduction or withholding is based shall
be increased to the extent necessary to ensure that, after such deduction or
withholding, Netscape receives and retains, free from liability for such
deduction or withholding, a net amount equal to the amount Netscape would have
received and retained in the absence of such required deduction or withholding.
(c) Les parties aux presentes confirment leur volonte que cette convention de
meme que tous les documents y compris tout avis qui s'y rattache, soient rediges
en langue anglaise (translation: The parties confirm that this Agreement and all
related documentation will be in the English language"). (d) If any applicable
law requires Licensee to obtain technology import rights and complete certain
registration requirements in order for this Agreement to be enforceable under
such law, Licensee hereby represents that Licensee has duly obtained and
maintains valid technology import rights, and that Licensee has duly completed
or will duly complete the registration formalities required by such law. In
addition, at the request of Netscape and at Netscape's expense, Licensee agrees
to promptly pursue under Netscape's direction and to Netscape's satisfaction,
any enforcement action under such law relating to the


                                      12
<PAGE>

enforcement of any license granted pursuant to this Agreement. If Licensee fails
to pursue any enforcement action as required herein, Licensee agrees that
Netscape shall have the right to terminate immediately this Agreement with
written notice and with no cure period.


                                       13
<PAGE>

                                  ATTACHMENT C
                                    SUPPORT
                              TERMS AND CONDITIONS

1.   Definitions. "End User" means any user of the Netscape software ("Product")
authorized by Licensee pursuant to Licensee's license agreement for the Product.
"Maintenance Release" means a product revision or patch that improves the
functionality of a product that does not contain any new features or
enhancements. A Maintenance Release is not an upgrade. "Program Errors" means
one or more reproducible deviations in the standard, unmodified Product from the
applicable specifications shown in the documentation. "Upgrades" mean both major
and minor upgrades to the Product, if any, provided that Upgrades shall exclude
any software release that is reasonably designated by Netscape as a separate
product. "Major Upgrades" are designated by a change in the number to the left
of the decimal point of the number appearing after the product name while "Minor
Upgrades" are designated by a change in such number to the right of the decimal
point. Netscape is the sole determiner of the availability and designation of a
software release as a Major Upgrade or Minor Upgrade.

2.   Maintenance Releases and Upgrades. Netscape will provide to Licensee any
Maintenance Releases and/or Upgrades made generally available during the term
for which Netscape has received payment. Licensee, and not Netscape, will be
responsible for, and will bear all expenses associated with, providing front-
line support, Maintenance Releases, and Upgrades to its End Users.
Notwithstanding anything contained in this Agreement to the contrary, Licensee
shall not be entitled to provide Maintenance Releases and/or Upgrades to any End
User or use any back-end support received from Netscape to provide front-line
support to any End User prior to the payment by Licensee to Netscape of the
annual Services fee for such End User.

3.   Technical Support. Netscape will provide back-end support to Licensee for
Program Errors not resolved by Licensee pursuant to Licensee's support policies
and in accordance herewith. This support includes efforts to identify defective
source code and to provide corrections, workarounds and/or patches to correct
Program Errors. Netscape will provide Licensee with a telephone number and an
e-mail address which Licensee may use to report Program Errors during Netscape's
local business hours. For priority 1, Licensee agrees to notify Netscape via
both telephone and e-mail. Licensee agrees to use reasonable commercial efforts
to answer its End User's support questions. Licensee will identify 1 member of
its customer support staff and an alternate to act as the primary technical
liaisons responsible for all communications with Netscape's technical support
representatives. Such liaisons will have sufficient technical expertise,
training and/or experience, for Licensee to perform its obligations hereunder.
Licensee will designate, in writing and/or e-mail to Netscape, its liaison(s)
within 1 week after Netscape's receipt of Licensee's purchase order, and may
substitute contacts at any time by providing 1 week's prior written and/or
electronic notice thereof to Netscape.

Netscape will make reasonable efforts to correct significant Program Errors that
Licensee identifies, classifies and reports to Netscape and that Netscape
substantiates. Netscape may reclassify Program Errors if it reasonably believes
that Licensee's classification is incorrect. Licensee will provide sufficient
information for Netscape to enable Netscape to duplicate the Program Error
before Netscape's response obligations will commence. Unless otherwise
authorized in writing by Netscape, Netscape will not be required to correct any
Program Error caused by (a) incorporation, attachment of a feature, program, or
device to the Product, or any part thereof; (b) any nonconformance caused by
accident, transportation, neglect, misuse, alteration, modification, or
enhancement of the Product; (c) the failure to provide an installation
environment recommended for the Product; (d) use of the Product for other than
the specific purpose for which the Product is intended; (e) use of the Product
on any systems other than the specified hardware platform for such Product; (f)
if applicable, use of defective media or defective duplication of the Product;
or (g) failure to incorporate any Maintenance Releases previously released by
Netscape which corrects such Program Error. Provided Program Error reports are
received by Netscape during Netscape's local business hours, Netscape will use
reasonable commercial efforts to communicate with Licensee about the Program
Error, via telephone or e-mail within the following targeted response times:

 For Basic (includes no database support) and Standard Technical Support:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Priority                                                   Failure Description                                 Initial Response Time
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                                                              <C>
       1                     Fatal (system down or unusable)                                                  [*] working hours
- ------------------------------------------------------------------------------------------------------------------------------------
       2                     Severe Impact (functionality disabled): errors which result in a lack of         [*] working hours
                             application functionality or cause intermittent system failure
- ------------------------------------------------------------------------------------------------------------------------------------
       3                     Degraded Operations: errors causing malfunction of non-critical functions        [*] working hours
- ------------------------------------------------------------------------------------------------------------------------------------
       4                     Minimal Impact attributes and/or options to utility programs do not operate as   [*] working hours
                             stated
- ------------------------------------------------------------------------------------------------------------------------------------
       5                     Enhancement Request                                                              [*] working hours
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     For Premium Technical Support: Netscape will also provide Licensee with an
     emergency telephone pager number which Licensee may use to report only
     Priority 1 Program Errors 24 hours a day, 7 days a week.


[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       14
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Priority                                     Failure Description                                    Initial Response Time
- ---------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                     <C>
- ---------------------------------------------------------------------------------------------------------------------------
  1         Fatal (system down or unusable)                                                        [*] working hours
- ---------------------------------------------------------------------------------------------------------------------------
  2         Severe Impact (functionality disabled): errors which result in a lack of application   [*] working hours
            functionality or cause intermittent system failure
- ---------------------------------------------------------------------------------------------------------------------------
  3         Degraded Operations: errors causing malfunction of non-critical functions              [*] working hours
- ---------------------------------------------------------------------------------------------------------------------------
  4         Minimal Impact: attributes and/or options to utility programs do not operate as stated [*] working hours
- ---------------------------------------------------------------------------------------------------------------------------
  5         Enhancement Request                                                                    [*] working hours
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Netscape will use reasonable commercial efforts to resolve each significant
Program Error by providing either a reasonable workaround, an object code patch
or a specific action plan for how Netscape will address the problem and an
estimate of how long it will take to rectify the defect. Netscape reserves the
right to charge Licensee additional fees at its then standard rates for services
performed in connection with reported Program Errors which are later determined
to have been due to hardware or software not supplied by Netscape.
Notwithstanding the foregoing, Netscape has no obligation to perform services in
connection with Program Errors resulting from hardware or software not supplied
by Netscape. Netscape agrees to support a given revision of the Product for the
shorter of (i) 12 months from the date such revision is superseded by the next
sequential Major Upgrade; or (ii) until such revision is superseded by 2
sequential Major Upgrades. (For example, Netscape will support version 2.1 for
the shorter of 12 months from the date version 3.0 (if 3.0 is the next
major sequential release), is released by Netscape, or until version 2.1 is
superseded by 2 sequential major releases (3.0 and 4.0, as the case may be.)
Licensee, and not Netscape, will provide front-line technical support to its End
Users. Such support includes but is not limited to, call receipt, entitlement
verification, call screening, installation assistance, problem identification
and diagnosis, product defect determination, efforts to create a repeatable
demonstration of the Program Error and, if applicable, the distribution of any
replacements for defective media or Upgrades. Licensee agrees that any
documentation distributed by Licensee to its End Users will clearly and
conspicuously state that End Users should call Licensee for technical support
for the Product. Netscape will have no obligation to furnish any assistance,
information or documentation with respect to the Product, directly to End Users.
If Netscape customer support representatives are being contacted by a
significant number of Licensee's End Users then, upon Netscape's request,
Licensee and Netscape will cooperate to minimize such contact.

4.   Reinstatement of Services. Reinstatement of lapsed technical support
services is subject to Netscape's then-current technical support reinstatement
fees in effect on the date the new technical support is ordered.

5.   Notice. Any notice required or permitted hereunder shall be in English,
in writing and shall be deemed to be properly given upon the earlier of (a)
actual receipt by the addressee (including facsimile or e-mail) or (b) 5
business days after deposit in the mail, postage prepaid, when mailed by
registered or certified airmail, return receipt requested, or (c) 2 business
days after being sent via private industry courier to the respective parties at
the addresses set forth in the Agreement or to such other person or address as
the parties may from time to time designate in a writing. Notices to Netscape
shall be to the attention of the Legal Department, Netscape Communications
Corporation, 501 East Middlefield Road, Mountain View, California 94043.

6.   Purchase Orders. Licensee may place written purchase orders for renewal
or change in level of Services provided that each purchase order contains the
following (i) reference to the Agreement number; (ii) the level of Service, fees
and charges therefor, and bill to address (if different). No terms and
conditions set forth in any purchase order or instrument issued by Licensee in
connection with the Services shall be binding upon Netscape.

7.   Miscellaneous. (a) Licensee shall comply with all applicable laws, rules
and regulations for the export of Product and technical data covered under this
Agreement. (b) Licensee may not assign any of its rights or delegate any of its
duties under this Agreement without the express written consent of Netscape
which will not be unreasonably withheld, and any attempt to assign without such
consent shall be null and void. (c) Neither party's waiver of a breach or delay
or omission to exercise any right or remedy shall be construed as a waiver of
any subsequent breach or as a waiver of such right or remedy. (d) This Agreement
may be amended only by a writing signed by both parties. (e) This Agreement
shall be governed by and construed in accordance with the laws of the State of
California, U.S.A., without reference to its conflicts of law provisions. (f)
Any dispute regarding this Agreement shall be subject to the exclusive
jurisdiction of the applicable court in the County of Santa Clara in the State
of California and each party submits to the jurisdiction of such courts. (g)
This Agreement will not be governed by the United Nations Convention of
Contracts for the International Sale of Goods. (h) If the application of any
provision hereof to any particular facts shall be held to be unenforceable by
any competent court, then (x) the enforceability of such provision as applied to
any other facts and the validity of other provisions hereof shall not be
affected and (y) such provision shall be reformed without further action by the
parties hereto only to the extent necessary to make such provision valid and
enforceable when applied to the particular facts. (i) Each party shall be
excused from any delay or failure in performance hereunder, except the
obligation for payment of monies by Licensee to Netscape, caused by reason of
any occurrence beyond its reasonable control for so long as the occurrence
persists. (j) This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements and communications, whether oral or written, between
the parties relating to the subject matter hereof, and all past courses of
dealing or industry custom. The terms and conditions hereof shall prevail over
any conflicting purchase order or other written instrument submitted by
Licensee. (k) This Agreement is written in the English language only, which
language shall be controlling in all respects. (l) This Agreement may be
executed in counterparts or by facsimile, each of which shall be an original,
and all of which together shall constitute one and the same agreement. (m) If
any dispute arises under this Agreement, the prevailing party shall be
reimbursed by the other party for any and all legal fees and costs associated
therewith. (n) All fees are exclusive of taxes, withholdings, duties or levies,
however designated or computed and Licensee shall be responsible therefor except
for taxes based on Netscape's net income. In lieu thereof, Licensee shall


[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       15
<PAGE>

provide to Netscape a valid tax or other levy exemption certificate acceptable
to the taxing or other levying authority.

8.   Outside Of The United States. If Licensee is located outside of the
United States, this section shall apply. (a) If any applicable law requires
Licensee to withhold amounts from any payments to Netscape hereunder, (i)
Licensee shall effect such withholding, remit such amounts to the appropriate
taxing authorities and promptly furnish Netscape with tax receipts evidencing
the payments of such amounts, and (ii) the sum payable by Licensee upon which
the deduction or withholding is based shall be increased to the extent necessary
to ensure that, after such deduction or withholding, Netscape receives and
retains, free from liability for such deduction or withholding, a net amount
equal to the amount Netscape would have received and retained absent such
required deduction or withholding. (b) Les parties aux presentes confirment leur
volonte que cette convention de meme que tous les documents y compris tout avis
qui s'y rattache, soient rediges en langue anglaise (translation: "The parties
confirm that this Agreement and all related documentation is and will be in the
English language"). (c) If any applicable law requires Licensee to obtain
technology import rights and complete certain registration requirements in order
for this Agreement to be enforceable under such law, Licensee hereby represents
that Licensee has duly obtained and maintains valid technology import rights,
and that Licensee has duly completed or will duly complete the registration
formalities required by such law.

9.   LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, UNDER
NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL
NETSCAPE BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL
NETSCAPE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT NETSCAPE RECEIVED
FROM LICENSEE HEREUNDER, EVEN IF NETSCAPE SHALL HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS
LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL
INJURY RESULTING FROM NETSCAPE'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW
PROHIBITS SUCH LIMITATION.


                                       16

<PAGE>

                                                                  EXHIBIT 10.8.2

                          SOFTWARE LICENSE AGREEMENT

     This Software License Agreement, including the exhibits and attachments
hereto (which exhibits and attachments are incorporated herein) (the
"Agreement"), is effective as of the Effective Date set forth below, between
Annuncio Software, Inc., a California corporation located at 5150 El Camino
Real, Suite B31, Los Altos, California, 94022 ("Annuncio"), and Netscape
Communications Corporation, a Delaware corporation located at 501 East
Middlefield Road, Mountain View, California, 94043 and its wholly owned
subsidiaries (collectively "Netscape"), under which Annuncio grants Netscape
certain rights in software technology developed or licensed by Annuncio.

1.   CERTAIN DEFINITIONS

     "Collateral Materials" means promotional materials, logos, trademarks and
other advertising or marketing materials provided by Annuncio in connection with
this Agreement.

     "Documentation" means end user and reference documentation for the Software
and any improvements, updates and modifications to such documentation during the
term of this Agreement.

     "Object Code" means the machine-readable form of the Software.

     "Software" means certain Annuncio software, as described in Exhibits A
attached hereto and incorporated herein, in Object Code and Source Code form,
and all Upgrades that now exist or are created during the term of this
Agreement.

     "Source Code" means the human-readable form of the Software and, except for
the Documentation, all related source files, make files, file layouts,
instructions, control logic, flow charts, internal documentation, designs,
drawings, technical data and other documentation related to the Software.

     "Upgrades" means any error corrections, bug fixes, updates, upgrades,
enhancements, ports, replacement or successor products and internationalized
and/or localized versions of the Software; provided, however, that Upgrades does
not include any new software module that is sold as an optional add-on (i.e.
that is not included when new customers purchase the then-current version of the
Software).

2.   GRANT OF RIGHTS.

     2.1  Object Code License. Annuncio hereby grants Netscape a worldwide,
perpetual, nonexclusive, non-sublicensable, royalty-free license to use,
reproduce, perform and display the Software, in Object Code form, and the
Documentation, in connection with marketing and/or other services on behalf of
Netscape and/or third parties.

     2.2  Source Code License. Annuncio hereby grants Netscape a worldwide,
perpetual, nonexclusive, royalty-free license to [*] and the Documentation of
the Software, and


[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

to use, reproduce, perform and display resulting Object Code and documentation
under the terms of Section 2.1. Netscape agrees to use version control software
and procedures to keep track of changes to Source Code of the Software. Netscape
will maintain an access log (on a per-project rather than per-access basis)
indicating who has accessed the Source Code and will provide Annuncio a copy of
that log as requested from time to time. Such log will be considered Proprietary
Information of Netscape. Netscape agrees to notify Annuncio prior to beginning
implementation of any changes to the Source Code (other than bug fixes) and
prior to putting any Netscape-modified version of the Software into production
use. Annuncio may request a design review regarding changes made by or on behalf
of Netscape to the Source Code of the Software.

     2.3  Use of Subcontractors. Netscape may exercise the rights and licenses
granted under this Agreement through subcontractors; provided, that (i) such
subcontractors are bound by a confidentiality agreement with terms no less
restrictive than those contained in Section 10, and (ii) Netscape shall not have
the right to sublicense such rights or licenses.

     2.4  No Obligation. Notwithstanding anything to the contrary in this
Agreement, nothing herein shall require Netscape to use the Software in
connection with any products or services, nor shall anything herein prohibit or
restrict Netscape from developing, licensing, acquiring or marketing
technologies competitive to the Software, provided that Netscape may not use
Proprietary Information of Annuncio to develop technologies competitive to the
Software.

3.   MARKETING ACTIVITIES. During the initial term of this Agreement, the
additional marketing terms set forth in Exhibit C will apply, with such changes
                                        ---------
as may be required because of changes in Netscape's websites and promotional
programs over time.

4.   PROPRIETARY RIGHTS. Annuncio retains title to the Software and
Documentation. Annuncio shall have no ownership interest in Netscape's products
or services. Title to any modifications, enhancements or improvements
("Modifications") to, or derivative works of, the Software or Documentation that
are developed by or for a party shall be reserved to and remain with the party
that developed or had developed such modification, enhancement, improvement or
derivative work; provided that Netscape may not distribute any derivative works
of the Software under this Agreement. Netscape grants Annuncio a worldwide,
perpetual, nonexclusive, royalty-free license to reproduce, modify, perform,
display and distribute Modifications made by or on behalf of Netscape to the
[*]; provided, however, that Netscape does not grant to Annuncio a license to
any Original Code Files (as defined below) that work with the Software solely
(1) through documented API's (whether or not such files are complied together
with the Software as a single executable) or (2) by utilizing the Software's
database. As used in the preceding sentence "Original Code Files" means [*]
files written by or on behalf of Netscape which do not contain any of the [*]
other than such [*] as is necessary for such files to work with the Software as
described in the preceding sentence. Netscape may distribute any such Original
Code Files, and any software derived therefrom, so long as Netscape removes all
of the [*] from the distributed version (e.g. Annuncio's header files may not be
included in products distributed by Netscape without Annuncio's written
permission). Netscape will provide Annuncio with a copy of the licensed
Modifications within five (5) days of putting the modified version of the
Software into production use. The parties acknowledge that Annuncio is under no
obligation to (i) include any

                                      -2-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

of the Modifications in future versions of the Software or Documentation; or
(ii) provide support or maintenance for the modified Software (except to the
extent that such modified Software is made available by Annuncio to other
customers).

5.   SUPPORT, MAINTENANCE AND PROFESSIONAL SERVICES

     5.1  Netscape and Maintenance of software. Annuncio agrees to provide
Netscape with the technical support and Upgrades with respect to the Software
and Documentation, as further described in Exhibit B.

     5.2  Professional Services. Annuncio shall provide professional services to
Netscape employees, independent contractors and consultants in accordance with
the provisions set forth in Exhibit B.

6.   PAYMENTS AND ACCOUNTING

     6.1  Payments. In consideration of the rights granted under this Agreement
by Annuncio to Netscape, Netscape agrees to make payments to Annuncio as
provided in Exhibit B hereto.

     6.2  Taxes. All prices are in U.S. Dollars and are exclusive of any
applicable taxes. The prices in this Agreement are for the Software (including
Documentation) only. Netscape shall be responsible for sales or use taxes
resulting from the granting of the licenses hereunder by Annuncio to Netscape
with respect to the Software, or Netscape shall provide Annuncio with an
appropriate exemption certificate. Annuncio shall be responsible for all other
taxes, assessments, permits and fees, however designated which are levied upon
this Agreement or the Software, except taxes based upon Netscape's net income
with respect to the Software. If any applicable law requires Netscape to
withhold amounts from any payments to Annuncio hereunder, (i) Netscape shall
effect such withholding, remit such amounts to the appropriate taxing
authorities and promptly furnish Annuncio with tax receipts evidencing the
payments of such amounts, and (ii) Netscape shall apply the reduced rate of
withholding provided by the applicable tax treaty after receiving, if required,
any applicable tax forms or local tax authority approvals necessary to apply any
reduced withholding tax rate. Each party shall cooperate with the other in
minimizing any applicable tax.

     6.3  NAS Fee Waiver. Annuncio will not be required to pay license fees to
Netscape with respect to copies of Netscape Application Server software ("NAS")
used by Netscape in connection with the Software under this Agreement.

7.   WARRANTIES AND INDEMNIFICATION

     7.1  Title. Annuncio warrants that (i) it has the right to grant the
licenses as set forth in this Agreement, (ii) such licenses do not infringe on
any third parties' proprietary or personal rights, (iii) it owns or controls all
rights, title and interest in and to the Software, Documentation and Collateral
Materials, (iv) Netscape shall not be obligated to pay any fees or royalties for
use of the Software, Documentation or Collateral Materials other than as
specifically set forth in this Agreement, and (v) there are no pending or
threatened lawsuits concerning any aspect of the Software, Documentation or
Collateral Materials.

                                      -3-
<PAGE>

     7.2  Non-infringement. Without limiting Netscape's rights under
Section 7.7, should the Software, Documentation or Collateral Materials become,
or in Annuncio's opinion be likely to become, the subject of any infringement
claim or suit, Annuncio shall, at its option, (i) procure for Netscape the right
to continue exercising the rights granted under this Agreement, or (ii) modify
the Software, Documentation or Collateral Materials such that they no longer
infringe the proprietary rights of any third party, while maintaining their
functionality, look and feel.

     7.3  Performance. Annuncio warrants during the term of this Agreement that
(i) the media on which the Software and Documentation are delivered will be free
of defects in material and workmanship, (ii) the Software will function [*], and
(iii) the Documentation shall be accurate in all material respects. Annuncio
shall have no obligation under the foregoing warranty for any non-conformance
caused by: (a) alteration, modification, or enhancement of the Software by
Netscape or its subcontractors other than Annuncio (unless such alteration,
modification or enhancement becomes part of a shipping Annuncio product); (b)
use of the Software for other than the intended purpose; (c) use of the Software
on any systems other than the specified hardware platform for such Software; (d)
Netscape's failure to incorporate any upgrades previously released by Annuncio
which corrects such non-conformance, unless such upgrades are properly rejected
by Netscape. The sole remedy for breach of this Section 7.3 is support and
maintenance as required under Exhibit B [*].

     7.4  Export. Annuncio shall be responsible for obtaining any and all
necessary approvals, registrations or certifications for the international sale
or export of the Software. Annuncio shall inform Netscape and keep Netscape
apprised of the export approval status of the Software and must promptly inform
Netscape of any cryptographic technologies used or embedded within the Software,
and of any associated international restrictions.

     7.5  Year 2000. Annuncio warrants that the Software is Year 2000 Compliant.
"Year 2000 Compliant" shall mean the Software complies with the following:

          a)   General Integrity: No value for the current date will interrupt
               -----------------
normal operation: the system on which the Software operates returns the correct
date accurate to century in response to a request for current date, the Software
correctly provides date output and performs calculations on dates or portions of
dates, and the Software is unaffected by any value returned;

          b)   Date Integrity: Correct results are returned in the operation
               --------------
of all legal, arithmetic, logical and calendar operations of dates that span
century marks;

          c)   Explicit Century: The Software's internal date storage format
               ----------------
explicitly includes the century and reporting formats allow date representations
in four digit format;

          d)   Implicit Century: On encountering data that does not include the
               ----------------
century either from transaction input or from an external data source, the
century value is unambiguously inferred by the Software.

                                      -4-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

     7.6  DISCLAIMER. THE WARRANTIES PROVIDED BY ANNUNCIO HEREIN ARE THE ONLY
WARRANTIES PROVIDED BY EITHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES BY EITHER PARTY,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.

     7.7  Indemnity. Annuncio agrees to defend, indemnify and hold Netscape
harmless form all liabilities, costs, damages and expenses (including settlement
costs and attorney's fees) arising from third party claims alleging that
Netscape's exercise of its rights to the Software, Documentation or Collateral
Materials granted by Annuncio hereunder infringes any trademark, patent,
copyright, trade secret or other proprietary right of any third party. In
connection with such indemnification, Netscape will (i) promptly notify Annuncio
in writing of any such claim and grant Annuncio control of the defense and all
related settlement negotiations, and (ii) cooperate with Annuncio, at Annuncio's
expense, in defending or settling such claim; provided that if any settlement
results in any ongoing liability to, or prejudices or detrimentally impacts
Netscape, and such obligation, liability, prejudice or impact can reasonably be
expected to be material, then such settlement shall require Netscape's written
consent. In connection with any such claim, Netscape may have its own counsel in
attendance at all public interactions and substantive negotiations at its own
cost and expense. Notwithstanding anything contained in this Section 7.7,
Annuncio shall have no liability under this Section for any claim of
infringement based solely on (i) Modifications to the Software or Documentation
made by Netscape or by a third party contractor on behalf of Netscape, (ii) the
combination or use by Netscape of the Software with any materials not furnished
by Annuncio (other than materials required for use of the Software or materials
recommended by Annuncio), if such infringement would have been avoided by use of
the Software alone, or (iii) the incorporation into the Software or
Documentation by Annuncio of any materials provided by Netscape for such
purpose.

8.   LIMITATION OF LIABILITY. EXCEPT FOR ANNUNCIO'S OBLIGATIONS AND LIABILITY
UNDER SECTION 7.7 AND SECTION 7.5, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
ANY LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO
THIS AGREEMENT OR THE TECHNOLOGY LICENSED HEREUNDER, WHETHER ARISING IN TORT
(INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF IT HAS BEEN INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. ANNUNCIO'S LIABILITY UNDER SECTION
7.5 SHALL NOT EXCEED THE AMOUNT OF THE PAYMENTS REQUIRED FOR THE INITIAL TERM
UNDER SECTION 1 OF EXHIBIT B.

9.   TERM AND TERMINATION

     9.1  Term. Unless earlier terminated pursuant to the provisions of
Subsections 9.2 or 9.3, the term of this Agreement shall continue until one (1)
year from acceptance by Netscape of the final milestone delivery under
Exhibit A. Netscape may elect to extend the term for additional successive one
- ---------
(1) year periods thereafter by providing notice of renewal prior to expiration
of the then current term.

                                      -5-
<PAGE>

     9.2  Termination for Cause. Either party shall have the right to terminate
this Agreement upon a material breach by the other party of any of its material
obligations under this Agreement, unless within thirty (30) calendar days after
written notice of such default such party remedies such breach. Netscape may
also terminate this Agreement as described in Section 1.3 of Exhibit A, with no
cure period beyond the procedure specified therein.

     9.3  Termination other than for Cause. [*]. If Netscape terminates
under this Section 9.3 prior to the final Milestone Payment (as defined in
Exhibit B), its license under this Agreement shall not survive such termination.

     9.4  Cancellation Fee and Support and Maintenance Terms. If Netscape
terminates this Agreement under Section 9.3 prior to acceptance of the Beta 1
milestone under Exhibit A, Netscape shall pay Annuncio a cancellation fee of [*]
and Section 2 of this Agreement shall survive for three (3) months following
termination. If Netscape terminates this Agreement under Section 9.3 after
acceptance of the Beta 1 milestone under Exhibit A, but prior to acceptance of
the final milestone delivery under Exhibit A, Netscape shall pay Annuncio a
cancellation fee of [*] and Section 2 of this Agreement shall survive for six
(6) months following termination. In either case, Annuncio will continue to make
Upgrades available to Netscape so long as Section 2 survives and, to the extent
that it makes a version of the Software GA during such time, will fulfill its
other support and maintenance obligations.

     9.5  Survival after Termination or Expiration. Sections
1,4,6.2,7,8,9.4,9.5,10 and 11 shall survive the termination or expiration of
this Agreement for any reason. Section 2 shall survive (i) the expiration of
this Agreement, (ii) any termination of this Agreement by Netscape under Section
9.3 that is effective after payment of the final Milestone Payment (as defined
in Exhibit B), or (iii) any termination of this Agreement by Netscape under
Section 9.2 other than termination under Section 1.3 of Exhibit A. Provisions of
other Sections and Subsections which, by their nature, must remain in effect
beyond the termination or expiration of this Agreement shall survive.

10.  CONFIDENTIALITY

     10.1 Confidential Information. Each party (the "Receiving Party")
understands that the other party (the "Disclosing Party") has disclosed or may
disclose information of a confidential nature including, without limitation,
computer programs, code, algorithms, names and expertise of employees and
consultants, know-how, formulas, processes, ideas, inventions (whether
patentable or not), schematics and other technical, business, financial and
product development plans, forecasts, strategies and information ("Proprietary
Information"). All Proprietary Information disclosed in tangible form by the
Disclosing Party shall be marked "confidential" or "proprietary" and all
Proprietary Information disclosed orally or otherwise in intangible form by the
Disclosing Party shall be designated as confidential or proprietary at the time
of disclosure.

     10.2 Disclosure and Use. The Receiving Party agrees (i) to hold the
Disclosing Party's Proprietary Information in confidence and to take all
necessary precautions to protect

                                      -6-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

such Proprietary Information (including, without limitation, all precautions the
Receiving Party employs with respect to its own Proprietary Information), (ii)
not to divulge any such Proprietary Information or any information derived
therefrom to any third person, except independent contractors under an
obligation of confidentiality and with a need to know for purposes authorized
under this Agreement, (iii) not to make any use whatsoever at any time of such
Proprietary Information except as authorized under this Agreement, and (iv) not
to remove or export any such Proprietary Information from the country of the
Receiving Party except as may be allowed by applicable export laws. The
Receiving Party shall limit the use of and access to the Disclosing Party's
Proprietary Information to the Receiving Party's employees, attorneys and
independent contractors under an obligation of confidentiality and restricted
use who need to know such Proprietary Information for the purposes authorized
under this Agreement. The Receiving Party shall treat the Proprietary
Information with at least the same degree of care and protection as it would use
with respect to its own proprietary information. The foregoing obligations shall
survive for a period of five (5) years from the date of disclosure of the
Proprietary Information. Without granting any right or license, the Disclosing
Party agrees that the foregoing shall not apply with respect to information that
the Receiving Party can establish (i) is in the public domain and is available
at the time of disclosure or which thereafter enters the public domain and is
available, through no improper action or inaction by the Receiving Party or any
affiliate, agent or employee, or (ii) was in its possession or known by it prior
to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by
another person without restriction, or (iv) is independently developed by the
Receiving Party without access to such Proprietary Information, or (v) is
required to be disclosed pursuant to any statutory or regulatory authority,
provided the Disclosing Party is given prompt notice of such requirement and the
scope of such disclosure is limited to the extent possible, or (vi) is required
to be disclosed by a court order, provided the Disclosing Party is given prompt
notice of such order and provided the opportunity to contest it.

     10.3 Independent Development. The terms of confidentiality under this
Agreement shall not be construed to limit either party's right to independently
develop or acquire products without use of the other party's Proprietary
Information. Further, Proprietary Information as defined in Section 10.1 above
shall not include the Residuals resulting from access to such Proprietary
Information. The term "Residuals" means information in intangible form which may
be retained in the unaided memories of Receiving Party's employees or
independent contractors who have had access to the information. An employee's or
contractor's memory will be considered to be unaided if the employee has not
intentionally memorized the Proprietary Information for the purpose of retaining
and subsequently using or disclosing it. Neither party shall have any obligation
to limit or restrict the assignment of such persons or to pay royalties for any
work resulting from the use of Residuals. However, the foregoing shall not be
deemed to grant to either party a license under the other party's copyrights or
patents.

     10.4 Return of Proprietary Information. Upon any termination or expiration
of this Agreement each party will destroy or return to the other party (at the
other party's option) all tangible copies of the other party's Proprietary
Information, except for Proprietary Information to which the Receiving Party has
the right to use following termination.

     10.5 Confidentiality of Agreement. Each party agrees that the terms of this
Agreement shall be deemed Proprietary Information of the other party, provided
that in addition

                                      -7-
<PAGE>

to the permitted disclosures under Section 10.2, either party may disclose the
terms of this Agreement (i) if required to do so by law or generally accepted
accounting principles, (ii) as required to assert its rights hereunder, and
(iii) to its own directors, employees, attorneys, accountants, and other
advisors on a "need to know" basis and under an obligation of confidentiality no
less stringent than set forth herein. Each party agrees that the Disclosing
Party will be given prompt notice of any disclosure made pursuant to clause (i)
or (ii) above, and that any such disclosure shall be limited to the extent
possible. In addition, Netscape may disclose the terms of this Agreement or
matters relating thereto to its Affiliates.

11.  GENERAL

     11.1 Dispute Resolution. Any dispute hereunder will be negotiated between
the parties commencing upon written notice from one party to the other.
Settlement discussions and materials will be confidential and inadmissible in
any subsequent proceeding without both parties' written consent. If the dispute
is not resolved by negotiation within 45 days following such notice, the parties
will refer the dispute to non-binding mediation conducted by JAMS/Endispute in
Santa Clara County, California (the "Venue"). The parties will share the costs
of mediation. If the dispute is not resolved after forty-five (45) days of
mediation, the parties will refer the dispute to binding arbitration by
JAMS/Endispute in the Venue. The results of any arbitration will be final and
non-appealable, except that either party may petition any court of competent
jurisdiction in the Venue to review any decision relating to intellectual
property matters (including the scope of license rights), vacating or modifying
erroneous conclusions of law or findings of fact not supported by substantial
evidence. The arbitrator may fashion any legal or equitable remedy except
punitive or exemplary damages, which both parties hereby waive. The arbitrator
will render a written decision, which may be entered in and enforced by any
court of competent jurisdiction, but which will have no preclusive effect in
other matters involving third parties. The losing party will pay the costs of
the arbitration and the reasonable legal fees and expenses of the prevailing
party, as determined by the arbitrator. The parties will jointly pay arbitration
costs pending a final allocation by the arbitrator. At any point in the dispute
resolution process, either party may seek injunctive relief preserving the
status quo pending the outcome of that process. Except as noted, the parties
hereby waive any right to judicial process. California law, without regard to
its conflict-of-law provisions, will govern this Agreement. The U.S. Arbitration
Act and JAMS/Endispute rules will govern the arbitration process. Absent
fraudulent concealment, neither party may raise a claim more than 3 years after
it arises or any shorter period provided by applicable statutes of limitations.

     11.2 Entire Agreement. This Agreement, including the exhibits and
attachments referenced on the signature page hereto, constitutes the entire
Agreement and understanding between the parties and integrates all prior
discussions between them related to its subject matter. No modification of any
of the terms of this Agreement shall be valid unless in writing and signed by an
authorized representative of each party.

     11.3 Assignment. Neither party may assign any of its rights or delegate any
of its duties under this Agreement, or otherwise transfer this Agreement without
the prior written consent of the other party, except in connection with a
merger, reorganization or sale of substantially all assets of such party related
to this Agreement. Any attempted assignment, delegation or transfer in
derogation hereof shall be null and void. This Agreement shall apply to

                                      -8-
<PAGE>

and bind any permitted successor or assigns of the parties hereto. All Netscape
business units, groups and divisions may continue to exercise the rights granted
under this Agreement following any transfer of such groups to separately owned
entities (through reorganization, sale of assets or otherwise). The parties
acknowledge that Netscape has entered into an agreement (the "AOL Agreement") to
be acquired by America Online, Inc. ("AOL"). The rights granted under this
Agreement may be transferred in connection with the AOL Agreement, but shall not
be expanded to include other business currently operated by AOL (e.g. the
Netcenter business unit may continue to exercise rights under this Agreement,
but the AOL.com business unit may not exercise rights under this Agreement).

     11.4 Notices. All notices required or permitted hereunder shall be given in
writing addressed to the respective parties as set forth below and shall either
be (i) personally delivered, (ii) transmitted by postage prepaid certified mail,
return receipt requested, or (iii) transmitted by nationally-recognized private
express courier, and shall be deemed to have been given on the date of receipt
if delivered personally, or two (2) days after deposit in mail or express
courier. Either party may change its address for purposes hereof by written
notice to the other in accordance with the provisions of this Subsection. The
addresses for the parties are as follows:

     Annuncio:                          Netscape:

     Annuncio Software                  Netscape Communications Corporation
     5150 El Camino Real, Suite B31     501 East Middlefield Road
     Los Altos, CA 94022                Mountain View, CA 94043
     Fax: (650) 314-6100                Fax: (650) 528-4123
     Attn: President                    Attn: General Counsel

     11.5 Force Majeure. Neither party will be responsible for any failure to
perform its obligations under this Agreement due to causes beyond its reasonable
control, including but not limited to acts of God, war, riot, embargoes, acts of
civil or military authorities, fire, floods or accidents.

     11.6 Waiver. The waiver, express or implied, by either party of any breach
of this Agreement by the other party will not waive any subsequent breach by
such party of the same or a different kind.

     11.7 Headings. The headings to the Sections and Subsections of this
Agreement are included merely for convenience of reference and shall not affect
the meaning of the language included therein.

     11.8 Independent Contractors. The parties acknowledge and agree that they
are dealing with each other hereunder as independent contractors. Nothing
contained in this Agreement shall be interpreted as constituting either party
the joint venturer, employee or partner of the other party or as conferring upon
either party the power of authority to bind the other party in any transaction
with third parties.

     11.9 Severability. In the event any provision of this Agreement is held by
a court or other tribunal of competent jurisdiction to be unenforceable, such
provision shall be reformed

                                      -9-
<PAGE>

only to the extent necessary to make it enforceable, and the other provisions of
this Agreement will remain in full force and effect.

     11.10  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. For purposes hereof, a
facsimile copy of this Agreement, including the signature pages hereto shall be
deemed to be an original. Notwithstanding the foregoing, the parties shall
deliver original execution copies of this Agreement to one another as soon as
practicable following execution thereof.

     11.11  Beneficiary. For the purposes of this Agreement, Annuncio shall be
deemed to be a third party beneficiary of all confidentiality agreements
contemplated by Sections 2.3, 10.2 and 10.5; provided, however, that Netscape is
not required to identify Annuncio as such therein and is not required to
disclose such agreements to Annuncio except as may be necessary in connection
with a bona fide dispute regarding Annuncio's Source Code; provided, further,
that nothing in this Section 11.11 shall operate to expand Annuncio's ability to
receive access to privileged communications or privileged work product.

                                      -10-
<PAGE>

ANNUNCIO:                                NETSCAPE:

Annuncio Software, Inc.                  Netscape Communications Corporation

By: /s/ Didier Moretti                   By: /s/ William Turpin
   ---------------------------------        ----------------------------------
Print Name: Didier Moretti               Print Name: William Turpin
           -------------------------                --------------------------

Title: President & CEO                   Title: VP, Netcenter Development
      ------------------------------           -------------------------------


Effective Date: 12/23/98
               ---------------------

Exhibit A:     Software

Attachment A1: Software Functionality

Exhibit B:     Payments & Support

Attachment B1: Support Obligations

Exhibit C:     Marketing Activities / Promotions for Initial Term

<PAGE>

                                   EXHIBIT A

                                   Software

1.   SOFTWARE

     1.1  Definition of Software. The Software is a campaign automation solution
that includes Annuncio Campaign Servers, Annuncio Mailcasters and Annuncio
Clients. Version 1.0 of the Software will include the functionality indicated on
the attached Attachment A-1.

     1.2  Development Milestones / Delivery. Annuncio will deliver the Software
to Netscape in accordance with the schedule indicated below:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Due Date             Milestone            Deliverable              Recommended Usage
- ------------------------------------------------------------------------------------------------
<S>               <C>              <C>                          <C>
Effective Date    Contract signed  Pilot version of Software    Netscape experimentation and
                                                                training.
- ------------------------------------------------------------------------------------------------
1/25/99           Beta 1           Pilot plus the following     - Ad-hoc campaigns

                                   - HTML email

                                   - Support for Oracle DB on
                                     Sun Solaris

                                   - Support for NAS on Sun
                                     Solaris
- ------------------------------------------------------------------------------------------------
3/8/99            Beta 2           Complete functionality as    Additional Campaigns
                                   defined in Attachment A-1
                                   tested to beta quality
- ------------------------------------------------------------------------------------------------
4/22/99           GA               Annuncio Version 1.0         Production

                                                                - All Campaigns
- ------------------------------------------------------------------------------------------------
</TABLE>

     The parties acknowledge that the schedule listed above is based on the
following material assumptions: (1) Annuncio will have access to a Netscape
engineer familiar with NAS, up to one half time equivalent, to the extent needed
for assistance with NAS configuration and testing of
scalability/load/reliability, through GA acceptance; and (2) Annuncio will have
access to a Netscape laboratory and equipment, up to one business day per week,
for testing of scalability/load/reliability, through GA acceptance; Annuncio may
have such additional access to such laboratory and equipment as may be
reasonably necessary to install software and set up the testing environment.
Access to the Netscape laboratory and equipment will be on an escorted basis and
will be subject to Netscape's security requirements applicable to such facility.
Access must be scheduled at least one (1) week in advance.

     Annuncio will deliver the Source Code for the GA version of the Software
within five (5) days following receipt of the fee associated with the GA
milestone (under Exhibit B). For subsequent Upgrades, Annuncio will provide
Source Code with each delivery of Object Code.

                                      A-1
<PAGE>

     1.3  Acceptance Procedure. Prior to delivering the Software to Netscape,
Annuncio shall conduct quality assurance testing of the Software, including
quality assurance testing of the issues described in Section 7.5 of the
Agreement to ensure that the Software is Year 2000 Complaint. By each milestone
indicated above, Annuncio shall deliver to Netscape the following: (i) the
indicated version of the Software in Object Code form; and (ii) all test cases,
results and libraries used by Annuncio in conducting the quality assurance
testing of the Software described in the preceding sentence; and (iii) test
cases which will allow Netscape to perform regression testing for each of the
major areas of functionality of the Software (which areas of major functionality
shall be mutually agreed upon by the parties). Within the Testing Period (as
defined below), Netscape or its designee shall test the Software to determine
whether the Software is reasonably acceptable to Netscape, including determining
whether the Software conforms to the specifications for the Software in
Attachment A-1 (in the case of Beta 2 and GA code) and applicable end-user
documentation ("Specifications"). If Netscape accepts such version of the
Software, Netscape shall provide Annuncio with written notice that Netscape has
accepted such version; failure to provide notice of rejection within such thirty
(30) day period shall be deemed to be acceptance. If Netscape rejects such
version of the Software, Netscape shall notify Annuncio of rejection in writing,
including a clear statement of the reason(s) for rejection, and Annuncio shall
redeliver the corrected Software as soon as commercially practicable, but in any
event no later than thirty (30) days after the date Netscape provided Annuncio
with notice of rejection. In the event Annuncio does not redeliver the Software
within the time frame set forth in the preceding sentence or Netscape again
rejects the Software, Netscape may request that Annuncio correct and redeliver
the Software in accordance with the procedure set forth above until Netscape
accepts the Software, or Netscape may terminate this Agreement, effective
immediately. If Netscape terminates in such case, Netscape shall have no
obligation to make payments to Annuncio under this Agreement; provided, however,
that the payment associated with the Beta 2 milestone (under Exhibit B) is non-
refundable and rejection of the GA milestone would not eliminate Netscape's
obligation to make such Beta 2 milestone payment if the Beta 2 milestone had
been accepted and payment not yet made.

     As used in the above section, "Testing Period" means fifteen (15) days
after the later of actual delivery and scheduled delivery, in the case of the
Beta 1 milestone, and thirty (30) days after the later of actual delivery and
scheduled delivery, in the case of the Beta 2 milestone and the GA milestone.

                                      A-2
<PAGE>

                                ATTACHMENT A-1

                            Software Functionality

[*]

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

                                   EXHIBIT B

                             Payments and Support

1.   PAYMENTS

     ------------------------------------------------------------------------
                   Due Date                       Milestone Payment
     ------------------------------------------------------------------------
     Thirty (30) days following              [*]
     Netscape acceptance of Beta 2 of
     Version 1.0 of the Software
     ------------------------------------------------------------------------
     Thirty (30) days following              [*]
     Netscape acceptance of final
     (GA) milestone of Version 1.0 of
     the Software
     ------------------------------------------------------------------------

     For each one year extension to this Agreement, Netscape will pay the
applicable support/maintenance fee indicated in Attachment B-1, due within 30
days following the start of such extension.

2.   SUPPORT AND MAINTENANCE.

     2.1  Technical Support of Netscape. During the term of this Agreement:

          A.   Annuncio shall appoint a technical contact to whom Netscape may
address all technical questions relating to Annuncio technologies. Upon
execution of this Agreement, the parties shall determine a mutually agreeable
procedure by which Netscape shall direct its technical questions to the
appropriate Annuncio technical contact.

          B.   Annuncio shall promptly answer all technical questions asked by
Netscape relative to the Software.

          C.   During the development phase of Version 1.0 of the Software (i.e.
prior to acceptance of GA), Annuncio will provide Netscape with up to one-half
full time equivalent support services engineer, primarily on-call with on-site
as necessary. In addition, for a period of one year following acceptance of the
GA milestone under Exhibit A, Annuncio will, for each major release of the
Software, provide two (2) days of on-site installation and/or upgrade services
at such times as Netscape designates and without cost to Netscape. Such
installation and/or upgrade services shall occur at Netscape's Mountain View,
California facilities.

          D.   Beginning with the final milestone acceptance by Netscape under
Exhibit A, Annuncio shall provide to Netscape support and maintenance services
consistent with the support obligations described on Attachment B-1 hereto, with
respect to the Software including, without limitation, identification of
defective Software object code and providing corrections, workarounds and/or
patches to correct defects or errors in such object code.

                                      B-1

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          E.   Netscape will secure its own internal technical support for NAS
as needed.

          F.   Annuncio's support and maintenance of Source Code is limited to
Section 4 of Attachment B-1. Annuncio has no obligation to support Object Code
of modules that have been modified by Netscape through changes in Source Code,
unless such modified versions have been incorporated into shipping Annuncio
products. For errors Netscape encounters in unsupported modified modules,
Netscape will receive support if it can reproduce the error in the standard
version of the module.

          G.   Fees for support and maintenance services provided by Annuncio
are detailed in Attachment B-1.

     2.2  Upgrades. Annuncio will include Netscape in its alpha and beta
programs during the term for any Upgrades, and will provide Netscape with the
production version of such Upgrades of the Software simultaneously with its
earliest release of such Upgrades to other customers.

     2.3  Additional Services. In addition to support and maintenance services
included in the payments under this Agreement, Annuncio will be available to
assist in special projects or to perform custom development on behalf of
Netscape at a rate of: (i) [*] per day for projects started prior to
acceptance of the GA milestone, (ii) [*] per day for projects started during
the remainder of the initial term of this Agreement, and (iii) at a rate to be
determined thereafter based on volume requirements.

                                      B-2

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                ATTACHMENT B-1

                              Support Obligations

     Annuncio shall provide to Netscape support and maintenance services
consistent with the following:

1.   DEFINITIONS

     1.1  "Error" means any instance where a product or update or upgrade to a
product does not substantially conform to its documented features and
specifications.

     1.2  "Workaround" means a method by which a user of a product can, by
making a limited number of procedural or programming changes in a product,
prevent the occurrence or re-occurrence of an Error. Programming changes include
adjustments to set-up and configurations files or other settings that do not
require recompilation.

     1.3  "Respond" means and includes: taking and logging the Error call; in
the case of Priority 1 Errors, providing to Netscape an action/resolution plan
within four (4) hours of initial call receipt and acknowledgment; and, in cases
of Priority 1 and 2 Errors, making best efforts on a continuing basis to cure
the Error until the Error is cured.

2.   OBLIGATIONS

     2.1  Error Reporting. Errors may be reported on a 24 hours per day, 365 day
per year basis. During normal business hours, Annuncio's technical staff shall
be available to receive error reports directly from Netscape by telephone.
Outside of normal business hours, Netscape may report errors by pager,
electronic mail, voice mail, fax or telephonic recording capability. Annuncio
shall provide Netscape with a telephone number which will forward messages to a
pager that will be carried by an appropriate Annuncio on-call support person at
all times and which Netscape may use to report errors at any time.

     2.2  Support Requests. Annuncio will Respond and use best efforts to
correct or provide a Workaround to Priority 1 and Priority 2 Errors that
Netscape identifies, classifies and reports; and will use reasonable commercial
efforts to Respond to other Errors within the time frames set forth below.

Timeframe for Regular Technical Support and Maintenance

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  Notification Mechanism                              Target
Priority                                                             & Required Time                Status            Repair
Error                    Title and Explanation                          to Respond                  Reports            Time
- -----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                           <C>                                <C>               <C>
   1           Fatal Error--No useful work can be done.      Voice or Pager: [*]                  [*]              [*]
                                                             (during regular business hours)
- -----------------------------------------------------------------------------------------------------------------------------------
   2           Severe Impact--Functionality disabled.            Voice or Pager: [*]              [*]              [*]
               Errors which result in a lack of              (during regular business hours)
               application functionality or cause
               intermittent system
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     B-1-1

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  Notification Mechanism                            Target
Priority                                                             & Required Time               Status           Repair
 Error                   Title and Explanation                          to Respond                 Reports           Time
- -----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                             <C>                             <C>                <C>
               failure.
- -----------------------------------------------------------------------------------------------------------------------------------
   3           Degraded Operations--Errors causing             Voice or Pager: [*]                   [*]                 [*]
               malfunction of non-critical functions.             Email: [*]
                                                               business day coverage
- -----------------------------------------------------------------------------------------------------------------------------------
   4           Minimal Impact--Attributes and/or options       Voice or Pager: [*]                   [*]                 [*]
               to utility programs do not operate as              Email: [*]
               stated.                                         business day coverage
- -----------------------------------------------------------------------------------------------------------------------------------
   5           Enhancement Request.                                Any: [*]                          [*]                 [*]
                                                               business day coverage
 ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Timeframe for 7x24 Technical Support and Maintenance

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  Notification Mechanism                            Target
Priority                                                             & Required Time               Status           Repair
 Error                   Title and Explanation                          to Respond                 Reports           Time
- -----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                               <C>                              <C>                <C>

   1        Fatal Error--No useful work can be done.             Voice or Pager: [*]                 [*]                 [*]
                                                                      7X24 coverage
- -----------------------------------------------------------------------------------------------------------------------------------
   2        Severe Impact--Functionality disabled.               Voice or Pager: [*]                 [*]                 [*]
            Errors which result in a lack of application              7X24 coverage
            functionality or cause intermittent system
            failure.
- -----------------------------------------------------------------------------------------------------------------------------------
   3        Degraded Operations--Errors causing                  Voice or Pager: [*]                 [*]                 [*]
            malfunction of non-critical functions.                  Email: [*]
                                                                  business day coverage
- -----------------------------------------------------------------------------------------------------------------------------------
   4        Minimal Impact--Attributes and/or options to          Voice or Pager: [*]                [*]                 [*]
            utility programs do not operate as stated.              Email: [*]
                                                                  business day coverage
- -----------------------------------------------------------------------------------------------------------------------------------
   5        Enhancement Request.                                      Any: [*]                       [*]                 [*]
                                                                  business day coverage
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3.   SUPPORT AND MAINTENANCE FEES. Fees for support and maintenance services are
described below. After the initial term of this Agreement, the fees listed for
7X24 Support and Maintenance are subject to annual increases equal to the
greater of [*] or the rate of inflation for any extension terms. After the first
one (1) year extension of the term of this Agreement, the fees listed for
Regular Support and Maintenance will increase annually by the greater of [*] or
the rate of inflation for any additional extension terms. Requests for Scheduled
7X24 Support and Maintenance shall be made in writing at least two (2) weeks in
advance of the required service date; provided, however, that if the required
service period includes New Year's Day, Martin Luther King Day, President's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day or Christmas Day,
then such request must be made at least thirty (30) days in advance of such
holiday. Upon receipt of such notice, Annuncio will: (i) arrange for the
provision of such services to Netscape; and (ii) generate an invoice for such
services. Invoices for Scheduled 7X24 Support and Maintenance shall be due and
payable within thirty (30) days of receipt by Netscape.

                                     B-1-2

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                   Description                                                                 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>
Regular Technical Support and Maintenance (during Annuncio        Initial term: included in fee described in Section 1 of Exhibit B
business hours: 9:00 AM to 5:30 PM)

                                                                  Each one year extension to the term: [*] for the first
                                                                  extension, with increases as described above for any additional
                                                                  extensions.
- -----------------------------------------------------------------------------------------------------------------------------------
7 X 24 Support and Maintenance (may be purchased on a             Monthly: [*]
monthly, weekly or daily basis)
                                                                  Weekly: [*]

                                                                  Daily: [*] day -- Monday through Thursday

                                                                  [*]/day -- Friday through Sunday and holidays
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4.   SOURCE CODE. Source Code support and maintenance is not included in the
support and maintenance described and priced above. Source Code support and
maintenance will be provided as follows: Annuncio agrees to provide up to five
(5) days of engineering support free of charge for the initial term of this
Agreement. For the purposes of this provision, "engineering support" includes
any review of source code, setup of change control procedures, and other Source
Code specific activities. Additional days of engineering support are available
upon request by Netscape. Additional days will be billed to Netscape at a rate
of [*] per day. Annuncio has no obligation to support or maintain Source Code
that has been modified by Netscape.


                                     B-1-3

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                   EXHIBIT C

               Marketing Activities / Promotions for Initial Term

Public Announcement. The parties will issue a joint press release announcing the
- -------------------
Agreement, details to be mutually agreed prior to release.

Joint Speaking Opportunities. The parties will participate in [*] joint
- ----------------------------
industry speaking opportunities in 1999, details to be mutually agreed.

Annuncio Customer Reference. Netscape will make [*] person available by
- ---------------------------
phone to speak with press, analysts and customers about Netscape's experience
with Annuncio and the Software, [*] per month during the initial term of this
Agreement.

Netcenter Marketing Placements. Netscape agrees to provide Annuncio with up to
- ------------------------------
[*]. Placement of [*] are subject to Netscape's standard terms for the
applicable service areas.

                                      C-1

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>
                                                                 Exhibit 10.8.3
                            ANNUNCIO SOFTWARE, INC.
                           -------------------------

                        SOFTWARE OUTSOURCING AGREEMENT
                        ------------------------------

     This Software Outsourcing Agreement (this "Agreement") is entered into as
                                                ---------
of the 30th day of November, 1999 (the "Agreement Effective Date") by and
                                        ------------------------
between Annuncio Software, Inc., a California corporation with an office at 2440
W El Camino Real, Suite 300 Mountain View, CA 94040 ("Annuncio"), and eBay Inc.,
a Delaware corporation having an office at 2125 Hamilton Ave., San Jose,
California 95125 ("Customer").
                   ---------

                                   RECITALS

     WHEREAS, Annuncio has developed certain Internet marketing automation
software known as Annuncio Live TM; and

     WHEREAS, Customer wishes to contract with Annuncio to obtain the services
described in the various Statements of Work ("SOW") in order to automate its
Internet and integrated marketing campaigns.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:

1.   DEFINITIONS:

1.1  "Annuncio Servers" means the computer hardware servers controlled by
      --------------
Annuncio.

1.2  "Materials" means Customer's advertising and marketing information stored
      ---------
and organized by Annuncio's Software.

1.3  "Outsourcing Services" means those software outsourcing and/or hosting
      --------------------
services provided by Annuncio pursuant to the terms of Schedule A-1 attached
hereto

1.4  "Software" means Annuncio's proprietary software in object code form and
      --------
any updates or upgrades thereto provided by Annuncio hereunder.

1.5  "User Data" shall mean the Customer registered users that Customer will
      ---------
provide to Annuncio under this Agreement from time to time. The User Data shall
be comprised of the Customer UserID and email address.

2.   AGREEMENT.

2.1  Structure. The Agreement consists of the Agreement and the following
     ---------
Schedules, which are incorporated herein in their entirety:

               Schedule A-1: Initial Statement of Work
               Schedule B:     Online Conduct Policies.

The parties hereby agree that the previous Software License and Services
Agreement between the parties, executed on September 16, 1999, is terminated in
its entirety upon the Agreement Effective Date.

2.2  Scope of Engagement. Annuncio will provide Customer with access to the
     -------------------
Annuncio Servers, through which Customer may, using Annuncio's Software pursuant
to the limited license granted herein, organize and store Customer's advertising
and marketing Materials.

3.   TERM AND RENEWAL OF TERMS.

3.1  This Agreement is for a two (2) year term, beginning on the Agreement
Effective Date.

3.2  This Agreement shall renew automatically for additional twelve (12) month
terms, unless either party notifies the other with thirty (30) days notice to
terminate the Agreement, before the end of the applicable term.

4.   LIMITED SOFTWARE LICENSE.

4.1  License. Subject to the terms and conditions of this Agreement, Annuncio
     -------
grants Customer a nonperpetual, nonexclusive, nontransferable, license to
install the client version of the Software and use or permit use of the Software
solely as follows: (i) as hosted by Annuncio hereunder, and (ii) for purposes of
defining, executing, and analyzing Internet marketing campaigns, and
transferring and storing customer data used in such marketing campaigns.
Customer may make a reasonable number of copies of the client version


[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


<PAGE>

of the Software solely for backup purposes. The license granted hereunder is
subject to the "Marketing Transactions" and server limits set forth in Schedule
A-1.

4.2  Restrictions. Customer shall not: (i) disassemble, reverse engineer,
     ------------
decompile, or otherwise attempt to derive source code from the Software, modify,
adapt, create derivative works based upon, or translate the Software; (ii)
install the server version of the Software on any of its computer systems,
servers, or networks; (iii) sublicense, transfer, lease, loan, resell for
profit, distribute or otherwise grant any rights in the Software in any form to
any other party, including commercial time-sharing, rental, or service bureau
use; or (iv) copy the Software except as permitted by Section 4.1.

4.3  Ownership. This license is not a sale and does not convey any rights of
     ---------
ownership in or to the Software. Annuncio retains all right, title, and interest
in the Software (including any updates, upgrades or modifications thereof) and
reserves all rights not explicitly granted. Customer retains all right, title,
and interest in the Materials.

5.   SERVICES.

5.1  Services. Annuncio will provide those Outsourcing Services set forth in
     --------
Schedule A-1. In addition, as Customer and Annuncio may agree from time to time
during the Term, Annuncio will provide the consulting and/or advisory services
described in each separate Schedule A attached hereto (each, a "STATEMENT OF
WORK" or "SOW") at the price set forth therein. Each Schedule A hereto shall be
sequentially numbered (i.e. Exhibit(s) A-1, A-2, etc.) and shall not be binding
until it has been signed by both of the parties

5.2  Ownership. All right, title and interest in and to any enhancements,
     ---------
modifications or updates to the Software developed by Annuncio and furnished to
Customer hereunder or developed by Customer shall be and remain with Annuncio.
Customer shall treat all enhancements, modifications and updates, whether
developed by

ANNUNCIO SOFTWARE, INC.               PAGE 1                     CONFIDENTIAL
<PAGE>

Annuncio or Customer, in accordance with the restrictions and limitations set
forth in the this Agreement.

5.3  User Data Ownership. Customer shall own the User Data and does not in any
     -------------------
way assign, transfer, or convey title of the user list to Annuncio. Annuncio
acknowledges and agrees that the user list and all right, title and interest, is
and shall remain the exclusive property of Customer, and except as expressly
described in section 13 of this Agreement, Annuncio shall have no rights to
copy, use, reproduce, display, perform, modify or transfer the user list and any
derivative works thereof. Annuncio acknowledges and agrees that Annuncio shall
not use the User Data for any other use other than described herein or requested
by Customer and shall not permit any facilitator to use the User Data for any
other use than otherwise described herein or requested by Customer, without the
prior written approval of Customer and that any unlicensed use of such user list
may constitute irreparable harm to Customer.

6.   CONFIDENTIAL INFORMATION.

6.1  Definition. Confidential Information means any information disclosed by
     ----------
either party ("Disclosing Party") to the other party ("Receiving Part"), either
directly or indirectly, in writing, orally, electronically, visually, or by
inspection of tangible objects (including without limitation documents,
prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation or should be
reasonably understood to be confidential or proprietary. Confidential
Information includes, without limitation, all information relating to the source
code of any Annuncio Software, the operation of the Software, the Documentation,
or the terms and conditions of this Agreement to be Confidential Information.
Customer's User Data and information concerning marketing and advertising
services, all site and business development plans, and specific events and
features planned for or by Customer are deemed confidential information.
Confidential information also includes, but is not limited to, trade secrets,
computer programs, software, documentation, formulas, data, inventions,
techniques, marketing plans, strategies, forecasts, customer lists, employee
information, financial information, confidential information concerning either
party's business or organization, as either party has conducted it or as either
party may conduct it in the future, information concerning any of either party's
past, current or possible future products or methods, including information
about either party's research, development, engineering, purchasing,
manufacturing, accounting, marketing, selling, leasing and/or software
(including third party software).

6.2  Definition Exclusion. Confidential Information shall exclude information
     --------------------
that: (a) was independently developed by the Receiving Party without any use of
the Disclosing Party's Confidential Information or by the Receiving Party's
employees or other agents (or independent contractors hired by the Receiving
Party) who have not been exposed to the Disclosing Party's Confidential
Information; (b) becomes known to the Receiving Party, without restriction, from
a source other than the Disclosing Party without breach of this Agreement and
that had a right to disclose it; (c) was in the public domain at the time it was
disclosed or becomes in the public domain through no act or omission of the
Receiving Party; or (d) was rightfully known to the Receiving Party, without
restriction, at the time of disclosure. These Exclusion shall not apply to the
Confidential Information contained in the User Data.

6.3  Non-use and Non-disclosure. Each party agrees not to use any Confidential
     --------------------------
Information of the other party for any purpose except to perform its obligations
or exercise its rights under this Agreement. Each party agrees not to disclose
any Confidential Information of the other party to third parties or to such
party's employees, except to those employees of the receiving party who are
required to have the information in order to perform such party's obligations
under this Agreement. Neither party shall reverse engineer, disassemble or
decompile any prototypes, software or other tangible objects which embody the
other party's Confidential Information and which are provided to the party
hereunder. Each party agrees that it shall take commercially reasonable measures
to protect the secrecy of and avoid disclosure and unauthorized use of the
Confidential Information of the other party. Without limiting the foregoing,
each party shall take at least those measures that it takes to protect its own
most highly confidential information and shall ensure that its employees who
have access to Confidential Information of the other party have signed a non-use
and non-disclosure agreement in content similar to the provisions hereof, prior
to any disclosure of Confidential Information to such employees. Each party
shall reproduce the other party's proprietary rights notices on any such
approved copies, in the same manner in which such notices were set forth in or
on the original.

6.4  Compelled Disclosure. If a Receiving Party is, or believes that it will be,
     --------------------
compelled by a court or other authority to disclose Confidential Information of
the Disclosing Party, it shall give the Disclosing Party prompt notice so that
the Disclosing
<PAGE>

Party may take steps to oppose such disclosure.

6.5  User Data Confidentiality. Annuncio agrees that it shall take commercially
     -------------------------
reasonable steps to protect the confidential information of Customer, using
methods at least substantially equivalent to the steps it takes to protect its
own proprietary information, but not less than a commercially reasonable
standard, during the term of this Agreement and for a period of three (3) years
following the expiration or termination of this Agreement. Annuncio shall
prevent the duplication or disclosure of confidential information, other than by
or to its employees who must have access to the confidential information to
perform such party's obligations, provided that Annuncio shall make sure that
such employees are aware of the restrictions of this section 6. Annuncio agrees
that the User Data received from Customer and all lists created or derived from
such User Data (whether licensed or not) shall be treated and maintained as
confidential information under this section 6.

7.   PAYMENT OBLIGATIONS.

7.1  Payment. For the Outsourcing Services provided hereunder, Annuncio will
     -------
invoice Customer as specifically set forth in Schedule A-1 on a monthly basis.
For any additional consulting or advisory services provided pursuant to a
separate Schedule, Customer shall pay Annuncio for performing the additional
services as shown in the applicable Schedule. All fees are due and payable to
Annuncio within 30 days after the receipt of an Annuncio invoice. Fees not paid
when due will, after notice to Customer, accrue late charges at a rate of 1.5 %
per month, or the maximum rate allowed under law, whichever is lower, from the
due date until the date paid. All fees quoted and payments made hereunder are in
U.S. Dollars.

7.2  Taxes. Customer shall be responsible for all sales taxes, use taxes and any
     -----
other similar taxes and charges of any kind imposed by any federal, state or
local governmental entity on the transactions contemplated by this Agreement,
excluding only U.S., state, local and foreign taxes based solely upon Annuncio's
income. When Annuncio has the legal obligation to pay or collect such taxes, the
appropriate amount shall be invoiced to and paid by Customer unless Customer
provides Annuncio with a valid tax exemption certificate authorized by the
appropriate taxing authority.

ANNUNCIO SOFTWARE, INC.               PAGE 2                  CONFIDENTIAL
<PAGE>

7.3  Expenses. Customer will reimburse Annuncio for all reasonable and necessary
     --------
travel and other related expenses incurred by Annuncio in the performance of
those Outsourcing Services or other consulting and/or advisory services at
locations other than Annuncio facilities, subject to Customer's receipt of an
invoice and supporting documentation.

8.   INDEMNITY.

8.1  Materials. Except for unapproved changes to Customer's Materials by
     ---------         -------------------------
Annuncio. Customer is solely responsible for the content of the Materials (as
defined in Section 1.3). For any and all Materials, Customer shall obtain any
and all licenses to, and releases of intellectual or proprietary rights
subsisting in such Materials before delivery to Annuncio or placement within the
Service. If Customer is made aware of Materials that Customer reasonably deems
to be in violation of law, then Customer shall remove such Materials. If there
is any damage or loss of any Materials, however caused, then Customer's sole and
exclusive remedy, and Annuncio's sole and exclusive liability for such damage or
loss is for Annuncio to use all commercially reasonable efforts to provide to
Customer the version of the Materials from Annuncio's most recent regularly
scheduled backup. Customer shall, at its expense, defend and hold Annuncio, its
parent and subsidiary companies and its directors, officers and employees
harmless from any and all damages, liabilities, costs and expenses (including
reasonable attorneys' fees) incurred by Annuncio arising out of or relating to
any third party claim, suit or proceeding alleging that the Materials: (i) are
factually inaccurate, misleading or deceptive; (ii) infringe or misappropriate
any copyright, trademark, trade secret or other intellectual property right of
any third party; or (iii) are libelous, defamatory, obscene or pornographic or
violates other civil or criminal laws, including those regulating the use and
distribution of content on the Internet and protection of personal privacy;
provided that Annuncio promptly notifies Customer in writing of any such claim
and promptly tenders full control of the defense and settlement of any such
claim to Customer at Customer's expense and with Customer's choice of counsel.
Annuncio shall cooperate with Customer, at Customer's expense, in defending or
settling such claims. Notwithstanding the provisions of section 8.1 above,
Customer assumes no liability for infringement claims arising out of or by
Annuncio's modification of the Materials, unless such modification was approved
or consented to by Customer.

8.2  Intellectual Property Indemnification. Annuncio shall, at Annuncio's option
     -------------------------------------
and expense, indemnify and hold harmless Customer, from all cost (including
reasonable attorneys' fees), damage, loss or expense arising out of or relating
to any claim, suit or proceeding brought by a third party against Customer or
its parent company, subsidiaries, directors, officers and employees on the issue
of infringement by the Software of any U.S. trademark, copyright or trade
secret. For any claim made pursuant to this provisions:

(a)  Annuncio shall have sole control of any such action or settlement
negotiations, and Annuncio agrees to pay any final judgment entered against
Customer or settlement entered into on such issue in any such suit or proceeding
defended by Annuncio; provided Customer promptly notifies Annuncio in writing of
such claim; and Annuncio has sole control of the defense of any such claim.

(b)  If the Software, or any part thereof, is, or in the opinion of Annuncio may
become, the subject of any claim, suit or proceeding for infringement of any
such copyright if it is adjudicatively determined that the Software, or any part
thereof, infringes any such copyright or if the use of the Software, or any part
thereof, is, as a result, enjoined, then Annuncio shall, at its option and
expense, provide one of the following remedies: (i) procure for Customer and its
customers, at no cost to Customer, the right under such copyright to continue to
use, the Software or such part thereof; or (ii) replace the Software, or part
thereof, with other suitable software; or (iii) suitably modify the Software, or
part thereof; or (iv) if the use of the Software, or part thereof, is prevented
by injunction, remove the Software, or part thereof, and refund the payments
paid therefore by Customer for the then-current month, without prejudice to its
continuing indemnification obligations.

     (c)  Notwithstanding the provisions of Section 8.2 above, Annuncio assumes
no liability for infringement claims arising out of the Materials or by Client's
modification of the Software without Annuncio's authorization, or the use or
combination of the Software with materials, equipment or machinery not provided
by Annuncio.

     (d)  THE FOREGOING PROVISIONS OF THIS SECTION 8.2 STATE THE ENTIRE
LIABILITY AND OBLIGATION OF ANNUNCIO AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH
RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF COPYRIGHTS, OR OTHER
INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART THEREOF.

8.3  Indemnification. Annuncio shall, at its expense, defend and hold Customer,
     ---------------
its parent and subsidiary companies and its directors, officers and employees
harmless from any and all damages, liabilities, costs and expenses (including
reasonable attorneys' fees) incurred by Customer arising out of or relating to
any third party claim, suit or proceeding arising out of Annuncio's violation or
any alleged violation of any applicable
<PAGE>

local, state or federal law or regulation, provided that Customer promptly
notifies Annuncio in writing of any such claim and promptly tenders full control
of the defense and settlement of any such claim to Annuncio at Annuncio's
expense and with Annuncio's choice of counsel. Customer shall cooperate with
Annuncio, at Annuncio's expense, in defending or settling such claims.

9.   LIMITATION OF LIABILITY.

IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE SUM OF FEES PAID BY CUSTOMER FOR THE SERVICES GIVING RISE
TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE
CAUSE OF ACTION AROSE. IN NO EVENT SHALL EITHER PARTY, ANNUNCIO'S LICENSORS, OR
ITS SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF
LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO ANY
BREACH BY CUSTOMER OF ANY SOFTWARE LICENSE RESTRICTIONS, ANY BREACH BY ANNUNCIO
OR CUSTOMER OF CONFIDENTIALITY OBLIGATIONS, OR ANY INDEMNIFICATION BY ANNUNCIO
UNDER SECTION 8.2. THE PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE
ALLOCATION OF RISK.

ANNUNCIO SOFTWARE, INC.                 PAGE 3                    CONFIDENTIAL
<PAGE>

10.   WARRANTY AND DISCLAIMER.

10.1  Mutual Warranties Each party warrants that it has the right and power to
      -----------------
enter into this Agreement and authorized representative has executed this
Agreement.

10.2  Annuncio's Limited Software Warranty. Annuncio warrants that the Software:
      ------------------------------------
(a) shall operate in substantial conformity with its documentation; and (shall
contain no viruses, trap doors, Trojan Horses or disabling devices as of the
Effective Date. Annuncio does not warrant that the Software will meet all of
Customer's requirements or that the use of the Software or access to functions
of the Software will be uninterrupted or error free. Annuncio's sole and
exclusive liability, and Customer's sole and exclusive remedy, for any breach of
the warranty in this Section 10.1 is Annuncio's commercially reasonable efforts
promptly to repair or replace the Software, [*].

10.3  Annuncio's Services Warranty. Annuncio warrants that it will perform its
      ----------------------------
obligations under the Agreement (including any applicable Schedules) in a
professional and workmanlike manner in accordance with recognized industry
standards.

10.4  Annuncio's Availability Warranty. The availability of the Annuncio
      --------------------------------
Servers, Software and related Outsourcing Services depends on many factors,
including Customer's connection to the Internet, the availability of the
Internet and the Internet backbone and equipment that, by its nature, is not
fault tolerant. The Outsourcing Services will at least meet industry standards.
Annuncio will use all commercially reasonable efforts to: (i) make the Annuncio
Servers available 24 hours per day, 7 days per week; (ii) promptly investigate
any problems that Customer reports to Annuncio; and (iii) resolve problems or
errors promptly.

10.5  Credit for Non-Availability. If the Annuncio Servers, Software and related
      ---------------------------
Services are available less than 90% of the time (excluding scheduled
maintenance and backups each day ("Uptime Target"), then Annuncio shall credit
Customer for the unavailable time by extending the term of this Agreement one
day, without additional charge, for each day in which the Uptime Target is not
met. In order to receive a Credit for Non-Availability, Customer must notify
Annuncio within seven (7) days from the time Customer becomes eligible to
receive the Credit. Failure to comply with this requirement will forfeit
Customer's right to receive a Credit for Non-Availability.

10.4  Customer Warranty.

      (a) Code of Conduct. Customer agrees not to use the Annuncio Services or
any Annuncio equipment in a manner that is prohibited by any law or regulation
or to facilitate the violation of any law or regulation. Customer further agrees
not to use the Services in a manner that will disrupt third parties' use or
enjoyment of any communications service or outlets. Customer acknowledges that
prohibited conduct includes, but is not limited to, use of the Service to invade
the privacy of third parties, impersonation of Annuncio personnel or other
Annuncio Customers, transmitting via e-mail, USENET or chat service abusive,
profane, libelous, slanderous, threatening or otherwise harassing material and
posting material in any newsgroup that is off-topic according to the charter or
other public statement of the newsgroup. Customer also agrees not to use any of
the Services to solicit Annuncio customers to patronize competing services, and
not to violate or tamper with the security of any Annuncio computer equipment or
program.

      (b) Content On Site. Customer shall be solely responsible for all content
available on or through Customer's web site. Customer acknowledges that Annuncio
exercises no control whatsoever over the content of the information passing
through Customer's site(s) and that it is the sole responsibility of Customer to
ensure that the information it and its users transmit and receive complies with
all applicable laws and regulations.

      (c) Impermissible E-mail Practices. Customer shall comply at all times
with the terms and conditions of Annuncio's Online Conduct Policy, attached to
this Agreement as Schedule B. If a complaint is received regarding Customer's
violation of the terms in Schedule B, Annuncio will provide Customer with notice
of such complaint. Upon receipt of such notice, Customer will either resolve the
complaint directly with Annuncio's Internet host vendor (e.g. Exodus) or
- -----------------------                     -------------------------
indemnify Annuncio pursuant to section 8.1 of this Agreement.

10.5  Disclaimer. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED,
      ----------
STATUTORY, OR OTHERWISE EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS SECTION.
EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND THE STATUTORY WARRANTY AGAINST INFRINGEMENT.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

11.   TERMINATION OF AGREEMENT

11.1  This Agreement may be terminated as follows:
      -------------------------------------------

      (a) If Customer fails to make any payment due hereunder within 30 days
after receiving written notice from Annuncio that such payment is delinquent,
Annuncio may terminate this Agreement on written notice to Customer at any time
following the end of such 30 day period;

     (a) If either party materially breaches any term or condition of this
Agreement and fails to cure such breach within 30 days after receiving written
notice of the breach, the nonbreaching party may terminate this Agreement on
written notice at any time following the end of such 30 day period; or

     (b) Either party may terminate this Agreement immediately upon notice if
the other party hereto becomes insolvent (i.e. becomes unable to pay its debts
in the ordinary course of business as they come due) or makes an assignment for
the benefit of creditors.

11.2  Treatment of User Data Upon Termination. Upon expiration or termination of
      ---------------------------------------
this Agreement, or upon request by Customer, Annuncio shall immediately (i)
cease using and destroy all copies of the User Data in its control or
possession; and (ii) require and verify that all copies of the user list in the
control of possession of all facilitator's shall be destroyed.

12.   [*]

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>


13.   USER DATA LICENSE.

Customer grants to Annuncio for the sole purpose of facilitating the services
under this Agreement, a limited license for the duration of this Agreement, to
use the User Data to facilitate the use of the Software hereunder. This license
in no way grants Annuncio the right to alter, modify, combine, reproduce, sell,
rent, or assign the User Data to any third party, except that Annuncio may share
such User Data with a third party ("facilitator") to facilitate its services via
a strict confidentiality agreement and with the prior written approval of
Customer. Use of the User Data must at all times be in accordance with
Customer's privacy policy, which is available on Customer's website at:
http://pages.ebay.com/help/community/png-priv.html.
- -------------------------------------------------
<PAGE>

14.   TRADEMARKS

14.1  License of Customer's Trademarks. Subject to the terms and conditions of
                            ----------
this Agreement, Customer hereby grants to Annuncio a limited, non-exclusive,
non-transferable license to publicly display and reproduce the eBay advertising
materials provided to Annuncio by Customer (the "Customer Materials"), and the
eBay trademarks, servicemarks and logos set forth therein, or as may otherwise
be specified in writing by Customer (collectively the "Customer Marks"), solely
to promote the Customer site in accordance with this contract.

14.2  License of Annuncio's Trademarks. Subject to the terms and conditions of
      ---------------------
this Agreement, Annuncio hereby grants to Customer a limited, non-exclusive,
non-transferable license to publicly display and reproduce the Annuncio
advertising materials provided to Customer by Annuncio (the "Annuncio
Materials") (together with the Customer Materials, the "Materials") and the
Annuncio trademarks, servicemarks and logos set forth therein, or as may
otherwise be specified in writing by Annuncio (collectively, the "Annuncio
Marks") (together with the Customer Marks, the "Marks"), solely for the purposes
set forth in this Agreement.

14.3  Approval. Prior to the display by either party of the other party's Marks,
      --------
each party shall obtain the other party's approval of all uses of the other
party's Materials and Marks, and resulting ads and links displayed by such party
under this Agreement, unless such display was requested or approved by the other
party in advance. Each party hereby admits and recognizes the other party's
exclusive ownership of the other party's Marks and the renown of such Marks
worldwide. Each party agrees not to take any action inconsistent with the other
party's ownership of its Marks and agrees that any benefits accruing from use of
such Marks shall automatically vest in the other party.

14.4  Limitations. Neither party may modify for public display any of the other
      -----------
party's Materials, logos or marks, except upon receiving the other party's prior
written approval. Neither party may sublicense, resell, assign or transfer any
of its rights hereunder, without the prior written approval of the other party,
such approval to not be unreasonably withheld. All rights not expressly granted
hereunder are reserved to the applicable party.

15.   SOURCE CODE AGREEMENT.

When and if Annuncio enters into an agreement to place its source code into an
escrow account, Annuncio shall provide Customer with the option to become a
subscriber to such source code escrow account.

16.   GENERAL.

16.1  Survival. In addition to any payment obligations incurred prior to the
      --------
expiration or termination of this Agreement, the following sections shall
survive the termination or expiration of this Agreement for any reason: 3.2,
3.3, 6, 8, 10.2, 11, 12 and 13.

16.2  Assignment. Customer may not assign any of its rights or delegate any of
      ----------
its obligations under this Agreement, whether by operation of law or otherwise,
unless it has first obtained written approval from Annuncio, and the assignee or
delegatee agrees, also in writing, to be bound by all of the terms and
conditions of this Agreement. Subject to the foregoing, this Agreement will bind
and inure to the benefit of the parties, their respective successors and
permitted assigns.

16.3  Waiver and Amendment. No modification, amendment or waiver of any
      --------------------
provision of this Agreement shall be effective unless in writing and signed by
the party to be charged. No failure or delay by either party in exercising any
right, power, or remedy under this

ANNUNCIO SOFTWARE, INC.                 PAGE 5                 CONFIDENTIAL
<PAGE>

Agreement, except as specifically provided herein, shall operate as a waiver of
any such right, power or remedy.

16.4  Choice of Law; Jurisdiction, Venue. This Agreement shall be governed by
      ----------------------------------
the laws of the United States and the State of California, USA., excluding
conflict of laws provisions and excluding the 1980 United Nations Convention on
Contracts for the International Sale of Goods. Customer agrees to comply with
all U.S. and foreign export control laws or regulations. The parties hereto
agree to the exclusive and personal jurisdiction of the state and federal courts
located in the Central District of California.

16.5  Notices. All notices, demands or consents required or permitted under this
      -------
Agreement shall be in writing and delivered to the addresses set forth on the
Cover Sheet. Notice shall be considered delivered and effective on the earlier
of actual receipt or when: (a) personally delivered; (b) the day following
transmission if sent by telex, telegram or facsimile when followed by written
confirmation by registered overnight carrier or certified United States mail; or
(c) 1 day after posting when sent by registered private overnight carrier (e.g.,
Airborne, DHL, Federal Express, UPS etc.); or (d) 5 days after posting when sent
by certified United States mail. Notice shall be sent to the parties at the
addresses set forth on the first page of this Agreement or at such other address
as shall be specified by either party to the other in writing.

16.6  Independent Contractors. The parties are independent contractors. Neither
      -----------------------
party shall be deemed to be an employee, agent, partner or legal representative
of the other for any purpose and neither shall have any right, power or
authority to create any obligation or responsibility on behalf of the other.

16.7  Severability. If any provision of this Agreement is held by a court of
      ------------
competent jurisdiction to be contrary to law, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.

16.8  Force Majeure. Except for Customer's obligations to pay money, neither
      -------------
party shall be deemed to be in breach of this Agreement for any failure or delay
in performance caused by reasons beyond its reasonable control, including but
not limited to acts of God, earthquakes, strikes or shortages of materials.

16.9  Headings and References. The headings and captions used in this Agreement
      -----------------------
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

16.10 Complete Understanding. This Agreement, including all Schedules,
      ----------------------
constitutes the final, complete and exclusive agreement between the parties with
respect to the subject matter hereof, and supersedes any prior or
contemporaneous agreement.

16.11 Counterparts. This Agreement may be signed in two or more counterparts,
      ------------
each of which shall be deemed an original and together which shall constitute
one instrument.

ACCEPTED AND AGREED:
- -------------------

ANNUNCIO SOFTWARE, INC. ("ANNUNCIO")         EBAY INC. ("CUSTOMER")

By: /s/ Didier Moretti                       By: /s/ James R. Davis

Print Name: DIDIER MORETTI                   Print Name: JAMES R. DAVIS
            --------------                               --------------

Title: PRESIDENT & CEO                       Title: VP Marketing
       ---------------                              ------------

Date: 12/22/99                               Date: 12/22/99
      --------                                     --------


<PAGE>

                                 SCHEDULE A-1
                                    TO THE
                        SOFTWARE OUTSOURCING AGREEMENT

This Schedule ("Schedule") is made as of the 30th day of November, 1999,
("Schedule Effective Date") by and between Annuncio Software, Inc. ("Annuncio")
and eBay, Inc. ("Customer"). This Schedule incorporates by reference the
November 30, 1999 Software Outsourcing Agreement ("Agreement"). In the event of
a conflict in terms between this Schedule and the Agreement, the terms of this
Schedule shall prevail. All capitalized terms not otherwise defined herein shall
have the same meaning as in the Agreement.

Annuncio shall provide Customer with advice and consultation services
("Services") as defined below.

DESCRIPTION AND SCOPE OF ANNUNCIO'S SERVICES:
- ---------------------------------------------

          HOSTING AND TECHNICAL SERVICES:


Annuncio Software will provide the following:
*    Systems maintenance and management for a hosted version of Annuncio Live,
     as well as hosting of the required hardware and third party software
     required to deliver a complete system appropriately scaled for Customer's
     defined marketing transaction volumes.
*    Hosting and backups of the Annuncio Live database.
*    High-speed Internet access for outbound emails and inbound web responses
     for Customers marketing campaigns.
*    Access over the Internet to the hosted system from the Annuncio Live client
     installed at Customer's site for campaign development and reporting.
*    Ongoing technical management of the hosted system, including management of
     up to 15 email mailboxes for use in marketing campaigns, and configuration
     of the hosted system for campaigns to use up to 5 web and/or email domains.
*    System security.
*    From time to time, Annuncio will be required to perform some system
     maintenance that will result in system downtime. Annuncio will endeavor to
     coordinate this maintenance with Customer and provide adequate notice of
     anticipated downtime.

          DATA SERVICES:

          Standard Services
          -----------------

*    Definition and setup of customer profile fields in the Annuncio Live
     database. Customer will assist in the definition and design of the profile
     fields to meet Customer requirements.
*    Ongoing management of customer profile fields.
*    Maintenance of 90 days of transaction data from marketing campaigns.
     Transaction data over 90 days old will be archived. Profile data will be
     maintained on an ongoing basis.

          Custom Batch Data Uploads and Download
          --------------------------------------

*    Annuncio will provide the number of batch uploads and/or downloads of data
     to/from the Annuncio Live database specified in the Pricing section.
*    Data uploads and/or downloads will be in a flat file format specified by
     Annuncio.
*    Data uploads and/or downloads will be automated on a scheduled basis using
     an FTP site for exchange between Customer and the hosted system.
*    Customer will assist with the testing of uploads/downloads between Customer
     and the hosted system.

                                       1
<PAGE>

*    The data provided by Customer will be "clean" and will not require
     manipulation or "scrubbing" by Annuncio. Any additional manipulation by
     Annuncio will be charged at then current consulting rates.
*    If there are any errors in the data upload due to Customer providing data
     in the wrong format, Customer will be responsible for Annuncio consulting
     services required to restore the data and any resulting downtime.
*    Extracts from the Annuncio Live database will be made from the Profile
     tables. Data from multiple choice fields will be stored in separate flat
     files. Additional consulting regarding the integration of data into
     Peachtree Software Inc.'s systems and databases will be charged at then
     current consulting rates.

          Standard Bounce/Unsubscribe Downloads
          -------------------------------------

*    Annuncio will provide scheduled downloads of bounce/unsubscribe lists from
     the Annuncio system.
*    Downloads will be in a standard format defined by Annuncio.
*    Data downloads will be automated on a scheduled basis using an FTP site for
     exchange between Customer and the hosted system.

          Additional Campaign Services
          ----------------------------

*    Consulting services provided previously to build Offers Engine.

PRICING:
- -------

          Level of Use:
          -------------


The pricing herein is based on a two (2) year term, as set forth in the
Agreement, and is for the following levels of use:

MAXIMUM NUMBER OF MARKETING TRANSACTIONS (defined as emails and web [*] pages
served by the Software per Month;

MAXIMUM NUMBER OF CUSTOMERS
                  ---------
     MONTHS [*]                                                      [*]
     MONTHS [*]                                                      [*]

Additional transactions or customers will result in additional fees being due at
Annuncio's then standard rate.

          Monthly Fees:
          -------------


Hosting and Software License Fees                                    COST
Months [*]                                                           [*]

Months [*]                                                           [*]
- -------------

OUTSOURCING SERVICES PRICING: CAMPAIGN SERVICES                      COST
     Months [*]                                                      [*]
     Months [*]                                                      [*]
     TOTAL FEES:           MONTHS [*]                                [*]
                           MONTH  [*]                                [*]
                           MONTHS [*]                                [*]

CONSULTING:

CONSULTING FULL-TIME EMPLOYEES ("FTE") PROVIDED PER MONTH        FTE
Account Management                                               [*]
Project Management                                               [*]

                                       2

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

Producer                                          [*]
Data Loads/DB Mgmt                                [*]

An FTE is equal to one employee working 40 hours per week. Any additional
consulting time will be at Annuncio's then-current standard consulting rates.
Monthly consulting hours will expire if not used within that month.


PAYMENT:
Payment for the first and second month of the Agreement, [*], is due on the
Schedule Effective Date. Thereafter, payment for a given month will be due 30
days upon receipt of invoice from Annuncio, Except as expressly provided, all
fees detailed herein are non-cancelable and non-refundable.

[*]

ANNUNCIO CONTACTS:
Name:                              Name:
Address:                           Address:
Phone                              Phone:
Fax:                               Fax:
E-mail:                            E-mail:


ANNUNCIO Work Order #:             CUSTOMER P.O. # [if known]:



Customer Contracts:

<TABLE>
<CAPTION>
            PROJECT CONTACT                       BILLING CONTACT
<S>                                               <C>
Name: Kellie Markey                               Customer Name: Accounts Payable
      -------------                                              ----------------
      E-mail:[email protected]                          Contact Name: David Anthony
             ----------------                                        -------------
Address: 2125 Hamilton Ave.                       Address: 2125 Hamilton Ave
         ------------------                                -----------------
City/State/Zip: San Jose, California, 95125       City/State/Zip: San Jose, California, 95125
                ---------------------------                       ---------------------------
Phone: 408-558-6477                               Phone: 408-558-6163
       ------------                                      ------------
Fax: 408-558-6401                                 Fax: 408-558-6401
     ------------                                      ------------
</TABLE>


The Parties hereby agree to all of the above terms and have executed this
Agreement by a duly authorized officer or officer representative.

ACCEPTED BY: EBAY, INC.          ACCEPTED BY: ANNUNCIO SOFTWARE, INC.

/s/ James R. Davis               /s/ Didier Moretti

                                       3

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


<PAGE>

Authorized Signature               Authorized Signature
James R. Davis, V.P. Marketing     Didier Moretti, President and CEO
- ------------------------------     ---------------------------------
Printed Name and Title             Printed Name and Title

                                       4
<PAGE>

                                  SCHEDULE B

                            ONLINE CONDUCT POLICIES

     Customer using Annuncio Live Campaign Services may not send unsolicited
commercial emails ("spam"). Each prospective email recipient included in an
Annuncio Live Campaign Services mailing must have provided its permission
("opted in") to receive the specified communication.

CONSEQUENCES OF MISCONDUCT

In the event a complaint is received at [email protected] or [email protected],
                                        ------------------    ----------------
Annuncio will document the relevant information from the complaint. A copy of
the complaint(s) is attached to a letter describing Annuncio's policies with the
address or URL of the original sender highlighted and this is sent to our
customer via email to the contact email address provided or another designated
                                  -----  -------
address. The customer is not expected to respond to this email, but should be
aware that if more complaints are received, Annuncio will escalate the process
and send the second of the series of three letters.

After receipt of a complaint with the original spam/email dated more recent than
that of the spam/email sent with complaint one, relevant information is again
recorded and a copy of the complaint(s) is attached to the second in the series
of letters and sent to the customer. This letter will require a response by the
customer as to the status of resolution to the complaint.

If any complaint arrives at [email protected] or [email protected] with a
                            ------------------    ----------------
spam/email dated more recent than that of the spam sent with the second letter,
relevant information is again recorded and a copy of the complaint(s) is
- ------------------------------------------------------------------------
attached to the third in the series of letters and sent to the customer. The
- -----------------------------------------------------------------------
third and last letter will be sent to the customer along with a copy of the
current complaint(s). This letter will require a response by the customer and
inform them of the time they have to resolve this issue before Annuncio
evaluates whether to discontinues service to that customer.
- --------------------

Customer shall indemnify Annuncio for all fines assessed by Annuncio's Internet
- -------------------------------------------------------------------------------
host vendor for a violation of the vendor's Internet use guidelines, where the
- ------------------------------------------------------------------------------
fines are directly attributable to and caused by Customer, in accordance with
- -----------------------------------------------------------------------------
Section 8.1 of the Agreement.
- -----------------------------

OTHER MISCONDUCT:

Annuncio Live campaign services may not be used for any of the following
activities:

*    Infringe or misappropriate the intellectual property rights of others. This
     includes posting copyrighted materials without appropriate permission,
     using trademarks of other without appropriate permission or attribution,
     and posting or distributing trade secret information of others in violation
     of a duty of confidentiality.

*    Violate the personal privacy rights of others. This includes collecting and
     distributing information about Internet users without their permission,
     except as permitted by applicable law.

*    Send, post or host harassing, abusive, libelous or obscene materials or
     take any similar actions.

*    Intentionally omit, delete, forge or misrepresent transmission information,
     including headers, return addressing information and IP addresses or take
     any other actions intended to cloak Customer's or its users' identity or
     contact information.
<PAGE>

*    Use the online facilities for any illegal purposes.

*    Assist or permit any persons in engaging in any of the activities described
     above.

     If Customer becomes aware of any such activities, Customer will use best
efforts to stop such activities immediately. If Annuncio notifies Customer of
such conduct, Customer is required to provide written proof that such activities
have been remedied within 2 business days or Annuncio will discontinue its
Services until such time as the activities have been resolved. Annuncio reserves
the right to terminate services permanently if such activities reoccur or are
deemed exceptional in nature.


ANNUNCIO SOFTWARE, INC.  1

<PAGE>

                                                                  EXHIBIT 10.8.4

                               LICENSE AGREEMENT

This License Agreement (this "Agreement") is entered into as of the 9th day of
                              ---------
September, 1999 (the "Effective Date") by and between Annuncio Software, Inc., a
                      --------------
California corporation with an office at 5150 El Camino Real, Suite B31, Los
Altos, CA 94022 ("Annuncio"), and Bridge Telecom, Inc., a California corporation
                  --------
having an office at 2823 Union Street, San Francisco, CA 94123 ("Licensee").
                                                                 --------

                                   BACKGROUND

     WHEREAS, Annuncio has developed certain Internet marketing automation
software known as Annuncio Live(TM); and

  WHEREAS, Licensee wishes to obtain a non-exclusive license to use such
software to automate its Internet and integrated marketing campaigns .

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:


Article 1.  Definitions

Section 1.1.  Definitions.  As used in this Agreement, the following terms shall
              -----------
have the meanings set forth below:

     (a)  "Annual Maintenance Fee" means the annual fee to be paid by Licensee
to Annuncio in exchange for the provision of maintenance and support services,
as further described in Section 5.1.

     (b)  "Annuncio Documentation" means the documentation provided by Annuncio
to Licensee to be used in conjunction with the Software.


     (c)  "Confidential Information" means any information disclosed by one
party (the "Disclosing Party") to the other (the "Receiving Party") in
connection with this Agreement which, if in written, graphic, machine-readable
or other tangible form is marked as "Confidential" or "Proprietary", or which,
if disclosed orally, is identified at the time of initial disclosure as
confidential and such identification is reduced to a writing delivered to the
Receiving Party within thirty (30) days of such oral disclosure. For the
purposes of this Agreement, Licensee's corporate mission, marketing campaigns,
market research, customer and partner lists, and financial models will be deemed
Confidential Information.

     (d)  "License Fee" means the fee for the license rights granted herein, as
set forth in Exhibit B.

     (e)  "Licensee Materials" means the text, customer data and other material
supplied by Licensee and used in conjunction with the Software.

     (f)  "Software" means Annuncio's proprietary software as further described
in Exhibit A, in object code form, and any Updates or upgrades thereto provided
by Annuncio hereunder.

     (g)  "Term" means the term of the license hereunder, as set forth in
Exhib it B.

     (h)  "Licensee Servers" means the unlimited number of computer servers
owned or operated by or for Licensee, which will contain the installed Software
for access in connection with the Licensee Services.

     (i)  " Licensee Services" means the hosting and subscription service
offered by Licensee in which Licensee allows Customers to use the Software
subject to the restrictions set forth herein and solely through the Licensee
Servers.

     (j)  "Customer" means a customer of the Licensee Services.

     (l)  "Updates" means any error corrections, bug fixes, modifications or
enhancements to the Software, which  Annuncio generally makes available to its
similarly situated customers free of charge.


Article 2.  Software License

Section 2.1.  License Grant.  Subject to all the terms and conditions of this
              -------------
Agreement, Annuncio hereby grants to Licensee, during the Term, a non-exclusive,
non-transferable, license to i) use the Software along with any accompanying
Annuncio Documentation; ii) to



[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

install multiple copies of the Software on Licensee's Servers which will be made
remotely accessible to Licensee's Customers for their subsequent use, subject to
the Deployment Criteria set forth in Exhibit B, (iii) to demonstrate the
Software to Customers solely through Licensee Servers; and (iv) to sublicense
the Software solely to Licensee Customers for the sole purpose of allowing such
Customers access and use of the Software through the Licensee Servers.
Notwithstanding the foregoing, no license is granted under this Agreement to
Licensee to distribute the Software to its Customers or otherwise or for use
other than as part of the Licensee Services. Licensee shall have the right to
use the Software for its own internal purposes, to test the Software and develop
marketing templates. Licensee may also make a reasonable number of copies solely
for backup or archival purposes. During the Acceptance Period set forth in
Section 4.2 below, Licensee shall be limited to demonstrating the Software to
potential Customers, and to developing and testing the Software.

Section 2.2.  Restrictions.  Licensee may not (i) copy or otherwise reproduce
              ------------
the Software other than as expressly set forth above; or (ii) transfer or grant
any rights in the Software or Annuncio Documentation in any form to any  person
except as expressly set forth above.

Section 2.3.  Proprietary Rights Notices.  Licensee shall neither alter nor
              --------------------------
remove any copyright notice or other proprietary rights notices which may appear
on the Software or on or in any Annuncio Documentation delivered to Licensee
hereunder.  In addition, Annuncio agrees that any reproduction of the Software
or the Annuncio Documentation (or any portion thereof) authorized by Annuncio
shall include such copyright and other proprietary rights notices as are
currently contained thereon or as may be reasonably specified from time to time
by Annuncio.

Section 2.4.  No Sale.  This license is not a sale.  Title and copyrights to the
              -------
Software, Annuncio Documentation and any copy made by Licensee remain with
Annuncio.  Unauthorized copying of the Software or Annuncio Documentation, or
failure to comply with the above restrictions, will result in automatic
termination of this Agreement and will make available to Annuncio other legal
remedies.  Notwithstanding the foregoing, Annuncio grants the right to Licensee
to test the Software and develop marketing templates therefrom ("Templates"),
and Licensee shall own all right, title and interest in and to all Templates
subject to Annuncio's copyright, patent, trade secret and other intellectual and
proprietary rights in the Software and Annuncio Documentation on which any such
Templates are based.

Section 2.5.  Reservation of Rights.  Annuncio hereby reserves to itself all
              ---------------------
rights in and to the Software not expressly granted to Licensee herein.
Licensee shall have no rights in or to the Software except as expressly granted
herein.

Section 2.6.  No Reverse Engineering.  Licensee shall not, and shall not permit
              ----------------------
any third party to, alter, modify, adapt, translate, prepare derivative works
from, decompile, reverse engineer, disassemble, or otherwise attempt to derive
computer source code from, as applicable, the Software, except as may be
expressly permitted by applicable local law.

Section 2.7.  Proprietary Rights of Licensee.  Licensee shall retain all of its
              ------------------------------
right, title and interest in and to all patent rights, trademarks, trade names,
inventions, copyrights, know-how and trade secrets relating to the Licensee
Materials.

Article 3.  Verification

Section 3.1.  Certification.  Upon Annuncio's written request, Licensee shall
              -------------
furnish Annuncio with a signed certification verifying that (i) the Software is
being used pursuant to the provisions of this Agreement and (ii) listing the
locations, and types of the systems on which the Software is run.

Section 3.2.  Audit.   Annuncio may, on a an semi-annual basis, audit Licensee's
              -----
use of the Software.  Any such audit shall include reasonable notice to Licensee
and be conducted during regular business hours at Licensee's facilities, shall
not unreasonably interfere with Licensee's business activities.

Article 4.  Delivery; Acceptance And Payment

Section 4.1.  Delivery.  Within five (5) days of the Effective Date, Annuncio
              --------
shall ship to Licensee one (1) object code version of the Software and one (1)
copy of the Annuncio Documentation.

Section 4.2.  [*]

                                      -2-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

[*]

Section 4.3.  License Fee.   In consideration for the license granted hereunder,
              -----------
Licensee shall pay Annuncio, the applicable License Fee in accordance with the
payment schedule set forth in Exhibit B.

Section 4.4.  Annual Maintenance Fee.  In consideration for the maintenance and
              ----------------------
support services as set forth in Section 5.1, Licensee shall pay Annuncio the
applicable Annual Maintenance Fee in accordance with the payment schedule set
forth in Exhibit B.  For a period of three (3) years from the end of the first
year's Maintenance Period, Annuncio agrees to not increase the rate of the
Annual Maintenance Fee by more than seven (7) percent per year.

Section 4.5.  Late Payments.  If the License Fee is not paid when due, in
              -------------
addition to any other remedy otherwise available to Annuncio, Annuncio may
impose interest or overdue charges and payments at the rate of one percent
(1.0%) per month (or, if less, the maximum amount permitted by law), until
Licensee is current on all payments.

Section 4.6.  Taxes.  Licensee shall pay all sales, use and excise taxes
              -----
relating to, or under, this Agreement, unless Licensee is exempt from the
payment of such taxes and provides Annuncio with evidence of such exemption.

Article 5.   Professional Services

Section 5.1.  Maintenance and Support.  Upon payment by Licensee of the
              -----------------------
applicable Annual Maintenance Fee, and throughout the applicable Maintenance
Period (as defined in Section 5.2), Annuncio shall provide Licensee with
maintenance and support services ("Maintenance Services") concerning the use and
operation of the Software.  Such Maintenance Services shall be provided in
accordance with Annuncio's then-current terms and conditions for such support, a
copy of which is attached hereto as Exhibit F and incorporated by reference.
Maintenance Services provided by Annuncio are separate from any services
provided by Annuncio pursuant to Section 5.3, and Licensee may obtain either
Maintenance Services or consulting services without obtaining the other. The
parties understand and agree that the Annual Maintenance Fee covers maintenance
and support for Licensee only and not for Licensee's Customers.

Section 5.2.  Maintenance Period. Subject to Licensee's payment of the Annual
              ------------------
Maintenance Fee, the initial maintenance and support period (a "Maintenance
Period") shall begin upon the Effective Date and end one year from such date.
After such first Maintenance Period and for as long as Annuncio is offering
Maintenance Services for the Annuncio Software, Licensee shall automatically
receive Maintenance Services for successive twelve (12)-month periods at
Annuncio's then current Annual Maintenance Fee for such Maintenance Periods.
Annuncio shall provide Licensee with notice of such renewal at least ninety (90)
days prior to such renewal date, and Licensee may elect to discontinue
maintenance and support services by written notification delivered to Annuncio
at least sixty (60) days prior to such renewal date.  The applicable Annual
Maintenance Fees shall be invoiced upon renewal and shall be due within thirty
(30) days of  receipt of such invoice.

Section 5.3.  Consulting and Training Services.  Upon request by Licensee,
              --------------------------------
Annuncio shall provide Licensee with consulting and training services in
addition to the general maintenance and support offered pursuant to Section 5.1.
Such consulting and training services shall be provided on Annuncio's then-
current terms and conditions and at  the rates set forth in Exhibit E.  Such
rates will be fixed during the first year of this Agreement, and thereafter may
be modified by Annuncio in accordance with its then-current standard rates for
such services. Any consulting or training services acquired from Annuncio shall
be bid separately from the Software License and Licensee may acquire either
Software Licenses or consulting services without acquiring the other.

Section 5.4.  Non-solicitation.  Neither party shall solicit for hire any
              ----------------
employee, consultant or subcontractor of the other who has been directly
involved in the business relationship established by this Agreement for a period
of twelve (12) months from the last date such person provided services
hereunder. In the event one party hires any employee, consultant or
subcontractor of the other within the twelve (12)-month period following such
person's having performed services for the other, the soliciting party shall
promptly pay the "Non-soliciting Party" a finder's fee equivalent to fifty
percent (50%) of the annual compensation package offered to such person by the
Non-soliciting Party.

Section 5.5.  Expenses. For any on site services requested by Licensee, Licensee
              --------
shall reimburse Annuncio for all reasonable out-of-pocket travel and business
expenses incurred by Annuncio in performing any of the services set forth in
this Section 5.

                                      -3-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

Article 6.  Marketing Activities

  Throughout the term of this Agreement, the parties shall perform the marketing
requirements set forth in Exhibit C, as such Exhibit may be modified from time
to time upon mutual agreement of the parties.

Article 7.  Representations, Warranties, Disclaimers

Section 7.1.  General.  Each party hereby represents and warrants to the other
              -------
that (i) such party has the right, power and authority to enter into this
Agreement and to fully perform all its obligations hereunder; and (ii) the
making of this Agreement does not violate any agreement existing between such
party and any third party.

Section 7.2.  Limited Warranty. Annuncio hereby warrants to Licensee that the
              ----------------
Software as delivered by Annuncio to Licensee shall perform substantially in
accordance with the Annuncio Documentation for a period of [*] from the date the
Software is accepted by Licensee in accordance with Section 4.2. In the event of
a breach of the foregoing warranty, Annuncio's sole obligation, and Licensee's
sole remedy, shall be the replacement or modification of the defective Software,
at no charge to Licensee.

Section 7.3.  Year 2000.  Annuncio warrants that the Software will:  (a) include
              ---------
Year 2000 date conversion and compatibility capabilities including, but not
limited to: century recognition; calculations which accommodate same century and
multi-century formulas and date values; correct sort ordering and interface
values that reflect the century; (b) manage and manipulate data involving dates,
including single century formulas and multi-century formulas, and will not cause
an abnormal function or abort within the application or result in the generation
of incorrect values or invalid outputs including such dates; (c) provide that
all date-related user interface functionalities and data fields include the
indication of the correct century; and (d) provide that all date-related system
or application to application data interface functionalities will include the
indication of the correct century. In the event of a breach of the foregoing
warranty, Annuncio's sole obligation, and Licensee's sole remedy, shall be the
replacement or modification of the defective Software, at no charge to Licensee.

Section 7.4.  Intellectual Property Warranty.  Annuncio hereby warrants to
              ------------------------------
Licensee that, to the best of Annuncio's knowledge, as of the Effective Date,
the Software does not infringe the United States copyright, trademark or trade
secret of any third party.

Section 7.5.  Software Performance Disclaimer.  ANNUNCIO MAKES NO, AND HEREBY
              -------------------------------
EXPRESSLY DISCLAIMS ANY, WARRANTY (1) OF CONTINUOUS OR UNINTERRUPTED OPERATION
OF THE ANNUNCIO PRODUCT, (2) THAT THE ANNUNCIO PRODUCT WILL RUN PROPERLY ON ALL
HARDWARE OR COMBINATIONS THEREOF, OR (3) THAT THE ANNUNCIO PRODUCT WILL MEET
LICENSEE'S REQUIREMENTS OR THE REQUIREMENTS OF ANY OF LICENSEE'S CUSTOMERS.

Section 7.6.  Warranty Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
              -------------------
ANNUNCIO PRODUCT, THE ANNUNCIO DOCUMENTATION AND ANY OTHER ITEMS OR GOODS
LICENSED OR  DELIVERED TO LICENSEE  HEREUNDER ARE LICENSED OR DELIVERED TO
LICENSEE "AS IS," AND WITHOUT WARRANTY OF ANY KIND.  ANNUNCIO HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE ANNUNCIO PRODUCT AND THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Section 7.7.  Licensee Materials. Annuncio has no obligations with respect to
              ------------------
the Licensee Materials used in connection with the Software over the Internet.
Annuncio shall have no liability whatsoever with respect to any Licensee
Materials transmitted with the use of the Software, and Licensee is solely
responsible and bears all risk with respect to the use of the Software to
transmit or store any data including but not limited to security or privacy with
respect to such data.

Article 8.  Confidentiality

Section 8.1.  Exclusion.  Notwithstanding Section 1.1(b), Confidential
              ---------
Information shall exclude information that: (a) was independently developed by
the Receiving Party without any use of the Disclosing Party's Confidential
Information or by the Receiving Party's employees or other agents (or
independent contractors hired by the Receiving Party) who have not been exposed
to the Disclosing Party's Confidential Information; (b) becomes known to the
Receiving Party, without restriction, from a source other than the Disclosing
Party without breach of this Agreement and that had a right to disclose it; (c)
was in the public domain at the time it was disclosed or becomes in the public
domain through no act or omission of the Receiving Party; or (d) was rightfully
known to the

                                      -4-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

Receiving Party, without restriction, at the time of disclosure.

Section 8.2.  Confidentiality of Agreement. Each party hereto agrees that the
              ----------------------------
terms and conditions, but not the existence, of this Agreement shall be treated
as the other party's Confidential Information and that no reference to the terms
and conditions of this Agreement or to activities pertaining thereto can be made
in any form of public or commercial advertising without the prior written
consent of the other party; provided, however, that each party may disclose the
                            --------  -------
terms and conditions of this Agreement: (1) as required by any court or other
governmental body; (2) as otherwise required by law; (3) to legal counsel of the
parties; (4) in connection with the requirements of an initial public offering
or securities filing; (5) in confidence, to accountants, banks, and financing
sources and their advisors; (6) in confidence, in connection with the
enforcement of this Agreement or rights under this Agreement; or (7) in
confidence, in connection with a merger or acquisition or proposed merger or
acquisition, or the like.

Section 8.3.  Compelled Disclosure.   If a Receiving Party is, or believes that
              --------------------
it will be, compelled by a court or other authority to disclose Confidential
Information of the Disclosing Party, it shall give the Disclosing Party prompt
notice so that the Disclosing Party may take steps to oppose such disclosure.

Section 8.4.  Obligations.  The Receiving Party shall treat as confidential all
              -----------
of the Disclosing Party's Confidential Information and shall not use such
Confidential Information except as expressly permitted under this Agreement.
Without limiting the foregoing, the Receiving Party shall use at least the same
degree of care which it uses to prevent the disclosure of its own confidential
information of like importance, but in no event less than reasonable care, to
prevent the disclosure of the Disclosing Party's Confidential Information.

Article 9.  Indemnification

Section 9.1.  By Annuncio.  Annuncio shall, at its expense, defend and hold
              -----------
Licensee each harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Licensee arising out or
relating to any third party claim, suit or proceeding alleging that the Software
infringes any third party United States patent, trademark, trade secret or
copyright; provided that Licensee promptly notifies Annuncio in writing of any
such claim and promptly tenders full control of the defense and settlement of
any such claim to Annuncio at Annuncio's expense and with Annuncio's choice of
counsel.  Licensee shall cooperate with Annuncio, at Annuncio's expense, in
defending or settling such claims.

Section 9.2.  Licensee Materials.  Licensee shall, at its expense, defend and
              ------------------
hold Annuncio harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Annuncio arising out of or
relating to any third party claim, suit or proceeding alleging that the Licensee
Materials (i) are factually inaccurate, misleading or deceptive, (ii) infringe
or misappropriate any copyright, trademark, trade secret or other intellectual
property right of any third party, or (iii) are libelous, defamatory, obscene or
pornographic or violates other civil or criminal laws, including those
regulating the use and distribution of content on the Internet and protection of
personal privacy; provided that Annuncio promptly notifies Licensee in writing
of any such claim and promptly tenders full control of the defense and
settlement of any such claim to Licensee at Licensee's expense and with
Licensee's choice of counsel. Annuncio shall cooperate with Licensee, at
Licensee's expense, in defending or settling such claims.

Article 10.  Term.

Section 10.1.  Term.  This Agreement shall commence on the Effective Date and
               ----
shall continue throughout the Term unless otherwise terminated earlier in
accordance with the terms of this Article 10.

Section 10.2.  Termination. In the event of a material breach of this Agreement,
               -----------
the nonbreaching party shall be entitled to terminate this Agreement by written
notice to the breaching party, if such breach is not cured within thirty (30)
days after written notice is given to the breaching party, specifying the
breach.

Section 10.3.  Effect of Termination.  Upon any expiration or termination of
               ---------------------
this Agreement, all rights and licenses granted to Licensee under this Agreement
shall terminate. Except as expressly provided herein, all of Annuncio's
proprietary rights and confidential information, if any, shall be promptly
returned to Annuncio or destroyed by Licensee, and certification of  destruction
shall be made in writing to Annuncio within ten (10) days after such return or
destruction.

Section 10.4.  Nonexclusive Remedies.  The rights and remedies provided to the
               ---------------------
parties in this Article 9 shall not be exclusive and are in addition to all
other rights and remedies provided by this Agreement or any other relevant
written agreement or available by law or in equity.

                                      -5-
<PAGE>

Section 10.5.  Survival.  Notwithstanding anything to the contrary contained in
               --------
this Agreement, Articles 1, 8, 10, 11 and 12 shall survive any expiration or
termination of this Agreement.

Article 11.   Limitation of Liability

Section 11.1.  Total Liability.  EXCEPT FOR DAMAGES ARISING OUT OF  SECTION 9.1,
               ---------------
ANNUNCIO'S TOTAL LIABILITY TO LICENSEE FOR ANY KIND OF LOSS, EXPENSE, COST,
CLAIM OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY
THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS PAID TO ANNUNCIO BY
LICENSEE HEREUNDER IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT TO WHICH SUCH LOSS OR DAMAGE RELATES.

Section 11.2.  [*]

Section 11.3.  Failure of Essential Purpose.  The limitations specified in this
               ----------------------------
Article 11 shall survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose.

Article 12.  General

Section 12.1.  Merger and Amendments.  This Agreement may not in any way be
               ---------------------
modified, changed or amended except by a  written  instrument duly executed by
the parties hereto which states that it is an amendment to this Agreement.  This
Agreement, including the Exhibits, and Confidentiality Agreement, when executed,
constitutes the entire, final, complete and exclusive agreement between the
parties and supersedes any prior negotiations, understanding or agreements,
whether oral or in writing, concerning the subject matter hereof.  Moreover, any
standard printed forms or other documents of either party (such as those
contained on a purchase order or invoice) shall have no force or effect.

Section 12.2.  Construction.  All references in this Agreement to "Articles,"
               ------------
"Sections" and "Exhibits" refer to the articles, sections  and exhibits to this
Agreement.  The words "hereof," "herein" and "hereunder" and other words of
                       ------    ------       ---------
similar import refer to this Agreement as a whole, including the exhibits and
schedules hereto.

Section 12.3.  Governing Law.  THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND
               -------------
SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO SUCH STATE'S CONFLICTS OF LAW PRINCIPLES. IN NO EVENT SHALL
THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS.

Section 12.4.  Jurisdiction.  The state and federal courts of the State of
               ------------
California shall have exclusive jurisdiction and venue over all controversies in
connection herewith, and each party hereby irrevocably consents to such
exclusive and personal jurisdiction and venue.

Section 12.5.  Assignments. Neither party may assign this Agreement or any right
               -----------
or obligation hereunder without the other party's prior written consent;
provided however, that either party may assign this Agreement without such
consent to any successor as a result of any merger, consolidation or other
corporate reorganization

                                      -6-

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

of such party or any sale of all or substantially all of such party's assets.
Notwithstanding the foregoing, this Agreement shall be binding upon and inure to
the benefit of the permitted successors and assigns of each party.

Section 12.6.  Severability.  If any provision of this Agreement is held to be
               ------------
illegal, unenforceable or invalid, no other provision of this Agreement shall be
affected thereby, and the remaining provisions of this Agreement shall be
construed and reformed and shall continue with the same effect as if such
illegal, unenforceable or invalid provision was not a part hereof; provided
                                                                   --------
that, notwithstanding any other provision of this Agreement, if any limitation
on the grant of any license to Licensee hereunder is found to be illegal,
unenforceable, or invalid, such license shall immediately terminate.

Section 12.7.  Waiver.  Any waiver (express or implied) by either party of any
               ------
default or breach of this Agreement shall not constitute a waiver of any other
or subsequent default or breach.

Section 12.8.  Notices. All notices or other communications required or
               -------
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered properly given or made if hand delivered, mailed first class mail,
postage prepaid, sent by prepaid telegram (or telex or other facsimile
transmission) or sent by express overnight courier service to the relevant
addresses below or to such other address as either  party hereto may designate
by like notice sent to the other party hereto.  All notices shall be deemed
given when received.

Section 12.9.  Headings.  The headings and captions contained in this Agreement
               --------
shall not be considered to be a part hereof for purposes of interpreting or
applying this Agreement, but are for convenience only.

Section 12.10. Counterparts.  This Agreement may be executed in counterparts,
               ------------
each of which will be deemed an original and both of which together will
constitute one instrument.

Section 12.11. Import and Export Controls.  Licensee understands and
               --------------------------
acknowledges that Annuncio may be subject to regulation by agencies of the U.S.
government, including the U.S. Department of Commerce which prohibit export or
diversion of certain products, technology and technical data to certain
countries. Any and all obligations of Annuncio to provide the Software,
software, documentation or any media in which any of the foregoing is contained,
as well as any training or technical assistance shall be subject in all respects
to such United States laws and regulations as shall from time to time govern the
license and delivery of technology, products and technical data abroad by
persons subject to the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation, and the
Export Administration Regulations issued by the Department of Commerce,
International Trade Administration, and Bureau of Export Administration.

Section 12.12. Contingency.  Neither  party hereto shall be held responsible
               -----------
for any delay or failure in performance hereunder caused in whole or in part by
fire, strike, flood, embargo, labor dispute, delay or failure of any
subcontract, act of sabotage, riot, accident, delay of carrier or supplier,
voluntary or mandatory compliance with any governmental act, regulation or
request, act of God or by public enemy, or any act or omission or other cause
beyond such party's control. If any such contingency shall occur, this Agreement
shall be deemed extended by the length of time such contingency continues.

Section 12.13. Independent Contractors.  The parties hereto are independent
               -----------------------
contractors and neither party is an employee, agent, partner or joint venturer
of the other. Neither party shall have the right, nor shall either party
attempt, to bind the other party, whether directly or indirectly, to any
agreement with a third party or to incur any obligation or liability on behalf
of such other party, whether directly or indirectly.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in duplicate by duly authorized officers or representatives as of the
date first above written.

ANNUNCIO SOFTWARE, INC.                      BRIDGE TELECOM, INC.

By:  /s/ Chris McClain                       By:   /s/ John Boas
   --------------------------------------       ------------------------------

Name: Chris McClain                          Name: John Boas
     ------------------------------------         ----------------------------

Title:  Worldwide Vice President of Sales    Title:   President
      -----------------------------------          ---------------------------

                                      -7-
<PAGE>

                                   EXHIBIT A

                                Annuncio Software

Company Name  Bridge Telecom, Inc

Address 2823 Union Street

        San Francisco, CA 94123

Contact Name: John Boas

Phone Number:

Platform:  Database/Operating System: Oracle 8x

                                       8
<PAGE>

                                   EXHIBIT B

                                 Variable Terms


1.   First Year Annuncio Live License Fee- Up to [*] marketing transactions /
     year: [*]

2.   First Year Annual Maintenance Fee: [*]

3.   Dealer Fees:


  .  Licensee shall pay Annuncio an additional fee for new Customers who license
     Licensee Services ("Dealer Fees"), based on the number of automobile
     dealership franchises the Customer owns according to the following
     schedule:


               Number of Franchises                Fees
               -----------------------------------------
               1 to 4                              [*]

               5 to 9                              [*]

               10 +                                [*]


  .  [*]

  .  Dealer fees Payable net 60 days from the day the dealership contract is
     signed.

4.   Payment

 .  [*] of licensing and maintenance fees will be paid at time of signing, net 30
   days

 .  Once the Software is [*], Bridge will pay an additional [*] of the licensing
   and maintenance fees, net 30 days. The remaining [*] of licensing and
   maintenance fees are due 30 days from the day of acceptance, net 30 days;
   annual maintenance fees are due according to the standard Annuncio licensing
   contract.

 .  [*]

5.   Deployment Criteria:

A.  Within scope of license:
The parties agree that the following scenarios identify the situations which are
within the scope of the license as set forth in Section 2.1 of this Agreement:

 .  Customer Requirements - Customers may demand to be put on separate physical
   boxes due to security concerns. This could be particularly true with large
   dealership groups.

 .  Performance Constraints -Wide geographic deployment (i.e., regional,
   international, global) may require regional operating sites in order to
   maximize performance. For example, UK dealers may not be satisfied with
   response times associated with a US-based server.

 .  Reliability Considerations - Backup, maintenance, rollover and disaster
   recovery capabilities are integral to a robust system and should not
   interfere with EMA performance. Multiple production sites would insure this
   requirement.

                                       9

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

 .  Development/Test/Mirror Site - One or more independent
   development/integration environments will be required. Non-production testing
   environments may also be required. In addition, one or more mirror sites may
   be required for backup/recovery and/or operational considerations (e.g.,
   customer FTPs)

 .  A Single Instance of the Application Cannot Scale Adequately - The EMA
   application as a whole or particular sub-applications may not be able to
   scale in a single instance and we would have to deploy multiple instances of
   the application on multiple hardware platforms. An example is to exceed the
   application's internal limitations on number of transactions, array size,
   number of threads spawned, etc. The limitations are specific to the software,
   not the hardware.

 .  A Single Box and/or Supporting Infrastructure Cannot Handle Required Scale -
   The hardware supporting the EMA application as a whole, or particular sub-
   applications, may not be able to scale sufficiently and we would have to
   deploy multiple instances of the application on multiple hardware platforms.
   Examples include: exceeding processing power, bus architecture limitations,
   memory limitations. These limitations are specific to the hardware, not the
   software.

B. Outside Scope of license:
The parties agree that following scenarios represent situations which are
outside of the scope of the current license as set forth in Section 2.1 of this
Agreement:

 .  Diversified Customer Base - The license will not apply to non-dealer
   customers (e.g., auto manufacturers, web portals, non-automotive industry).
   These markets will require a separately negotiated application license.

 .  Sublicensing of Software without hosting: The parties agree that Licensee may
   sublicense the Software solely to Customers, subject to the restrictions set
   forth in the Base Agreement.

6. Future License Options:  The following future pricing shall be in effect for
three years from the Effective Date of this Agreement:

<TABLE>
<S>                             <C>
Intermediate License            .  Perpetual license - Up to [*] marketing transactions / year
                                .  [*] (or upgrade Basic License for [*])
                                .  Maintenance will be at then current List Price, subject to the terms of
                                   Section 4.4
- ---------------------------------------------------------------------------------------------------------------
Advanced License                 .  Perpetual license - Up to [*] marketing transactions / year
                                 .  [*] (or upgrade to difference)
                                 .  Maintenance will be at then current List Price, subject to the terms of
                                    Section 4.4
- ---------------------------------------------------------------------------------------------------------------
Expert License                   .  Perpetual license - Up to [*] marketing transactions / year
                                 .  [*] (or upgrade to difference)
                                 .  Maintenance will be at then current List Price, subject to the terms of
                                    Section 4.4
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

7. Source Code Escrow:  When and if Annuncio places its source code for the
Software into an escrow account, and subject to Bridge's payment of any
applicable fees associated therewith, Annuncio will permit Bridge to be included
as a licensee under such escrow account.

                                       10

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                   EXHIBIT C

                              Marketing Activities

Annuncio customer reference: Licensee agrees to be designated as a customer in
Annuncio sales and marketing materials and press releases, and to provide A
MINIMUM OF one quote re:REGARDING Licensee's experience with Annuncio SOFTWARE
AND ANNUNCIO LIVE for use in such materials and/or press releases. During the
Term of this Agreement, Licensee will make A MINIUMUM OF one (1) person
available to speak by phone with press, analysts, and customers about Licencee's
experience with Annuncio and the Software. LICENSEE ALSO AGREES TO CONTRIBUTE TO
A WRITTEN CUSTOMER CASE STUDY FOR PUBLISHING BY ANNUNCIO SOFTWARE.  Any
marketing activities, materials and press releases of Annuncio which make
mention of Licensee shall be approved by the consent of both parties.

Licensee customer reference: Annuncio agrees to participate in Licensee press
and marketing releases.

                                       11
<PAGE>

                                   EXHIBIT D
                                 Specifications

The following criteria are issues that Bridge Telecom feels are essential for
providing Annuncio as a fully hosted solution to the automotive dealer
marketplace.

Integration Issues

As part of a larger solution, the Annuncio software must be flexible and fully
able to integrate with other standard software solutions. In particular, it is
vital that the Annuncio Live software platform:

 .  Provide access to Annuncio Live data needed to integrate with standard CRM
   vendors (e.g. Onyx, Pivotal, Silknet, Vantive, Siebel) or other systems

 .  Provide the flexibility to import/export customer data (e.g., demographics)
   that is compliant with the product's business rules

Hosting architecture

Bridge Telecom plans to provide its services at a price point that is acceptable
to the small business community. Central to this goal is that the Annuncio
architecture be able to [*]. That is, for a single installation of the Annuncio
Live software:

 .  The Product must be logically partitionable by dealer -- It must be possible
   to [*]. If this is not a native feature of the system, then it must be
   possible to invest a reasonable amount of effort (e.g. by Bridge Telecom) in
   supporting this model by building customized interfaces to the system or
   otherwise.

 .  The product must also be fully secure -- All reasonable security measures are
   expected from the product. In addition, it must be possible to build the
   logically partitioned system described above in a manner that prohibits a
   dealer's data or campaigns to be viewable by any unauthorized party (e.g.
   another dealer or other user of the system)

Scalability

Bridge Telecom expects Annuncio Live to be a highly scalable product. This
includes scalability in terms of large numbers of named users, named subscribers
as well as volume of transactions on the system. In particular, there should be

 .  No unreasonable limits on logical scalability -- A logical limit is defined
   as a hard limit unnaturally imposed by the software. For example, a fixed
   array size that only accommodate 20 dealers.

 .  No unreasonable limits on physical scalability -- No system is infinitely
   scalable. There will always be limits in terms of bandwidth, storage or
   processing power. However, it is expected that the Annuncio Live product
   shows all the characteristics of a highly scalable system.


Example Functional Specifications

Dealer Service Strategy

                                       12

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

The following list contains many of the dealer campaigns that Bridge Telecom
plans to roll out initially. Our offer is based on the ability to aid
dealerships in moving forward into the arena of electronic communications, email
management, and greater responsiveness to their customer base.

 .  Acquire -- The first stage for dealers who do not have email addresses or for
   dealers who want to expand the number of available customer email addresses.

 .  Categorize and Manage -- Learn more about your existing e-customers. Segment
   them appropriately by their interests. Set up targeted, personalized
   campaigns.

 .  Implement -- Launch direct campaigns based on known customer information and
   preferences. Automate this process as much as possible.

 .  Measure Results -- Analyze the impact of your campaigns. Evaluate your
   response rate and ROI. Aid in planning for new campaigns.

Dealer Campaigns

Basic Campaign (Newsletters)

This replaces/augments the traditional periodic newsletter. It has the following
components/advantages:

 .  Automated, electronic delivery -- Customers can choose to receive only an
   email newsletter and not a snail mail hard copy.

 .  Electronic advertising banners and coupons -- Customers can be presented with
   specials, coupons and incentives of general interest. [*]

 .  Complete a survey, refer a friend -- Newsletters can direct customers to the
   dealer website to fill out a more complete survey, to take advantage of
   specials or to provide referrals.

 .  Customer info database/ reports -- Newsletters will have [*]

Direct Mail Integrated Campaigns

Many customers will immediately wish to move to an electronic, interactive means
of staying in contact with the dealer. Others will be hesitant and will want to
stay on direct mail. There must be campaigns to support both of these. An
electronic campaign that supports direct mail will:

 .  Produce unique URL's for customers to come and sign up for features on the
   website

 .  Provide incentives in direct mail to have customers enter their email
   addresses into the system

 .  Provide an interface for staff at the dealership to enter collected email
   addresses

Targeted Service Reminders and Promotions

                                       13

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

An important feature of this system is to be able to deliver to customers the
information that they are interested in. Likewise, the dealer can act as a
personal reminder service for tune-ups, oil changes and other incentives.

 .  Electronic scheduled service reminders (tailored to customer)

 .  Targeted coupons/promotions w/ specials

 .  Mileage forecast (culled from survey) to trigger service messages

Alert for Sign-ups (parts, car availability), Events

Customers often wish to be alerted when a specific event occurs. This can be
dealer events, alerts about the availability of new cars (e.g. send me an email
to let me know when you get your s2000's in) or a notice about when a part is
available.


 .  [*]

 .  Email to list subscribers at regular intervals

Recall Notices

Recall notices have always proven to be a popular item for customers. One
effective way of getting the email of dealer customers is to have them sign up
for targeted email that affects their particular vehicle and prompts them then
with special service offers for their recall.


 .  Targeted notices

 .  [*]

 .  Question: Is it possible to integrate the above with voicemail?

Surveys and Suggestion Boxes

Targeted surveys are an effective way of getting information about new and
existing customers. Surveys can be automatically tailored to the
needs/requirements of the customer. This is also the most effective way to begin
and know your customers.


 .  [*]

 .  [*]

 .  Targeted marketing campaigns based on above (e.g. all '93 civics -- want to
   upgrade?)

 .  [*]

New Car Sales Follow-Ups

                                       14

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

Maintaining a relationship that begins with a car sale can be very lucrative for
a dealer in gaining not just a new customer but a new loyal customer.

 .  Follow-up campaigns based on preferences, purchase specifics

 .  Alerts (e.g. notify me of S2000 availability if any) even as special requests

Personal Events Based Offers

Based on birthdays and other special events, the dealership can automatically
offer special birthday and other offers.

 .  Birthdays

 .  Anniversaries

Simple Help-Desk Support

Providing customers with at least a little help when they ask for it is always
invaluable. Customers on the web asking for help can be easily integrated with
their email identity.

 .  Targeted (by request) technical service bulletins
 .
   Web-based Ask the Mechanic (queued questions)

Service/Warranty Contract Expirations

As customers near the end of a warranty or contract, the system can notify them
immediately and make them a special offer to extend their warranty with the
dealer.

 .  [*]
   Integrated Manufacturer Campaigns

As news become available from the manufacturer, this information can be routed
directly to those customers that are interested in it.


 .  Integrate with Manufacturer specific campaigns

 .  Recall notification

 .  Update interested customers (get their VIN, address email)


Purchase Offers

                                       15

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

Based upon customer information, dealers can also submit purchase offers
directly to their customers. For example, "Did you know your 91 CRX was
worth...?"

Stale Customers

Customers who have not had interaction with the dealership for a while can be
targeted with special incentives to return. This is the focus of Internet
loyalty programs.

 .  Special offers

 .  What did you buy?

 .  We can service any car.

 .  Targeted comments/questionnaires

                                       16
<PAGE>

                                   EXHIBIT E
                               Annuncio Services



Consulting Services include the following:
 . Installation of Annuncio Live software
 . User training on Annuncio Live
 . Customer profile creation and management
 . Campaign creation and management
 . Campaign tracking and reporting


Training Services:

     On-site training class at Annuncio's Corporate Headquarters.  This one-day,
     hands-on course walks each trainee through the process of setting up users,
     defining database profiles, building, testing, and deploying campaigns, and
     generating campaign metrics.  By the end of the day each trainee will have
     successfully built and executed his/her own campaign.



Service RateS: The following rates will remain the same for one year from the
Effective Date of the Agreement.

Consulting Services - [*] per hour

     1 Day (eight (8) hours) of Training - [*]

                                       17

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                   EXHIBIT F

                   Annuncio Standard Maintenance and Support

 .  A 90-day media warranty: Annuncio will replace defective media during the
   first 90 days.

 .  Software upgrades: this includes maintenance releases as well as upgrades.

 .  Support for the current release and one back, up to a year.

 .  Business hours are 8am to 5pm, Pacific Time with support for unlimited
   incidents. Custom options available at additional cost.

 .  Response times  (call back) of 1 business hour for emergencies, 4 hours for
   urgent, and 24 hours for others. All hours are business hours.

 .  Four named customer contacts for support, two technical (one primary and one
   backup) and two marketing (one primary and one backup). Additional contacts
   may be added as an option at additional cost. Contacts need to be properly
   trained in the use of the product, for instance by attending the relevant
   training class.

 .  Customer-defined priorities: the customer defines the business impact when
   logging the issue. Once the technical issue is understood, Annuncio may
   define a different technical priority for the case.

 .  Defect fixes deliverable in a patch for emergencies without a workaround.
   Major issues will have a fix in the next maintenance releases. Patches may be
   individual or cumulative, at Annuncio's discretion.

                                       18
<PAGE>

                        ASSIGNMENT OF RIGHTS AND DUTIES
                        -------------------------------


Pursuant to section 12.5 of the September 9, 1999 License Agreement (the
"Agreement") between Annuncio Software, Inc. ("Annuncio") and Bridge Telecom,
Inc. ("Bridge"), Annuncio, Bridge and SixGear, Inc. ("SixGear") (together, the
"Parties") agree and consent to the following:

     1.   All rights, duties and obligations of Bridge arising under and
pursuant to the Agreement are hereby assigned and transferred in whole from
Bridge to SixGear, and the term "Licensee" in the Agreement shall be deemed to
mean SixGear;

     2.   All terms and conditions of the Agreement shall remain in operation
and shall govern the relationship between Annuncio and SixGear;

     3.   Bridge shall have no further rights or obligations under the
Agreement, except as set forth in Section 10.5 of the Agreement;

     4.   The undersigned fully warrant that they have full rights and authority
to enter into this assignment; and

     5.  This assignment shall be binding upon and inure to the benefit of the
parties, and their successors and assigns.

Agreed and Accepted By:

Bridge Telecom Inc.            Annuncio Software Inc.
- -------------------            ----------------------

/s/ John Boas                  /s/ Chris McClain
- -------------------------      ---------------------------------
Signature                      Signature

John Boas, President           Chris McClain, VP Worldwide Sales
- -------------------------      ----------------------------------
Name and title                 Name and title


SixGear, Inc.
- -------------

/s/ David E. Charron
- --------------------------
Signature

David E. Charron, CEO
- --------------------------
Name and title

                                       19

<PAGE>

                                                                  EXHIBIT 10.8.5

                            ANNUNCIO SOFTWARE, INC.

                    SOFTWARE LICENSE AND SERVICES AGREEMENT

     This Software License and Services Agreement (the "Agreement") is entered
                                                        ---------
into as of the 6th day of October, 1999 (the "Effective Date") by and between
                                              --------------
Annuncio Software, Inc., a California corporation with an office at 2440 W. El
Camino Real, Suite 300, Mountain View, CA 94040 ("Annuncio"), and Wells Fargo
                                                  --------
Bank, N. A., a national banking association, having an office at 420 Montgomery
Street, 10th floor, San Francisco CA 94112 ("Wells Fargo").

                                    RECITALS

     WHEREAS, Annuncio has developed and licenses certain Internet marketing
automation software known as Annuncio Live TM; and provides services associated
therewith, and

     WHEREAS, Wells Fargo wishes to obtain Annuncio's services and use the
Annuncio Live TM software initially for a pilot program and possibly obtain a
non-exclusive license to use the Annuncio software on an ongoing basis to
automate its Internet and integrated marketing campaigns.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:

1.   STRUCTURE OF AGREEMENT.

1.1  Schedules. The Agreement consists of the Agreement, and the following
     ---------
Schedules, which are incorporated herein in their entirety:

               Schedule A:  Annuncio Services
               ----------
               Schedule B:  Pricing
               ----------
               Schedule C:  Service Levels
               ----------
               Schedule D   Wells Fargo Security Requirements
               ----------

1.2  Project Descriptions. There may be multiple projects under Schedule A, the
     --------------------                                       ----------
details of which shall be outlined in one or more Exhibits to such Schedule
(each, a "Statement of Work"). Each such Exhibit shall reference this Agreement,
shall be executed by the both of the parties, and shall be subject to the terms
and conditions of this Agreement. Under this Agreement, Wells Fargo has no
obligation whatsoever to agree to enter into other projects or execute
additional Statements of Work with Annuncio.

1.3  Definitions. As used in this Agreement any capitalized terms defined in the
     -----------
Agreement or in this Section shall have the meaning specified.

(a)  "AFFILIATE" means a corporate entity that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with, Wells Fargo Bank, N.A. The term "control" means, with respect to
any corporate entity, the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through
ownership of securities or other ownership interests, by contract or otherwise)
of such corporate entity.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
<PAGE>

(B)  "ANNUNCIO SERVER" shall mean the dedicated computer system hosted by a
third party with access to the Internet which is under the control of Annuncio
and accessible to both Wells Fargo and Annuncio that is running the Software,
hosting the Wells Fargo Materials, and collecting the Wells Fargo Data.

(C)  "CONFIDENTIAL INFORMATION" shall have the meaning assigned to it in Section
6.1.

(D)  "SERVICES" shall mean the services provided by Annuncio to Wells Fargo more
fully described in Schedule A.
                   ----------

(E)  "SOFTWARE" shall mean the Annuncio Live TM software and related
documentation licensed by Wells Fargo under this Agreement including any
updates, upgrades, enhancements, and new versions provided by Annuncio for use
by Wells Fargo during the term of the Agreement.

(F)  "USER" shall mean the Wells Fargo personnel who are authorized under this
Agreement to utilize the Services and/or access the Software on the Annuncio
Server.

(G)  "WELLS FARGO" shall mean Wells Fargo Bank, N.A., Wells Fargo & Company or
any subsidiary or Affiliate of either of them.

(H)  "WELLS FARGO DATA" shall mean all Wells Fargo customer information and
related data provided to Annuncio for use in providing the Services and the
information and data collected as the result of the Services and related
marketing campaigns; and shall include, but is not limited to Wells Fargo
customer names, addresses, banking, and business information, and any Wells
Fargo customer responses, web logs, traffic reports, and other data resulting
from the Services.

(I)  "WELLS FARGO MATERIALS" shall mean the Wells Fargo advertising and
marketing information organized and stored on the Annuncio Server and used by
Annuncio in providing the Services hereunder and shall include any Web pages
provided by Wells Fargo associated therewith and the content thereof, including
but not limited to all Wells Fargo trademarks, service marks, and logos provided
therewith along with any alphabetic, numeric, graphic, or other characters,
symbols, or images, in whatever form or representation, and the information
represented by such characters, symbols, or images associated therewith in
either hard copy or electronic format

2.   RENEWALS AND REVISIONS.

2.1  Renewal of Terms: Option for Full License.
     -----------------------------------------

     (a)  Upon termination or expiration of this Agreement, the parties may
elect to renew the Agreement for successive one-year terms upon mutually agreed
terms and conditions.

     (b)  Prior to the end of the sixth (6th) month of the initial one (1) year
term of this Agreement, Wells Fargo may notify Annuncio that it desires to
purchase a full license to the Software that permits unrestricted use of the
Software by Wells Fargo subject to constraints specified in Exhibit B. Upon such
                                                            ---------
notice, Annuncio agrees to license the Software to Wells Fargo upon mutually
agreed terms and conditions at the prices listed in Schedule B. If Wells Fargo
                                                    ----------
does not request such a license and in writing requests continuation of existing
arrangement, Wells Fargo can continue to use the Software on the Annuncio Server
at the monthly rate based on the same Wells Fargo volumes for the remainder of
the initial one (1) year term on a month-to-month basis subject to the
requirement of a thirty (30) day notice of termination set out in Section
9.1(a).

     (c)  Wells Fargo shall have no obligation under this Agreement to enter
into any future agreement with Annuncio to license the Software or obtain any
additional services from Annuncio beyond those set out in the initial Statement
of Work set out in Exhibit A-1.
                   -----------

<PAGE>

3.   SOFTWARE LICENSE.

3.1  License. Subject to the terms and conditions of this Agreement, Annuncio
     -------
grants Wells Fargo a non-exclusive, nontransferable license to install client
versions of the Software as necessary to carry out the purposes of this
Agreement and to use or permit use of the Software solely as hosted by Annuncio
hereunder on an Annuncio Server for purposes of defining, executing, and
analyzing Wells Fargo Internet marketing campaigns, and for accessing,
transferring, and storing Wells Fargo Materials and Wells Fargo Data used and/or
collected in such marketing campaigns. Wells Fargo may also make copies of the
client version of the Software as reasonably necessary for Wells Fargo backup
and archival purposes. The license granted in this Section 3.1 is subject to the
"Marketing Transactions" limits set forth in Schedule B.
                                             ----------

3.2  Restrictions. Wells Fargo shall not: (i) disassemble, reverse engineer,
     ------------
decompile, or otherwise attempt to derive source code from the Software, modify,
adapt, create derivative works based upon, or translate the Software; (ii)
install the server version of the Software on any of its computer systems,
servers, or networks; (iii) transfer, lease, loan, resell for profit, distribute
or otherwise grant any rights in the Software in any form to any other party,
including commercial time-sharing, rental, or service bureau use; or (iv) copy
the Software except as permitted in Section 3.1.

3.3  Ownership. This license is not a sale and does not convey any rights of
     ---------
ownership in or to the Software. Annuncio retains all right, title, and interest
in the Software (including any updates, upgrades or modifications thereof
provided to or used by Wells Fargo) and reserves all rights not explicitly
granted. Wells Fargo retains all right, title, and interest in the Wells Fargo
Materials and Wells Fargo Data.

4.   SERVICE LEVELS.

4.1  Annuncio shall provide the Software and Services in operated in compliance
with the Service Levels set out in Schedule C. Annuncio Services will at least
                                   -----------
meet industry standards. Annuncio will use all commercially reasonable efforts
to: (i) make the Annuncio Server available to Wells Fargo; (ii) promptly
investigate any problems that Wells Fargo reports to Annuncio; and (iii) resolve
problems or errors promptly.

4.2  Annuncio shall enter into a written agreements with the third party
operating the Annuncio Server that requires substantially equivalent service
levels to those required of Annuncio under this Section 4 and compliance with
the obligations of confidentiality set out in Section 6 and pertinent security
requirements as set out in Section 15 and Schedule D.
                                          ----------

5.   MARKETING.

5.1  Annuncio: (i) shall submit to Wells Fargo all proposed advertising, sale
promotion and other publicity material in which Wells Fargo's name is mentioned
or language is used from which Wells Fargo's name may be inferred or implied and
shall not publish or use any such material without the prior written consent of
Wells Fargo; (ii) shall not publicly reveal the existence of this Agreement or
any of its terms without the prior written consent of Wells Fargo; and (iii)
shall not use Wells Fargo trademarks or logos without Wells Fargo's prior
written authorization and such authorization shall always be subject to Wells
Fargo's right to revoke such authorization at any time, in its sole discretion.
Wells Fargo will consider any reasonable request for use of Wells Fargo's name
and will promptly evaluate any request made by Annuncio.

6.   CONFIDENTIAL INFORMATION.

6.1  Definition. "Confidential Information" means, without limitation, Wells
     ----------
Fargo Materials and all Wells Fargo marketing, internet and business development
plans, specific marketing and advertising plans and features, and shall include
Wells Fargo's technical information, customer information, employee information,
security procedures and standards, or other sensitive business information
including all materials containing said information, all Wells Fargo Data
obtained through the Annuncio Server including that received from Wells Fargo
customers responding to Wells Fargo advertisements or marketing campaigns or
from Users using or accessing the

Annuncio Software, Inc.              - 3 -                          CONFIDENTIAL
<PAGE>

Annuncio Server, including but not limited to web logs and traffic reports
related thereto. Annuncio Confidential Information includes, without limitation,
the Software source code and all information related thereto. Confidential
Information shall also include the terms of this Agreement and any and all
information disclosed by either party to the other which is marked
"confidential" or "proprietary", including oral information which is designated
confidential at the time of disclosure, provided that it is reduced to a written
summary marked "confidential" which is supplied to the other party within thirty
(30) days of the oral disclosure. Confidential Information does not include any
information that the receiving party can demonstrate by its written records: (i)
was known to it prior to its disclosure hereunder by the disclosing party; (ii)
is or becomes known through no wrongful act of the receiving party; (iii) has
been rightfully received from a third party authorized to make such a
disclosure; (iv) is independently developed by the receiving party without; (v)
has been approved for release by the disclosing party's prior written
authorization; or (vi) has been disclosed by court order or as otherwise
required by law, provided that the party required to disclose the information
provides prompt advance notice to enable the other party to seek a protective
order or otherwise prevent such disclosure.

6.2  Obligation. Neither party will use any Confidential Information of the
     ----------
disclosing party except as expressly permitted in this Agreement or as expressly
authorized in writing by the other party. Each party shall use the same degree
of care to protect the disclosing party's Confidential Information as it uses to
protect is own confidential information of like nature, but in no circumstances
less than reasonable care. Neither party shall disclose the other party's
Confidential Information to any person or entity other than the its officers,
employees, consultants and legal advisors and the third party hosting the
Annuncio Server who need access to such Confidential Information in order to
effect the intent of the Agreement and who have entered into written
confidentiality agreements with it consistent with this Section.

7.   PAYMENT OBLIGATIONS.

7.1  Payment. Annuncio will invoice Wells Fargo for the fees set forth on the
     -------
Pricing Schedule set forth in Schedule B on a monthly basis. All undisputed fees
                              ----------
are due and payable to Annuncio within thirty (30) days after the date of an
Annuncio invoice. Any adjustment in the fees due will be reflected in a
subsequent Annuncio invoice.

7.2  Late Payments. Fees not paid when due will, after written notice to Wells
     -------------
Fargo, accrue late charges at a rate of 1.5% per month, or the maximum rate
allowed under law, whichever is lower, from the due date until the date paid.

7.3  Taxes. Wells Fargo shall be responsible for all sales taxes, use taxes and
     -----
any other similar taxes and charges of any kind imposed by any federal, state or
local governmental entity on the transactions contemplated by this Agreement,
excluding only U.S., state, local and foreign taxes based solely upon Annuncio's
income. When Annuncio has the legal obligation to pay or collect such taxes, the
appropriate amount shall be invoiced to and paid by Wells Fargo unless Wells
Fargo provides Annuncio with a valid tax exemption certificate authorized by the
appropriate taxing authority.

7.4  U.S. Dollars. All fees quoted and payments made hereunder are in U.S.
     ------------
Dollars.


7.5  Expenses. If Annuncio provides any on-site services as part of the
     --------
Services, then Wells Fargo will reimburse Annuncio for all pre-approved
reasonable travel and other related expenses incurred by Annuncio in the
performance of those Services, subject to Wells Fargo's receipt of a request (or
invoice) and supporting documentation in accordance with Wells Fargo's standard
travel policies.

8.   WARRANTY AND DISCLAIMER.

8.1  Limited Warranty. Annuncio represents and warrants that:
     ----------------

(a)  the Software will operate in substantial conformity with its specifications
and documentation and the Services will be performed in a professional and
workmanlike manner;

Annuncio Software, Inc.              - 4 -                          CONFIDENTIAL
<PAGE>

(b)  the Software does not contain routines, viruses, trap doors, "Trojan
Horses" or other disabling devices or code which has been intentionally designed
or created to allow unauthorized access to, or use of the Software or access to
the Wells Fargo networks by any Annuncio employee or any third party, or to
cause the Software or other software program or programs to malfunction or that
contains other content that would interfere with regular operation of the
Software or with Wells Fargo's or its customers' computer communication systems
or other business operations;

(c)  the Software is Year 2000 compliant and shall not experience any abends or
aborts as a result of the date of use or input, whether before, on or after
January 1, 2000 (including leap years) and shall accept, respond to, store and
display date information accurately and in a manner that is unambiguous as to
century;

(d)  the Software does not include or contain any timer, clock, counter, or
other limiting design or routine which causes such Software to be erased,
inoperable, or otherwise incapable of being used in the full manner for which it
was designed and licensed pursuant to this Agreement; and

(e)  in the performance of this Agreement, Annuncio will comply with and assure
that its subcontractors comply with all applicable Well Fargo Security
Requirements attached hereto as Exhibit D.
                                ---------

8.2  Limitations.

(a)  Annuncio does not warrant that the Software will meet all of Wells Fargo's
requirements or that the use of the Software or access to functions of the
Software will be uninterrupted or error free.

(b)  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY
     ----------
MAKES ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND THE STATUTORY WARRANTY AGAINST INFRINGEMENT.

9.   TERMINATION OR EXPIRATION OF AGREEMENT

9.1  This Agreement may be terminated as follows:

(a)  Upon thirty (30) days prior written notice, Wells Fargo may terminate this
Agreement for its convenience;

(b)  If either party materially breaches any term or condition of this Agreement
and fails to cure such breach within thirty (30) days after receiving written
notice of the breach, the non-breaching party may terminate this Agreement on
written notice to the breaching party; or

(c)  Either party may terminate this Agreement immediately upon notice if the
other party hereto becomes insolvent (i.e. becomes unable to pay its debts in
the ordinary course of business as they come due) or makes an assignment for the
benefit of creditors.

9.2  Effect of Termination or Expiration. In the event of expiration or
     -----------------------------------
termination of this Agreement: (a) Annuncio shall return or destroy all copies
of Wells Fargo Confidential Information, including but not limited to Wells
Fargo Materials and Wells Fargo Data, regardless of storage medium, and (b)
Annuncio shall cause all Wells Fargo Materials and Wells Fargo Data to be
deleted from Annuncio Server; (c) Wells Fargo shall return or destroy all copies
of Annuncio Confidential Information. Upon request of either party, the other
party shall certify in writing that the obligations of this Section 9.2 have
been met

9.2  Survival. In addition to any payment obligations incurred prior to the
     --------
expiration or termination of this Agreement, the following sections shall
survive the termination or expiration of this Agreement for any reason: 1.1,
1.3, 3.2, 3.3, 6, 8.2, 9.2, 9.3, 11.2, 12, and 16.

10.  INDEMNITIES.

Annuncio Software, Inc.              - 5 -                          CONFIDENTIAL
<PAGE>

10.1 Indemnity by Wells Fargo. Wells Fargo shall, at its expense, defend and
     ------------------------
hold Annuncio, its parent and subsidiary companies and its directors, officers
and employees harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Annuncio arising out of or
relating to any third party claim, suit or proceeding alleging that the Wells
Fargo Materials, to the extent obtained, supplied, and/or created by Wells
Fargo: (i) are factually inaccurate, misleading or deceptive; (ii) infringe or
misappropriate any copyright, trademark, trade secret or other intellectual
property right of any third party; or (iii) are libelous, defamatory, obscene or
pornographic or violates other civil or criminal laws, including those
regulating the use and distribution of content on the Internet and protection of
personal privacy; provided that Annuncio promptly notifies Wells Fargo in
writing of any such claim and promptly tenders full control of the defense and
settlement of any such claim to Wells Fargo. Annuncio shall cooperate with Wells
Fargo, at Wells Fargo's expense, in defending or settling any such claim.

10.2 Indemnity by Annuncio.
     ---------------------

(a)  Annuncio shall, at its expense, defend and hold Wells Fargo, its parent and
subsidiary companies and its directors, officers and employees harmless from any
and all damages, liabilities, costs and expenses (including reasonable
attorneys' fees) incurred by Wells Fargo arising out of or relating to any third
party claim, suit or proceeding alleging that the Software or the deliverables
provided by Annuncio as part of the Services (except to the extent such claims
are based upon the Wells Fargo Materials): (i) are factually inaccurate,
misleading or deceptive; (ii) infringe or misappropriate any copyright,
trademark, trade secret or other intellectual property right of any third party;
or (iii) are libelous, defamatory, obscene or pornographic or violates other
civil or criminal laws, including those regulating the use and distribution of
content on the Internet and protection of personal privacy; provided that Wells
Fargo promptly notifies Annuncio in writing of any such claim and promptly
tenders full control of the defense and settlement of any such claim to
Annuncio. Wells Fargo shall cooperate with Annuncio, at Annuncio's expense, in
defending or settling such claims. Notwithstanding the provisions of this
Section, Annuncio assumes no liability for infringement claims arising out of
the Wells Fargo Materials or by Wells Fargo modification of the Software without
Annuncio's authorization, or infringement claims based solely on the use or
combination of the Software by Wells Fargo with materials, equipment, or
machinery not provided by Annuncio. THE PROVISIONS OF THIS SECTION 10.2(a)
STATES THE ENTIRE LIABILITY AND OBLIGATION OF ANNUNCIO AND THE EXCLUSIVE REMEDY
OF WELLS FARGO WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF COPYRIGHTS,
OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART THEREOF

(b)  Annuncio shall, at its expense, defend and hold Wells Fargo, its parent and
subsidiary companies and its directors, officers and employees harmless from any
and all damages, liabilities, costs and expenses (including reasonable
attorneys' fees) incurred by Wells Fargo arising out of or relating to any suit
or proceeding arising out of Annuncio's gross negligence, willful misconduct,
unlawful act, provided that Wells Fargo promptly notifies Annuncio in writing of
any such claim and promptly tenders full control of the defense and settlement
of any such claim to Annuncio. Wells Fargo shall cooperate with Annuncio, at
Annuncio's expense, in defending or settling such claims.

11.  LIMITATIONS OF LIABILITY.

11.1 Wells Fargo Materials. Wells Fargo is responsible for the content of the
     ---------------------
Wells Fargo Materials. For all Wells Fargo Materials, Wells Fargo shall obtain
all licenses to, and releases of intellectual or proprietary rights subsisting
in such Wells Fargo Materials before placement within the Service. If there is
any damage or loss of any Wells Fargo Materials once installed on the Annuncio
Server, however caused, then Wells Fargo's sole and exclusive remedy, and
Annuncio's sole and exclusive liability for such damage or loss is for Annuncio
to use all reasonable efforts to provide to Wells Fargo the version of the Wells
Fargo Materials from Annuncio's most recent regularly scheduled backup of such
Wells Fargo Materials.

11.2 Limitation. IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR
     ----------
RELATED TO THIS AGREEMENT EXCEED [*]. FURTHER, IN NO EVENT SHALL WELLS FARGO,
ANNUNCIO, ANNUNCIO'S LICENSORS, OR ANNUNCIO'S SUPPLIERS

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

HAVE LIABILITY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 11.2
SHALL NOT APPLY TO ANY BREACH BY ANNUNCIO OR ITS CONTRACTORS OF CONFIDENTIALITY
OBLIGATIONS WITH REGARD TO WELLS FARGO CUSTOMER INFORMATION OR ANNUNCIO'S
INFRINGEMENT INDEMNITY OBLIGATIONS UNDER SECTION 10.2(A).

12.  SETTLEMENT OF DISPUTES

12.1 The parties will endeavor to amicably resolve any dispute, controversy, or
claim arising out of or related to this Agreement, or breach thereof. In the
event, however, that any dispute, controversy, or claim cannot be amicably
resolved, it shall be finally settled by binding arbitration. Such arbitration
shall be conducted in the English language by the American Arbitration
Association in San Francisco, California under that organization's commercial
arbitration rules. The expense of arbitration will be borne by the losing party.

12.2 The parties agree that the award of the arbitrator shall be the final, sole
and exclusive remedy between them regarding any claims, counterclaims, issues or
accountings presented or pled to the arbitrator; that it shall be nonappealable;
that any monetary award shall be promptly paid, free of any tax, deduction or
offsets; and that any costs, fees or taxes incident to enforcing the award shall
be charged against the party resisting such enforcement. Judgment upon the award
of the arbitrator may be entered and enforced in any court having jurisdiction
thereof.

12.3 Notwithstanding Sections 12.1 and 12.2 above, no provision hereof shall
limit the right of either party to seek injunctive relief from a court of
competent jurisdiction before, after, or during the pendency of any arbitration.
The exercise of any such remedy shall not waive the right of any party to compel
arbitration hereunder.

13.  INSURANCE

13.1 Insurance. Annuncio shall maintain adequate insurance coverage to protect
     ---------
Wells Fargo from any losses or claims which may arise out of the this Agreement,
the Software, or the performance of Services under this Agreement including (i)
statutory workers' compensation, disability and unemployment insurance for all
employees of Annuncio, (ii) commercial general liability insurance (including
contractual liability coverage, broad form property damage liability and
personal and bodily injury liability) covering all employees, subcontractors,
agents and servants of Annuncio and its subcontractors (if any) engaged in the
performance of services hereunder, with limits of at least [*] per occurrence,
(iii) professional liability insurance (errors and omissions) covering Annuncio,
its officers and employees with a limit of not less than [*] per occurrence, and
(iv) [*]. Upon Wells Fargo's request, Annuncio shall provide to Wells Fargo,
copies of certificates of insurance specifying the limits of insurance, copies
of insurance policies specifying the terms and conditions of that insurance, and
certification that the foregoing insurance is in full force and effect and will
not be canceled. In addition, Annuncio warrants that the insurance limits or the
insurance coverage shall not be materially reduced without a thirty (30) day
prior written notice to Wells Fargo. [*] If any personnel assigned to Wells
Fargo are a subcontractors of Annuncio, Annuncio shall furnish Wells Fargo, upon
request, with evidence that Annuncio's insurance covers such subcontractor or
that such subcontractor maintains the same types and level of insurance as that
required of Annuncio hereunder.

14.  COMPLIANCE WITH LAWS

14.1 The Services performed hereunder will be performed in a manner which is in
accordance with all statutes, regulations and/or ordinances applicable to the
services covered hereby, including, but not limited to, all laws and regulations
pertaining to wages and hours of employment, social security, unemployment,
Workers Compensation and withholding of taxes.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

15.  SECURITY

15.1 While at Wells Fargo's facilities, Annuncio employees shall have access
only to areas designated by Wells Fargo. If Annuncio employees are issued
security badges, they shall be worn at all times while on Wells Fargo premises,
and surrendered upon completion of the services at Wells Fargo facilities, or
upon demand, which ever occurs first. Annuncio and Annuncio's employees shall
comply with all Wells Fargo security regulations, policies and procedures
including those governing access to data, computer systems, and facilities and
governing the removal of property from Wells Fargo's premises including all
security requirements set out in Schedule D that are applicable to performance
                                 ----------
of the Services, the Software, or the Annuncio Server hosting arrangement.

15.2 Individuals who have been convicted of a crime involving dishonesty or
breach of trust are prohibited from working for Wells Fargo unless permission
has been granted by the appropriate Federal agency. If Annuncio or any employee
of Annuncio, who will be performing services under this Agreement, has a
criminal conviction record involving dishonesty or breach of trust, Annuncio
shall notify Wells Fargo in writing prior to the commencement of the services
and/or assignment with Wells Fargo. Upon receiving such notice, Wells Fargo
shall decide, in its sole discretion, whether to petition the appropriate
Federal Agency for an exception.

16.  GENERAL.

16.1 Assignment. Except with regard to assignment to Affiliates or to a merger
     ----------
or sale of substantially all or all Wells Fargo assets, Wells Fargo may not
assign any of its rights or delegate any of its obligations under this
Agreement, whether by operation of law or otherwise, unless it has first
obtained written approval from Annuncio, and the assignee or delegatee agrees,
also in writing, to be bound by all of the terms and conditions of this
Agreement. Except with regard to a merger or sale of all or substantially all
Annuncio assets, Annuncio may not assign its rights or obligations under this
Agreement or any licenses created hereunder without Wells Fargo's prior written
consent, which consent shall not be unreasonably withheld, provided the assignee
or delegatee agrees, also in writing, to be bound by all of the terms and
conditions of this Agreement. Subject to the foregoing, this Agreement will bind
and inure to the benefit of the parties, their respective successors, and
permitted assigns.

16.2 Waiver and Amendment. No modification, amendment, or waiver of any
     --------------------
provision of this Agreement shall be effective unless in writing and signed by
the party to be charged. No failure or delay by either party in exercising any
right, power, or remedy under this Agreement, except as specifically provided
herein, shall operate as a waiver of any such right, power or remedy.

16.3 Choice of Law; Jurisdiction, Venue. This Agreement shall be governed by the
     ----------------------------------
laws of the United States and the State of California, USA., excluding conflict
of laws provisions and excluding the 1980 United Nations Convention on Contracts
for the International Sale of Goods. Wells Fargo agrees to comply with all U.S.
and foreign export control laws or regulations. The parties hereto agree to the
exclusive and personal jurisdiction of the state and federal courts located in
the Central District of California.

16.4 Notices. All notices, demands or consents required or permitted under this
     -------
Agreement shall be in writing and delivered to the addresses set forth on the
Cover Sheet. Notice shall be considered delivered and effective on the earlier
of actual receipt or when: (a) personally delivered; (b) the day following
transmission if sent by telex, telegram or facsimile when followed by written
confirmation by registered overnight carrier or certified United States mail; or
(c) 1 day after posting when sent by registered private overnight carrier (e.g.,
Airborne, DHL, Federal Express, UPS etc.); or (d) 5 days after posting when sent
by certified United States mail. Notice shall be sent to the parties at the
addresses set forth on the first page of this Agreement or at such other address
as shall be specified by either party to the other in writing.

16.5 Independent Contractors. The parties are independent contractors. Neither
     -----------------------
party shall be deemed an employee, agent, partner or legal representative of the
other for any purpose and neither shall have any right, power, or authority to
create any obligation or responsibility on behalf of the other.

Annuncio Software, Inc.              - 8 -                          CONFIDENTIAL
<PAGE>

16.6  Severability. If any provision of this Agreement is held by a court of
      ------------
competent jurisdiction to be contrary to law, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.

16.7  Force Majeure. Except for Wells Fargo's obligations to pay money, neither
      -------------
party shall be deemed to be in breach of this Agreement for any failure or delay
in performance caused by reasons beyond its reasonable control, including but
not limited to acts of God, earthquakes, strikes or shortages of materials.

16.8  Headings and References. The headings and captions used in this Agreement
      -----------------------
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

16.9  Complete Understanding. This Agreement, including all Schedules,
      ----------------------
constitutes the final, complete, and exclusive agreement between the parties
with respect to the subject matter hereof, and supersedes any prior or
contemporaneous agreement.

16.10 Counterparts. This Agreement may be signed in two or more counterparts,
      ------------
each of which shall be deemed an original and together which shall constitute
one instrument.

Accepted and Agreed:

ANNUNCIO SOFTWARE, INC.                      WELLS FARGO BANK, N.A.

By: /s/ Chris McClain                        By: /s/ Scott T.K. Gable

Print Name: CHRIS McClain                    Print Name: SCOTT T.K. GABLE
            -------------                                ----------------

Title: VP SALES                              Title: SVP, MARKETING
       --------                                     --------------

Date: 10/7/99                                Date: 10/6/99
      -------                                      -------

<PAGE>

                                   Schedule A
                                   ----------

                               ANNUNCIO SERVICES

This Schedule sets forth the terms and conditions upon which the Parties agree
that Annuncio shall render certain Services to Wells Fargo. This Schedule is a
part of and incorporates the terms and conditions of that certain Pilot Software
License and Services Agreement between Annuncio and Wells Fargo (the "BASE
AGREEMENT") with an Effective Date of October 6, 1999. Unless otherwise
defined herein, all capitalized terms used herein shall have the meaning set
forth in the Base Agreement.

1.   SERVICES
     --------

1.1  Services. Annuncio will, as Wells Fargo and Annuncio may agree from time to
     --------
time during the Term, provide the Services described in each separate Exhibit A
                                                                      ---------
attached hereto (each, a "STATEMENT OF WORK"). Each Exhibit A hereto shall be
                                                    ---------
sequentially numbered (Exhibit(s) A-1, A-2, etc.) and shall not be binding until
it has been signed by both of the parties. In the event of a conflict with the
terms of the Base Agreement with this Schedule A or any Statement of Work, the
                                      ----------
terms of this Schedule A and the Statement of Work shall supersede the terms of
the Base Agreement and the terms of any Statement of Work shall supercede the
terms of this Schedule A. Notwithstanding the foregoing or any provisions in the
              ----------
Base Agreement or a Statement of Work, Wells Fargo has no obligation whatsoever
to enter into a Statement of Work other than that set out in Exhibit A-1 hereto.

2.   COMPENSATION.
     ------------

2.1  Services. Wells Fargo shall pay Annuncio for performing the Services as
     --------
shown in the applicable Exhibit A.
                        ---------

2.2  Expenses. The Wells Fargo shall also reimburse Annuncio for the pre-
     --------
approved, reasonable actual travel and living expenses of its personnel engaged
in the performance of Services at locations other than Annuncio facilities,
together with other reasonable out-of-pocket expenses incurred in connection
with performance of the Services. Annuncio shall adhere to any travel policy
reasonably promulgated by Wells Fargo.

3.   OWNERSHIP. All right, title and interest in and to any enhancements,
     ---------
modifications or updates to the Software developed by Annuncio and furnished to
Wells Fargo hereunder shall be and remain with Annuncio. Wells Fargo shall treat
all enhancements, modifications and updates, whether developed by Annuncio, in
accordance with the restrictions and limitations set forth in the Base Agreement

4.   Wells Fargo Obligations.
     -----------------------

4.1  Wells Fargo agrees not to use the Services or the Annuncio Server in a
manner that is prohibited by any law or regulation or to facilitate the
violation of any law or regulation. Wells Fargo further agrees not to use the
Services in a manner that will disrupt third parties' use or enjoyment of any
communications service or outlets. Wells Fargo acknowledges that prohibited
conduct includes, but is not limited to, use of the Service to invade the
privacy of third parties, impersonation of Annuncio personnel or other Annuncio
customers, transmitting via e-mail, USENET or chat service abusive, profane,
libelous, slanderous, threatening or otherwise harassing material and posting
material in any newsgroup that is off-topic according to the charter or other
public statement of the newsgroup. Wells Fargo also agrees not to use any the
Services to solicit Annuncio customers to patronize competing services, and not
to violate or tamper with the security of any Annuncio Server or Software.

4.2  Wells Fargo shall be solely responsible for all Wells Fargo Materials
available on or through the Software hosted on the Annuncio Server. Wells Fargo
acknowledges that Annuncio exercises no control whatsoever over the content of
the Wells Fargo Materials and that it is the sole responsibility of Wells Fargo
to ensure that the information it and its Users transmit and receive complies
with all applicable laws and regulations.

4.3  Wells Fargo acknowledges that, except as specifically authorized in the
Agreement, it is expressly prohibited from utilizing any Annuncio dial-up
account, Annuncio's equipment, any Annuncio electronic mail

Annuncio Software, Inc.             - 10 -                          CONFIDENTIAL
<PAGE>

address, or any Annuncio Server in connection with the sending of the same or
substantially similar unsolicited electronic mail messages, whether commercial
or not, to a large number of recipients. Wells Fargo specifically agrees that it
will not utilize any Annuncio dial-up account, Annuncio's equipment, any
Annuncio electronic mail address or any Annuncio Server in connection with the
transmission of the same or substantially similar unsolicited message to 50 or
more recipients or 15 or more newsgroups in a single day. For each day upon
which this provision is violated, Wells Fargo agrees to pay Annuncio damages to
compensate for the lost goodwill such a violation causes. Wells Fargo agrees to
pay Annuncio $10 per day for an unintentional violation of this provision, but
where warranted, such as in the case of an accidental transmission, Annuncio may
waive all or part of the applicable charge. In cases of willful violations of
this provision, Wells Fargo agrees to pay Annuncio $200 per day. . Payment by
Wells Fargo under this provision shall not prevent Annuncio from seeking to
obtain other legal remedies against Wells Fargo, including other damages or an
injunction.

5.   SERVICE LEVELS. Annuncio shall perform all Services and assure that any
     --------------
third party subcontractor used by Annuncio performs in accordance with the
Service Levels set out in Schedule C..

5.1  Annuncio Warranty. Annuncio will use all commercially reasonable efforts
     -----------------
to: (i) make the Annuncio Servers available 24 hours per day, 7 days per week;
(ii) promptly investigate any problems that Wells Fargo reports to Annuncio; and
(iii) resolve problems or errors promptly.

5.2  Credit for Non-Availability. If the Annuncio Servers, Software, and/or
     ---------------------------
related Services are available less than 90% of the time (excluding scheduled
maintenance and backups each day ("Uptime Target"), then Annuncio shall credit
Wells Fargo for the unavailable time by extending the term of this Agreement one
day, without additional charge, for each day in which the Uptime Target is not
met.

6.   INTEGRATION. All other terms and conditions set forth in the Base Agreement
     -----------
are incorporated herein by this reference, including the provisions of Section
16 of the Base Agreement, entitled "General Provisions."

Accepted and Agreed:

ANNUNCIO SOFTWARE, INC.                      WELLS FARGO BANK, N.A.

By: /s/ Chris McClain                        By: /s/ Scott T.K. Gable

Print Name: CHRIS MCCLAIN                    Print Name: SCOTT T.K. GABLE
            -------------                                ----------------

Title: VP SALES                              Title: SVP, MARKETING
       --------                                     --------------

Date: 10/7/99                                Date: 10/6/99
      -------                                      -------

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                  Exhibit A-1
                                  -----------

                               STATEMENT OF WORK

1.     STATEMENT OF WORK OVERVIEW

1.1    Background. Wells Fargo wishes to use the Software, Annuncio Live /TM/,
       ----------
in a hosted environment using an Annuncio Server. This Statement of Work ("SOW")
describes the Services that Annuncio will provide to implement, integrate, and
host the Software for use by Wells Fargo.

1.2    The goals of this Statement of Work are to define the following:

       (a) Hosting, data, integration, campaign, and support Services to be
provided by Annuncio

       (b) Deliverables to be provided by Annuncio

       (c) Tasks and other responsibilities of Wells Fargo related to the SOW

       (d) Key assumptions

       (e) Consulting costs

1.3    Additionally, this SOW will be used to document Wells Fargo's acceptance
of the work scope as defined within, and serve as an authorization to commence
delivery of the defined Services.

2.     PROJECT SCOPE

2.1    This document is a complete description of the Services and deliverables
to be provided by to Wells Fargo by Annuncio.

2.2    The topics covered in this section are:

       (a) Goals and Objectives

       (b) Project planning and project management

       (c) Hosting Services

       (d) Data and integration Services

       (e) Campaign Services

       (f) Support Services

       (g) Key assumptions

       (h) Wells Fargo responsibilities

2.1    GOALS AND OBJECTIVES

2.1.1  OBJECTIVES

       (a) The objectives of Wells Fargo's engagement of Annuncio as a Service
provider are as follows:

           *  For Annuncio to provide access to Wells Fargo of an hosted version
              of the Annuncio Live Software for the duration of the Agreement at
              a are, Inc. third party location under the control of Annuncio.


Annuncio Software                      -12-                        CONFIDENTIAL
<PAGE>

           *  For Annuncio to assist Wells Fargo in creating an Annuncio Live
              Database

           *  For Annuncio to assist Wells Fargo in defining profile fields

           *  For Annuncio to assist Wells Fargo in performing initial data
              load.

           *  For Annuncio to assist Wells Fargo in creating an initial campaign

           *  For Annuncio to train Wells Fargo on the use of Annuncio Live
              Software

2.2     ANNUNCIO SERVICES. Annuncio will provide the following specific Services
and Deliverables to Wells Fargo as part of this SOW:

2.2.1.  PROJECT PLANNING AND PROJECT MANAGEMENT BACKGROUND. Annuncio will manage
the project described in this document.

2.2.2   SERVICES. Annuncio will provide the
following services.

a)      Organize and lead a "kickoff meeting" with Wells Fargo for overall
project planning.

                *  Discussion of project goals and objectives

                *  Definition of key milestones

                *  Assignment of members of project team from Annuncio and Wells
                   Fargo

b)      Create a project plan and schedule.

c)      Maintain a shared email list for the project team.

d)      Participate with Wells Fargo in regular project review meetings during
the implementation phase.

e)      An Implementation Closure Meeting will be held once the campaign and
data services are complete. At this meeting, Annuncio will obtain final approval
and sign-off from Wells Fargo of the deliverables. Annuncio will review the
Services provided as a part of this SOW, document any outstanding issues
remaining, and solicit feedback from Wells Fargo regarding the Services provided
and the Annuncio personnel assigned to the project. This meeting will also serve
as a transitional milestone between the Services provided by the Annuncio under
the terms of this Statement of Work, and the ongoing support Services described
in sections concerning Technology and Hosting Services and Ongoing Support
Services.

2.2.3   DELIVERABLES

Project plan and schedule

2.2.4   TECHNOLOGY AND HOSTING SERVICES

2.2.4.1 BACKGROUND. Annuncio will provide Wells Fargo with access to a hosted
version of Annuncio Live Software during the term of the Agreement.

2.2.4.2 SERVICES

a.      Annuncio will provide the following Services.

        *  A hosted version of Annuncio Live Software, including:

Annuncio Software, Inc.               -13-                          CONFIDENTIAL
<PAGE>

          *  Hosting of Annuncio Server including but not limited to the
             Annuncio Live Campaign Server, Live Access Server, Mailcaster and
             Live Database

          *  Hosting of Annuncio Server including but not limited to the email
             and web servers needed to run online marketing campaigns using
             Annuncio Live Software.

          *  Access from the Annuncio Server to the internet for outbound email
             and inbound responses

b.  An Annuncio Server configured and tuned to support the volume of marketing
interactions specified in the Agreement.

          *  Agreed upon security for the Wells Fargo Data residing in the
             Annuncio Live Database

          *  System management to ensure Annuncio Server availability for Wells
             Fargo campaigns

          *  Backup of the Annuncio Live Database

          *  Installation of the Annuncio Live client(s) at Wells Fargo

          *  Access from the Annuncio Live client(s) residing at Wells Fargo, to
             the hosted Annuncio Software over the Internet

2.2.4.3.  DELIVERABLES

a.  Annuncio Live client software

b.  Configured and operational Annuncio Live Software system hosted at a
location under the control of Annuncio.

2.2.4.4   CONSTRAINTS / LIMITATIONS

a  The Software system will be limited to the volume specified in the Agreement.

b  From time to time, Annuncio may be required to perform some Software system
maintenance that will result in system downtime. Annuncio will endeavor to
coordinate this maintenance with Wells Fargo and provide adequate notice of
anticipated downtime.

2.2.5     DATA SERVICES

2.2.5.1   BACKGROUND. Annuncio will provide Wells Fargo with services to assist
in building a Live Database for online marketing.

2.2.5.2   SERVICES. Annuncio will provide the following services.

a)  Assistance to Wells Fargo in designing and defining the profile fields for
the Live Database

b)  Assistance to Wells Fargo in performing initial data load

c)  The data to be loaded into Annuncio will be provided by Wells Fargo in a
flat file format compatible with the Annuncio Live Import Utility, from the
Wells Fargo database

d)  Ability for Wells Fargo to load data on an ad-hoc basis using an Import
Utility.

Annuncio Software, Inc.               - 14 -                        CONFIDENTIAL
<PAGE>

2.2.5.3   DELIVERABLES

a)  Import Utility

b)  Import of flat file

2.2.5.4   CONSTRAINTS / LIMITATIONS.

a)  Wells Fargo will provide a flat file of data to load via an extract from the
appropriate internal system.

b)  The format and content of the flat file must be compatible with the
requirements of the AnnuncioLive Import Utility.

c)  The scope of integration is limited to importing into Annuncio Live initial
data load of data records supplied by Wells Fargo in the required format.

d)  Annuncio will provide additional integration services for a rate of [*]
per day.

2.2.6.    CAMPAIGN SERVICES

2.2.6.1   BACKGROUND. During the term of this Agreement, Annuncio will assist
Wells Fargo in creating and launching the initial campaign.

2.2.6.2   SERVICES

a)  Annuncio will provide the following services.

b)  Annuncio will train Wells Fargo on how to use Annuncio Live to create
campaigns.

c)  Annuncio will assist Wells Fargo in creating and launching the initial
campaign.

2.2.6.3   DELIVERABLES. Training and support on initial campaign creation.

2.2.6.4   CONSTRAINTS / LIMITATIONS. Annuncio will assist in creating additional
campaigns for a rate of [*] per day.

2.2.7     ONGOING SUPPORT SERVICES

2.2.7.1   BACKGROUND. Annuncio will provide ongoing support to Wells Fargo.

2.2.7.2   SERVICES. Annuncio will provide the following services:

a.  Telephone and internet-based support to assist with any product usage
questions or any software and system problems.

b.  Operations support to manage the hosted Annuncio Live system

c.  Optionally, Annuncio will provide additional technical or campaign
consulting services at the rate of [*] per day.

2.2.7.3   DELIVERABLES

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

a.  Contacts for support and systems management

2.2.7.4   CONSTRAINTS / LIMITATIONS

a.  Full terms and conditions for support can be found in the support contract.

b.  Deliverables Support & Warranty. Annuncio, at no charge, will correct any
bugs discovered in any of the integration components within a period of 30 days
after its delivery to Wells Fargo. Support or enhancements thereafter will be
billed at the standard rate on a time and materials basis.

2.2.7.5   ASSUMPTIONS

A)        GENERAL ASSUMPTIONS

               *    Wells Fargo and Annuncio Software will mutually agree upon a
                    start date for this Statement of Work once Wells Fargo signs
                    the SOW and returns the signed SOW to Annuncio Software.

               *    Wells Fargo resources and personnel will be sufficient to
                    perform those project tasks that are the responsibility of
                    Wells Fargo.

               *    For those tasks which Annuncio Software elects to perform
                    on-site at Wells Fargo's facility, Wells Fargo will ensure
                    that Annuncio Software personnel have access to the
                    necessary facilities, equipment and appropriate Wells Fargo
                    personnel as may be required to complete the tasks defined
                    within this SOW.

               *    For the duration of the project, Wells Fargo will provide
                    Annuncio with suitable workspace, access to conference rooms
                    or classrooms, security clearances for access to Wells Fargo
                    facilities, access to telephones with outside lines, a
                    copier, and normal office supplies as needed.

               *    Annuncio Software will generally perform all services during
                    normal business hours: 9:00 AM - 5:00 PM, Monday through
                    Friday. No work will be performed on Annuncio Software
                    holidays. Annuncio Software will provide Wells Fargo with a
                    list of company holidays upon request.

               *    For the duration of the project,  will provide Annuncio
                    Wells Fargo with suitable workspace, access to conference
                    rooms or classrooms, security clearances for access to
                    Annuncio facilities, access to telephones with outside
                    lines, a copier, and normal office supplies as needed.





2.2.8     WELLS FARGO RESPONSIBILITIES

2.2.8.1   GENERAL RESPONSIBILITIES

a)  Wells Fargo's general responsibilities related to the services to be
provided by Annuncio Software under this SOW include the following:

b)  Providing primary sponsorship of the project

c)  Provision of the necessary project resources to complete the tasks assigned
to Wells Fargo as defined above and within this section

Annuncio Software, Inc.               - 16 -                        CONFIDENTIAL
<PAGE>

2.2.8.2   SPECIFIC RESPONSIBILITIES

a)  Wells Fargo will appoint and assign an overall Project Manager, to represent
    and manage the project from Wells Fargo's perspective.

b)  Wells Fargo will similarly assign technical and campaign representatives, as
    necessary, for the duration of this engagement. These representatives will
    have sufficient skills and availability to work with Annuncio staff and
    execute the responsibilities described herein, thus ensuring the success of
    the project.

c)  Wells Fargo will provide the hardware needed to run client versions of
    Annuncio Live, and any necessary connections between the client and the
    Internet.

d)  Wells Fargo will provide a flat file from the data source to be imported
    into Annuncio

e)  Wells Fargo will assist with testing of any imports.

f)  Wells Fargo will provide information for and assist with the design of
    profiles.

3.        PROJECT COSTS

3.1       ASSUMPTIONS

All work will take place at either the Annuncio Mountain View office or the
Wells Fargo facility. Any incurred travel or other expenses will be billed to
Wells Fargo for work at other than the Annuncio Mountain View Office or the
Wells Fargo facility..

3.2       TERMS

3.2.1     Payment terms for the services described
within this SOW are as follows:

3.2.2.    The costs are based on the services described and assumptions
documented within this SOW.

3.2.3     Charges for services and related expenses
will be invoiced to Wells Fargo in the following manner:

3.2.4     Additional consulting services, including
additional integration services or the creation of additional campaigns, will be
billed monthly as the work is completed. Payment is due net 30 days.

3.2.5     Should additional work be identified as a
result of changes in activities or complexity   of the activities, Change Orders
will be generated for Wells Fargo approval prior to initiation of the additional
work.

3.3       COSTS

STARTUP FEE-ONE-TIME CHARGE                 [*]

Install and setup hardware and software               Included in startup fee
in hosted environment

Setup Annuncio Live profile database                  Included in startup fee

Perform initial data load                             Included in startup fee

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

STARTUP FEE--ONE-TIME CHARGE            [*]

Setup remote access to Annuncio Live                Included in startup fee
at Annuncio and at Wells Fargo when
security issues are resolved

Provide Annuncio Live training for                  Included in startup fee
up to six people

Assist in design, creation, testing,                Included in startup fee
and launch of initial campaign


MONTHLY FEE - SERVICE CONTRACT (6 MONTHS MAXIMUM, COMMENCING NOVEMBER 1, 1999)

Up to 200,000 marketing transactions                [*]
per month

Hardware & software monitoring and                  Included in monthly service
management

Database administration, management                 Included in monthly service
and backup

Ongoing technical support                           Included in monthly service

Consulting services (up to [*]                      Included in monthly service
per month)

4.        AUTHORIZATION TO PROCEED

Annuncio Software, Inc. and Wells Fargo Bank, N.A.. hereby agree to the
description of services contained in this Statement of Work, and Wells Fargo &
Co. hereby authorizes commencement of the services.

ANNUNCIO SOFTWARE, INC.                      WELLS FARGO BANK, N.A.

Signature /s/ Chris McClain                  Signature /s/ Scott T.K. Gable

Name CHRIS MCCLAIN                           Name SCOTT T.K. GABLE
     -------------                                ----------------

Title VP, SALES                              Title SVP, MARKETING
      ---------                                    --------------

Date 10/7/99                                 Date 10/6/99
     -------                                      -------

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                   Schedule B
                                   ----------

                                    PRICING

Pricing will take one of two forms: either as a services-based pricing model or
as a product-based pricing model.

SERVICES PRICING MODEL                                                 COST

Rate per month for managing volumes of up to [*] marketing             [*]
transactions per month for total outsourced solution for services
described below

Pricing of services does not include travel and expenses. Wells Fargo is not
responsible for travel time to and from Wells Fargo, nor lodging/per Diem
expenses while at Wells Fargo.

Payment for other functions performed by Annuncio will be mutually agreed upon.

The monthly rate of [*] assumes a six-month commitment. In the event that
Wells Fargo continues to request Services from Annuncio after the initial six-
month commitment for all or part of the remainder of the one (1) year initial
term, Annuncio will provide the Services on the same terms and conditions on a
month to month basis for the period of time selected by Wells Fargo.

SERVICES PROVIDED BY ANNUNCIO SOFTWARE Annuncio's services will be as set forth
in the applicable Statement of Work.

PRICING OF SOFTWARE LICENSE & MAINTENANCE (IF OPTION EXERCISED BY WELLS FARGO)

SOFTWARE LICENSE
IF ANNUNCIO LIVE IS PURCHASED WITHIN SIX (6) MONTHS OF
EFFECTIVE DATE:                                                       [*]

FIRST YEAR MAINTENANCE                                                [*]

SOFTWARE:      Perpetual license for Annuncio Live Enterprise Version

VOLUME:        Up to [*] million marketing transactions per year ("Marketing
               Transaction" is defined as both an outbound email and an initial
               entry into an Annuncio Live campaign. Marketing transactions are
               tracked by annuncio through periodic system audits, which would
               occur no more frequently than quarterly and no less frequently
               than annually.)

MAINTENANCE:   After year-one, annual maintenance is billable at a rate of 18%
               of the then-license fee actually paid by Wells Fargo for the
               Annuncio Live software. Annuncio shall not increase the rate for
               the annual maintenance fee more than annually and no more than of
               [*] of the amount charged for the preceding year's annual
               maintenance fee.

SERVICES:      Additional consulting services may be provided upon Wells Fargo
               request at Annuncio's then-current prices for Professional
               Services. Cost of onsite consulting will not include travel time
               to Wells Fargo, nor per diem expenses, lodging or transportation
               to lodging.

TRAINING:      Additional training services may be provided upon Wells Fargo
               request at Annuncio's then-current prices for training services.

[*]

SERVERS:       One Annuncio Live Enterprise server, plus provision for backup
               server.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

CLIENTS:       [*]

OTHER:         As Annuncio charter member, will have the opportunity to
               participate in semi-annual meetings to provide input and counsel
               on future releases of Annuncio Live.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                   Schedule C
                                   ----------

                                 SERVICE LEVELS

                       ANNUNCIO SOFTWARE STANDARD SUPPORT

 .    A 90-day media warranty: Annuncio will replace defective media during the
     first 90 days.

 .    Software upgrades: Includes maintenance releases as well as upgrades.

 .    Support for current release and one level back, for up to one year.

 .    Standard hours of telephone support: 8 a.m. to 5 p.m., Pacific Time, with
     support for unlimited number of incidents. Extended hours available at
     additional cost.

 .    Call back response times: 1 business hour for emergencies, 4 hours
     for urgent, and 24 hours for others. All hours are business hours.

 .    Four named customer contacts for support -two technical (one primary and
     one backup) and two marketing (one primary and one backup). Additional
     contacts may be added at additional cost. Contacts must be properly trained
     in the use of the product, for instance, by attending the relevant training
     class.

 .    Wells Fargo-defined priorities: Wells Fargo defines business impact of
     issue, when initially contacting Technical Support. Once issue is
     understood by Annuncio, however, Annuncio might, at its discretion, re-
     assign a different priority to the case.

 .    Defect fixes will be deliverable via patch for emergencies without
     workaround. Major issues will be addressed via fix in the next maintenance
     release. Patches may be individual or cumulative, at Annuncio's discretion.

 .    Annuncio Software reserves the right to make changes to its standard
     support, upon 30 days written notice to Wells Fargo.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                  Schedule D.
                                  -----------

                     WELLS FARGO DATA SECURITY REQUIREMENTS

As necessary, Annuncio shall comply with the following Wells Fargo security
requirements when performing the services or providing maintenance services and
Annuncio shall require that any third party providing the hosting services for
Annuncio shall agree in writing to comply with such requirements.

1.   Annuncio agrees that Wells Fargo personnel will be responsible for
determining and maintaining all levels of security residing on Wells Fargo
hardware or systems.

2.   Annuncio agrees that it will not permit unauthorized traffic to access,
either directly or indirectly, Wells Fargo networks from or through Annuncio's
end of the common Internet connection.

3.   Wells Fargo reserves the right to immediately disconnect Annuncio's service
upon the discovery of any unauthorized access, via Annuncio's end of the common
Internet connection, to Wells Fargo networks. All of Annuncio's commitments with
regard to any service provisions of this Agreement shall, however, remain in
full force. Such commitments shall be satisfied by on-site servicing until the
nature of such inappropriate access is investigated and resolved to Wells
Fargo's satisfaction.

4.   Annuncio agrees that any server access required by Annuncio's staff through
outside security products will be in a read-only mode unless prior written
approval for more intrusive access is granted by the manager of Wells Fargo Data
Security Architecture. Such approval shall be necessary for each separate
instance in which non read-only access is desired.

5.   Annuncio agrees that access will be strictly limited to platforms or
protocols that have been documented in this agreement. Annuncio agrees that
Wells Fargo will be notified if the configuration changes at Annuncio's end of
the connection.

6.   Annuncio and its product packages may transfer files to the Wells Fargo
domain, but such transfer cannot be made through File Transfer Protocol (FTP).
Whenever feasible, Annuncio shall use the file transfer method known as Connect:
Direct.

7.   Annuncio agrees (1) to be alert to all "holes" and "fixes" through an
industry-recognized service that issues Computer Emergency Response Team (CERT)
advisories, and (2) to act diligently in applying such "fixes" to the
appropriate system.

8.   Annuncio agrees that it will supply Wells Fargo with a letter certifying
that Annuncio has developed and engineered its software without any "back doors"
or "trap doors" which allow for application code access through the bypassing of
any/all security features. If there are any such accesses for programming and
code modification, Annuncio agrees that it will use its best efforts to
immediately identify those accesses to Wells Fargo and assist Wells Fargo in
eliminating them. Annuncio shall perform such services at no additional cost to
Wells Fargo. If Annuncio is using software obtained from or through a third
party, Annuncio agrees to obtain such a certification letter from that third
party.

9.   Annuncio certifies that each and every person working for Annuncio under
this Agreement, including but not limited to its staff, contractors, and sub-
contractors, has undergone a background investigation and that no such person
has been either charged with, or convicted of, embezzlement, fraud, antitrust,
or any other financial related crime.

10.  Annuncio agrees and understands that the project security will be
implemented incrementally and in direct proportion to the concurrent level of
access to production data. Annuncio further agrees to allow Wells Fargo to

Annuncio Software, Inc.               -22-                          CONFIDENTIAL
<PAGE>

conduct network assessments, and such assessments are to occur on a schedule to
be mutually agreed upon. Annuncio understands that should an Wells Fargo
assessment reveal inappropriate or inadequate security, based upon security
requirements as defined by Wells Fargo, Wells Fargo may remove Annuncio access
from the Wells Fargo network until Annuncio complies, to Wells Fargo's
satisfaction, with said security requirements.

11.  Annuncio agrees to establish and maintain all application and system logs
under its domain and further agrees that it shall provide Wells Fargo with a
copy of all logs on a weekly basis, unless Wells Fargo shall request such logs
with greater frequency.

12.  Annuncio agrees to provide Wells Fargo with a documented description of its
disaster recovery strategy/capability. This description will address actions to
be taken by Annuncio in the event of an extended outage of service (Such an
outage could be caused by a number of events ranging from technical
hardware/software/network related malfunctions to a catastrophic disaster). The
description should address:

          *  Risk avoidance and disaster prevention provisions in place (e.g.
             physical security systems, fire protection/suppression systems,
             equipment spare parts on-site, Uninterrupted Power Supply (UPS) and
             backup generators, etc.).
          *  Recovery time frames (In the event of an outage, how many hours
             until service will be restored? For a worst case scenario, define
             the maximum allowable downtime).
          *  Data backup and off-site storage process.
          *  Lost customer data/data in progress recovery.
          *  Service recovery strategy (e.g. internal/redundant backup,
             commercial hotsite backup, equipment "quick ship" agreements with
             other Servers, etc.).
          *  Notification process.
          *  Recovery testing process (How many recovery tests per year? Is
             Wells Fargo involved in recovery testing?).
          *  Recovery Plan maintenance (Who maintains the recovery plan? How
             frequently is it reviewed and/or updated as a result of
             technical/product/service changes?).
          *  Define the recovery roles and responsibilities assumed by Annuncio
             and Wells Fargo, respectively.

13.  Annuncio certifies that its internal security meets the minimum standard
security requirements, current as of the date of this Agreement and as may be
updated by Wells Fargo from time to time, as documented by Norwest Security
Planning. Prior, written permission is required for each separate instance in
which Annuncio fails to meet such security requirements. Failure to obtain such
permission shall, in each such instance, constitute a material breach of this
Agreement.

Annuncio Software, Inc.               -23-                          CONFIDENTIAL

<PAGE>
                          SOFTWARE LICENSE AGREEMENT

                                                                  EXHIBIT 10.8.6

This License Agreement (this "Agreement") is entered into as of the 29th day of
                              ---------
December, 1999 (the "Effective Date") by and between Annuncio Software, Inc., a
                --------------
California corporation with an office at 2440 W. El Camino Real, Suite 300,
Mountain View, CA 94040 ("Annuncio"), and NBCi, Inc. a Delaware corporation
                          --------
having an office at 300 Montgomery Street, 3rd Floor, San Francisco, CA 94104

("Licensee").
  --------

WHEREAS, Annuncio has developed certain Internet marketing automation software
known as Annuncio Live TM; and

WHEREAS, Licensee wishes to obtain a non-exclusive license to use such software
to automate its Internet and integrated marketing campaigns.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:

SECTION 1.  DEFINITIONS
            -----------

As used in this Agreement, the following terms shall have the meanings set forth
below:

"ANNUAL SUPPORT PROGRAM FEE" means the annual fee to be paid by Licensee to
Annuncio in exchange for the provision of maintenance and support services, as
further described in the Software Support Program Terms and Conditions.

"ANNUNCIO DOCUMENTATION" means the documentation provided by Annuncio to
Licensee to be used in conjunction with the Software.

"DESIGNATED SYSTEM" means the specific computer equipment at Licensee's address
listed above as set forth in Exhibit A

"LICENSE FEE" means the fee for the license rights granted herein, as set forth
in Exhibit B.

"LICENSEE MATERIALS" means the text, customer data and other material supplied
by Licensee and used in conjunction with the Software.

"MARKETING TRANSACTION LIMITS" means the number of marketing transactions that
may be performed using the Software pursuant to the terms of this Agreement, as
specifically stated and defined in Exhibit A.

"SOFTWARE" means Annuncio's proprietary software as further described in Exhibit
A, in object code form, and any updates or upgrades thereto provided by Annuncio
hereunder.

"SOFTWARE MEDIA" means the computer disk or CD-ROM provided to Licensee by
Annuncio on which the Software is recorded.

"TERM" means the term of the license hereunder, as set forth in Exhibit A.

SECTION 2.  SOFTWARE LICENSE
            ----------------

     Section 2.1  License Grant. Subject to all the terms and conditions of this
                  -------------
Agreement, Annuncio hereby grants to Licensee a perpetual, [*], non-exclusive,
non-transferable, nonsublicensable license to use the Software along with any
accompanying Annuncio Documentation solely on the Designated System, not to
exceed the specified Marketing Transaction Limits, and solely for the internal
use of Licensee and majority owned subsidiaries of Licensee as part of their
Internet marketing solution. Licensee may use [*], and Licensee may make a
reasonable number of copies solely for backup or archival purposes. [*]

     Section 2.2. Restrictions. Licensee may not (i) copy or otherwise reproduce
                  ------------
the Software other than as expressly set forth above; (ii) rent, sublicense,
transfer or grant any rights in the Software or Annuncio Documentation in any
form to any person, (iii) except as noted in Section 2.1, permit third parties
to benefit from the use or functionality of the Software via a timesharing
arrangement without specific written permission from an Annuncio vice-president
or higher level employee.

     Section 2.3. Proprietary Rights and Notices. Except as set forth in this
                  ------------------------------
Agreement, Annuncio grants no license, right, or interest in any Annuncio
copyright, trademark, trade name, service mark or other proprietary right.
Licensee shall neither alter nor remove any copyright notice or other
proprietary rights notices which may appear on the Software or on or in any
Annuncio Documentation delivered to Licensee hereunder. In addition, Annuncio
agrees that any reproduction of the Software or the Annuncio Documentation (or
any portion thereof) authorized by Annuncio shall include such copyright and
other proprietary rights notices as are currently contained thereon or as may be
reasonably specified from time to time by Annuncio.

     Section 2.4. No Sale. This license is not a sale. Title and copyrights to
                  -------
the Software, Annuncio Documentation and any copy made by Licensee remain with
Annuncio. Unauthorized copying of the Software or Annuncio Documentation, or
failure to comply with any restrictions herein, will result in automatic
termination of this Agreement and will make available to Annuncio other legal
remedies.

     Section 2.5. Reservation of Rights. Annuncio hereby reserves to itself all
                  ---------------------
rights in and to the Software not expressly

                                       1

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

granted to Licensee herein. Licensee shall have no rights in or to the Software
except as expressly granted herein

     Section 2.6.   No Reverse Engineering. Licensee shall not, and shall not
                    ----------------------
permit any third party to, alter, modify, adapt, translate, prepare derivative
works from, decompile, reverse engineer, disassemble, or otherwise attempt to
derive computer source code from, as applicable, the Software, except as may be
expressly permitted by applicable local law. In jurisdictions where a right to
reverse engineer is provided by law unless information is available about
products in order to achieve interoperability, functional compatibility, or
similar objectives, Licensee agrees to submit a detailed written proposal to
Annuncio concerning Licensee's information needs before engaging in reverse
engineering. Annuncio may, in its sole discretion, propose to Licensee terms and
conditions under which Annuncio is willing to make such information available.

     Section 2.7    Proprietary Rights of Licensee. Licensee shall retain all of
                    ------------------------------
its right, title and interest in and to all patent rights, trademarks, trade
names, inventions, copyrights, know-how and trade secrets relating to the
Licensee Materials.

SECTION 3.  VERIFICATION
            ------------

     Section 3.1    Certification. Upon Annuncio's written request, Licensee
                    -------------
shall furnish Annuncio with a signed certification verifying that (i) the
Software is being used pursuant to the provisions of this Agreement and (ii)
listing the locations, and types of the Designated Systems on which the Software
is run.

     Section 3.2.   Audit. Annuncio may, on a quarterly basis, at its own
                    -----
expense, audit Licensee's use of the Software. Any such audit shall be conducted
during regular business hours at Licensee's facilities and shall not
unreasonably interfere with Licensee's business activities.

SECTION 4.  DELIVERY AND PAYMENT
            --------------------

     Section 4.1    Delivery. Within ten (10) days of the Effective Date,
                    --------
Annuncio shall ship to Licensee one (1) object code version of the Software and
one (1) copy of the Annuncio Documentation

     Section 4.2    License Fee. In consideration for the license granted
                    -----------
hereunder, Licensee shall pay Annuncio, within thirty (30) days of the Effective
Date, the applicable License Fee, as set forth in Exhibit A hereto

     Section 4.3    Late Payments. If the License Fee is not paid when due, in
                    -------------
addition to any other remedy otherwise available to Annuncio, Annuncio may
impose interest or overdue charges and payments at the rate of one-and-one-half
percent (1.5%) per month (or, if less, the maximum amount permitted by law),
until Licensee is current on all payments.

     Section 4.4    Taxes. Licensee shall pay all sales, use and excise taxes
                    -----
relating to, or under, this Agreement, unless Licensee is exempt from the
payment of such taxes and provides Annuncio with evidence of such exemption, and
excepting those taxes based upon Annuncio's income. At Licensee's option, the
Software will be delivered telephonically. Within fifteen (15) days after any
telephonic transmission, Annuncio will execute and deliver to Licensee a
certificate in a form acceptable to Licensee and containing, at a minimum, the
following information: the date of transmission, the times the transmission was
commenced and concluded, the name of the individual who made the transmission,
the signature of such individual, and a general description of the nature of the
items transmitted sufficient to distinguish the transmission from other
transmissions.

SECTION 5.  PROFESSIONAL SERVICES
            ---------------------

     Section 5.1  Consulting and Training Services. Upon request by Licensee,
                  --------------------------------
Annuncio shall provide Licensee with consulting and training services in
addition to the Software Support Program offered pursuant to Exhibit A and the
Software Support Program Terms and Conditions. Any consulting or training
services acquired from Annuncio shall be bid separately from the Software
License and Licensee may acquire either Software Licenses or consulting services
without acquiring the other. Such consulting and training services shall be
provided pursuant to a separate Consulting Services Agreement pursuant to the
terms and rates contained therein.

     Section 5.2  Installation Support. For the fee set forth in the applicable
                  --------------------
Exhibit, Annuncio shall use its best efforts to install one copy of the Software
at a single site in accordance with Annuncio's then-current installation
procedures. Any additional installation support requested by Licensee shall be
provided at Annuncio's then-current hourly rate. Licensee shall reimburse
Annuncio for all pre-approved, reasonable travel and living expenses associated
with any installation support.

     Section 5.3  Expenses. For any on site services requested by Licensee,
                  --------
Licensee shall reimburse Annuncio for all reasonable pre-approved out-of-pocket
travel and business expenses incurred by Annuncio in performing any of the
services set forth in this Section 5.

SECTION 6.  REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
            --------------------------------------------

     Section 6.1. General. Each party hereby represents and warrants to the
                  -------
other that (i) such party has the right, power and authority to enter into this
Agreement and to fully perform all its obligations hereunder; and (ii) the
making of this Agreement does not violate any agreement existing between such
party and any third party.

     Section 6.2. Limited Warranty. Annuncio hereby warrants to Licensee that
                  ----------------
the Software as delivered by Annuncio to Licensee shall perform substantially in
accordance with the Annuncio Documentation for a period of ninety (90) days from
the date the Software is delivered to Licensee. In the event of a breach of the
foregoing warranty, Annuncio's sole obligation, and Licensee's sole remedy,
shall be the replacement or modification of the defective Software, at no charge
to Licensee. In addition, for ninety (90) days from Licensee's receipt of
Software Media, Annuncio warrants to Licensee that such Software Media is free
from material defects.

     Section 6.3.   Year 2000. Annuncio warrants that the Software will: (a)
                    ---------
include Year 2000 date conversion and compatibility capabilities including, but
not limited to:

                                       2

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

century recognition; calculations which accommodate same century and multi-
century formulas and date values; correct sort ordering and interface values
that reflect the century; (b) manage and manipulate data involving dates,
including single century formulas and multi-century formulas, and will not cause
an abnormal function or abort within the application or result in the generation
of incorrect values or invalid outputs including such dates; (c) provide that
all date-related user interface functionalities and data fields include the
indication of the correct century; and (d) provide that all date-related system
or application to application data interface functionalities will include the
indication of the correct century. In the event of a breach of the foregoing
warranty, Annuncio's sole obligation, and Licensee's sole remedy, shall be the
replacement or modification of the defective Software, at no charge to Licensee.

     Section 6.4. Intellectual Property Warranty. Annuncio hereby warrants to
                  ------------------------------
Licensee that, to the best of Annuncio's knowledge, as of the Effective Date,
the Software does not infringe the United States copyright, trademark or trade
secret of any third party.

     Section 6.5. Software Performance Disclaimer. ANNUNCIO MAKES NO, AND
                  -------------------------------
HEREBY EXPRESSLY DISCLAIMS ANY, WARRANTY (1) OF CONTINUOUS OR UNINTERRUPTED
OPERATION OF THE ANNUNCIO PRODUCT, (2) THAT THE ANNUNCIO PRODUCT WILL RUN
PROPERLY ON ALL HARDWARE OR COMBINATIONS THEREOF, OR (3) THAT THE ANNUNCIO
PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THE REQUIREMENTS OF ANY OF
LICENSEE'S CUSTOMERS.

     Section 6.6. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
                  -------------------
THE ANNUNCIO PRODUCT, THE ANNUNCIO DOCUMENTATION AND ANY OTHER ITEMS OR GOODS
LICENSED OR DELIVERED TO LICENSEE HEREUNDER ARE LICENSED OR DELIVERED TO
LICENSEE "AS IS," AND WITHOUT WARRANTY OF ANY KIND. ANNUNCIO HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE ANNUNCIO PRODUCT AND THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

     Section 6.7. Licensee Materials. Annuncio has no obligations with respect
                  ------------------
to the Licensee Materials used in connection with the Software over the
Internet. Annuncio shall have no liability whatsoever with respect to any
Licensee Materials transmitted with the use of the Software, and Licensee is
solely responsible and bears all risk with respect to the use of the Software to
transmit or store any data including but not limited to security or privacy with
respect to such data.

SECTION 7.  CONFIDENTIALITY
            ---------------

     Section 7.1. Definition. Confidential Information means any information
                  ----------
disclosed by either party ("Disclosing Party") to the other party ("Receiving
Part"), either directly or indirectly, in writing, orally, electronically,
visually, or by inspection of tangible objects (including without limitation
documents, prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation or should be
reasonably understood to be confidential or proprietary. Confidential
Information includes, without limitation, all information relating to the source
code of any Annuncio Software, the operation of the Software, the Documentation,
or the terms and conditions of this Agreement to be Confidential Information
Customer's client accounts and information concerning marketing and advertising
services, all site and business development plans, and specific events and
features planned for or by Customer are deemed confidential information.
Confidential information also includes, but is not limited to, trade secrets,
computer programs, software, documentation, formulas, data, inventions,
techniques, marketing plans, strategies, forecasts, customer lists, employee
information, financial information, confidential information concerning either
party's business or organization, as either party has conducted it or as either
party may conduct it in the future, information concerning any of either party's
past, current or possible future products or methods, including information
about either party's research, development, engineering, purchasing,
manufacturing, accounting, marketing, selling, leasing and/or software
(including third party software).

     Section 7.2. Definition Exclusion. Confidential Information shall exclude
                  --------------------
information that: (a) was independently developed by the Receiving Party without
any use of the Disclosing Party's Confidential Information or by the Receiving
Party's employees or other agents (or independent contractors hired by the
Receiving Party) who have not been exposed to the Disclosing Party's
Confidential Information; (b) becomes known to the Receiving Party, without
restriction, from a source other than the Disclosing Party without breach of
this Agreement and that had a right to disclose it; (c) was in the public domain
at the time it was disclosed or becomes in the public domain through no act or
omission of the Receiving Party; or (d) was rightfully known to the Receiving
Party, without restriction, at the time of disclosure.

     Section 7.3  Non-use and Non-disclosure. Each party agrees not to use any
                  --------------------------
Confidential Information of the other party for any purpose except to perform
its obligations or exercise its rights under this Agreement. Each party agrees
not to disclose any Confidential Information of the other party to third parties
or to such party's employees, except to those employees of the receiving party
who are required to have the information in order to perform such party's
obligations under this Agreement. Neither party shall reverse engineer,
disassemble or decompile any prototypes, software or other tangible objects
which embody the other party's Confidential Information and which are provided
to the party hereunder. Each party agrees that it shall take reasonable measures
to protect the secrecy of and avoid disclosure and unauthorized use of the
Confidential Information of the other party. Without limiting the foregoing,
each party shall take at least those measures that it takes to protect its own
most highly confidential information and shall ensure that its employees who
have access to Confidential Information of the other party have signed a non-use
and non-disclosure agreement in content similar to the provisions hereof, prior
to any disclosure of Confidential Information to such employees. Each party
shall reproduce the other party's proprietary rights notices on any

                                       3

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

such approved copies, in the same manner in which such notices were set forth in
or on the original.

     Section 7.4  Compelled Disclosure. If a Receiving Party is, or believes
                  --------------------
that it will be, compelled by a court or other authority to disclose
Confidential Information of the Disclosing Party, it shall give the Disclosing
Party prompt notice so that the Disclosing Party may take steps to oppose such
disclosure.

SECTION 8.  INDEMNIFICATION
          ---------------

     Section 8.1. By Annuncio. Annuncio shall, at its expense, defend and hold
                  -----------
Licensee harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Licensee arising out of or
relating to any third party claim, suit or proceeding alleging that the Software
infringes any third party United States or Canadian patent, copyright or trade
secret; provided that Licensee promptly notifies Annuncio in writing of any such
claim and promptly tenders full control of the defense and settlement of any
such claim to Annuncio at Annuncio's expense and with Annuncio's choice of
counsel. Licensee shall cooperate with Annuncio, at Annuncio's expense, in
defending or settling such claims.

     Section 8.2. Licensee Materials. Licensee shall, at its expense, defend
                  ------------------
and hold Annuncio harmless from any and all damages, liabilities, costs and
expenses (including reasonable attorneys' fees) incurred by Annuncio arising out
of or relating to any third party claim, suit or proceeding alleging that the
Licensee Materials (i) are factually inaccurate, misleading or deceptive, (ii)
infringe or misappropriate any copyright, trademark, trade secret or other
intellectual property right of any third party, or (iii) are libelous,
defamatory, obscene or pornographic or violates other civil or criminal laws,
including those regulating the use and distribution of content on the Internet
and protection of personal privacy; provided that Annuncio promptly notifies
Licensee in writing of any such claim and promptly tenders full control of the
defense and settlement of any such claim to Licensee at Licensee's expense and
with Licensee's choice of counsel. Annuncio shall cooperate with Licensee, at
Licensee's expense, in defending or settling such claims.

SECTION 9.  TERM
            ----

     Section 9.1. Term. This Agreement shall commence on the Effective Date
                  ----
and shall continue throughout the Term unless otherwise terminated earlier in
accordance with the terms of this Section 9.

     Section 9.2. Termination. In the event of a material breach of this
                  -----------
Agreement, the nonbreaching party shall be entitled to terminate this Agreement
by written notice to the breaching party, if such breach is not cured within
thirty (30) days after written notice is given to the breaching party,
specifying the breach. Unless otherwise specified herein, upon any expiration or
termination of this Agreement, all rights and licenses granted to Licensee under
this Agreement shall terminate. Except as expressly provided herein, all of
Annuncio's proprietary rights and confidential information, if any, shall be
promptly returned to Annuncio or destroyed by Licensee, and certification of
destruction shall be made in writing to Annuncio within ten (10) days after such
return or destruction.

     Section 9.3. Nonexclusive Remedies. The rights and remedies provided to
                  ---------------------
the parties in this Section 9 shall not be exclusive and are in addition to all
other rights and remedies provided by this Agreement or any other relevant
written agreement or available by law or in equity

     Section 9.4. Survival. Notwithstanding anything to the contrary contained
                  --------
in this Agreement, the Sections entitled "Definitions," "Confidentiality"
"Indemnification," "Term," "Limitation of Liability," and "General" shall
survive any expiration or termination of this Agreement.

SECTION 10.  LIMITATION OF LIABILITY
             -----------------------

     Section 10.1 Total Liability. EXCEPT FOR DAMAGES ARISING OUT OF SECTION
                  ---------------
8.1, ANNUNCIO'S TOTAL LIABILITY TO LICENSEE FOR ANY KIND OF LOSS, EXPENSE, COST,
CLAIM OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY
THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS PAID TO ANNUNCIO BY
LICENSEE HEREUNDER IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT TO WHICH SUCH LOSS OR DAMAGE RELATES. EXCEPT FOR DAMAGES ARISING OUT OF
SECTION 2 OR SECTION 7, LICENSEE'S TOTAL LIABILITY TO ANNUNCIO FOR ANY KIND OF
LOSS, EXPENSE, COST, CLAIM OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS PAID
TO ANNUNCIO BY LICENSEE HEREUNDER IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT TO WHICH SUCH LOSS OR DAMAGE RELATES

     Section 10.2 Exclusion of Damage. EXCEPT FOR DAMAGES ARISING OUT OF
                  --------------------
SECTION 8.1, IN NO EVENT SHALL ANNUNCIO BE LIABLE TO LICENSEE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND
WHETHER OR NOT ANNUNCIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT WITH RESPECT TO OR IN CONNECTION WITH ANY VIOLATION OF ANY PROPRIETARY OR
INTELLECTUAL PROPERTY RIGHT OF ANNUNCIO, IN NO EVENT SHALL LICENSEE BE LIABLE TO
ANNUNCIO FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.

     Section 10.3 Failure of Essential Purpose. The limitations specified in
                  ----------------------------
this Section 10 shall survive and apply even if any limited remedy specified in
this Agreement is found to have failed of its essential purpose.

SECTION 11.  GENERAL
             -------

     Section 11.1 Merger and Amendments. This Agreement may not in any way be
                  ---------------------
modified, changed or amended except by a written instrument duly executed by the
parties hereto which

                                       4

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

states that it is an amendment to this Agreement. This Agreement, including
Exhibit A and the Software Support Program Terms and Conditions,, when executed,
constitutes the entire, final, complete and exclusive agreement between the
parties and supersedes any prior negotiations, understanding or agreements,
whether oral or in writing, concerning the subject matter hereof. Moreover, any
standard printed forms or other documents of either party (such as those
contained on a purchase order or invoice) shall have no force or effect.

    Section 11.2. Construction. All references in this Agreement to
                  ------------
"Articles," "Sections" and "Exhibits" refer to the articles, sections and
exhibits to this Agreement. The words "hereof," "herein" and "hereunder" and
                                       -------   ------       ---------
other words of similar import refer to this Agreement as a whole, including the
exhibits and schedules hereto.

    Section 11.3  Governing Law. THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND
                  -------------
SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO SUCH STATE'S CONFLICTS OF LAW PRINCIPLES. IN NO EVENT SHALL
THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS.

     Section 11.4 Jurisdiction. The state and federal courts of the State of
                  ------------
California shall have exclusive jurisdiction and venue over all controversies in
connection herewith, and each party hereby, irrevocably consents to such
exclusive and personal jurisdiction and venue.

     Section 11.5 Assignments. Neither party may assign this Agreement or any
                  -----------
right or obligation hereunder without the other party's prior written consent;
provided however, that either party may assign this Agreement without such
consent to any successor as a result of any merger, consolidation or other
corporate reorganization of such party or any sale of all or substantially all
of the assets of such party. Notwithstanding the foregoing, this Agreement shall
be binding upon and inure to the benefit of the permitted successors and assigns
of each party.

     Section 11.6 Severability. If any provision of this Agreement is held to
                  ------------
be illegal, unenforceable or invalid, no other provision of this Agreement shall
be affected thereby, and the remaining provisions of this Agreement shall be
construed and reformed and shall continue with the same effect as if such
illegal, unenforceable or invalid provision was not a part hereof; provided
                                                                   --------
that, notwithstanding any other provision of this Agreement, if any limitation
on the grant of any license to Licensee hereunder is found to be illegal,
unenforceable, or invalid, such license shall immediately terminate.

     Section 11.7 Waiver. Any waiver (express or implied) by either party of
                  ------
any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach.

     Section 11.8 Notices. All notices or other communications required or
                  -------
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered properly given or made if hand delivered, mailed first class mail,
postage prepaid, sent by prepaid telegram (or telex or other facsimile
transmission) or sent by express overnight courier service to the relevant
addresses below or to such other address as either party hereto may designate by
like notice sent to the other party hereto. All notices shall be deemed given
when received.

                                       5

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

     Section 11.9   Headings. The headings and captions contained in this
                    --------
Agreement shall not be considered to be a part hereof for purposes of
interpreting or applying this Agreement, but are for convenience only.

     Section 11.10  Counterparts. This Agreement may be executed in
                    ------------
counterparts, each of which will be deemed an original and both of which
together will constitute one instrument.

     Section 11.11. Language. The parties have agreed that this Agreement be
                    --------
written in English. (Les parties ont convenu a ce que ce Contrat soit redige en
anglais.)

     Section 11.12. Import and Export Controls. Licensee understands and
                    --------------------------
acknowledges that Annuncio may be subject to regulation by agencies of the U.S.
government, including the U.S. Department of Commerce, which prohibit export or
diversion of certain products; technology and technical data to certain
countries. Any and all obligations of Annuncio to provide the Software,
software, documentation or any media in which any of the foregoing is contained,
as well as any training or technical assistance shall be subject in all respects
to such United States laws and regulations as shall from time to time govern the
license and delivery of technology, products and technical data abroad by
persons subject to the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation, and the
Export Administration Regulations issued by the Department of Commerce,
International Trade Administration, and Bureau of Export Administration.

     Section 11.13. Contingency. Neither party hereto shall be held responsible
                    -----------
for any delay or failure in performance hereunder caused in whole or in part by
fire, strike, flood, embargo, labor dispute, delay or failure of any
subcontract, act of sabotage, riot, accident, delay of carrier or supplier,
voluntary or mandatory compliance with any governmental act, regulation or
request, act of God or by public enemy, or any act or omission or other cause
beyond such party's control. If any such contingency shall occur, this Agreement
shall be deemed extended by the length of time such contingency continues.

     Section 11.14. Independent Contractors. The parties hereto are independent
                    -----------------------
contractors and neither party is an employee, agent, partner or joint venturer
of the other. Neither party shall have the right, nor shall either party
attempt, to bind the other party, whether directly or indirectly, to any
agreement with a third party or to incur any obligation or liability on behalf
of such other party, whether directly or indirectly.

Section 12  Source Code.
            -----------

     Section 12.1   Source Code Availability. If Annuncio fails to continue as a
                    ------------------------
going concern, Annuncio will provide to Licensee the source code for the
Software licensed hereunder.

     Section 12.2   Source Code Escrow. If Annuncio enters into a source code
                    ------------------
escrow agreement, Annuncio agrees that it will, at that time, make Licensee a
subscriber to that Agreement at no cost to Licensee. If such a source code
agreement is executed, Section 12.1 will no longer be operative and the release
of source code to Licensee shall be governed by the terms of the source code
escrow agreement.

                                       6

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
above written.

ANNUNCIO SOFTWARE, INC.                       NBCI, INC.

By: /s/ Didier Moretti                        /s/ Janine Popick

Name: Didier Moretti                          Name: Janine Popick
      --------------                                -------------

Title: President & CEO                        Title: VP ECommerce
       ---------------                               --------------

                                       7

ANNUNCIO SOFTWARE, INC                             CONFIDENTIAL AND PROPRIETARY
<PAGE>

                                   EXHIBIT A
                                      TO
                    THE SOFTWARE LICENSE AGREEMENT BETWEEN
                    ANNUNCIO SOFTWARE, INC. AND NBCI, INC.

This independent Exhibit A to the Software License Agreement (this "Exhibit") is
                                                                    -------
entered into as of the 29th day of December, 1999 (the "Effective Date") by and
                                                         --------------
between Annuncio Software, Inc., a California corporation with an office at 2440
W. El Camino Real, Suite 300, Mountain View, CA 94040 ("Annuncio"), and NBCi,
                                                        --------
Inc. a Delaware corporation having an office at 300 Montgomery Street, 3 rd
Floor, San Francisco, CA 94104 ("Licensee"). This Exhibit is part of the License
                                 --------
Agreement entered into between the parties, dated 12.29.99 ("License
                                                             -------
Agreement"). Annuncio's Software Support Program Terms and Conditions shall be a
- ---------
part of this Exhibit A during the Initial Support Program Period and thereafter,
provided Licensee elects to purchase the Support Program. Capitalized terms
shall have the same meaning as they have in the License Agreement.

<TABLE>
<S>                                                      <C>
1.  TOTAL SOFTWARE FEES
    -------------------
     A.  SOFTWARE LICENSED:                              LICENSE FEES
         Annuncio Live                                   [*]

                                                         TOTAL LICENSE FEE:         [*]
                                                         TOTAL ADDITIONAL           [*]
            SUBTOTAL FROM SECTION 2, BELOW               ITEMS/SERVICE FEE:         [*]
                                                         FIRST YEAR                 [*]
            SUBTOTAL FROM SECTION 3, BELOW               MAINTENANCE FEE:           [*]
                                                               TOTAL FEE:           [*]

2.  ADDITIONAL SERVICES/ITEMS
     Training 1                            1 day for a maximum of [*]         [*]
                                           students
     Documentation for Annuncio Software   1 copy                             Not priced separately

                                           TOTAL ADDITIONAL
                                           SERVICES/ITEMS FEES:               [*]

3.  SOFTWARE SUPPORT PROGRAM FEE FOR INITIAL ONE-YEAR SUPPORT PROGRAM PERIOD: [*]
    ------------------------------------------------------------------------
</TABLE>

Upon payment by Licensee of the applicable Annual Support Program Fee, and
throughout the applicable Support Program Period, Annuncio shall provide
Licensee with Software maintenance and support services (the "Support Program")
concerning the use and operation of the Software in accordance with Annuncio's
Software Support Program Terms and Conditions as attached hereto Licensee shall
pay Annuncio [*] percent of the Software Support Program Fee for the initial
year of support on the Effective Date of this Exhibit, [*] percent of the
Software Support Program Fee no later than March 31, 2000, [*] percent of the
Software Support Program Fee no later than June 30, 2000, and [*] percent of the
Software Support Program Fee no later than September 30, 2000. The Software
Support Program Fee for the second year of support shall increase by no more
than [*] percent over the initial Software Support Program Fee of [*]. For
subsequent years, the Software Support shall increase no more than [*] percent
over the previous years Software Support Program Fee. Software Support Program
Fees will be payable in advance [*].

4.   LICENSE PAYMENT TERMS: Licensee shall pay Annuncio [*] of the Total License
     ---------------------
Fee on the Effective Date of this Exhibit, [*] percent of the Total License Fee
no later than March 31, 2000, [*] of the Total License Fee no later than June
30, 2000, and [*] percent of the Total License

____________________________

1  For one year from the Effective Date, training is available at [*] per day,
with a maximum of [*] students per day. Thereafter, training will be available
at Annuncio's then-current rate.

ANNUNCIO SOFTWARE, INC.               1             CONFIDENTIAL AND PROPRIETARY

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

Fee no later than September 30, 2000. Unless explicitly stated elsewhere in the
License Agreement or attached Exhibits, all license fees are non-cancelable and
non-refundable.

5.   LICENSED USE: Licensee's use of the Software and the license fees
     ------------
associated therewith are based upon the following License Term, Designated
System and Marketing Metrics:

<TABLE>
<S>                                                                <C>
       LICENSE TERM:                                               [*]
       MARKETING TRANSACTIONS:                                     [*]
         (Marketing Transactions are defined as e-mails
         sent and web pages served by Annuncio's
         Software, as tracked by the Software.
       DESIGNATED SYSTEM:
                 Operating System                                  Sun Solaris, Windows NT, or any then currently supported
                                                                   Operating System
                 Database                                          Oracle, Server SQL, or any then-currently supported Database
                 Number of Servers                                 [*]
                 Client Machine Access                             Unlimited

6.   CONTACT INFORMATION                                           BILLING INFORMATION
     Name: Wei Jiang                                                Name: Jennifer de Alba, Accounts Payable Supervisor
     Address: 225 Bush Street, 19th floor, San Francisco, CA
     94133                                                          Address: One Beach Street, San Francisco, CA 94104

     Telephone Number: (415) 375-5056                               Telephone Number: (415) 875-7900
     Facsimile Number: (415) 288-2580                               Facsimile Number: (415) 938-9179
</TABLE>

7.   MARKETING ACTIVITIES: Licensee agrees throughout the term of this
     --------------------
agreement: 1) to be designated as a customer in Annuncio sales and marketing
materials, including the use of Licensee logo to the extent that Licensee
approves of any use of the logo in writing prior to such use, 2) to be included
in a press release within thirty (30) days of execution of this Agreement, such
press release to be pre-approved by Licensee; 3) to act as a reference for
prospects, provided that Licensee is given reasonable notice prior to any
reference contacts; and 4) cooperate in the creation of a "success story"
regarding Licensee's use of Annuncio's product. [*]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in duplicate by duly authorized officers or representatives as of the
date first above written.

ANNUNCIO SOFTWARE, INC.                      NBCI, INC.

By: /s/ Didier Moretti                       By: /s/ Janine Popick

Name: DIDIER MORETTI                         Name: Janine Popick
      --------------                               -------------

Title: President & CEO                       Title: VP E Commerce
       ---------------                              -------------

ANNUNCIO SOFTWARE, INC.               2             CONFIDENTIAL AND PROPRIETARY

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                       ANNUNCIO STANDARD SUPPORT PROGRAM

                             TERMS AND CONDITIONS

Annuncio Standard Support Program Terms and Conditions ("Standard Support
Program") are referenced in and incorporated into the License Agreement between
Annuncio and Licensee ("Agreement"). Any capitalized terms not specifically
defined in herein have the same meaning as in the Agreement.

1.   STANDARD SUPPORT PROGRAM: As part of its Software Support Program, Annuncio
     ------------------------
will provide Licensee with the following services in consideration for payment
of the applicable Annual Maintenance Fee:

a)   Software Maintenance: All Patches, Maintenance Releases and Major Releases
     --------------------
for the licensed Software and supporting Documentation will be provided to
Licensee.

b)   Unlimited Incidents: Designated Support Contacts can make as many telephone
     -------------------
or e-mail requests as required to address Incidents under the Support Program.

c)   Telephone Support: Annuncio provides toll-free telephone support for use of
     -----------------
its Software for Licensee's Designated Support Contacts. Except for Annuncio
holidays, telephone support is provided from 8 a.m. to 5 p.m. Pacific Standard
Time.

d)   Remote Access and Diagnostics: Annuncio will utilize remote dial-in
     -----------------------------
capabilities via modem to expedite the evaluation and of problems reported by
Licensee. If Licensee does not grant Annuncio access to dial-in capabilities via
modem, Licensee agrees to pay for any pre-approved fees and expenses incurred
while providing on-site services at Annuncio's then-current consulting rates.

e)   Watch Dog: Licensee can utilize the Watch Dog utility to determine if key
     ---------
components of Annuncio's Software are operating correctly.

f)   Escalation Process: Reported problems will be tracked as part of a standard
     ------------------
escalation process which provides Licensee with access to the status of the
problem and, if necessary, an escalation procedure.

g)   Weekly Status Meetings: Annuncio's customer support and product development
     ----------------------
staff will review implementation progress and any outstanding software problems
with NBCi staff on a weekly basis until such a time as the Annuncio/NBCi project
team deem the frequency of such meetings should change.

h)   [*]

                                       1

                          CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

EXCLUSIONS: Annuncio will not have an obligation to support: i) substantially
- ----------
altered, damaged or modified Software; ii) Incidents caused by Licensee's
negligence, hardware malfunction, or other causes beyond Annuncio's reasonable
control; iii) Software installed on a Designated System not supported by
Annuncio; and iv) third party software. Annuncio also will not support any
previous version of the Software for more than 6 months after the release of a
subsequent Maintenance Release or Major Release.

3.   PAYMENT: The fee for the initial and subsequent terms of the Standard
     -------
Support Program will be as set forth in the License Agreement and exhibits
thereto and will be billed quarterly. Payment shall be due net thirty (30) days.
Unless Licensee has provided proof of tax-exempt status, Licensee is responsible
for all taxes associated with the Support Program, except for those taxes based
on Annuncio's income. Should Licensee elect not to renew the Support Program and
subsequently requests to reinstate the Support Program, Annuncio will reinstate
the Support Program, but in order to receive any Patches, Maintenance Releases
and Major Releases for the licensed Software, and supporting Documentation
thereto, that were released while Licensee was not receiving Software Support,
Licensee shall pay a fee mutually agreed to by Customer and Annuncio.

4.   TERM AND TERMINATION: Subject to Licensee's continued quarterly payment of
     --------------------
the Annual Support Program Fee, the initial support period (a "Support Program
Period") shall begin upon the License Effective Date and end one year from such
date. After such initial Support Program Period and for as long as Annuncio is
offering a Support Program for the Annuncio Software, Licensee shall continue to
receive the Support Program for successive twelve (12)-month periods in
consideration for quarterly payments of Annuncio's Support Program Fee) for such
Support Program Periods, unless the Support Program is terminated by either
party. Either party may elect to discontinue the Support Program by written
notification delivered to the other party at least sixty (60) days prior to the
annual renewal date; provided that Annuncio shall not terminate the Support
Program within two years of the Effective Date. If Licensee fails to make
payment pursuant to the section entitled "Payment," or Licensee breaches the
Support Program provisions and such breach has not been cured within thirty (30)
days of receipt of written notice of the breach, Annuncio may suspend or cancel
the Support Program. Annuncio may modify the Support Program on an annual basis
to reflect current market condition upon reasonable notice, but such
modification will not result in a significant reduction in the level of service

5.   CUSTOMER RESPONSIBILITIES:
     --------------------------

a)  Customer shall assist Annuncio in the diagnosis of a reported software
problem by providing information and documentation and by performing reasonable
tests requested by Annuncio's Support Program personnel.

b)  Licensee shall implement any Patch within sixty (60) days of its
availability. Customer's failure to implement any such Patch will relieve
Annuncio of its obligations to provide support for problems that would have been
corrected by such implementation.

                                       2

                          CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.
<PAGE>

c)   Licensee shall provide Designated Support Contacts who are competent and
capable of maintaining and understanding the operation of the licensed Software.

6.   TARGET RESPONSE TIMES:
     ---------------------

Response times are targets set in a first attempt to contact you regarding your
call. Response times are executed on a best effort basis. When reporting a call
to Annuncio, Customer must indicate the priority of your call so Annuncio can
respond accordingly. Annuncio will use commercially reasonable efforts to fix an
Incident as soon as practical.

<TABLE>
<CAPTION>
PRIORITY         TITLE & EXPLANATION       RESPONSE TIME        NOTIFICATION MECHANISM
<S>         <C>                            <C>                 <C>
      1     FATAL - Your Annuncio          Up to 1 hour        Watch Dog - Automatic
            system is down, a major                            email or page to a list of
            operational function is                            pre-determined recipients.
            unavailable, or a critical
            Annuncio interface has                             Contact via email to
            failed                                             [email protected] or
                                                               --------------------
                                                               access through Annuncio
                                                               support phone number

      2     SEVERE IMPACT - Annuncio       Up to 4 hours       Contact via email to
            functionality is disabled, or                      [email protected] or
                                                               --------------------
            errors result in a lack of                         access through Annuncio
            application functionality or                       support phone number
            cause intermittent system
            failure

      3    DEGRADED OPERATIONS -           4-8 business hours  Contact via email to
           Your Annuncio system is                             [email protected] or
                                                               --------------------
           experiencing degraded                               access through Annuncio
           operations, or errors are                           support phone number
           causing malfunction of non-
           critical functions

      4    MINIMAL IMPACT -                24 hours/One        Contact via email to
           Attributes and/or options to    business day        [email protected] or
                                                               --------------------
           utility programs are not                            access through Annuncio
           operating as stated, or the                         support phone number
           problem is an enhancement
           request
</TABLE>

                                       3

                         CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.
<PAGE>

7.    PROBLEM ESCALATION: Annuncio's management team will work with Customer to
      ------------------
set expectations on any on-going fatal or severe incident. Annuncio will
communicate with Customer on an agreed-upon basis regarding the status of
outstanding calls. A support analyst will be the first level of contact and will
be assigned to Customer calls. The analyst has the authority to escalate any
call by necessity or by customer request. If Customer feels the issue is not
moving quickly enough or has other questions or concerns, the following contacts
may be used

                    CUSTOMER SUPPORT      877-480-7676
                    TOLL FREE NUMBER

                    ROSANNE SAX           PHONE: (650) 314-6089

                    DIRECTOR, CUSTOMER    EMAIL:
                    SUPPORT               [email protected]
                                          ---------------------

                                          CELL: 650-280-7007

                    MAURIZIO GIANOLA      PHONE: (650) 314-6002

                    VICE PRESIDENT,       EMAIL:
                    ENGINEERING           [email protected]
                                          ---------------------

                    YOUR LOCAL SALES OR   IF YOU DON'T KNOW WHO THAT
                    PSG REPRESENTATIVE    IS, PLEASE CALL (650) 314-6000

8.   DEFINITIONS:
     -----------

A.   Designated Support Contacts means the person(s), to a maximum of four
individuals, who may contact Annuncio from a single specified support site under
the Support Program. Two of the Support Contacts shall be designated by Licensee
as marketing support contacts, one of whom will be the primary marketing contact
and one of whom will be the back-up marketing contact. Likewise, two of the
Support Contacts shall be designated by Licensee as technical support contacts,
one of whom will be the primary technical contact and one of whom will be the
back-up technical contact. A back-up support contact will access Support
Services under this Agreement only if the primary marketing or technical support
contact, as applicable, is unavailable. Licensee shall not designate anyone a
Support Contact, either Marketing or Technical, unless that individual has
attended the applicable training course(s) for the Annuncio Software.

B.   Incident means a Software malfunction that degrades or affects Licensee's
use of the Software.

C.   Maintenance Releases means a release of Software containing an accumulation
of Patches and possibly limited new functionality.

                                       4

                          CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.
<PAGE>

D.   Major Release means a one copy of the new release of the Software
containing new functionality that is not designated by Annuncio as new products
or as functionality for which Annuncio charges separately.

E.   Patch means the repair or replacement of source, object or executable
software code to address an Incident.

                                       5

                          CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.
<PAGE>

                         CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement") is entered into by and between
Annuncio Software, Inc., a California corporation with an office at 2440 W. El
Camino Real Suite 300, Mountain View, CA 94040 ("Annuncio") and NBCi, Inc. a
Delaware corporation, with offices at 300 Montgomery Street, 3 rd Floor, San
Francisco, CA 94104 ("Company"). This Agreement is effective as of 12.29.99 (the
"Effective Date").

In consideration of the mutual covenants contained herein, the parties agree to
the following terms and conditions:

1.   SERVICES
     --------

Annuncio agrees to perform for the Company those consulting and/or advisory
services ("Services") in the form and manner described in any properly executed
Statement of Work ("SOW"), such as that SOW attached hereto as Exhibit A and
made a part hereof. Each SOW shall constitute a separate agreement which
incorporates the terms and conditions of this Agreement. In the event the terms
of the SOW conflict with the terms of this Agreement, the terms of the SOW shall
prevail.

2.   COMPENSATION
     ------------

2.1  Services. For all Services performed under an SOW or other request for
     --------
Services that references this Agreement, Company shall pay Annuncio for
performing the Services as shown in the applicable SOW or at the then-current
Annuncio standard rates, whichever are applicable.

2.2  Expenses. The Company shall also reimburse Annuncio for the pre-approved,
     --------
reasonable and necessary travel and living expenses of its personnel engaged in
the performance of Services at locations other than Annuncio facilities,
together with other pre-approved reasonable out-of-pocket expenses incurred in
connection with performance of the Services.

2.3  Payments. Annuncio shall invoice Company for all amounts on or after the
     --------
due date. Payment terms shall be net 30 days. Any amounts due Annuncio under
this Agreement not received by the date due shall be subject to a service charge
of one and one-half percent (1.5%) per month, or the maximum charge permitted by
law, whichever is less. All payments are non-refundable. Unless Company provides
Annuncio with a valid tax exemption or direct pay certificate, Company is
responsible for all taxes, duties, and customs fees which may be assessed on the
amounts paid for Service performed hereunder, excluding taxes based on
Annuncio's income.

3.   OBLIGATIONS.
     -----------

3.1  Annuncio's Obligations. Annuncio shall perform or caused to be performed
     ----------------------
the obligations described in each SOW. Annuncio shall provide sufficient,
qualified personnel capable of performing all of Annuncio's duties and
obligations under this Agreement and any SOW.

3.2  Company's Obligations. Company shall:
     ---------------------
(a)  designate and provide one (1) customer point of contact for a given SOW,
responsible for answering and resolving Annuncio's questions and issues related
to the project(s) described in the SOW;
(b)  provide sufficient, qualified personnel capable of performing all of
Company's duties and obligations under this Agreement and under any SOW;
(c)  provide Annuncio with reasonable and necessary access to Company's
facilities during Company's normal business hours and otherwise as reasonably
requested by Annuncio in order to facilitate Annuncio's performance of the
Services outlined in each SOW;
(d)  provide Annuncio with such reasonable and necessary working space and
office support (including but not limited to access to telephones, photocopying
equipment, and the like) as Annuncio may reasonably request;
(e)  perform such other duties and tasks specifically designated in an SOW to
facilitate Annuncio's performance of the Services outlined thereunder, and
(f)  provide Annuncio with at least ten (10) days advance notice of desired
staffing extensions. If Customer provides less than ten (10) business days
notice for releasing consultants, Annuncio may invoice Customer for two (2) full
days of consulting Services per consultant released.

4.   CONFIDENTIALITY
     ---------------

4.1  Definition. Confidential Information means any information disclosed by
     ----------
either party ("Disclosing Party") to the other party ("Receiving Part"), either
directly or indirectly, in writing, orally, electronically, visually, or by
inspection of tangible objects (including without limitation documents,
prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation or should be
reasonably understood to be confidential or proprietary. Confidential
Information includes, without limitation, all information relating to the source
code of any Annuncio Software, the operation of the Software, the Documentation,
or the terms and conditions of this Agreement to be Confidential Information.
Customer's client accounts and information concerning marketing and advertising
services, all site and business development plans, and specific events and
features planned for or by Customer are deemed confidential information.
Confidential information also includes, but is not limited to, trade secrets,
computer programs, software, documentation, formulas, data, inventions,
techniques, marketing plans, strategies, forecasts, customer lists, employee
information, financial information, confidential information concerning either
party's business or organization, as either party has conducted it or as either
party may conduct it in the future, information concerning any of either party's
past, current or possible future products or methods, including information
about either party's research, development, engineering, purchasing,
manufacturing, accounting,

ANNUNCIO SOFTWARE INC                 1             CONFIDENTIAL AND PROPRIETARY
<PAGE>

marketing, selling, leasing and/or software (including third party software).

4.2  Definition Exclusion. Confidential Information shall exclude information
     --------------------
that: (a) was independently developed by the Receiving Party without any use of
the Disclosing Party's Confidential Information or by the Receiving Party's
employees or other agents (or independent contractors hired by the Receiving
Party) who have not been exposed to the Disclosing Party's Confidential
Information; (b) becomes known to the Receiving Party, without restriction, from
a source other than the Disclosing Party without breach of this Agreement and
that had a right to disclose it; (c) was in the public domain at the time it was
disclosed or becomes in the public domain through no act or omission of the
Receiving Party, or (d) was rightfully known to the Receiving Party, without
restriction, at the time of disclosure.

4.3  Non-use and Non-disclosure. Each party agrees not to use any Confidential
     --------------------------
Information of the other party for any purpose except to perform its obligations
or exercise its rights under this Agreement. Each party agrees not to disclose
any Confidential Information of the other party to third parties or to such
party's employees, except to those employees of the receiving party who are
required to have the information in order to perform such party's obligations
under this Agreement. Neither party shall reverse engineer, disassemble or
decompile any prototypes, software or other tangible objects which embody the
other party's Confidential Information and which are provided to the party
hereunder. Each party agrees that it shall take reasonable measures to protect
the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information of the other party. Without limiting the foregoing, each party shall
take at least those measures that it takes to protect its own most highly
confidential information and shall ensure that its employees who have access to
Confidential Information of the other party have signed a non-use and non-
disclosure agreement in content similar to the provisions hereof, prior to any
disclosure of Confidential Information to such employees. Each party shall
reproduce the other party's proprietary rights notices on any such approved
copies, in the same manner in which such notices were set forth in or on the
original.

4.4  Compelled Disclosure. If a Receiving Party is, or believes that it will be,
     --------------------
compelled by a court or other authority to disclose Confidential Information of
the Disclosing Party, it shall give the Disclosing Party prompt notice so that
the Disclosing Party may take steps to oppose such disclosure. 4.5

5.   OWNERSHIP
     ---------

5.1  Definition. For purposes of this Agreement, the term "ownership" shall
     ----------                                            ---------
refer to ownership of all intellectual property rights including, but not
limited to, all patent, copyright, trade secret and trademark rights, as
applicable, with respect to the subject intellectual property:

5.2  Confidential Information. Neither party shall obtain, by virtue of this
     ------------------------
Agreement, any rights, title or interest in any Confidential Information or
other property or materials of the other party or of third parties. Within
fifteen (15) days after termination of this Agreement, each party shall certify
in writing to the other that all copies of Confidential Information in any form,
including partial copies, have been destroyed, returned or used solely as the
other party so directs.

5.3  Work Product. For any Work Product provided to Company by Annuncio in the
     ------------
course of performing the Services hereunder, Company agrees that such Work
Product is the sole property of Annuncio, subject to the license contained in
this Section 5.3 and provided that Company will retain any Confidential
Information contained in the Work Product. Work Product shall mean any
expression of Annuncio's findings, analyses, conclusions, opinions,
recommendations, ideas, techniques, know-how, designs, programs, enhancements,
software, and other technical information provided. Annuncio hereby grants to
Company a worldwide, perpetual, irrevocable royalty-free license to use the
Work Product, solely for its own internal purposes and pursuant to the terms of
the License Agreement between Company and Annuncio. No other grants of licenses
or rights to Company shall be implied from the provisions stated in this
Agreement.

5.4  Further Assurances. Each party agrees to execute any additional documents
     ------------------
deemed reasonably necessary to effect and evidence the other party's rights with
respect to the intellectual property elements set forth above.

6.   TERM AND TERMINATION.
     --------------------

6.1  Term. This Agreement will commence on the date first written above and will
     ----
continue until final completion of the Services or termination as provided
below.

6.2  Termination. Either party may terminate this Agreement at any time upon
     -----------
giving ten (10) business days prior written notice thereof to the other party,
provided, however, that if such termination is based upon an alleged breach of a
material provision, of this Agreement or an SOW, then the party allegedly in
breach shall have thirty (30) days to cure the alleged breach. If this Agreement
is terminated by Annuncio, and the Software License Agreement between the
parties remains in effect, Annuncio will complete any Services then in progress
and Company will pay any fees due for that Work Product, except that if the
Services involves an ongoing or unlimited project, Annuncio will stop work upon
termination and Customer will pay for those Services performed by Annuncio up to
the termination of the work. If Company terminates this Agreement, Company shall
pay Annuncio for any Services performed up to the effective date of termination.
The above thirty (30) day cure period and duty to complete work shall not apply
to breaches of Section 4, Confidentiality, and Section 5, Ownership, above.

6.3  Survival. Upon such termination all rights and duties of the parties toward
     --------
each other shall cease except sections entitled Confidentiality, Ownership,
Limitations of Remedies and Damages, Independent Contractor, Notice, Separate
Agreement and Miscellaneous shall survive termination of this Agreement.

ANNUNCIO SOFTWARE INC                 2             CONFIDENTIAL AND PROPRIETARY
<PAGE>

7.   WARRANTY.
     --------

Each party represents and warrants that (i) it has the right to enter into this
Agreement, (ii) an authorized representative has executed this Agreement, and
(iii) it will comply with any applicable laws and regulation pertaining to this
Agreement and the provision of Services hereunder. Annuncio also warrants that
the Services provided hereunder will be performed in a workmanlike and
professional manner in accordance with recognized industry standards. ANNUNCIO
DISCLAIMS ALL OTHER WARRANTIES, EITHER IMPLIED OR EXPRESS, INCLUDING ANY AND ALL
IMPLIED WARRANTIES OF TITLE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT.

8.   INDEMNITY.
     ---------

8.1  Patient and Copyright Indemnity. Annuncio shall indemnify and defend
     -------------------------------
Company against any claims that any Work Product (as defined in Section 5.3
above) delivered to Company pursuant to this Agreement or any SOW under this
Agreement infringes any United State or Canadian patent, trade secret, or
copyright, provided that Annuncio is given prompt notice of such claim and is
given information, reasonable assistance and the sole authority to defend or
settle said claim. In defense or settlement of such a claim, Annuncio shall, in
its reasonable judgment and at its option and expense: (i) obtain for Customer
the right to continue to use the Work Product; (ii) replace or modify the Work
Product so that it becomes non-infringing while giving equivalent performance;
or (iii) if Annuncio cannot obtain the remedies in (i) or (ii), as its sole
obligation, terminate the license for the infringing Work Product and return
only the Services fees paid by Customer for such Work Product. Annuncio shall
have no liability to indemnify or defend Company to the extent: (i) the alleged
infringement is based on infringing information furnished by the Company; (ii)
the alleged infringement is the result of a modification made by anyone other
than Annuncio; or (iii) Company uses the Work Product other than in accordance
with this Agreement, any delivered documentation, or the underlying software
license to use the Work Product.

8.2  Other Indemnity. Each party ("Indemnifying Party") shall indemnify and hold
     ---------------
the other party ("Indemnified Party") harmless against any claim, including
costs and reasonable attorneys' fees, in which the Indemnified Party is named as
a result of the grossly negligent or intentional acts or grossly negligent or
intentional failures to act by the Indemnifying Party, its employees or agents,
while performing obligations hereunder, which result in death, personal injury,
or tangible property damage. This indemnification obligation is contingent upon
the Indemnified Party providing the Indemnifying Party with prompt written
notice of such claim, all necessary information, all reasonable assistance in
the defense of such action, and sole authority to defend or settle such claim.

9.   LIMITATION OF REMEDIES AND DAMAGES.
     ----------------------------------

EXCEPT FOR ANY VIOLATION OF ANNUNCIO'S INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER,
THE LIABILITY OF EACH PARTY ARISING HEREUNDER SHALL BE LIMITED TO FEES PAID BY
COMPANY HEREUNDER. EXCEPT FOR ANY VIOLATION OF ANNUNCIO'S INTELLECTUAL PROPERTY
RIGHTS BY CUSTOMER, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS
OF BUSINESS PROFITS AND/OR BUSINESS INTERRUPTION, WHETHER FORESEEABLE OR NOT,
AND WHETHER ARISING IN CONTRACT, TORT, OR NEGLIGENCE, EVEN IF A REPRESENTATIVE
OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.

10.  GENERAL
     -------

10.1 Assignment. Neither party may assign this Agreement or any right or
     ----------
obligation hereunder without the other party's prior written consent; provided
however, that Annuncio may assign this Agreement without such consent to any
successor as a result of any merger, consolidation or other corporate
reorganization of such party or any sale of all or substantially all of the
assets of Annuncio. Notwithstanding the foregoing, this Agreement shall be
binding upon and inure to the benefit of the permitted successors and assigns of
each party.

10.2 Independent Contractor. Nothing in this Agreement shall in any way be
     ----------------------
construed to constitute Annuncio as an agent, employee or representative of the
Company, but Annuncio shall perform the Services hereunder as an independent
contractor.

10.3 Omitted.
     -------

10.4 Notice. All notices or other communications referenced under this Agreement
     ------
shall be made in writing and sent to the address designated above, designated in
a specific SOW, or designated from time to time in writing by either party. All
notices shall be deemed given to the other party if delivered "receipt
confirmed" using one of the following methods: registered or certified first
class mail, postage prepaid; delivery by a recognized courier delivery services;
or electronic mail.

10.5 Force Majeure. Except for Customer's obligation to pay Annuncio, neither
     -------------
party shall be liable for any failure to perform its obligations under this
Agreement or any SOW if prevented from doing so by a cause or causes beyond its
control, including without limitation, acts of God or public enemy, failure of
suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war and
restraints of government.

10.6 Separate Agreements. All Services provided herein are acquired separately
     -------------------
from any software licenses agreed to between the Parties. Specifically, Company
may acquire software licenses without consulting services. Customer understands
and agrees that this Agreement and any SOW(s) comprise separate and independent
contractual obligations from any software license or exhibit thereto. Company
shall not withhold payments that are due and payable under this Agreement
because of the status of any software licenses or exhibits, not shall Company
withhold

ANNUNCIO SOFTWARE INC                 3             CONFIDENTIAL AND PROPRIETARY
<PAGE>

payments that are due and payable relating to software licenses or schedules
because of the status of work performed hereunder.

10.7 Insurance. Annuncio shall maintain statutory minimum Workers' Compensation
     ---------
and Employer's Liability Insurance as required by the laws of any state or
country in which Services are performed.

10.8 Miscellaneous. This Agreement shall be governed by the laws of the State of
     -------------
California as applied to agreements entered into and performed within California
by residents of that state. Each party hereby expressly consents to the
nonexclusive personal jurisdiction and venue of the state and federal courts
located in the federal Northern District of California for any lawsuit filed
there against me by the Company arising from or relating to this Agreement. This
Agreement and the Exhibits hereto form the entire agreement of the parties and
supersede any prior verbal or written understandings, communications,
representations and agreements between the parties with respect to the subject
matter hereof. This Agreement may only be amended or modified by a writing
signed by a duly authorized representative of both parties and all proposed
variations, edits, or additions (whether submitted by Annuncio or Company) to
this Agreement or any SOW are objected to and deemed material unless otherwise
agreed to in writing. No purchase order or other ordering document that purports
to modify or supplement the printed text of this Agreement or any SOW shall add
to or vary the terms of this Agreement or SOW. Waiver of any term or provision
of this Agreement or forbearance to enforce any term or provision by either
party shall not constitute a waiver as to any subsequent breach or failure of
the same term or provision or a waiver of any other term or provision of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

NBCi, INC.                                ANNUNCIO SOFTWARE, INC.

By: /s/ Janine Popick                     By: /s/ Didier Moretti

Print Name: Janine Popick                 Print Name: Didier Moretti
            -------------                             --------------

Title: V P E Commerce                     Title: President and CEO
       --------------                            -----------------

ANNUNCIO SOFTWARE INC                 4             CONFIDENTIAL AND PROPRIETARY

<PAGE>

                                                                  EXHIBIT 10.8.7

                               LICENSE AGREEMENT

This License Agreement (this "Agreement") is entered into as of the 30th day of
                              ---------
December, 1999 ("Execution Date"), and between Annuncio Software, Inc., a
California corporation with an office at 2440 El Camino Real, Mountain View, CA
94040 ("Annuncio"), and E-Stamp Corporation, a Delaware corporation having an
        --------
office at 2855 Campus Drive, San Mateo CA 94403 ("Licensee"). The parties agree
                                                  --------
that the Effective Date of this Agreement was August 1, 1999.
         --------------

                                  BACKGROUND

WHEREAS, Annuncio has developed certain Internet marketing automation software
known as Annuncio Live TM; and

WHEREAS, Licensee wishes to obtain a non-exclusive license to use such software
to automate its Internet and integrated marketing campaigns.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:

ARTICLE 1. DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall
             -----------
have the meanings set forth below:

     (a)  "ANNUAL MAINTENANCE FEE" means the annual fee to be paid by Licensee
to Annuncio in exchange for the provision of maintenance and support services,
as further described in Section 5.1.

     (b)  "ANNUNCIO DOCUMENTATION" means the documentation provided by Annuncio
to Licensee to be used in conjunction with the Software.

     (c)  "CONFIDENTIAL INFORMATION" means any information disclosed by one
party (the "Disclosing Party") to the other (the "Receiving Party") in
connection with this Agreement which, if in written, graphic, machine-readable
or other tangible form is marked as "Confidential" or "Proprietary", or which,
if disclosed orally, is identified at the time of initial disclosure as
confidential and such identification is reduced to a writing delivered to the
Receiving Party within thirty (30) days of such oral disclosure.

     (d)  "DESIGNATED SYSTEM" means the specific computer equipment at
Licensee's address listed above as set forth in Exhibit B.

     (e)  "LICENSE FEE" means the fee for the license rights granted herein, as
set forth in Exhibit B.

     (f)  "LICENSEE MATERIALS" means the text, customer data and other material
supplied by Licensee and used in conjunction with the Software.

     (g)  "SOFTWARE" means Annuncio's proprietary software as further described
in Exhibit A, in object code form, and any updates or upgrades thereto provided
by Annuncio hereunder.

     (h)  "TERM" means the term of the license hereunder, as set forth in
Exhibit B

ARTICLE 2. SOFTWARE LICENSE

Section 2.1. License Grant. Subject to all the terms and conditions of this
             -------------
Agreement, Annuncio hereby grants to Licensee, during the Term, a non-exclusive,
non-transferable, non-sublicensable license to use the Software along with any
accompanying Annuncio Documentation solely on the Designated System, and solely
for Licensee's internal use as part of Licensee's Internet marketing solution.
Licensee may make a reasonable number of copies solely for backup or archival
purposes or for internal replicate system test purposes for internal use only.
All rules in this license agreement govern these copies.

Section 2.2. Restrictions. Licensee may not (i) copy or otherwise reproduce the
             ------------
Software other than as expressly set forth above; (ii) rent, transfer or grant
any rights in the Software or Annuncio Documentation in any form to any person,
(iii) permit third parties to benefit from the use or functionality of the
Software via a timesharing, service bureau or other similar arrangement.

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


<PAGE>

Section 2.3. Proprietary Rights Notices. Licensee shall neither alter nor remove
             --------------------------
any copyright notice or other proprietary rights notices which may appear on the
Software or on or in any Annuncio Documentation delivered to Licensee hereunder.
In addition, Annuncio agrees that any reproduction of the Software or the
Annuncio Documentation (or any portion thereof) authorized by Annuncio shall
include such copyright and other proprietary rights notices as are currently
contained thereon or as may be reasonably specified from time to time by
Annuncio.

Section 2.4. No Sale. This license is not a sale. Title and copyrights to the
             -------
Software, Annuncio Documentation and any copy made by Licensee remain with
Annuncio. Unauthorized copying of the Software or Annuncio Documentation, or
failure to comply with the above restrictions, will result in automatic
termination of this Agreement and will make available to Annuncio other legal
remedies.

Section 2.5. Reservation of Rights. Annuncio hereby reserves to itself all
             ---------------------
rights in and to the Software not expressly granted to Licensee herein. Licensee
shall have no rights in or to the Software except as expressly granted herein.

Section 2.6. No Reverse Engineering Licensee shall not, and shall not permit any
             ----------------------
third party to, alter, modify, adapt, translate, prepare derivative works from,
decompile, reverse engineer, disassemble, or otherwise attempt to derive
computer source code from, as applicable, the Software, except as may be
expressly permitted by applicable local law.

Section 2.7. Proprietary Rights of Licensee. Licensee shall retain all of its
             ------------------------------
right, title and interest in and to all patent rights, trademarks, trade names,
inventions, copyrights, know-how and trade secrets relating to the Licensee
Materials.

ARTICLE 3. VERIFICATION

Section 3.1. Certification. Upon Annuncio's written request, Licensee shall
             -------------
Annuncio with a signed certification verifying that (i) the Software is being
used pursuant to the provisions of this Agreement and (ii) listing the
locations, and types of the Designated Systems on which the Software is run.

Section 3.2. Audit. Annuncio may, on a quarterly basis, audit Licensee's use of
             -----
the Software. Any such audit shall be conducted during regular business hours at
Licensee's facilities, shall not unreasonably interfere with Licensee's business
activities.

ARTICLE 4. DELIVERY AND PAYMENT

Section 4.1. Delivery. One (1) object code version of the Software and one (1)
             --------
copy of the Annuncio Documentation were delivered on or about July 21, 1999.

Section 4.2. License Fee. In consideration for the license granted hereunder,
             -----------
Licensee shall pay Annuncio, within thirty (30) days following the Execution
Date, the applicable License Fee, as set forth in Exhibits B and B-1.

Section 4.3. Annual Maintenance Fee. In consideration for the maintenance and
             ----------------------
support services as set forth in Section 5.1, Licensee shall pay Annuncio,
within thirty (30) days of the Execution Date, the applicable Annual Maintenance
Fee. The beginning date for the maintenance shall be the Effective Date, as
defined above.

Section 4.4. Late Payments. If the License Fee is not paid when due, in addition
             -------------
to any other remedy otherwise available to Annuncio, Annuncio may impose
interest or overdue charges and payments at the rate of one-and-one-half percent
(1.5%) per month (or, if less, the maximum amount permitted by law), until
Licensee is current on all payments.

Section 4.5. Taxes. Licensee shall pay all sales, use and excise taxes relating
             -----
to, or under, this Agreement, unless Licensee is exempt from the payment of such
taxes and provides Annuncio with evidence of such exemption.

ARTICLE 5. PROFESSIONAL SERVICES

Section 5.1. Maintenance and Support. Upon payment by Licensee of the applicable
             -----------------------
Annual Maintenance Fee, and throughout the applicable Maintenance Period (as
defined in Section 5.2), Annuncio shall provide Licensee with maintenance and
support services ("Maintenance Services") concerning the use and operation of
the Software. Such Maintenance Services shall be provided in accordance with the
Standard Software Support Terms and Conditions, attached hereto as Exhibit D, or
pursuant to any agreement the parties may enter into regarding such support.
Maintenance Services provided by Annuncio are separate from any services
provided by Annuncio pursuant to Section 5.3, and Licensee may obtain either
Maintenance Services or consulting services without obtaining the other.

                                                                             -2-
<PAGE>

Section 5.2  Maintenance Period. Subject to Licensee's payment of the Annual
             ------------------
Maintenance Fee, the initial maintenance and support period (a "Maintenance
Period") shall begin upon the Effective Date and end one year from such date.
After such first Maintenance Period and for as long as Annuncio is offering
Maintenance Services for the Annuncio Software, Licensee shall automatically
receive Maintenance Services for successive twelve (12)-month periods at
Annuncio's then current Annual Maintenance Fee for such Maintenance Periods.
Annuncio shall provide Licensee with notice of such renewal at least ninety (90)
days prior to such renewal date, and Licensee may elect to discontinue
maintenance and support services by written notification delivered to Annuncio
at least thirty (30) days prior to such renewal date. The applicable Annual
Maintenance Fees shall be invoiced upon renewal and shall be due within thirty
(30) days of receipt of such invoice.

Section 5.3. Consulting and Training Services. Upon request by Licensee,
             --------------------------------
Annuncio shall provide Licensee with consulting and training services in
addition to the general maintenance and support offered pursuant to Section 5.1.
Such consulting and training services shall be provided on Annuncio's
then-current terms and conditions and at Annuncio's then-current rates. Any
consulting or training services acquired from Annuncio shall be bid separately
from the Software-License and Licensee may acquire either Software Licenses or
consulting services without acquiring the other.

Section 5.4. Non-solicitation. Neither party shall solicit for hire any
             ----------------
employee, consultant or subcontractor of the other party during the term of this
Agreement and for a period of six (6) months thereafter. In the event either
party hires any employee, consultant or subcontractor of the other party within
the six (6)-month period following such person's having worked with the
party soliciting that employee, consultant or subcontractor, the party so
soliciting for hire shall promptly pay the other party a finder's fee equivalent
to twenty-five percent (25%) of the annual compensation package offered to such
person by the party soliciting such person for hire

Section 5.5. Expenses. For any on site services requested by Licensee, Licensee
             --------
shall reimburse Annuncio for all reasonable out-of-pocket travel and business
expenses incurred by Annuncio in performing any of the services set forth in
this Section 5, provided that Annuncio has obtained Licensee's prior approval of
such expenses.

ARTICLE 6. MARKETING ACTIVITIES

The marketing terms set forth in Exhibit C will apply.

ARTICLE 7. REPRESENTATIONS, WARRANTIES, DISCLAIMERS

Section 7.1. General. Each party hereby represents and warrants to the other
             -------
that (i) such party has the right, power and authority to enter into this
Agreement and to fully perform all its obligations hereunder; and (ii) the
making of this Agreement does not violate any agreement existing between such
party and any third party.

Section 7.2. Limited Warranty. Annuncio hereby warrants to Licensee that the
             ----------------
Software as delivered by Annuncio to Licensee shall perform substantially in
accordance with the Annuncio Documentation for a period of ninety (90) days from
the date the Software is delivered to Licensee. In the event of a breach of the
foregoing warranty, Annuncio's sole obligation, and Licensee's sole remedy,
shall be the replacement or modification of the defective Software, at no charge
to Licensee.

Section 7.3. Year 2000. Annuncio warrants that the Software will: (a) include
             ---------
Year 2000 date conversion and compatibility capabilities including, but not
limited to: century recognition; calculations which accommodate same century and
multi-century formulas and date values; correct sort ordering and interface
values that reflect the century; (b) manage and manipulate data involving dates,
including single century formulas and multi-century formulas, and will not cause
an abnormal function or abort within the application or result in the generation
of incorrect values or invalid outputs including such dates; (c) provide that
all date-related user interface functionalities and data fields include the
indication of the correct century; and (d) provide that all date-related system
or application to application data interface functionalities will include the
indication of the correct century. In the event of a breach of the foregoing
warranty, Annuncio's sole obligation, and Licensee's sole remedy, shall be the
replacement or modification of the defective Software, at no charge to Licensee.

Section 7.4. Intellectual Property Warranty. Annuncio hereby warrants to
             ------------------------------
Licensee that, to the best of Annuncio's knowledge, as of the Effective Date,
the Software does not infringe the United States patent, copyright, trademark or
trade secret of any third party.

Section 7.5. Software Performance Disclaimer. ANNUNCIO MAKES NO, AND HEREBY
             -------------------------------
EXPRESSLY DISCLAIMS ANY, WARRANTY (1) OF CONTINUOUS OR UNINTERRUPTED OPERATION
OF THE ANNUNCIO PRODUCT,

                                                                             -3-
<PAGE>

(2) THAT THE ANNUNCIO PRODUCT WILL RUN PROPERLY ON ALL HARDWARE OR COMBINATIONS
THEREOF, OR (3) THAT THE ANNUNCIO PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR
THE REQUIREMENTS OF ANY OF LICENSEE'S CUSTOMERS.

Section 7.6. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
             -------------------
ANNUNCIO PRODUCT, THE ANNUNCIO DOCUMENTATION AND ANY OTHER ITEMS OR GOODS
LICENSED OR DELIVERED TO LICENSEE HEREUNDER ARE LICENSED OR DELIVERED TO
LICENSEE "AS IS," AND WITHOUT WARRANTY OF ANY KIND. ANNUNCIO HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE ANNUNCIO PRODUCT AND THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Section 7.7. Licensee Materials. Annuncio has no obligations with respect to the
             ------------------
Licensee Materials used in connection with the Software over the Internet.
Annuncio shall have no liability whatsoever with respect to any Licensee
Materials transmitted with the use of the Software, and Licensee is solely
responsible and bears all risk with respect to the use of the Software to
transmit or store any data including but not limited to security or privacy with
respect to such data.

ARTICLE 8. CONFIDENTIALITY

Section 8.1. Exclusion. Notwithstanding Section 1.1(b), Confidential Information
             ---------
shall exclude information that: (a) was independently developed by the Receiving
Party without any use of the Disclosing Party's Confidential Information or by
the Receiving Party's employees or other agents (or independent contractors
hired by the Receiving Party) who have not been exposed to the Disclosing
Party's Confidential Information; (b) becomes known to the Receiving Party,
without restriction, from a source other than the Disclosing Party without
breach of this Agreement and that had a right to disclose it, (c) was in the
public domain at the time it was disclosed or becomes in the public domain
through no act or omission of the Receiving Party; or (d) was rightfully known
to the Receiving Party, without restriction, at the time of disclosure.

Section 8.2. Confidentiality of Agreement. Each party hereto agrees that the
             ----------------------------
terms and conditions, but not the existence, of this Agreement shall be treated
as the other party's Confidential Information and that no reference to the terms
and conditions of this Agreement or to activities pertaining thereto can be made
in any form of public or commercial advertising without the prior written
consent of the other party; provided, however, that each party may disclose the
                            --------  -------
terms and conditions of this Agreement; (1) as required by any court or other
governmental body, (2) as otherwise required by law; (3) to legal counsel of the
parties; (4) in connection with the requirements of an initial public offering
or securities filing, provided that Annuncio requests confidential treatment of
such Confidential Information as may be requested by Licensee; (5) in
confidence, to accountants, banks, and financing sources and their advisors; (6)
in confidence, in connection with the enforcement of this Agreement or rights
under this Agreement; or (7) in confidence, in connection with a merger or
acquisition or proposed merger or acquisition, or the like.

Section 8.3. Compelled Disclosure. If a Receiving Party is, or believes that it
             --------------------
will be, compelled by a court or other authority to disclose Confidential
Information of the Disclosing Party, it shall give the Disclosing Party prompt
notice so that the Disclosing Party may take steps to oppose such disclosure.

Section 8.4. Obligations. The Receiving Party shall treat as confidential all of
             -----------
the Disclosing Party's Confidential Information and shall not use such
Confidential Information except as expressly permitted under this Agreement.
Without limiting the foregoing, the Receiving Party shall use at least the same
degree of care which it uses to prevent the disclosure of its own confidential
information of like importance, but in no event less than reasonable care, to
prevent the disclosure of the Disclosing Party's Confidential Information.

ARTICLE 9. INDEMNIFICATION

Section 9.1. By Annuncio. Annuncio shall, at its expense, defend and hold
             -----------
Licensee each harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Licensee arising out or
relating to any third party claim, suit or proceeding alleging that the Software
infringes any third party United States patent, trademark, trade secret or
copyright; provided that Licensee promptly notifies Annuncio in writing of any
such claim and promptly tenders full control of the defense and settlement of
any such claim to Annuncio at Annuncio's expense and with Annuncio's choice of
counsel. Licensee shall cooperate with Annuncio, at Annuncio's expense, in
defending or settling such claims.

                                                                             -4-
<PAGE>

Section 9.2. Licensee Materials. Licensee shall, at its expense, defend and hold
             ------------------
Annuncio harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Annuncio arising out of or
relating to any third party claim, suit or proceeding alleging that the Licensee
Materials (i) are factually inaccurate, misleading or deceptive, (ii) infringe
or misappropriate any copyright, trademark, trade secret or other intellectual
property right of any third party, or (iii) are libelous, defamatory, obscene or
pornographic or violates other civil or criminal laws, including those
regulating the use and distribution of content on the Internet and protection of
personal privacy; provided that Annuncio promptly notifies Licensee in writing
of any such claim and promptly tenders full control of the defense and
settlement of any such claim to Licensee at Licensee's expense and with
Licensee's choice of counsel. Annuncio shall cooperate with Licensee, at
Licensee's expense, in defending or settling such claims.

ARTICLE 10. TERM.

Section 10.1. Term. This Agreement shall commence on the Effective Date and
              ----
shall continue throughout the Term unless otherwise terminated earlier in
accordance with the terms of this Article 9.

Section 10.2. Termination. In the event of a material breach of this Agreement,
              -----------
the nonbreaching party shall be entitled to terminate this Agreement by written
notice to the breaching party, if such breach is not cured within thirty (30)
days after written notice is given to the breaching party, specifying the
breach.

Section 10.3. Effect of Termination. Upon any expiration or termination of this
              ---------------------
Agreement, all rights and licenses granted to Licensee under this Agreement
shall terminate. Except as expressly provided herein, all of Annuncio's
proprietary rights and confidential information, if any, shall be promptly
returned to Annuncio or destroyed by Licensee, and certification of destruction
shall be made in writing to Annuncio within ten (10) days after such return or
destruction

Section 10.4. Nonexclusive Remedies. The rights and remedies provided to the
              ---------------------
parties in this Article 9 shall not be exclusive and are in addition to all
other rights and remedies provided by this Agreement or any other relevant
written agreement or available by law or in equity.

Section 10.5. Survival. Notwithstanding anything to the contrary contained in
              --------
this Agreement, Articles 1, 7, 9, 10 and 11 shall survive any expiration or
termination of this Agreement.

ARTICLE 11. LIMITATION OF LIABILITY

Section 11.1. Total Liability. EXCEPT FOR DAMAGES ARISING OUT OF SECTIONS 8.4
              ---------------
and 9.1, ANNUNCIO'S TOTAL LIABILITY TO LICENSEE FOR ANY KIND OF LOSS, EXPENSE,
COST, CLAIM OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER
ANY THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS PAID TO ANNUNCIO BY
LICENSEE HEREUNDER.

Section 11.2. Exclusion of Damages. EXCEPT FOR DAMAGES ARISING OUT OF SECTIONS
              --------------------
8.4 and 9.1, IN NO EVENT SHALL ANNUNCIO BE LIABLE TO LICENSEE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND
WHETHER OR NOT ANNUNCIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT WITH RESPECT TO OR IN CONNECTION WITH ANY VIOLATION OF ANY PROPRIETARY OR
INTELLECTUAL PROPERTY RIGHT OF ANNUNCIO, IN NO EVENT SHALL LICENSEE BE LIABLE TO
ANNUNCIO FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.

Section 11.3. Failure of Essential Purpose. The limitations specified in this
              ----------------------------
Article 10 shall survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose.

ARTICLE 12. GENERAL

Section 12.1. Merger and Amendments. This Agreement may not in any way be
              ---------------------
modified, changed or amended except by a written instrument duly executed by the
parties hereto which states that it is an amendment to this Agreement. This
Agreement, including the Confidentiality Agreement, when executed, constitutes
the entire, final, complete and exclusive agreement between the parties and
supersedes any prior negotiations, understanding or agreements, whether oral or
in writing, concerning the subject matter hereof. Moreover, any standard printed
forms or other documents of either party (such as those

                                                                             -5-
<PAGE>

contained on a purchase order or invoice) shall have no force or effect.

Section 12.2. Construction. All references in this Agreement to "Articles,"
              ------------
"Sections" and "Exhibits" refer to the articles, sections and exhibits to this
Agreement. The words "hereof," "herein" and "hereunder" and other words of
                      ------    ------       ---------
similar import refer to this Agreement as a whole, including the exhibits and
schedules hereto.

Section 12.3. Governing Law. THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND SHALL
              -------------
BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REFERENCE TO SUCH STATE'S CONFLICTS OF LAW PRINCIPLES. IN NO EVENT SHALL THIS
AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS.

Section 12.4. Jurisdiction. The state and federal courts of the State of
              ------------
California shall have exclusive jurisdiction and venue over all controversies in
connection herewith, and each party hereby irrevocably consents to such
exclusive and personal jurisdiction and venue.

Section 12.5. Assignments. Neither party may assign this Agreement or any right
              -----------
or obligation hereunder without the other party's prior written consent;
provided however, that either party may assign this Agreement without such
consent to any successor as a result of any merger, consolidation or other
corporate reorganization of such party or any sale of all or substantially all
of the assets of that party. Notwithstanding the foregoing, Agreement shall be
binding upon and inure to the benefit of the permitted successors and assigns of
each party.

Section 12.6. Severability. If any provision of this Agreement is held to be
              ------------
illegal, unenforceable or invalid, no other provision of this Agreement shall be
affected thereby, and the remaining provisions of this Agreement shall be
construed and reformed and shall continue with the same effect as if such
illegal, unenforceable or invalid provision was not a part hereof; provided
                                                                   --------
that, notwithstanding any other provision of this Agreement, if any limitation
on the grant of any license to Licensee hereunder is found to be illegal,
unenforceable, or invalid, such license shall immediately terminate.

Section 12.7. Waiver. Any waiver (express or implied) by either party of any
              ------
default or breach of this Agreement shall not constitute a waiver of any other
or subsequent default or breach.

Section 12.8. Notices All notices or other communications required or permitted
              -------
to be given pursuant to this Agreement shall be in writing and shall be
considered properly given or made if hand delivered, mailed first class mail,
postage prepaid, sent by prepaid telegram (or telex or other facsimile
transmission) or sent

                                                                             -6-
<PAGE>

by express overnight courier service to the relevant addresses below or to such
other address as either party hereto may designate by like notice sent to the
other party hereto. All notices shall be deemed given when received.

Section 12.9.  Headings. The headings and captions contained in this Agreement
               --------
shall not be considered to be a part hereof for purposes of interpreting or
applying this Agreement, but are for convenience only.

Section 12.10. Counterparts. This Agreement may be executed in counterparts,
               ------------
each of which will be deemed an original and both of which together will
constitute one instrument.

Section 12.11. Import and Export Controls. Licensee understands and acknowledges
               --------------------------
that Annuncio may be subject to regulation by agencies of the U.S. government,
including the U.S. Department of Commerce which prohibit export or diversion of
certain products, technology and technical data to certain countries. Any and
all obligations of Annuncio to provide the Software, software, documentation or
any media in which any of the foregoing is contained, as well as any training or
technical assistance shall be subject in all respects to such United States laws
and regulations, as shall from time to time govern the license and delivery of
technology, products and technical data abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, and Bureau of Export Administration.

Section 12.12. Contingency. Neither party hereto shall be held responsible for
               ------------
any delay or failure in performance hereunder caused in whole or in part by
fire, strike, flood, embargo, labor dispute, delay or failure of any
subcontract, act of sabotage, riot, accident, delay of carrier or supplier,
voluntary or mandatory compliance with any governmental act, regulation or
request, act of God or by public enemy, or any act or omission or other cause
beyond such party's control. If any such contingency shall occur, this Agreement
shall be deemed extended by the length of time such contingency continues.

Section 12.13. Independent Contractors. The parties hereto are independent
               -----------------------
contractors and neither

                                                                             -7-
<PAGE>

party is an employee, agent, partner or joint venturer of the other. Neither
party shall have the right, nor shall either party attempt, to bind the other
party, whether directly or indirectly, to any agreement with a third party or to
incur any obligation or liability on behalf of such other party, whether
directly or indirectly.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
above written.

ANNUNCIO SOFTWARE, INC.                           E-STAMP CORPORATION

By: /s/ Signature Illegible                       By: /s/ Signature Illegible

Name: DIDIER HORETTI                              Name: Nicole Eagan
      --------------                                    ------------

Title: President & CEO                            Title: SVP, Marketing & Sales
       ---------------                                   ----------------------

                                                                             -8-
<PAGE>

                                   EXHIBIT A

                               ANNUNCIO SOFTWARE

Annuncio Live TM software as described in product documentation and developed by
Annuncio Software.



                                       9
                                       -
<PAGE>

                                   EXHIBIT B

                                VARIABLE TERMS

TERMS AND LICENSE FEE At its option, E-Stamp may choose to license pursuant to
either the perpetual license option or the annual license option as fully
described in Exhibit B-1. The parties agree that the Term began on August 1,
1999.

DESIGNATED SYSTEM:    NT



                                       10
                                       --
<PAGE>

                                  Exhibit B-1

                          LICENSE/MAINTENANCE OPTIONS
                          ---------------------------

E-Stamp has been a participant in the Annuncio Live beta program and as such, is
entitled to the product purchase terms outlined below. This participation has
also included free use of the software up until installation of the official
release version 1.0 of the software and free installation of the general release
software. Support and services have been provided to assure successful use of
the software up until general release, with the exception of certain agreed to
recent activities required from Annuncio Software's Professional Services Group
in support of on-going campaign management and development.

At this point in time, E-Stamp can be serviced by the standard version of the
Annuncio Live software. The license for this software entitles E-Stamp to up to
[*] transactions per year. There are two options for E-Stamp's purchase
of the software:

<TABLE>
     <S>                                     <C>                       <C>
     1.   PERPETUAL LICENSE                  List Price [*]            Discounted Price [*]
          First Year support & Maintenance   List Price [*]            Discounted Price [*]

          Total Cost for One Year                                      [*]
</TABLE>

     After year one, E-Stamp would pay annual support and maintenance fees at
     the then current rate.

<TABLE>
     <S>                                     <C>                       <C>
     2.   ANNUAL LICENSE                     List Price of [*]         Discounted Price [*]
          Includes support and maintenance

          Total Cost for One Year            [*]
</TABLE>

     After year one, E-Stamp can either renew the annual license fee at the then
     current list price, or choose to convert to a Perpetual License, at a cost
     of the then current list price of the software, [*] plus maintenance based
     on list costs.

As E-Stamp's business continues to build, you may find that E-Stamp may be
supporting more then [*] transactions per year. At that time you will
need to upgrade to a larger Annuncio Live transaction volume. If the upgrade
occurs during 1999, the then current upgrade costs will reflect the discounts
noted above. After that time, Annuncio Live volume upgrades will fall under the
standard list prices quoted at the time.

                                       11
                                       --

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

                                   EXHIBIT C

                             MARKETING ACTIVITIES

During the Term, Licensee agrees to be designated as a customer in Annuncio
sales and marketing materials. Customer agrees to be designated in a press
release and to provide a minimum of one quote regarding Licensee's experience
with Annuncio Software and Annuncio Live for use in such materials and/or press
releases, subject to prior approval of Licensee, such approval not to be
unreasonably withheld. During the Term of this Agreement, Licensee will make a
minimum of one (1) person available to speak by phone with press, analysts, and
customers about Licensee's experience with Annuncio and the Software. Licensee
also agrees to contribute to a written customer case study for publishing by
Annuncio Software.

                                       12
                                       --
<PAGE>

                                   EXHIBIT D

                       ANNUNCIO STANDARD SUPPORT PROGRAM

                             TERMS AND CONDITIONS

Annuncio Standard Support Program Terms and Conditions ("Standard Support
Program") are referenced in and incorporated into the License Agreement between
Annuncio and Licensee ("Agreement"). Any capitalized terms not specifically
defined in herein have the same meaning as in the Agreement.

1.   STANDARD SUPPORT PROGRAM: As part of its Software Support Program, Annuncio
     ------------------------
will provide Licensee with the following services in consideration for payment
of the applicable Annual Maintenance Fee:

     a)  Software Maintenance: All Patches, Maintenance Releases and Major
         --------------------
Releases for the licensed Software and supporting Documentation will be provided
to Licensee.

     b)  Unlimited Incidents: Designated Support Contacts can make as many
         -------------------
telephone or e-mail requests as required to address Incidents under the Support
Program.

     c)  Telephone Support: Annuncio provides toll-free telephone support for
         -----------------
use of its Software for Licensee's Designated Support Contacts. Except for
Annuncio holidays, telephone support is provided from 8 a.m. to 5 p.m. Pacific
Standard Time.

     d)  Remote Access and Diagnostics: Annuncio will utilize remote dial-in
         -----------------------------
capabilities via modem to expedite the evaluation and of problems reported by
Licensee. If Licensee does not grant Annuncio access to dial-in capabilities via
modem, Licensee agrees to pay for any fees and expenses incurred while providing
on-site services at Annuncio's then-current consulting rates.

     e)  Watch Dog: Licensee can utilize the Watch Dog utility to determine if
         ---------
key components of Annuncio's Software are operating correctly.

     f)  Escalation Process: Reported problems will be tracked as part of a
         ------------------
standard escalation process which provides Licensee with access to the status of
the problem and, if necessary, an escalation procedure.

2.   EXCLUSIONS: Annuncio will not have an obligation to support; i)
     ----------
substantially altered, damaged or modified Software; ii) Incidents caused by
Licensee's negligence, hardware malfunction, or other causes beyond Annuncio's
reasonable control; iii) Software installed on a Designated System not supported
by Annuncio; and iv) third party software. Annuncio also will not support any
previous version of the Software for more than 6 months after the release of a
subsequent Maintenance Release or Major Release.

3.   PAYMENT: The fee for the initial term of the Standard Support Program will
     -------
be as set forth in the License Agreement and exhibits thereto. Thereafter, if
Licensee chooses to continue receiving support under the Standard Support
Program, Licensee shall pay Annuncio the then-current Annual Support Program
Fee. The applicable Annual Support Program Fees will be billed on an annual
basis upon renewal of the Support Program. Payment shall be due thirty (30) days
form renewal. Unless Licensee has provided proof of tax-exempt status, Licensee
is responsible for all taxes associated with the Support Program, except for
those taxes based on Annuncio's income. Should Licensee elect not to renew the
Support Program and

                                       13
                                       --
<PAGE>

subsequently requests to reinstate the Support Program, Annuncio will reinstate
the Support Program only after Licensee pays Annuncio the then-current Annual
Support Program Fee plus all cumulative fees that would have been payable had
Licensee not suspended the Support Program.

4.   CUSTOMER RESPONSIBILITIES:
     -------------------------

a)   Customer shall assist Annuncio in the diagnosis of a reported software
problem by providing information and documentation and by performing reasonable
tests requested by Annuncio's Support Program personnel.

b)   Licensee shall implement any Patch within sixty (60) days of its
availability. Customer's failure to implement any such Patch will relieve
Annuncio of its obligations to provide support for problems that would have been
corrected by such implementation.

c)   Licensee shall provide Designated Support Contacts who are competent and
capable of maintaining and understanding the operation of the licensed Software.

5.   DEFINITIONS.
     -----------

A.   Designated Support Contacts means the person(s), to a maximum of four
individuals, who may contact Annuncio under the Support Program. Two of the
Support Contacts shall be designated by Licensee as marketing support contacts,
one of whom will be the primary marketing contact and one of whom will be the
back-up marketing contact. Likewise, two of the Support Contacts shall be
designated by Licensee as technical support contacts, one of whom will be the
primary technical contact and one of whom will be the back-up technical contact.
A back-up support contact will access Support Services under this Agreement only
if the primary marketing or technical support contact, as applicable, is
unavailable. Licensee shall not designate anyone a Support Contact, either
Marketing or Technical, unless that individual has attended the applicable
training course(s) for the Annuncio Software.

B.   Incident means a Software malfunction that degrades or affects Licensee's
use of the Software.

C.   Maintenance Release means a release of Software containing an accumulation
of Patches and possibly limited new functionality.

D.   Major Release means a one copy of the new release of the Software
containing new functionality that is not designated by Annuncio as new products
or as functionality for which Annuncio charges separately.

E.   Patch means the repair or replacement of source, object or executable
software code to address an Incident.

                                       14
                                       --

<PAGE>

                                                                  EXHIBIT 10.8.8

                          SOFTWARE LICENSE AGREEMENT

This License Agreement (this "Agreement") is entered into as of the 30th day of
                              ---------
December, 1999 (the "Effective Date") by and between Annuncio Software, Inc., a
                     --------------
California corporation with an office at 2440 W. El Camino Real, Suite 300,
Mountain View, CA 94040 ("Annuncio"), and Phillips Interactive Health, having an
                          --------
office at 7811 Montrose Road, Potomac, Maryland 20854 ("Licensee").
                                                        --------

  WHEREAS, Annuncio has developed certain Internet marketing automation software
known as Annuncio Live TM; and

  WHEREAS, Licensee wishes to obtain a non-exclusive license to use such
software to automate its Internet and integrated marketing campaigns.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HERETO
HEREBY AGREE AS FOLLOWS:

SECTION 1.  DEFINITIONS
            -----------
As used in this Agreement, the following terms shall have the meanings set forth
below:

"ANNUAL SUPPORT PROGRAM FEE" means the annual fee to be paid by Licensee to
Annuncio in exchange for the provision of maintenance and support services, as
further described in the Software Support Program Terms and Conditions.

"ANNUNCIO DOCUMENTATION" means the documentation provided by Annuncio to
Licensee to be used in conjunction with the Software.

"DESIGNATED SYSTEM" means the specific computer equipment at Licensee's address
listed above as set forth in Exhibit A.

"LICENSE FEE" means the fee for the license rights granted herein, as set forth
in Exhibit B.

"LICENSEE MATERIALS" means the text, customer data and other material supplied
by Licensee and used in conjunction with the Software.

"MARKETING TRANSACTION LIMITS" means the number of marketing transactions that
may be performed using the Software pursuant to the terms of this Agreement, as
specifically stated and defined in Exhibit A.

"SOFTWARE" means Annuncio's proprietary software as further described in Exhibit
A, in object code form, and any updates or upgrades thereto provided by Annuncio
hereunder.

"SOFTWARE MEDIA" means the computer disk or CD-ROM provided to Licensee by
Annuncio on which the Software is recorded.

"TERM" means the term of the license hereunder, as set forth in Exhibit A.

SECTION 2.  SOFTWARE LICENSE.
            -----------------

     Section 2.1  License Grant. Subject to all the terms and conditions of this
                  -------------
Agreement, Annuncio hereby grants to Licensee, during the Term, a non-exclusive,
non-transferable, non-sublicensable license to use the Software along with any
accompanying Annuncio Documentation solely on the Designated System, not to
exceed the specified Marketing Transaction Limits, and solely for Licensee's
internal use as part of Licensee's Internet marketing solution. Licensee may
make a reasonable number of copies solely for backup or archival purposes.

     Section 2.2. Restrictions. Licensee may not (1) copy or otherwise
                  ------------
reproduce the Software other than as expressly set forth above; (ii) rent,
sublicense, transfer or grant any rights in the Software or Annuncio
Documentation in any form to any person, (iii) permit third parties to benefit
from the use or functionality of the Software via a timesharing, service bureau
or other arrangement without specific written permission from an Annuncio vice-
president or higher level employee.

     Section 2.3  Proprietary Rights and Notices. Annuncio grants no license,
                  ------------------------------
right, or interest in any Annuncio copyright, trademark, trade name, service
mark or other proprietary right. Licensee shall neither alter nor remove any
copyright notice or other proprietary rights notices which may appear on the
Software or on or in any Annuncio Documentation delivered to Licensee hereunder.
In addition, Annuncio agrees that any reproduction of the Software or the
Annuncio Documentation (or any portion thereof) authorized by Annuncio shall
include such copyright and other proprietary rights notices as are currently
contained thereon or as may be reasonably specified from time to time by
Annuncio.

     Section 2.4  No Sale. This license is not a sale. Title and copyrights to
                  -------
the Software, Annuncio Documentation and any copy made by Licensee remain with
Annuncio. Unauthorized copying of the Software or Annuncio Documentation, or
failure to comply with any restrictions herein, will result in automatic
termination of this Agreement and will make available to Annuncio other legal
remedies.

     Section 2.5. Reservation of Rights. Annuncio hereby reserves to itself
                  ---------------------
all rights in and to the Software not expressly granted to Licensee herein.
Licensee shall have no rights in or to the Software except as expressly granted
herein.

     Section 2.6  No Reverse Engineering. Licensee shall not, and shall not
                  ----------------------
permit any third party to, alter, modify, adapt, translate, prepare derivative
works from, decompile, reverse engineer, disassemble, or otherwise attempt to
derive computer source code from, as applicable, the Software, except as may be
expressly permitted by applicable local law. In jurisdictions where a right to
reverse engineer is provided by law unless information is available about
products in order to achieve interperability, functional compatibility, or
similar objectives, Licensee agrees to submit a detailed written proposal to
Annuncio concerning Licensee's information needs before engaging in reverse
engineering. Annuncio may, in its sole discretion, propose to


ANNUNCIO SOFTWARE, INC                 1           CONFIDENTIAL AND PROPRIETARY

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

Licensee terms and conditions under which Annuncio is willing to make such
information available.

     Section 2.7  Proprietary Rights of Licensee. Licensee shall retain all of
                  ------------------------------
its right, title and interest in and to all patent rights, trademarks, trade
names, inventions, copyrights, know-how and trade secrets relating to the
Licensee Materials.

SECTION 3.  VERIFICATION
            ------------

     Section 3.1  Certification. Upon Annuncio's written request, Licensee shall
                  -------------
furnish Annuncio with a signed certification verifying that (1) the Software is
being used pursuant to the provisions of this Agreement and (ii) listing the
locations, and types of the Designated Systems on which the Software is run.

     Section 3.2  Audit. Annuncio may, on a quarterly basis, audit Licensee's
                  -----
use of the Software. Any such audit shall be conducted during regular business
hours at Licensee's facilities and shall not unreasonably interfere with
Licensee's business activities.

SECTION 4.  DELIVERY AND PAYMENT
            --------------------

     Section 4.1  Delivery. Within ten (10) days of the Effective Date, Annuncio
                  --------
shall ship to Licensee one (1) object code version of the Software and one (1)
copy of the Annuncio Documentation.

     Section 4.2  License Fee. In consideration for the license granted
                  -----------
hereunder, Licensee shall pay Annuncio, within thirty (30) days of the Effective
Date, the applicable License Fee, as set forth in Exhibit A hereto

     Section 4.3  Late Payments. If the License Fee is not paid when due, in
                  -------------
addition to any other remedy otherwise available to Annuncio, Annuncio may
impose interest or overdue charges and payments at the rate of one-and-one-half
percent (1.5%) per month (or, if less, the maximum amount permitted by law),
until Licensee is current on all payments.

     Section 4.4  Taxes. Licensee shall pay all sales, use and excise taxes
                  -----
relating to, or under, this Agreement, unless Licensee is exempt from the
payment of such taxes and provides Annuncio with evidence of such exemption, and
excepting those taxes based upon Annuncio's income.

SECTION 5.  PROFESSIONAL SERVICES
            ---------------------

     Section 5.1  Consulting and Training Services. Upon request by Licensee,
                  --------------------------------
Annuncio shall provide Licensee with consulting and training services in
addition to the Software Support Program offered pursuant to Exhibit A and the
Software Support Program Terms and Conditions. Any consulting or training
services acquired from Annuncio shall be bid separately from the Software
License and Licensee may acquire either Software Licenses or consulting services
without acquiring the other. Such consulting and training services shall be
provided pursuant to a separate Consulting Services Agreement pursuant to the
terms and rates contained therein.

     Section 5.2  Installation Support. For the fee set forth in the applicable
                  --------------------
Exhibit, Annuncio shall provide Licensee with installation support set forth in
that Exhibit, up to the hours therein indicated, for one copy of the Software at
a single site in accordance with Annuncio's then-current installation
procedures. Any additional installation support requested by Licensee shall be
provided at Annuncio's then-current hourly rate. Licensee shall reimburse
Annuncio for all reasonable travel and living expenses associated with any
installation support.

     Section 5.3  Non-solicitation. Licensee shall not solicit for hire any
                  ----------------
employee, consultant or subcontractor of Annuncio during the term of this
Agreement and for a period of six (6) months thereafter. In the event Licensee
hires any employee, consultant or subcontractor of Annuncio within the twelve
(12)-month period following such person's having performed services for
Annuncio, Licensee shall promptly pay Annuncio a finder's fee equivalent to
fifty percent (50%) of the annual compensation package offered to such person by
Licensee.

     Section 5.4  Expenses. For any on site services requested by Licensee,
                  --------
Licensee shall reimburse Annuncio for all reasonable out-of-pocket travel and
business expenses incurred by Annuncio in performing any of the services set
forth in this Section 5.

SECTION 6.  REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
            --------------------------------------------

     Section 6.1  General Each party hereby represents and warrants to the other
                  -------
that (i) such party has the right, power and authority to enter into this
Agreement and to fully perform all its obligations hereunder; and (ii) the
making of this Agreement does not violate any agreement existing between such
party and any third party.

     Section 6.2. Limited Warranty. Annuncio hereby warrants to Licensee that
                  ----------------
the Software as delivered by Annuncio to Licensee shall perform substantially in
accordance with the Annuncio Documentation for a period of ninety (90) days from
the date the Software is delivered to Licensee. In the event of a breach of the
foregoing warranty, Annuncio's sole obligation, and Licensee's sole remedy,
shall be the replacement or modification of the defective Software, at no charge
to Licensee. In addition, for ninety (90) days from Licensee's receipt of
Software Media, Annuncio warrants to Licensee that such Software Media is free
from material defects.

     Section 6.3. Year 2000. Annuncio warrants that the Software will: (a)
                  ---------
include Year 2000 date conversion and compatibility capabilities including; but
not limited to: century recognition; calculations which accommodate some century
and multi-century formulas and date values; correct sort ordering and interface
values that reflect the century; (b) manage and manipulate data involving dates,
including single century formulas and multicentury formulas, and will not cause
an abnormal function or about within the application or result in the generation
of incorrect values or invalid outputs including such dates; (c) provide that
all date-related user interface functionalities and data fields include the
indication of the correct century; and (d) provide that all date-related system
or application to application data interface functionalities will include the
indication of the correct century. In the event of a breach of the foregoing
warranty, Annuncio's sole obligation, and Licensee's sole remedy, shall be the
replacement or modification of the defective Software, at no charge to Licensee.

     Section 6.4  Intellectual Property Warranty. Annuncio hereby warrants to
                  ------------------------------
Licensee that, to the best of Annuncio's knowledge, as of the Effective Date,
the Software does not infringe the United States copyright, trademark or trade
secret of any third party.

     Section 6.5  Software Performance Disclaimer. ANNUNCIO MAKES NO, AND HEREBY
                  -------------------------------
EXPRESSLY


ANNUNCIO SOFTWARE, INC                 2           CONFIDENTIAL AND PROPRIETARY
<PAGE>

DISCLAIMS ANY, WARRANTY (1) OF CONTINUOUS OR UNINTERRUPTED OPERATION OF THE
ANNUNCIO PRODUCT, (2) THAT THE ANNUNCIO PRODUCT WILL RUN PROPERLY ON ALL
HARDWARE OR COMBINATIONS THEREOF, OR (3) THAT THE ANNUNCIO PRODUCT WILL MEET
LICENSEE'S REQUIREMENTS OR THE REQUIREMENTS OF ANY OF LICENSEE'S CUSTOMERS.

     Section 6.6  Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
                  -------------------
ANNUNCIO PRODUCT, THE ANNUNCIO DOCUMENTATION AND ANY OTHER ITEMS OR GOODS
LICENSED OR DELIVERED TO LICENSEE HEREUNDER ARE LICENSED OR DELIVERED TO
LICENSEE "AS IS," AND WITHOUT WARRANTY OF ANY KIND. ANNUNCIO HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE ANNUNCIO PRODUCT AND THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

     Section 6.7. Licensee Materials. Annuncio has no obligations with respect
                  ------------------
to the Licensee Materials used in connection with the Software over the
Internet. Annuncio shall have no liability whatsoever with respect to any
Licensee Materials transmitted with the use of the Software, and Licensee is
solely responsible and bears all risk with respect to the use of the Software to
transmit or store any data including but not limited to security or privacy with
respect to such data.

SECTION 7.  CONFIDENTIALITY
            ---------------

     Section 7.1. Definition. Confidential Information means any information
                  ----------
disclosed by either party ("Disclosing Party") to the other party ("Receiving
Part"), either directly or indirectly, in writing, orally, electronically,
visually, or by inspection of tangible objects (including without limitation
documents, prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation or should be
reasonably understood to be confidential or proprietary. Confidential
Information includes, without limitation, all information relating to the source
code of any Annuncio Software, the operation of the Software, the Documentation,
or the terms and conditions of this Agreement to be Confidential Information
Customer's client accounts and information concerning marketing and advertising
services, all site and business development plans, and specific events and
features planned for or by Customer are deemed confidential information.
Confidential information also includes, but is not limited to, trade secrets,
computer programs, software, documentation, formulas, data, inventions,
techniques, marketing plans, strategies, forecasts, customer lists, employee
information, financial information, confidential information concerning either
party's business or organization, as either party has conducted it or as either
party may conduct it in the future, information concerning any of either party's
past, current or possible future products or methods, including information
about either party's research, development, engineering, purchasing,
manufacturing, accounting, marketing, selling, leasing and/or software
(including third party software).

     Section 7.2.   Definition Exclusion. Confidential Information shall exclude
                    --------------------
information that: (a) was independently developed by the Receiving Party without
any use of the Disclosing Party's Confidential Information or by the Receiving
Party's employees or other agents (or independent contractors hired by the
Receiving Party) who have not been exposed to the Disclosing Party's
Confidential Information; (b) becomes known to the Receiving Party, without
restriction, from a source other than the Disclosing Party without breach of
this Agreement and that had a right to disclose it; (c) was in the public domain
at the time it was disclosed or becomes in the public domain through no act or
omission of the Receiving Party; or (d) was rightfully known to the Receiving
Party, without restriction, at the time of disclosure.

     Section 7.3    Non-use and Non-disclosure. Each party agrees not to use any
                    --------------------------
Confidential Information of the other party for any purpose except to perform
its obligations or exercise its rights under this Agreement. Each party agrees
not to disclose any Confidential Information of the other party to third parties
or to such party's employees, except to those employees of the receiving party
who are required to have the information in order to perform such party's
obligations under this Agreement. Neither party shall reverse engineer,
disassemble or decompile any prototypes, software or other tangible objects
which embody the other party's Confidential Information and which are provided
to the party hereunder. Each party agrees that it shall take reasonable measures
to protect the secrecy of and avoid disclosure and unauthorized use of the
Confidential Information of the other party. Without limiting the foregoing,
each party shall take at least those measures that it takes to protect its own
most highly confidential information and shall ensure that its employees who
have access to Confidential Information of the other party have signed a non-use
and non-disclosure agreement in content similar to the provisions hereof, prior
to any disclosure of Confidential Information to such employees. Each party
shall reproduce the other party's proprietary rights notices on any such
approved copies, in the same manner in which such notices were set forth in or
on the original.

     Section 7.4  Compelled Disclosure. If a Receiving Party is, or believes
                  --------------------
that it will be, compelled by a court or other authority to disclose
Confidential Information of the Disclosing Party, it shall give the Disclosing
Party prompt notice so that the Disclosing Party may take steps to oppose such
disclosure.

SECTION 8.  INDEMNIFICATION
            ---------------

     Section 8.1. By Annuncio. Annuncio shall, at its expense, defend and hold
                  -----------
Licensee harmless from any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by Licensee arising out of or
relating to any third party claim, suit or proceeding alleging that the Software
infringes any third party United States or Canadian patent or copyright;
provided that Licensee promptly notifies Annuncio in writing of any such claim
and promptly tenders full control of the defense and settlement of any such
claim to Annuncio at Annuncio's expense and with Annuncio's choice of counsel.
Licensee shall cooperate with Annuncio, at Annuncio's expense, in defending or
settling such claims.

     Section 8.2. Licensee Materials. Licensee shall, at its expense, defend
                  ------------------
and hold Annuncio harmless from any and all damages, liabilities, costs and
expenses (including reasonable attorneys' fees) incurred by Annuncio arising out
of or relating to


ANNUNCIO SOFTWARE, INC                 3           CONFIDENTIAL AND PROPRIETARY
<PAGE>

any third party claim, suit or proceeding alleging that the Licensee Materials
(i) are factually inaccurate, misleading or deceptive, (ii) infringe or
misappropriate any copyright, trademark, trade secret or other intellectual
property right of any third party, or (iii) are libelous, defamatory, obscene or
pornographic or violates other civil or criminal laws, including those
regulating the use and distribution of content on the Internet and protection of
personal privacy; provided that Annuncio promptly notifies Licensee in writing
of any such claim and promptly tenders full control of the defense and
settlement of any such claim to Licensee at Licensee's expense and with
Licensee's choice of counsel. Annuncio shall cooperate with Licensee, at
Licensee's expense, in defending or settling such claims.

SECTION 9.  TERM
            ----

     Section 9.1.  Term. This Agreement shall commence on the Effective Date
                   ----
and shall continue throughout the Term unless otherwise terminated earlier in
accordance with the terms of this Section 9.

     Section 9.2.  Termination. In the event of a material breach of this
                   -----------
Agreement, the nonbreaching party shall be entitled to terminate this Agreement
by written notice to the breaching party, if such breach is not cured within
thirty (30) days after written notice is given to the breaching party,
specifying the breach. Upon any expiration or termination of this Agreement, all
rights and licenses granted to Licensee under this Agreement shall terminate.
Except as expressly provided herein, all of Annuncio's proprietary rights and
confidential information, if any, shall be promptly returned to Annuncio or
destroyed by Licensee, and certification of destruction shall be made in writing
to Annuncio within ten (10) days after such return or destruction.

     Section 9.3.  Nonexclusive Remedies. The rights and remedies provided to
                   ---------------------
the parties in this Section 9 shall not be exclusive and are in addition to all
other rights and remedies provided by this Agreement or any other relevant
written agreement or available by law or in equity.

     Section 9.4.  Survival. Notwithstanding anything to the contrary contained
                   --------
in this Agreement, the Sections entitled "Definitions," "Confidentiality"
"Indemnification," "Term" and "Limitation of Liability" shall survive any
expiration or termination of this Agreement.

SECTION 10.  LIMITATION OF LIABILITY
             -----------------------

     Section 10.1  Total Liability. EXCEPT FOR DAMAGES ARISING OUT OF SECTION
                   ---------------
8.1, ANNUNCIO'S TOTAL LIABILITY TO LICENSEE FOR ANY KIND OF LOSS, EXPENSE, COST,
CLAIM OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY
THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS PAID TO ANNUNCIO BY
LICENSEE HEREUNDER IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT TO WHICH SUCH LOSS OR DAMAGE RELATES.

     Section 10.2  Exclusion of Damages. EXCEPT FOR DAMAGES ARISING OUT OF
                   --------------------
SECTION 8.1, IN NO EVENT SHALL ANNUNCIO BE LIABLE TO LICENSEE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND
WHETHER OR NOT ANNUNCIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT WITH RESPECT TO OR IN CONNECTION WITH ANY VIOLATION OF ANY PROPRIETARY OR
INTELLECTUAL PROPERTY RIGHT OF ANNUNCIO, IN NO EVENT SHALL LICENSEE BE LIABLE TO
ANNUNCIO FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.

     Section 10.3  Failure of Essential Purpose. The limitations specified in
                   ----------------------------
this Section 10 shall survive and apply even if any limited remedy specified in
this Agreement is found to have failed of its essential purpose.

SECTION 11.  GENERAL
             -------

     Section 11.1  Merger and Amendments. This Agreement may not in any way be
                   ---------------------
modified, changed or amended except by a written instrument duly executed by the
parties hereto which states that it is an amendment to this Agreement. This
Agreement, including Exhibit A and the Software Support Program Terms and
Conditions, when executed, constitutes the entire, final, complete and exclusive
agreement between the parties and supersedes any prior negotiations,
understanding or agreements, whether oral or in writing, concerning the subject
matter hereof. Moreover, any standard printed forms or other documents of either
party (such as those contained on a purchase order or invoice) shall have no
force or effect.

     Section 11.2. Construction. All references in this Agreement to
                   ------------
"Articles," "Sections" and "Exhibits" refer to the articles, sections and
exhibits to this Agreement. The words "hereof," "herein" and "hereunder" and
                                       ------    ------       ---------
other words of similar import refer to this Agreement as a whole, including the
exhibits and schedules hereto.

     Section 11.3  Governing Law. THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND
                   -------------
SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO SUCH STATE'S CONFLICTS OF LAW PRINCIPLES. IN NO EVENT SHALL
THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS.

     Section 11.4  Jurisdiction. The state and federal courts of the State of
                   ------------
California shall have exclusive jurisdiction and venue over all controversies in
connection herewith, and each party hereby irrevocably consents to such
exclusive and personal jurisdiction and venue.

     Section 11.5  Assignments. Neither party may assign this Agreement or any
                   -----------
right or obligation hereunder without the other party's prior written consent;
provided however, that Annuncio may assign this Agreement without such consent
to any successor as a result of any merger, consolidation or other corporate
reorganization of such party or any sale of all or substantially all of the
assets of Annuncio. Notwithstanding the foregoing, this


ANNUNCIO SOFTWARE, INC                 4           CONFIDENTIAL AND PROPRIETARY
<PAGE>

Agreement shall be binding upon and inure to the benefit of the permitted
successors and assigns of each party.

     Section 11.6  Severability. If any provision of this Agreement is held to
                   ------------
be illegal, unenforceable or invalid, no other provision of this Agreement shall
be affected thereby, and the remaining provisions of this Agreement shall be
construed and reformed and shall continue with the same effect as if such
illegal, unenforceable or invalid provision was not a part hereof; provided
                                                                   --------
that, notwithstanding any other provision of this Agreement, if any limitation
on the grant of any license to Licensee hereunder is found to be illegal,
unenforceable, or invalid, such license shall immediately terminate.

     Section 11.7  Waiver. Any waiver (express or implied) by either party of
                   ------
any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach.

     Section 11.8  Notices. All notices or other communications required or
                   -------
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered properly given or made if hand delivered, mailed first class mail,
postage prepaid, sent by prepaid telegram (or telex or other facsimile
transmission) or sent by express overnight courier service to the relevant
addresses below or to such other address as either party hereto may designate by
like notice sent to the other party hereto. All notices shall be deemed given
when received.

     Section 11.9   Headings. The headings and captions contained in this
                    --------
Agreement shall not be considered to be a part hereof for purposes of
interpreting or applying this Agreement, but are for convenience only.

     Section 11.10  Counterparts. This Agreement may be executed in
                    ------------
counterparts, each of which will be deemed an original and both of which
together will constitute one instrument.

     Section 11.11. Language. The parties have agreed that this Agreement be
                    --------
written in English. (Les parties ont convenu a ce que ce Contrat soit redige en
anglais.)

     Section 11.12. Import and Export Controls. Licensee understands and
                    --------------------------
acknowledges that Annuncio may be subject to regulation by agencies of the U.S.
government, including the U.S. Department of Commerce, which prohibit export or
diversion of certain products, technology and technical data to certain
countries. Any and all obligations of Annuncio to provide the Software,
software, documentation or any media in which any of the foregoing is contained,
as well as any training or technical assistance shall be subject in all respects
to such United States laws and regulations as shall from time to time govern the
license and delivery of technology, products and technical data abroad by
persons subject to the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation, and the
Export Administration Regulations issued by the Department of Commerce,
International Trade Administration, and Bureau of Export Administration.

     Section 11.13. Contingency. Neither party hereto shall be held responsible
                    -----------
for any delay or failure in performance hereunder caused in whole or in part by
fire, strike, flood, embargo, labor dispute, delay or failure of any
subcontract, act of sabotage, riot, accident, delay of carrier or supplier,
voluntary or mandatory compliance with any governmental act, regulation or
request, act of God or by public enemy, or any act or omission or other cause
beyond such party's control. If any such contingency shall occur, this Agreement
shall be deemed extended by the length of time such contingency continues.

     Section 11.14. Independent Contractors. The parties hereto are independent
                    -----------------------
contractors and neither party is an employee, agent, partner or joint venturer
of the other. Neither party shall have the right, nor shall either party
attempt, to bind the other party, whether directly or indirectly, to any
agreement with a third party or to incur any obligation or liability on behalf
of such other party, whether directly or indirectly.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
above written.


ANNUNCIO SOFTWARE, INC                 5           CONFIDENTIAL AND PROPRIETARY
<PAGE>

ANNUNCIO SOFTWARE, INC.                       PHILLIPS INTERACTIVE HEALTH

By: /s/ Didier Moretti                        By: /s/ Joseph Pace

Name: DIDIER MORETTI                          Name: JOSEPH PACE
      --------------                                ------------

Title: President & CEO                        Title: VP INTERNET DEVELOPMENT
       ---------------                               -----------------------

                                       6
                                       -
<PAGE>

                                   EXHIBIT A
                                       TO
                     THE SOFTWARE LICENSE AGREEMENT BETWEEN
            ANNUNCIO SOFTWARE, INC. AND PHILLIPS HEALTH INTERACTIVE

This independent Exhibit A to the Software License Agreement (this "Exhibit") is
entered into as of the 30th day of December, 1999 (the "Effective Date") by and
                                                        --------------
between Annuncio Software, Inc., a California corporation with an office at 2440
W. El Camino Real, Suite 300, Mountain View, CA 94040 ("Annuncio"), and Phillips
                                                        --------
Health Interactive, a corporation having an office at 7811 Montrose Road,
Potomac, Maryland 20854 ("Licensee"). This Exhibit is part of the License
                          --------
Agreement entered into between the parties, dated December 30, 1999 ("License
Agreement"). Annuncio's Software Support Program Terms and Conditions shall be a
part of this Exhibit A during the Initial Support Program Period and thereafter,
provided Licensee elects to purchase the Support Program. Capitalized terms
shall have the same meaning as they have in the License Agreement.

<TABLE>
<CAPTION>
<S>                                                   <C>
1.   TOTAL SOFTWARE FEES
     -------------------
          A.  SOFTWARE LICENSED:                      LICENSE FEES
              Annuncio Live                           [*]

                                                      TOTAL LICENSE FEE:        [*]
                                                      TOTAL ADDITIONAL
              SUBTOTAL FROM SECTION 2, BELOW          ITEMS/SERVICE FEE:        [*]
                                                      FIRST YEAR
              SUBTOTAL FROM SECTION 3, BELOW          MAINTENANCE FEE:          [*]
                                                           TOTAL FEE:           [*]

2. ADDITIONAL SERVICES/ITEMS
     Training 1                                       [*]                  [*]
     Consulting services, to be provided              [*]                  [*]
     pursuant to the terms and conditions of a
     separate Consulting Services Agreement and
     Statement of Work (does not include travel
     and living expenses)
     Documentation for Annuncio Software 1 copy                             Not priced separately
                                                      TOTAL ADDITIONAL
                                                      SERVICES/ITEMS FEES:  [*]

3. SOFTWARE SUPPORT PROGRAM FEE FOR INITIAL ONE-YEAR SUPPORT PROGRAM PERIOD:                 [*]
   ------------------------------------------------------------------------
</TABLE>

Upon payment by Licensee of the applicable Annual Support Program Fee, and
throughout the applicable Support Program Period, Annuncio shall provide
Licensee with Software maintenance and support services (the "Support Program")
concerning the use and operation of the Software at a single site and in
accordance with Annuncio's Software Support Program Terms and Conditions as
attached hereto. For the Software provided pursuant to this Exhibit, the
Software Support Program Fees for the initial year of Software Support will be
paid [*] in advance, with [*]. After the Initial Support Program Period,
Licensee may elect to continue the Software Support Program by paying Annuncio
the then-current Support Program Fee, [*]. For any additional years of Software
Support, [*], in advance, with the first payment due on the one year anniversary
of the Exhibit Effective Date and continuing until Software Support Program is
terminated pursuant to the Standard Software Support Program Terms and
Conditions.

_____________________

1    For one year from the Effective Date, additional training is available at
[*] per day, with a maximum of [*] students per day. Thereafter, training will
be available at Annuncio's then-current rate.

ANNUNCIO SOFTWARE, INC.               1             CONFIDENTIAL AND PROPRIETARY


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

4.   Payment Terms: Licensee shall pay Annuncio [*] of the License Fee and
     -------------
the [*] fee for the Additional Services upon the Exhibit Effective Date.
Licensee shall pay the remaining [*] of the License Fee on or before March
31, 2000. Software Support Program fees will be paid as set forth in Section 3,
above. Unless explicitly stated elsewhere in the License Agreement or attached
Exhibits, all license fees are non-cancelable and non-refundable.

5.   Licensed Use: Licensee's use of the Software and the license fees
     ------------
associated therewith are based upon the following License Term, Designated
System and Marketing Metrics:

       LICENSE TERM:                         [*]
       MARKETING TRANSACTIONS:               [*]
          (Marketing Transactions are defined as e-mails
          sent and web pages served by Annuncio's
          Software, as tracked by the Software)
       DESIGNATED SYSTEM:
               Operating System              Any then-supported Operating System
               Database                      Any then-supported Database
               Number of Servers             [*]
               Client Machine Access         [*]

[*]

<TABLE>
<CAPTION>
<S>                                              <C>
6.   CONTACT INFORMATION                         BILLING INFORMATION
     Name: Joseph Pace                           Name: Joseph Pace

     Address: 7811 Montrose Road                 Address:: 7811 Montrose Road
              Potomac, Maryland 20854                      Potomac, Maryland 20854
     Telephone Number: (301) 340-7788 ext. 5650  Telephone Number: (301)340-7788 ext. 5650

     Facsimile Number:                           Facsimile Number:
</TABLE>

7.   Marketing Activities: Licensee agrees to be designated as a customer in
     --------------------
Annuncio sales and marketing materials and press releases, and to provide a
minimum of one quote regarding Licensee's experience with Annuncio Software and
Annuncio Lice for use in such marketing materials and/or press releases. During
the Term of this Agreement, Licensee will make a minimum of one (1) person
available to speak by phone with press, analysts, and customers about Licensee's
experience with Annuncio and the Software. Licensee also agrees to contribute to
a written customer case study for publishing by Annuncio Software.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate by duly authorized officers or representatives as of the date first
above written.

ANNUNCIO SOFTWARE, INC.                  PHILLIPS HEALTH INTERACTIVE

By: /s/ Didier Moretti                   By: /s/ Joseph Pace

Name: DIDIER MORETTI                     Name: JOSEPH PACE
      --------------                           ------------

Title: President & CEO                   Title: VP INTERNET DEVELOPMENT
       ---------------                          -----------------------

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

ANNUNCIO SOFTWARE, INC.               2            CONFIDENTIAL AND PROPRIETARY


<PAGE>

                       ANNUNCIO STANDARD SUPPORT PROGRAM

                              TERMS AND CONDITIONS

Annuncio Standard Support Program Terms and Conditions ("Standard Support
Program") are referenced in and incorporated into the License Agreement between
Annuncio and Licensee ("Agreement"). Any capitalized terms not specifically
defined in herein have the same meaning as in the Agreement.

1.   STANDARD SUPPORT PROGRAM: As part of its Software Support Program, Annuncio
     ------------------------
will provide Licensee with the following services in consideration for payment
of the applicable Annual Maintenance Fee:

     a)  Software Maintenance: All Patches, Maintenance Releases and Major
         --------------------
Releases for the licensed Software and supporting Documentation will be provided
to Licensee.

     b)  Unlimited Incidents: Designated Support Contacts can make as many
         -------------------
telephone or e-mail requests as required to address Incidents under the Support
Program.

     c)  Telephone Support: Annuncio provides toll-free telephone support for
         -----------------
use of its Software for Licensee's Designated Support Contacts. Except for
Annuncio holidays, telephone support is provided from 8 a.m. to 5 p.m. Pacific
Standard Time.

     d)  Remote Access and Diagnostics: Annuncio will utilize remote dial-in
         -----------------------------
capabilities via modem to expedite the evaluation and of problems reported by
Licensee. If Licensee does not grant Annuncio access to dial-in capabilities via
modem, Licensee agrees to pay for any fees and expenses incurred while providing
on-site services at Annuncio's then-current consulting rates.

     e)  Watch Dog: Licensee can utilize the Watch Dog utility to determine if
         ---------
key components of Annuncio's Software are operating correctly.

     f)  Escalation Process: Reported problems will be tracked as part of a
         ------------------
standard escalation process which provides Licensee with access to the status of
the problem and, if necessary, an escalation procedure.

2.   EXCLUSIONS: Annuncio will not have an obligation to support: i)
     ----------
substantially altered, damaged or modified Software; ii) Incidents caused by
Licensee's negligence, hardware malfunction, or other causes beyond Annuncio's
reasonable control; iii) Software installed on a Designated System not supported
by Annuncio; and iv) third party software. Annuncio also will not support any
previous version of the Software for more than 6 months after the release of a
subsequent Maintenance Release or Major Release.

3.   PAYMENT: The fee for the initial term of the Standard Support Program will
     -------
be as set forth in the License Agreement and exhibits thereto. Thereafter, if
Licensee chooses to continue receiving support under the Standard Support
Program, Licensee shall pay Annuncio the then-current Annual Support Program
Fee. The applicable Annual Support Program Fees will be billed on an annual
basis upon renewal of the Support Program. Payment shall be due thirty (30) days
form renewal. Unless Licensee has provided proof of tax-exempt status, Licensee
is responsible for all taxes associated with the Support Program, except for
those taxes based on Annuncio's income. Should Licensee elect not to renew the
Support Program and subsequently requests to reinstate the Support Program,
Annuncio will reinstate the Support Program only after Licensee pays Annuncio

                                       1

                          CONFIDENTIAL AND PROPRIETARY
                             ANNUNCIO SOFTWARE, INC
<PAGE>

the then-current Annual Support Program Fee plus all cumulative fees that would
have been payable had Licensee not suspended the Support Program.

4.   TERM AND TERMINATION: Subject to Licensee's payment of the Annual Support
     --------------------
Program Fee, the initial support period (a "Support Program Period") shall begin
upon the License Effective Date and end one year from such date. After such
initial Support Program Period and for as long as Annuncio is offering a Support
Program for the Annuncio Software, Licensee shall continue to receive the
Support Program for successive twelve (12)-month periods in consideration for
payment of Annuncio's then current Annual Support Program Fee for such Support
Program Periods, unless the Support Program is terminated by either party.
Either party may elect to discontinue the Support Program by written
notification delivered to the other party at least sixty (60) days prior to the
renewal date. If Licensee fails to make payment pursuant to the section entitled
"Payment," or Licensee breaches the Support Program provisions and such breach
has not been cured within thirty (30) days of receipt of written notice of the
breach, Annuncio may suspend or cancel the Support Program. Annuncio may modify
the Support Program on an annual basis to reflect current market condition upon
reasonable notice.

5.   CUSTOMER RESPONSIBILITIES:
     -------------------------

a)  Customer shall assist Annuncio in the diagnosis of a reported software
problem by providing information and documentation and by performing reasonable
tests requested by Annuncio's Support Program personnel.

b)  Licensee shall implement any Patch within sixty (60) days of its
availability. Customer's failure to implement any such Patch will relieve
Annuncio of its obligations to provide support for problems that would have been
corrected by such implementation.

c)  Licensee shall provide Designated Support Contacts who are competent and
capable of maintaining and understanding the operation of the licensed Software.

6.   DEFINITIONS:
     -----------

A.  Designated Support Contacts means the person(s), to a maximum of four
individuals, who may contact Annuncio under the Support Program. Two of the
Support Contacts shall be designated by Licensee as marketing support contacts,
one of whom will be the primary marketing contact and one of whom will be the
back-up marketing contact. Likewise, two of the Support Contacts shall be
designated by Licensee as technical support contacts, one of whom will be the
primary technical contact and one of whom will be the back-up technical contact.
A back-up support contact will access Support Services under this Agreement only
if the primary marketing or technical support contact, as applicable, is
unavailable. Licensee shall not designate anyone a Support Contact, either
Marketing or Technical, unless that individual has attended the applicable
training course(s) for the Annuncio Software.

B.  Incident means a Software malfunction that degrades or affects Licensee's
use of the Software.

C.  Maintenance Releases means a release of Software containing an accumulation
of Patches and possibly limited new functionality.

D.  Major Release means a one copy of the new release of the Software containing
new functionality that is not designated by Annuncio as new products or as
functionality for which Annuncio charges separately.

E.  Patch means the repair or replacement of source, object or executable
software code to address an Incident.

                                       2

                          CONFIDENTIAL AND PROPRIETARY
                            ANNUNCIO SOFTWARE, INC.

<PAGE>

                                                                EXHIBIT 10.8.9

Tidestone
TECHNOLOGIES

                          SOFTWARE LICENSE AGREEMENT

                                      FOR

                            ANNUNCIO SOFTWARE, INC.


Effective Date: May 19, 1999
                ------------
<PAGE>

                          SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is made as of the effective date set forth below by and between
TIDESTONE TECHNOLOGIES, INC., a corporation organized and existing under the
laws of the State of Kansas ("Tidestone") and ANNUNCIO SOFTWARE, INC., a
corporation organized and existing under the laws of California ("Licensee"),
both having principal places of business at the addresses specified in the
signature block of this Agreement. Capitalized terms used in this Agreement
shall have the meanings specified in Section 9.

WHEREAS, Licensee desires to obtain from Tidestone a license to use, reproduce
or display and sell, lease or otherwise distribute or transfer copies of the
computer software and documentation specified hereinafter;

WHEREAS, Tidestone desires to license such computer software and documentation
to Licensee upon and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises, covenants and conditions
contained hereinafter, the parties agree as follows:

SECTION 1.  DISTRIBUTION LICENSE

1.01  GRANT OF LICENSE. Effective upon the payment of the license fee as set
forth in Section 2 of Exhibit A, Tidestone will hereby grant to Licensee a non-
exclusive, worldwide right and license under the Tidestone intellectual property
rights and information contained in and associated with the Software Program and
Documentation to use, reproduce (or have reproduced), display and sell, lease
and otherwise distribute, sublicense and transfer copies, directly or
indirectly, of the Software Program and Documentation, in executable code form
only, as parts of Products, for the purposes of marketing such Products to
Licensee's customers.

1.02  DELIVERABLES. Promptly upon receipt of the license fee as set forth in
Section 2 of Exhibit A, Tidestone shall deliver to Licensee the Software Program
described in the Specifications as set forth in Exhibit B together with the
appropriate Documentation and other information and materials relating to such
Software Program.

1.03  LICENSEE'S OBLIGATIONS.

      (a)    Licensee shall be solely responsible for any marketing,
      manufacturing, packaging, documentation production, distribution and
      customer pricing of the Products. Except as otherwise provided in this
      Agreement, Licensee also shall assume all responsibility and liability to
      customers for related support and assistance.

      (b)    Under no circumstances may Licensee modify, decompile or reverse
      assemble any executable code contained within the Software Program.

      (c)    Licensee agrees that it will not, nor will it authorize or license
      another to, sell, market or license the Software Program, or any portion
      thereof, as a standalone computer software program, component or software
      development tool, or as a component or components of a computer software
      program, the chief marketability and functionality of which is the
      Software Program. Licensee further agrees that it will not provide
      documentation to the API of the Software Program to its customers or
      license its customers to use the API other than as part of the Product.

      (d)    Licensee shall take actions with the same degree of care, but in no
      event with less than reasonable care, accorded its own technology to
      ensure that all sublicensees, resellers or other parties involved in the
      reproduction or distribution of Products containing the Software Program
      or otherwise afforded access to the Software Program shall be subject to
      reasonable provisions regarding protection of Tidestone's intellectual
      property rights in the Software Program.

1.04  COPYRIGHT AND TRADEMARK. Licensee acknowledges that all copyrights in the
Software Program and the goodwill associated therewith are vested in and belong
to Tidestone; and Licensee agrees to reproduce and include the following
copyright and trademark notice in the user's manual and "about box" for the
Product:

In the user's manuals and packaging for the Product, Licensee shall use the
trademark TIDESTONE FORMULA ONE to identity the Software Program and shall
indicate that TIDESTONE is a trademark and FORMULA ONE is a licensed trademark
of Tidestone. Licensee will not in any way identify itself as the owner of any
such trademark or any other Tidestone trademark, service mark or logo or
register the same in Licensee's name or in any other name.

1.05  RESERVATION OF TITLE; UNAUTHORIZED USE OR DISCLOSURE. Licensee
acknowledges that Tidestone claims and reserves all rights and benefits afforded
under federal and international copyright law in the Software Program and
Documentation and other information and materials furnished to Licensee
(including any modified or derivative Software Program developed pursuant to
this Agreement). This Agreement does not effect any transfer of copyright title
or other interest in or to such Software Program, Documentation or other
information and materials and Licensee expressly disclaims any such interest
therein. Tidestone shall remain entitled to enforce its copyright and other
interests in the Software Program, Documentation and other information and
materials produced or disclosed in connection therewith. Licensee shall devote
all reasonable efforts (commensurate with Licensee's standard business
practices) to ensure that all entities and persons afforded access to the
Software Program, Documentation and other information and materials produced or
disclosed in connection therewith protect the same against unauthorized use,
dissemination or disclosure.

SECTION 2.  PAYMENT

Subject to the terms and conditions of this Agreement, and in consideration for
the license granted and the services

                                       1
<PAGE>

provided by Tidestone hereunder, Licensee shall pay the license fees, royalties
and other charges relating to the Software Program, and to the performance of
any services provided by Tidestone, in accordance with the provisions of Exhibit
A.

SECTION 3.  ERROR CORRECTION AND MAINTENANCE

Tidestone shall provide to Licensee such Error correction and maintenance
services with respect to the Software Program as are specified in Exhibit C,
subject to Licensee's payment of such fees and charges as are set forth therein.

SECTION 4.  LIMITED WARRANTY; LIMITATION OF WARRANTY AND LIABILITY

4.01  LIMITED WARRANTY. Tidestone warrants:

      (a)    It is a corporation duly incorporated, organized under the laws of
      Kansas and has all requisite power and authority, corporate and otherwise,
      to own its assets, to carry on its business as now conducted, to execute
      and deliver this Agreement, and to consummate the transactions
      contemplated herein, and that all such matters have been duly authorized
      by all requisite corporate actions.

      (b)    For the period during which services are provided under Exhibit C,
      the Software Program shall substantially conform to the Specifications and
      Documentation. Licensee's sole remedy for any breach of the warranty set
      forth in this paragraph (b) shall be the provision of Error correction
      services by Tidestone as set forth in Exhibit C, subject to Licensee's
      payment of such charges as are set forth therein.

      (c)    The use or distribution of unaltered Software Program and
      Documentation, or the exercise of the licenses granted hereunder, will not
      infringe any valid and enforceable U.S. copyright, patent, trademark or
      other intellectual property rights of any third party, and Tidestone has
      all rights necessary for the grant of the rights and licenses granted by
      this Agreement. Tidestone agrees to indemnify, defend and hold Licensee
      harmless from any and all actions, causes of action, claims, demands,
      reasonable costs, liabilities, reasonable expenses and damages
      (collectively, a "Loss" or "Losses") arising from any claim that the
      Software Program infringe any valid and enforceable U.S. copyright,
      patent, trademark or other intellectual property right of a third party,
      provided, however:

             (1)    To be entitled to the indemnification hereunder, Licensee
             shall promptly deliver to Tidestone notice in writing of any claim
             for recovery under this Paragraph (c), specifying in reasonable
             detail the nature of the Loss, and, if known, the amount, or an
             estimate of the amount, of the liability arising therefrom.
             Licensee shall provide to Tidestone as promptly as practicable
             thereafter information and documentation reasonably requested by
             Tidestone to support and verify the claim asserted, provided that,
             in so doing, it may restrict or condition any disclosure in the
             interest of preserving privileges of importance in any foreseeable
             litigation.

             (2)    If the facts pertaining to the Loss arise out of the claim
             of a third party, or if there is any claim against a third party
             available by virtue of the circumstances of the Loss, Tidestone may
             assume the defense or the prosecution thereof, including the
             employment of counsel or accountants, at its cost and expense.
             Licensee shall have the right to employ counsel separate from
             counsel employed by Tidestone in any such action and to participate
             therein, but the fees and expenses of such counsel employed by
             Licensee shall be at its expense. Tidestone shall have the right to
             determine and adopt (or, in the case of a proposal by Licensee, to
             approve) a settlement of such matter in its reasonable discretion.
             Tidestone shall not be liable for any settlement of any claim
             effected without its prior written consent, which shall not be
             unreasonably withheld. Whether or not Tidestone chooses to so
             defend or prosecute such claim, Licensee and Tidestone shall
             cooperate in the defense or prosecution thereof and shall furnish
             such records, information and testimony, and attend such
             conferences, discovery proceedings, hearings, trials and appeals,
             as may be reasonably requested in connection therewith.

             (3)    If such a claim arises, or in either party's judgment is
             likely to arise, Licensee agrees to allow Tidestone, at Tidestone's
             option, to either (i) procure the right to permit the continued
             exercise of the rights and licenses in the Software Program and
             Documentation granted under this Agreement; (ii) replace or modify
             the Software Program and Documentation so they become non-
             infringing, while affording equivalent performance; or (iii) as its
             sole obligation, terminate the license for the infringing Software
             Program and upon return thereof by Licensee, refund the unearned
             portion of any license fees paid by the Licensee for the remainder
             of the current term hereof.

             (4)    No indemnification shall be payable by Tidestone to Licensee
             with respect to matters as to which Tidestone has not received
             written notice required under this Paragraph (c) from Licensee
             within three (3) years after the termination of this Agreement.
             Tidestone shall have no indemnity obligation for claims of
             infringement resulting from any combination, operation or use of
             the Software Program and Documentation, or any components thereof,
             with any software programs or data not supplied by Tidestone if
             such infringement would have been avoided by use of the Software
             Program and Documentation alone.

             Licensee acknowledges and agrees that this Paragraph (c) is the
             exclusive remedy of Licensee for damages for breach of warranty or
             representations contained in this Paragraph (c).

4.02  LIMITATION OF WARRANTY. Except as specifically set forth herein, the
Software Program is provided "as is" for Licensee's use subject to the terms and
conditions of this Agreement, and, as between the parties, Licensee assumes
responsibility for determining the suitability of the Software Program for its
use in Products and for results obtained. Tidestone makes no warranty that all
Errors have been or can be eliminated from the Software Program or
Documentation, and Tidestone shall in no event be responsible for losses of any
kind resulting from the use of the Software Program or the Documentation,
including, but not limited to, any liability for business expense, machine
downtime or damages caused to Licensee or Licensee's customers by any
deficiency, defect, error or malfunction. In no event shall Tidestone be liable
to Licensee or Licensee's customers for any indirect, special, incidental or
consequential damages (including lost profits), even if Tidestone has been
advised of the possibility of such damages. EXCEPT AS SPECIFICALLY SET FORTH
HEREIN, TIDESTONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF
OR RELATING TO THE SOFTWARE PROGRAM OR DOCUMENTATION OR ANY USE THEREOF,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY WHATSOEVER AS TO THE FITNESS FOR A
PARTICULAR USE OR THE MERCHANTABILITY OF THE SOFTWARE PROGRAM OR DOCUMENTATION.

4.03  LIMITATION OF LIABILITY. Tidestone's total liability for any claim arising
as a result of, or related to, the Software Program, whether under infringement
indemnity, in contract, in tort (including negligence or strict liability),
under any warranty, or otherwise, shall in no event exceed the consideration
paid by Licensee to Tidestone for the rights and licenses granted under this
Agreement.

4.04  CONFLICT WITH APPLICABLE LAW. Some jurisdictions limit the right to
exclude or limit implied warranties and liabilities. Nothing contained in this
Section 4 shall be applied or interpreted in such a manner as to be inconsistent
with or in violation of any applicable laws or regulations of such
jurisdictions.

4.05  LICENSEE'S LIMITED WARRANTY; LICENSEE'S INDEMNITY. Licensee warrants:

      (a)    It is a corporation duly incorporated, organized under the laws of
      the state in which it is incorporated and has all requisite authority,
      corporate and otherwise, to own its assets, to carry on its business as
      now conducted, to execute and deliver this Agreement, and to consummate
      the transactions contemplated herein, and that all such matters have been
      duly authorized by all requisite corporate actions.

      (b)    It shall, at its expense, defend, indemnify and hold harmless
      Tidestone and its affiliates from and against any claim or action arising
      from Licensee's activities, including without limitation in its relations
      with vendors, distributors and end-users, other than claims covered by
      Tidestone's indemnity of Licensee as provided in Section 4.01.

SECTION 5.  TERM AND TERMINATION

5.01  TERM. The term of this Agreement shall commence on the effective date and
continue for a period of years as specified in Exhibit A, unless sooner
terminated under Section 5.02.

5.02  TERMINATION; EFFECT OF TERMINATION.

      (a)    Should either party commit a material breach in its obligations
      hereunder, the other party may, at its option, terminate this Agreement by
      written notice to the other party. Such notice shall identify and describe
      the default upon which termination is based. The defaulting party shall
      have thirty (30) days from the effective delivery of the notice to cure
      such default, which, if effected, shall prevent termination by virtue of
      such default.

      (b)    Notwithstanding Section 5.02(a), and notwithstanding any other
      provision of this Agreement, should Licensee fail to pay any amounts due
      to Tidestone under Section 2 and Exhibit A promptly when due and payable,
      then Tidestone, at its option, may declare all unpaid fees and royalties
      immediately due and payable and may terminate this Agreement and any
      rights and licenses that otherwise would survive termination hereof.
      Licensee shall have thirty (30) days from the effective delivery of the
      notice to cure such default by full payment to Tidestone of all unpaid
      amounts (including any penalties and/or interest due under the General
      Payment Provisions of Exhibit A) which, if effected, shall prevent
      termination by virtue of such nonpayment. In the event of such termination
      for nonpayment, all rights and licenses granted Licensee hereunder shall
      terminate, and Tidestone shall have all available remedies at law or in
      equity, including injunction, damages (direct, consequential or punitive),
      and the right to recover attorney fees and all costs of suit.

5.03  OBLIGATIONS AFTER TERMINATION OF AGREEMENT. Upon termination of this
Agreement, Licensee will, at Licensee's option, either return to Tidestone or
destroy all copies of the Software Program and Documentation then in its
possession; provided, however, that Licensee is hereby granted a limited license
for a period of three (3) months following the date of termination to distribute
Products containing the Software Program which were already in Licensee's
inventory as of the date of termination. Licensee shall, within thirty (30) days
after the date of such termination (or the expiration of such three (3) month
period if applicable), furnish Tidestone with a certificate of compliance in
accordance with this Section. The parties agree that Tidestone shall have the
right to enforce the obligations arising under this Section by specific
performance and to enjoin or compel Licensee through injunctive relief. The
obligations of this Section and those additional obligations of Licensee as set
forth in Sections 1.03(b),

                                       3
<PAGE>

1.05 and 4.05(b) hereof shall survive the termination of this Agreement.

SECTION 6.  INTERNATIONAL PROVISIONS

6.01  EXPORTS. Licensee shall comply with, and request of and/or notify its
sublicensees and resellers that they comply with, all applicable laws,
regulations, rulings and executive orders of the United States relating to the
export and re-export of Products containing the Software Program. Licensee shall
not directly or indirectly export or re-export any Products containing the
Software Program unless it has obtained a license to do so from the U.S. Office
of Export Administration if such a license is required.

6.02  WITHHOLDING TAXES. If any applicable law or treaty requires Licensee to
withhold income tax of Tidestone from payments to be made to Tidestone, Licensee
shall comply with such withholding requirements but will notify Tidestone in
advance of such withholding and will furnish Tidestone with all such documents
needed by Tidestone to reclaim such tax or to claim an appropriate tax credit.

SECTION 7.  SOURCE CODE ESCROW

      (a)    Upon receipt of full payment of all license fees due upon execution
      of this Agreement as set forth in Section 2 of Exhibit A and written
      notice from Licensee of their desire to do so, Tidestone agrees to deposit
      into escrow one copy of the Software Program source code on. CD-ROM or
      magnetic media. Licensee agrees to pay the annual fee to the third party
      escrow firm in connection with being a beneficiary to the source code
      escrow agreement. Tidestone hereby acknowledges that the escrow agreement
      is not an "executory" agreement within the meaning of U.S. bankruptcy laws
      and shall not be subject to rejection by any debtor in possession,
      bankruptcy trustee or the like.

      (b)    In the event Tidestone becomes subject to dissolution, or the
      liquidation of Tidestone's assets, or the filing of a petition in
      bankruptcy or insolvency or for an arrangement of reorganization by, for
      or against Tidestone, or an assignment for the benefit of creditors, or
      should Tidestone commit any action for or in bankruptcy or become
      insolvent, then Licensee may elect to receive from escrow, pursuant to the
      escrow agreement referred to in Section 7(a) above, the source code.

      (c)    If Licensee gains access to the Software Program source code under
      the provisions of Section 7(b) above, Tidestone will thereby effectively
      grant to Licensee a nonexclusive, personal, nontransferable (except under
      Section 8.08), worldwide, royalty-free license for the term of this
      Agreement to use and modify such source code to support, correct and
      enhance the Software Program. Licensee agrees to treat such Source Code as
      confidential and proprietary information in accordance with Section 1.05.

SECTION 8.  GENERAL PROVISIONS

8.01  HEADINGS. Headings used in this Agreement are for reference purposes only
and shall not be deemed part of this Agreement or in the interpretation or
construction thereof.

8.02  ENTIRE AGREEMENT; AMENDMENT. This Agreement, including any Exhibits
attached hereto, constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes all prior agreements, both oral and
written, representations, statements, negotiations and undertakings, with
respect to the subject matter hereof, which such agreements, representations,
statements, negotiations and undertakings are merged herein. No amendment or
modification of this Agreement or any provision or attachment of this Agreement
shall be effective unless in writing and signed by both parties.

8.03  MULTIPLE COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement, or the terms hereof, to produce or
account for more than one of such counterparts.

8.04  SEVERABILITY. If any term or provision of this Agreement shall be held to
be invalid, illegal or unenforceable, the remaining terms and provisions of this
Agreement shall remain in full force and effect; and such invalid, illegal or
unenforceable term or provision shall be deemed not to be part of this
Agreement.

8.05  GOVERNING LAW AND DISPUTE SETTLEMENT. The validity, construction and
performance of this Agreement shall be governed by the substantive laws of the
State of Kansas (excluding conflicts of law principles). Licensee hereby submits
to the non-exclusive jurisdiction of the appropriate courts in Johnson County,
Kansas, U.S.A. In the event Licensee's principal place of business is located
outside the United States, the parties agree that (a) the substantive laws of
the State of Kansas applicable to agreements made and performed entirely in
Kansas by parties domiciled therein, and not the United Nations Convention on
Contracts for the International Sale of Goods, shall apply, and (b) Tidestone
may seek to enforce or to prevent a breach of any terms of this Agreement in the
appropriate courts of any jurisdiction in which Software Program are distributed
under this Agreement or in which Licensee maintains an office.

Licensee hereby consents to service of process by mail and waives any claim
against jurisdiction in Johnson County, Kansas, arising under any theory or
doctrine, including, without limitation, forum non conveniens or lack of
sufficient contacts.

8.06  NOTICES. Any notice shall be delivered by hand, by courier service, or by
registered or certified mail (return receipt requested, postage prepaid).
Notices shall be addressed to the other party at the address given on the
signature block of this Agreement, or to another address which may subsequently
be specified in writing by a party. Notices shall be effective: (a) as of the
date personally delivered if by hand or courier service; or (b) for notices sent
by mail, on the earlier of receipt or five (5) business days after the postmark
date. Notices also may be delivered

                                       4
<PAGE>

by facsimile or other electronic means if possible (but must be confirmed in
writing as above) and notices so delivered shall be effective upon actual
receipt of the electronic transmission.

8.07  WAIVER. Except as specifically provided in a written waiver signed by a
duly authorized officer of the party seeking enforcement, the failure to enforce
or the waiver of any term of this Agreement shall not constitute the waiver of
such term at any time or in any circumstances and shall not give rise to any
restriction on or condition to the prompt, full and strict enforcement of the
terms of this Agreement.

8.08  ASSIGNMENT AND BENEFIT. Without the consent of the other party in writing,
neither party may assign this Agreement; provided, however, Tidestone or
Licensee may assign this Agreement to a wholly-owned subsidiary of the
respective corporation or a corporation in which the shareholders of the
respective corporation own a majority interest of the voting control provided
that the assigning party remains obligated hereunder; further provided,
Tidestone or Licensee may assign this Agreement to another corporation in
connection with a merger or a sale of all or substantially all of its stock or
assets so long as, if the assignor is Licensee, the assignee's license to use
the Software Program is limited to use in Products which were offered by
Licensee to its customers or potential customers and the assignee is prohibited
from use of the Software Program in other products or parts of products
developed, sold or distributed by the assignee.

This Agreement shall be binding upon and shall inure to the benefit of Licensee
and Tidestone and their successors, subject to the other provisions of this
Section.

8.09  REMEDIES CUMULATIVE. All rights and remedies provided in this Agreement
shall be cumulative. If any party resorts to any one remedy it shall not be
precluded from resorting to any other remedy or right provided it in this
Agreement, by law or in equity.

8.10  PUBLICITY. Either party may refer to the name of the other party, the
name(s) of the other party's product(s) or the business in which the product(s)
are used in their customer listings, on their web site, in a customer profile,
or in a press release, without the consent of the other party-Neither party
shall use this information or any additional information in any other manner,
without securing written approval of the party whose information is to be used,
which approval shall not be unreasonably withheld.

SECTION 9.  DEFINITIONS

"Documentation" shall mean written information produced by Tidestone and
relating to the Software Program, including the user and reference manuals for
the Software Program.

"Error" shall mean a defect in the Software Program, reproducible by Tidestone,
that prevents the Software Program from functioning in material conformity with
the Specifications. The parties acknowledge that no computer software program,
including the Software Program, can be designed Error-free. Each Error can be
classified at one of the following levels of severity:

      LEVEL 1:  FATAL ERROR. The error causes program termination, loss of
      control or hangs the operating system.

      LEVEL 2:  PROBLEM. PROGRAM control can be maintained, but features or
      functions perform incorrectly or are unavailable, causing inconvenience to
      the user.

      LEVEL 3:  INCONVENIENCE/ENHANCEMENT. Minor ERRORS affecting small user
      populations, typically resolved by a workaround, or requests for new
      features or functionality.

"New Versions" shall mean changes to the Software Program which add significant
new features, enhancements and functionality, or that alter the application
programming interface (API) for the Software Program. New Versions are
identified by a change in the version number before the first decimal point,
such as 2.01.02 to 3.01.01.

"Product" shall mean the computer programs designated in Exhibit B that are
completed in marketable form by Licensee and are offered by Licensee to its
customers or potential customers, in executable code form only, and that contain
both (a) the Software Program as an insubstantial component of the Product, and
(b) a component or components (other than the Software Program) that comprise
the chief marketability and functionality of the Product. The term "Product"
shall not include any computer programs that Licensee acquires separately from a
third party, or in a direct or indirect purchase of substantially all of the
stock or assets of a third party, if at any time during the twelve (12) months
preceding their acquisition such computer programs incorporated Software Program
licensed by Tidestone.

"Software Program" shall mean the computer software provided by Tidestone under
this Agreement, as specified in the Specifications.

"Specifications" shall mean the listing of Software Program and a description of
the application programming interface (API) set forth in Exhibit B to this
Agreement which shall constitute the complete and exclusive specifications for
defining the Software Program.

"Updates" shall mean modifications or revisions to the Software Program, other
than New Versions or Upgrades, which correct Errors, but which do not alter the
functionality of the Software Program or add new functions thereto. Updates are
identified by a change in the version number after the second decimal point,
such as 2.01.02 to 2.01.03.

"Upgrades" shall mean changes or additions to the Software Program, other than
New Versions, that add new functions, new features or improve performance of the
Software Program by changes in system design or coding. Upgrades are identified
by a change in the version number after the first decimal point, such as 2.01.02
to 2.02.01.

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<PAGE>

SECTION 10. EXHIBITS

Exhibits included and made a part of this Agreement are:

      Exhibit A:    TERM, LICENSE FEES, ROYALTIES
                    AND PAYMENTS

      Exhibit B:    SPECIFICATIONS

      Exhibit C:    ERROR CORRECTION AND
                    MAINTENANCE

IN WITNESS WHEREOF, the parties, by their duly authorized officers, have
executed this Agreement effective as of May 19, 1999.
- ------------

TIDESTONE TECHNOLOGIES, INC.

12980 Metcalf Avenue, Suite 300

Overland Park, Kansas 66213-2646

Telephone: (913) 851-2200

Fax:       (913) 851-1390


By: /s/ Michael J. Galfman

Title: President
       ---------

Printed Name: Michael J. Galfman
              ------------------


LICENSEE

Licensee Name: Annuncio Software Inc.

Address 1: 5150 El Camino Real, Suite B31

Address 2: Los Altos, CA 94022

Telephone: 650-314-6000

Fax: 650-314-6100


By: /s/ Kim Weins

Title: VP Product Marketing
       --------------------

Printed Name: Kim Weins
              ---------

                                       6
<PAGE>

                                   EXHIBIT A

                         TERM, LICENSE FEES, ROYALTIES
                                 AND PAYMENTS

1.    TERM.

The initial term of this Agreement shall be two (2) years. Thereafter, this
Agreement shall automatically be renewed for one (1) additional year unless
Licensee sends written notice to Tidestone at least ninety (90) days prior to
the expiration of the initial term stating their desire to not renew the
Agreement.

2.    EARNED CONTINUING ROYALTIES.

With respect to all transfers for value by Licensee of Products that contain the
Software Program to distributors, dealers and customers of any class, Licensee
shall pay to Tidestone fixed earned royalties with respect to such transfers.
Licensee shall be permitted to distribute a reasonable number of copies of the
Product for demonstration, testing and promotional purposes on a royalty-free
basis. Earned royalties with respect to Products so transferred during each
calendar quarter shall be paid to Tidestone within forty-five (45) days after
the last day of such calendar quarter. Licensee shall pay Tidestone such earned
royalties determined as either 1) when Licensee licenses their Product on a fee
based license for unlimited use by their licensees, Licensee will pay Tidestone
a license fee of $500.00 for each single CPU server license sold by Licensee or
$1,000.00 for CPU server licenses of two or greater CPU's or servers sold by
Licensee; or, 2) when Licensee licenses their Product on an annual license fee
basis, Licensee will pay Tidestone a license fee of $175.00 per year for a
single CPU server annual license sold by the Licensee or $350.00 per year for a
CPU annual server license of two or greater CPU's or servers licensed. Licensee
shall pay to Tidestone the following nonrefundable annual minimum royalties:

*    $10,000  Upon execution of this Agreement
*    $14,000  On or before the first day of the anniversary of the execution of
              this Agreement
*    $14,000  On or before the first day of the second anniversary of this
              Agreement (unless such additional year is not renewed as per
              Section 1 of this Exhibit A)

Licensee shall receive credit for the payment of each such annual minimum
royalty against the earned royalties due Tidestone under this Section for the
four quarters following payment.

With each earned royalty payment, Licensee shall provide to Tidestone a written
statement which verifies the number of Products transferred, the revenues
received on account of all such transfers, and the calculations of the earned
royalties due and payable to Tidestone as a result of such transfers. Upon
Tidestone's request, at mutually agreeable times, but not more frequently than
once each calendar year, Tidestone, or an agent or accounting firm chosen by
Tidestone, shall be provided reasonable access during normal business hours to
the books and records of Licensee for purposes of audit of royalties and
payments due and verification of Licensee's Products so transferred. Such
records shall include, but not be limited to, all information concerning the
numbers of copies of Products so transferred, the names of transferors and
shipping and delivery information, and the revenues of such Products. Persons
conducting the audit shall be provided an opportunity to interview any employees
of Licensee who have engaged in the development, marketing or distribution of
Products, or in the making of copies shipped or delivered, and to inspect
production and inventories as necessary to accomplish such purpose. In the event
such audit reveals an underpayment of royalties, Licensee shall be obligated to
pay Tidestone all sums past due, plus interest at the rate of one and one-half
percent (1.5%) per month from the date such payment was due to the date such
payment is actually made, plus the out-of-pocket costs and expenses incurred by
Tidestone in conducting such audit.

All license fees paid pursuant to this Section shall be non-refundable.

3.    GENERAL PAYMENT PROVISIONS.

3.1   Payment Terms. All amounts owed pursuant to this Agreement shall be paid
      -------------
by Licensee on a timely basis such that they are received by Tidestone on or
before the due date for such amount. Unless otherwise expressly stipulated by
Tidestone, all amounts due to Tidestone hereunder shall be paid by Licensee to
the address specified in the signature block of the Agreement. In the event
Licensee is overdue in making payments to Tidestone, Tidestone may suspend
performance until Licensee has made the required payments. Licensee shall not be
entitled by reason of any claim against Tidestone to withhold payment or to
claim any right of set-off against any payment due to Tidestone.

3.2   Currency and Interest. All payments shall be in U.S. Dollars, and any
      ---------------------
amount not paid when due shall bear interest at the lower of one and one-half
percent (1.5%) per month, or the maximum rate allowed by applicable law. Costs
of wire transfers,

                                      A-1
<PAGE>

conversion, collection and related bank charges shall be paid by Licensee.
Licensee assumes all risks of currency shortages, repatriation restrictions and
exchange fluctuations.

3.3   Payments Net after Taxes. All amounts owed pursuant to this Agreement are
      ------------------------
net of any national, federal, state, province, municipal or other government
excise, sales, use, occupation or like taxes, duties, customs or penalties now
in force or enacted in the future, and may be increased by such amount that
Tidestone is required to collect and pay based on this transaction. Licensee
will pursue or obtain any certificate of exemption or similar document or
proceeding if any effort is to be made to exempt this transaction from such
obligation.

3.4   Taxes, Tariffs and Transportation Costs. All present or future domestic
      ---------------------------------------
or foreign sales, use, value-added, personal property, withholding, excise or
other similar taxes (other than Tidestone's income taxes), and all export or
import taxes, duties, tariffs or charges shall be paid by Licensee.

3.5   Pro-Rata Payments. Any quarterly payments due and payable under this
      -----------------
Exhibit A with respect to any partial calendar quarter shall be calculated and
paid on a pro-rata basis.

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<PAGE>

                                   EXHIBIT B

                                SPECIFICATIONS

SOFTWARE PROGRAM SPECIFICATIONS

TIDESTONE SOFTWARE PROGRAMS
    Formula One for Java Version 5.5

The Software Program can accurately process and handle date and time 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, to the extent that other information
technology used in combination with the Software Program properly exchanges
date/time data with it.

LICENSEE PRODUCTS

The Metrics module of Annuncio Software's "Annuncio Live" client application (an
internet marketing automation solution for defining, automating, tracking and
analyzing internet and integrated marketing campaigns).

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<PAGE>

                                   EXHIBIT C

                       ERROR CORRECTION AND MAINTENANCE

For so long as Licensee continues to pay quarterly Earned Continuing Royalties
as required under Exhibit A of this Agreement, Tidestone will provide Licensee
all Updates, Upgrades and New Versions of the Software Program as they are
available for general release. Such Updates, Upgrades and New Versions shall
become part of the Software Program and Documentation for purposes of this
Agreement.

For so long as Licensee is entitled to receive updated Software Program pursuant
to this Section, it also shall be entitled to receive the following Error
correction services from Tidestone in the form of Updates:

      a.     Tidestone will use reasonable efforts to correct Level 1 Errors in
             the Software Program, or to offer an appropriate work-around,
             within ten (10) business days of receipt of notice from Licensee of
             such Errors;

provided, however:

      b.     That inspection by Tidestone validates the claim;

      c.     That such Errors are capable of correction;

      d.     That the Software Program has not been altered in any way, except
             as provided in the Specifications; and

      e.     That the Licensee is not in arrears in any payments due to
             Tidestone and that Licensee is not otherwise in breach of this
             Agreement or any other Agreement dealing with the Software Program.

For so long as Licensee is entitled to receive updated Software Program pursuant
to this Exhibit C, it also shall be entitled to receive from Tidestone, at its
written request, additional planning, telephone conferences, Documentation or
training services, as requested in writing by Licensee, provided Licensee pays
Tidestone for such services at its then current hourly rates for such services
($120/hour during 1999) within thirty (30) days of receipt of invoice for same
from Tidestone. Such services may include increasing the timeliness of
correction of reported Level 2 or Level 3 Errors.

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