TRINAGY INC, S-1, EX-10.9, 2000-10-26

TRINAGY INC
S-1, EX-10.9, 2000-10-26

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Exhibit 10.9

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Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
--------------------------------------------------------------------------------

PASS-THRU RESELLER AGREEMENT

between

DESKTALK SYSTEMS, INC.,

organized under the laws of California, with a principal office at
19191 S. Vermont Ave., 9th Floor, Torrance, California 90502,

- hereinafter referred to as "DeskTalk" -

and

NORTEL NETWORKS NA INC., a Nortel Networks Business Unit,
organized under the laws of Delaware, with an office at

4401 Great America Parkway, Santa Clara, Ca 95052, USA,
- hereinafter referred to as "Nortel Networks" -

DeskTalk and Nortel Networks being the "Parties" hereto.
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Table of Contents

<S> <C>
Article 1 Definitions......................................... 1
Article 2 Scope of this Agreement............................. 2
Article 3 Grant of Rights..................................... 3
Article 4 Documentation....................................... 4
Article 5 Purchase Orders..................................... 4
Article 6 Intentionally Deleted
Article 7 Nortel Networks' Obligations........................ 6
Article 8 Changes to Contractual Products..................... 7
Article 9 New Products........................................ 8
Article 10 Prices and Terms of Payment......................... 8
Article 11 Stock Check......................................... 8
Article 12 Warranty to End-Users............................... 8
Article 13 Software Support and Maintenance.................... 9
Article 14 End of Life Purchase................................ 9
Article 15 Technical Cooperation............................... 9
Article 16 Patents and Copyrights.............................. 11
Article 17 General Indemnity................................... 12
Article 18 Limitation of Liability............................. 13
Article 19 Confidentiality..................................... 13
Article 20 Force Majeure....................................... 14
Article 21 Term and Termination................................ 14
Article 22 Provisions after Termination of the Agreement....... 16
Article 23 Favorable-Pricing................................... 16
Article 24 Dispute Resolution.................................. 16
Article 25 Substantive Law..................................... 16
Article 26 Miscellaneous....................................... 17
</TABLE>

Annex 1 Description and Specification of Contractual Products
Annex 2 Description of Documentation
Annex 3 Pricing and Payments
Annex 4 Support and Maintenance Services
Annex 5 Year 2000 Warranty
Annex 6 Training Materials
Annex 7 Marketing Materials
Annex 8 OEM Vendor Change Notification Form and Process
Annex 9 Desktalk Master Software License Agreement

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This Agreement is effective as of February 29, 2000 (the "Effective Date").

WHEREAS DeskTalk develops, designs and sells certain software products;

WHEREAS Nortel Networks desires to market these software products for re-
licensing and re-sale on a stand-alone basis to third parties; and

WHEREAS Nortel Networks and DeskTalk have entered into an OEM Software
License Agreement (the "Previous Agreement") with an effective date as of
December 16, 1998, which agreement is hereby mutually terminated and superseded
by the terms and conditions of this Agreement. All monies paid under the
Previous Agreement are applied to this Agreement. All obligations under the
Previous Agreement are terminated without recourse.

NOW THEREFORE, the Parties hereto agree as follows:

Article I - Definitions
-----------------------

1.1 "Affiliates" means an entity which, directly or indirectly, owns,
is owned by or is under common ownership with an entity, where ownership means
at least (i) fifty percent (50%) of the voting power of securities or interests
in such entity, or (ii) forty percent (40%) of the voting power of securities or
interests in such entity and the owning entity has the right to control the
other entity pursuant to a management contract.

1.2 "Contractual Products" means the DeskTalk software programs
listed in Annex 1 in machine-readable format, which may, from time to time,
either be added to; or deleted from; by mutual agreement of the Parties. Each
addition of a DeskTalk product as a Contractual Product shall be added to this
Agreement in the form of an Annex to this Agreement and shall be consecutively
numbered Annex 1. 1, Annex 1.2, etc.

1.3 "Documentation" means the complete documentation related to the
Contractual Products, as set forth in more detail in Annex 2, which may from
time to time, either be added to; or deleted from; by mutual agreement of the
Parties. Each additional documentation item shall be added to this Agreement in
the form of an Annex to this Agreement and shall be consecutively numbered Annex
2.1, 2.2, etc. Said Documentation, shall be provided, if available, in
electronic media (e.g. CD-ROM), in Word/Illustrator, format.

1.4 "End-User" means a person or business entity that purchases,
leases or otherwise properly obtains the right to use the Contractual Product
directly from Nortel Networks or through one or more intermediaries for its own
use or for internal business purposes (and not for transfer to others) in
accordance with DeskTalk's Master Software License Agreement.

1.5 "Nortel Networks Company" and "Nortel Networks Companies" shall
mean Nortel Networks Corporation and all subsidiaries wholly or at least
majority owned, directly or indirectly, by Nortel Networks Corporation, but not
including Nortel Networks NA Inc.

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1.6 "Object Code" means software code resulting from the translation
or processing of Source Code by a computer into machine language or intermediate
code, which thus is in a form that would not be convenient to human
understanding of the program logic, but which is appropriate for execution or
interpretation by a computer. Object Code shall include any Java code.

1.7 "Updates" means (a) all future enhancements, improvements or
modifications to the Contractual Products regardless of product nomenclature or
packaging, but not separately priced and/or marketed; and (b) corrections,
updates or upgrades thereto.

1.8 "Source Code" means the Contractual Products in a human readable,
well-known commonly used programming language, and shall include flow charts,
programmer's notes, information regarding programmer's tools, as well as test
programs and test documentation.

1.9 "Optivity" shall mean a family of Nortel Networks management
software products.

1.10 "Training Materials" means those Training classes and materials
related to the Contractual Products as set forth in Annex 6, which may from time
to time, either be added to or deleted from. Said Training Materials shall be
provided, if available, in electronic media (e.g. CD-ROM), in Word/illustrator,
format.

1.11 "Marketing Materials" means those Sales and Marketing collateral,
tools, etc. related to the Contractual Products as set forth in Annex 7, which
may from time to time, either be added to or deleted from. Said Marketing
Materials, shall be provided, if available, in electronic media (e.g. CD-ROM),
in Word/illustrator, format.

Article 2 - Scope of this Agreement
-----------------------------------

2.1 DeskTalk shall supply Nortel Networks with Contractual Products
and Documentation and provide services in accordance with the terms and
conditions of this Agreement, and Nortel Networks shall pay license fees for
same, as provided herein. DeskTalk further grants to Nortel Networks Companies
the same scope of rights granted by DeskTalk to Nortel Networks in this
Agreement, subject to such Nortel Networks Companies being bound by terms and
conditions equivalent to those set forth in this Agreement or manifesting their
consent to abide by the terms and conditions of this Agreement in a signed
writing directed to DeskTalk referencing the name, date, and parties to this
Agreement. For the purposes of each Purchase Order issued by a Nortel Networks
Company, each reference in this Agreement to "Nortel Networks" shall mean the
ordering entity (either Nortel Networks NA Inc. or the applicable Nortel
Networks Company).

2.2 Both parties agree to attempt not to interfere with either
party's customer base. Both parties will create a "Rules of Engagement" document
by August 31, 2000, the terms of which are to be mutually agreed upon. The Rules
of Engagement document will setout in detail

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the circumstances under which either party may solicit a customer or customers
of the other party.

Article 3 - Granting of Rights
------------------------------

3.1 Nortel Networks shall have the non-exclusive right to license,
and to market, or have marketed, through Nortel Networks, its Affiliates, other
sales outlets and distributors, the Contractual Products throughout the world
(except those countries listed on DeskTalk's Master Software License Agreement
as attached to this Agreement as Annex 9 as amended from time to time, or as may
be prohibited by the United States government.)

The term "market" shall mean license.

Nortel Networks shall not have the right to use the license in a production
environment (i.e., for monitoring network performance).

3.2 DeskTalk hereby grants to Nortel Networks the following non-
exclusive, non-transferable, worldwide (except as to those countries listed on
DeskTalk's Master Software License Agreement which may be amended from time to
time, or as may be prohibited by the United States government.) and licenses
acting directly or indirectly through its various distributors and other
channels, a nonexclusive, worldwide license to:

(a) use a reasonable number of copies of the Contractual
Products on a royalty free basis, except that any costs assessed by Sybase to
Desktalk shall be reimbursed by Nortel, for: (i) sales and marketing purposes by
the sales force of Nortel Networks and its channel partners and distributors
(without allowing any use of the Contractual Products into any production
environment); (ii) for training purposes; and (iii) where feasible, a reasonable
number of evaluation copies of the Contractual Products (without allowing any
use of the Contractual Products into any production environment);

(b) distribute paid for Contractual Products licensed from
DeskTalk to EndUsers, directly or indirectly through its distributors and
resellers.

3.3 In addition to the rights granted under Section 3.2 above, Nortel
Networks and its Affiliates, other sales outlets and distributors shall have the
right to entitle the End-User customers to transfer the licenses granted to them
in connection with a transfer of the hardware on which the Contractual Products
are installed, provided that the licenses remain with the original legal
licensee. DeskTalk may require reasonable information from the End-User to allow
said transfer. Notwithstanding the above, any transfer from Workplace to
Enterprise systems will require a further charge.

3.4 Nortel Networks acknowledges DeskTalk's claim that the
Contractual Product and any Source Code contained within the Contractual
Products contain valuable confidential and proprietary information and trade
secrets of DeskTalk or its licensors, which have not been published or otherwise
placed in the public domain ("DeskTalk's Intellectual Property"). Without the
prior written consent of DeskTalk except as expressly permitted by this

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Agreement, Nortel Networks shall refrain from copying, reverse engineering,
disassembling, decompiling, translating, or modifying the Contractual Products,
or granting any other person or entity the right to do so. Notwithstanding
anything to the contrary contained in this Agreement, in the event of any
violation of DeskTalk's Intellectual Property rights, DeskTalk shall have the
right to terminate this Agreement by written notice given at any time after such
violation.

3.5 Subject to the rights granted to Nortel Networks herein, all
right, title, and interest in and to the Contractual Products, including both
source and object code, sequence, logic, structure and screens, and
Documentation, and in and to any improvements, enhancements, updates, or
upgrades thereto, including concepts and technology inherent in the Contractual
Products, are, and at all times shall remain, the sole and exclusive property of
DeskTalk. Nothing contained in this Agreement shall be construed directly or
indirectly to assign or grant to Nortel Networks, or any other entity, any
right, title, or interest in or to trademarks, copyrights, patents, or trade
secrets of DeskTalk, or any ownership rights in or to the Contractual Products.
No copyright notice may be altered or omitted on any of the Contractual Products
or Documentation (including marketing materials) by Nortel Networks or its
Distributors.

Article 4 - Documentation
-------------------------

4.1 Promptly following both Parties' execution of this Agreement,
DeskTalk shall provide the Documentation to Nortel Networks. All Documentation
shall comply with the latest technical standards for the Contractual Product in
question and shall be updated to reflect modifications to the relevant
Contractual Products to the extent that DeskTalk would ordinarily make changes
to the related Documentation for such changes to the Contractual Products.
DeskTalk shall provide Nortel Networks with the updated Documentation within 3-5
days of their release at no additional cost to Nortel Networks. This obligation
shall apply during the term of this Agreement. After the term of this Agreement,
Nortel Networks and DeskTalk will negotiate in good faith on the terms and
conditions for updated Documentation.

4.2 Documentation to be made available by DeskTalk is identified in
Annex 2.

Article 5 - Purchase Orders
---------------------------

5.1 Nortel Networks' Purchase Orders shall include the following:

. date of issuance,

. purchase order number

. description of specific Contractual Products (including Nortel
Networks' part numbers) and/or Documentation

. quantity of Contractual Products to be delivered

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. price

. requested date(s) of delivery (must not exceed 5 business days)

. shipping instructions and destination

. reference to this agreement

5.2 DeskTalk shall confirm the receipt and acceptance or rejection of
a Purchase Order by fax within 3 business days after receipt.

5.3 DeskTalk's acceptance or rejection of a Nortel Networks Purchase
Order must be sent in writing by fax followed by original letter, and must be
addressed to the person who issued the purchase order. If DeskTalk fails to
respond within one week after receipt of a Purchase Order, it shall be deemed to
have accepted such Purchase Order unless the content of said Purchase Order is
clearly inconsistent with the definition of Contractual Products, Pricing and
other terms and conditions of this Agreement.

5.4 The terms and conditions of this Agreement shall supercede any
conflicting terms and conditions appearing on any Purchase Order or invoice. All
Purchase orders must reference this Agreement.

5.5 Nortel Networks shall be entitled to cancel Purchase Orders
wholly or partially at any time by giving 2 (two) weeks written notice to
DeskTalk, prior to shipment of the Contractual Products to Nortel Networks.

5.6 Upon execution of this Agreement, DeskTalk will provide a
mechanism for customers of Nortel Networks to register their Contractual
Products. This mechanism is via a DeskTalk web site located at
http://register.desktalk.com.
----------------------------

5.7 Nortel Networks shall keep true and accurate records of all
Contractual Products distributed, directly or through any channel, in accordance
with generally accepted accounting principles, consistently applied. No more
frequently than once per year, DeskTalk shall have the right (upon ten business
days prior notice) to have a certified public accountant selected by DeskTalk to
audit the records kept by Nortel Networks relating to the Contractual Product to
determine whether all license fees due have been paid. DeskTalk shall pay the
cost of such investigation, except in the event that such accountant finds that
royalties due for a period investigated have been underpaid by ten percent (1
0%) or more, in which case the entire cost of the investigation shall be borne
by Nortel Networks. Nortel Networks shall immediately pay to DeskTalk any
amounts discovered to be owed as a result of the investigation. If the annual
amount outstanding exceeds 15%, interest shall be paid at the rate of eighteen
percent (1 8%) per annum, calculated monthly from June 30 of the year the
underpayment occurred for each month the amount due was outstanding to the end
of the year the underpayment occurred.

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Article 6
---------

THIS ARTICLE INTENTIONALLY DELETED

Article 7 - Nortel Networks' Obligations
----------------------------------------

Nortel Networks shall at all times diligently promote the sale of, and
stimulate interest in, the Contractual Products as its standard Enterprise
reporting offering to Optivity customers. In particular, and without limiting
the generality of the foregoing, Nortel Networks shall, at its own cost and
expense, make its best efforts to:

7.1 Maintain sales and office facilities and a staff of trained
personnel adequate to provide effective, reliable, and complete sales support to
all customers and potential customers.

7.2 Shall maintain competent and trained personnel to properly
demonstrate and describe the Contractual Products for all sales leads, potential
customers and current customers.

7.3 Conduct advertising and sales promotional activities as are
necessary to promote the sale of the Contractual Products. One (1) Copy of all
printed advertising related to the Contractual products shall be routinely
provided to DeskTalk at no charge.

7.4 Nortel Networks, at its discretion, may follow up any sales leads
provided by DeskTalk and report to DeskTalk, the progress of all such activities
including any such leads that Nortel Networks decides not to pursue either with
its own sales force or that of its resellers. In the event that Nortel Networks
decides not to pursue any such lead, DeskTalk may pursue the lead with no
remuneration to Nortel Networks.

7.5 On a quarterly basis, at least two weeks prior to the beginning
of the forecasted quarter, Nortel Networks shall provide DeskTalk with a non-
binding rolling forecast of its requirements of Contractual Products for the
following quarterly period. These forecasts are intended for planning purposes
only and shall not be considered as firm commitments to purchase any quarters
forecast.

7.6 Nortel Networks will assist DeskTalk in promoting the Contractual
Products to Nortel Networks' sales force, channels and customers. DeskTalk and
Nortel Networks may develop marketing programs including but not limited to: a)
Public Relations; b) Field & Channel Training Program; c) Seminars; d) Trade
Shows; and e) Promotions. DeskTalk may be given an opportunity at Nortel
Networks sales and channel functions to promote the Contractual products. Nortel
Networks will provide DeskTalk an opportunity to participate in the Nortel
Networks Network Management TIG (Technical Information Group), a minimum of
three (3) Nortel Networks district sales functions, Nortel Networks Network
Management "roadshow(s)" and Nortel Networks Network Management Field Service
Website.

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Article 8 - Changes to Contractual Products
-------------------------------------------

8.1 DeskTalk shall inform Nortel Networks of any material changes to
the Contractual Product in writing not less than three (3) months prior to the
first delivery of the materially modified Contractual Products. Material changes
do not include ongoing bug fixes or upgrades that are provided under the
standard maintenance agreement. For material changes, DeskTalk shall complete
the OEM Vendor Change and Notification Process, as attached to this Agreement as
Annex 8.

8.2 Nortel Networks is entitled to request changes to the Contractual
Products, e.g., relating to the improvement, reliability, compatibility or
serviceability of the Contractual Products. The Parties shall negotiate in good
faith and agree in writing upon terms, conditions and costs for such changes.
Changes to Contractual Products due to customer fault reports showing epidemic
or systematic failures shall be provided by DeskTalk free-of-charge, consistent
with DeskTalk's standard Warranty or if the customer is outside the Warranty
period and the customer has purchased Maintenance from DeskTalk then the
Contractual Product shall be changed in accordance with the terms of this
Maintenance.

8.3 Changes to Contractual Products, in order to satisfy Nortel
Networks customer requirements, shall be provided to DeskTalk for their review.
Nortel Networks shall receive priority for these requested requirements
requisite with the size of each individual prospective sales opportunity for
other Contractual Products or other Products supplied by DeskTalk. The specific
prioritization of DeskTalk's implementation of changes to the Contractual
Products to satisfy these requirements versus that of requirements from other
customers of DeskTalk or as part of DeskTalk's current Product Plan, shall be
subject to terms and conditions to be mutually agreed upon. In instances where
DeskTalk is not motivated to make the requested changes, both parties will
consider additional incentives to DeskTalk, either in additional compensation,
additional license commitments, and/or other reasonable incentives to DeskTalk
in order to more closely align the priorities of both parties.

8.4 Nortel Networks, at its option, may issue purchase orders under
the terms and conditions of this Agreement for such Contractual Products as they
existed prior to the change in form, fitness, function, safety, reliability,
performance and/or maintainability for a period of at least one hundred eighty
(1 80) days following the date of Nortel Networks' receipt of DeskTalk's change
notification.

8.5 Nortel Networks shall have the right to test all Contractual
Products free of charge.

8.6 In no event shall payment for the Contractual Products by Nortel
Networks constitute a waiver of its right to have any non-conformity of the
Contractual Products to the specifications set forth in Annex 1 corrected in
accordance with the terms of DeskTalk's standard Warranty as described in the
DeskTalk Master Software License Agreement.

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Article 9 - New Products
------------------------

If, during the term of this Agreement, DeskTalk intends to introduce a
product replacing the Contractual Products or designed to supersede the
Contractual Products, excluding bug fixes or upgrades. DeskTalk shall inform
Nortel Networks thereof as soon as possible, but in any event not less than
three (3) months prior to such introduction, and shall transmit to Nortel
Networks the specifications of such new products. Upon Nortel Networks' request
DeskTalk shall provide test samples of such new products in accordance with
Article 8.5 above.

Article 10 - Prices and Terms of Payment
----------------------------------------

10.1 Prices for the Contractual Products are set out in Annex 3 to
this Agreement in United States Dollars (US $) and are inclusive of any license
fees or royalties. These prices may be modified (i.e. increased, decreased or to
reflect the addition of a new or replacement Contractual Product) consistent
with changes to the DeskTalk list prices for these products. Each price
modification shall be added to this Agreement in the form of an Annex and shall
be consecutively numbered Annex 3.1, Annex 3.2, etc., DeskTalk will provide at
least one hundred and twenty (120) days notice to Nortel Networks of any price
changes. DeskTalk agrees not to assess any applicable excise or sales tax where
Nortel Networks furnishes DeskTalk a tax exemption certificate, a certificate of
authority, a direct pay permit and/or any equivalent acceptable to the
applicable taxing authority.

10.2 The prices stated in Annex 3 hereto are fixed through the period
ending June 30, 2001. DeskTalk shall provide Nortel Networks with at least one
hundred and twenty (120) days written notice of its intention to change or
modify these prices, after which period the modified prices shall become
effective, except that these modified prices shall not be applied to any
Contractual Product where binding orders have already been placed by Nortel
Networks and transmitted to DeskTalk.

10.3 Payment shall be effected in United States Dollars (US $) and
shall be net forty-five (45) days from invoice date.

Article 11 - Shipment Acceptance
--------------------------------

Nortel Networks may return defective shipments of the Contractual Product
to Desktalk within seven (7) business days of receipt of said shipment of the
Contractual Product at no cost to Nortel Networks. Desktalk shall replace the
shipment with a non-defective shipment.

Article 12 - Warranty to End-Users
----------------------------------

Every End-User must enter into a DeskTalk Master Software License Agreement
(which may be amended from time to time), as attached to this Agreement as Annex
9. The DeskTalk Master Software License Agreement shall provide the only
warranty.

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Article 13 - Software Support and Maintenance
---------------------------------------------

During the period of product warranty and upon payment of all applicable
fees, DeskTalk shall provide to Nortel Networks, Support and Maintenance
Services in accordance with the terms and conditions of Annex 4. Thereafter, and
for a period of not less than two (2) years from the date of the last license
sold under this Agreement DeskTalk shall provide to Nortel Networks the Support
and Maintenance Services in accordance with the terms and conditions of Annex 4,
for the fees set forth in Annex 3. This obligation shall survive termination of
this Agreement.

Article 14 - End of Life Purchase
---------------------------------

In the event of termination or expiration of this Agreement, Nortel
Networks will be entitled, at its option, to place a non-cancelable order for a
"life cycle purchase" of the Contractual Products at least thirty (30) days
prior to the effective date of such termination or expiration, for delivery
within sixty (60) days after the effective date of the termination or expiration
of the Agreement.

Article 15 - Technical Cooperation
----------------------------------

15.1 Sales Assistance
----------------

(a) At Nortel Networks' request, DeskTalk shall provide
reasonable assistance to Nortel Networks and its Affiliates in its negotiations
with Nortel Networks' customers. Upon Nortel Networks' reasonable request,
technical experts of DeskTalk shall participate in meetings with Nortel
Networks' actual or potential customers. In its request Nortel Networks shall
explain the nature of the technical questions to be addressed and DeskTalk shall
make available a sufficiently qualified expert. Upon completion of the sale of
the Contractual Products by Nortel Networks or its Affiliates, both DeskTalk and
Nortel Networks will compensate their respective sales force in accordance with
their respective commission structures.

(b) DeskTalk will provide master copies of Sales and Marketing
collateral materials to Nortel Networks to facilitate the launch of the
marketing program. DeskTalk shall provide up to 200 packages of the marketing
materials described in Annex 7 at no charge.

(c) DeskTalk will provide, as ordered, installation services to
Nortel Networks at a daily fee of two thousand dollars ($2,000.00) for all
products. From June 1, 2000 through August 31, 2000, all orders for the
JumpStart package (a special installation package only provided upon purchase of
the 4OGB product) will be honored by DeskTalk Worldwide. Effective Sept 1, 2000,
the JumpStart package and any other installation services will only be available
in North America. All reasonable travel and lodging expenses incurred by
DeskTalk shall be borne by Nortel Networks.

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(d) Both parties will work together to make Nortel Networks
products as manageable as possible within DeskTalk's software products, and at
least as good as Cisco products. Towards this mutual objective:

(1) Nortel Networks will provide any relevant MIB's and
support necessary to enable DeskTalk to achieve this.

(2) This includes all Nortel Networks' Enterprise products,
including but not limited to Accelar, Baystack, routers
and Passport, or like products as requested or used by
Nortel Networks' Customers.

(3) Both parties will work together, and Nortel Networks
will provide whatever is reasonably necessary to enable
DeskTalk to develop comparable historical performance
reports for all of the current Nortel Networks'
products that are ordinarily installed in data
networks.

(e) Nortel Networks will provide DeskTalk with the materials
Nortel created under the Previous Agreement to enable DeskTalk to include these
features or functionality in future versions of DeskTalk's software products.
The materials created by Nortel Networks under the Previous Agreement, such as
TREND Report Packs, are hereby licensed in perpetuity on a royalty free basis to
DeskTalk with unrestricted rights, for any and all purposes including, but not
limited to, to incorporate these materials in their original or modified form in
present or future DeskTalk software. This license and rights are to, among other
things, enable DeskTalk to include those features, previously developed by
Nortel Networks that Nortel Networks desires to have included in the DeskTalk
software products. For example, the Asset Reports developed by Nortel Networks
may be included in future version releases of DeskTalk's TREND software product.

(f) Nortel Networks, its distributors and or End-Users, may
create unique features such as Report Packs and/or Datapipes. It is understood
that such unique features are the intellectual property of DeskTalk, but may be
Nortel Networks confidential information. Nortel Networks may provide, but is
not required to provide, this confidential information to DeskTalk upon mutually
agreeable terms.

15.2 Training for Installation
-------------------------

(a) DeskTalk will provide training, pursuant to Section 15.3, to
Nortel Networks personnel (Network Management Specialists, Sales Executives or
other appropriate technical Nortel Networks' employees) at no charge, as
designated by Nortel Networks to enable installation of evaluation and/or
production software by Nortel Networks for direct sales by Nortel Networks
worldwide). Training will be conducted at 3 Nortel Networks sites to be
designated by Nortel Networks in writing, 1 in the East Coast of the U.S., 1 in
the West Coast of the U.S., and 1 in Europe. These sessions are intended to be
"train-the-trainee". Nortel will in turn be responsible to train others within
Nortel Networks as well as Nortel Networks resellers either in the U.S. or
elsewhere, in order to provide the installation service.

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(b) All reasonable travel and lodging expenses incurred by
DeskTalk beyond the training delivered under (i) above, shall be borne by Nortel
Networks. For this, Nortel Networks shall also pay to DeskTalk, DeskTalk's
standard professional services training charge, currently at two thousand
dollars ($2,000.00) per trainer per day, including travel time.

15.3 Training Materials
------------------

DeskTalk shall provide to Nortel Networks a set of reproducible training
materials as described in Annex 6, including such materials as usually utilized
by DeskTalk when instructing its own customers (e.g. Video clips). Nortel
Networks and its Affiliates and other sales outlets may utilize any copy of
DeskTalk's training materials for performing their own training courses for
their own customers so long as all legends and copyright notices remain affixed.
DeskTalk shall provide a set of sales training materials, which DeskTalk uses to
train their sales, sales engineer, and professional services groups.

Article 16 - Patents and Copyrights
-----------------------------------

16.1 If Nortel Networks believes, or is made aware, that any of
DeskTalk's contractual, statutory, intellectual property or other rights are
being violated, it agrees to notify DeskTalk promptly and cooperate in any
investigation.

16.2 DeskTalk shall indemnify, defend and hold Nortel Networks and its
Affiliates, and any employee, officer, or director of any of the foregoing
harmless against any claims, damages, settlements or expenses (including
reasonable legal fees) arising in connection with any claim or allegation that
the use, modification, copying or distribution of the Contractual Products,
infringes any patent, copyright, trademark or other intellectual property right
of any person.

16.3 In the event the claims of a third parties results in a final
award by a court of competent jurisdiction or the use, modification, copying, or
distribution of the Contractual products is enjoined, DeskTalk shall be obliged,
at its cost, either:

(a) to acquire from the third party entitled to dispose of the
respective protective rights, the right of use required for the purposes of this
Agreement; or

(b) to replace such infringing Contractual Products or parts
thereof by non-infringing ones complying with the specifications; or

(c) if (a) and (b) are not economically feasible, to take back
such Contractual Products, the use of which is prevented due to the
infringement, and to reimburse to Nortel Networks, its Affiliates, other sales
outlets, and EndUsers refund of license fees paid to DeskTalk in connection
therewith.

16.4 DeskTalk will have no liability in case of the infringement of a
protective right, which results from modifications made by Nortel Networks to
Contractual Products, or from the combination of Contractual Products with other
products not delivered by DeskTalk. Nortel Networks agrees to defend, indemnify
and hold harmless DeskTalk against and in respect of

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any loss, damages, obligations, penalty, deficiency or liability (including,
without limitation, reasonable attorneys' fees) awarded by a court of final
jurisdiction against DeskTalk that result from (a) infringement by the DeskTalk
Products on any patent, copyrights, misappropriation of trade secrets or other
intellectual property right of any third party solely to the extent that such
claim results from a modification or alteration of the DeskTalk Products by
Nortel Networks or the marketing, distribution or use of the DeskTalk Products
in conjunction or combination with the Nortel Networks Products or products or
software not supplied by DeskTalk or (b) any warranty, condition, representation
or indemnity granted by Nortel Networks or their Distributor for the Contractual
Product in addition to or in lieu of the warranties described in this Agreement,
(c) infringement by Nortel Networks Product (or any other third party product or
technology) used in combination with the Contractual Product on any patent,
copyrights, misappropriation of trade secrets or other intellectual property
right of any third party or (d) any other act or omission of Nortel Networks in
connection with this Agreement, that gives rise to a third party action against
Desktalk. Any indemnification by Nortel Networks that results from the actions
of a Nortel Networks' Distributor shall be capped at one million dollars
($1,000,000) per incident up to a maximum of five million dollars ($5,000,000)
in the aggregate.

16.5 Nortel Networks agree, for itself and its distributors, that it
shall at all times comply with all export laws and regulations of the United
States, as such laws and regulations may exist from time to time. Nortel
Networks will indemnify and defend DeskTalk, its directors, officers and
employees from and against any claim that Nortel Networks or its distributors
exportation of the Contractual Products violate such laws, and will pay all
costs, fines, damages or fees related to claims or findings of such violations.
Any indemnification by Nortel Networks that results from the actions of a Nortel
Networks' Distributor shall be capped at one million dollars ($1,000,000) per
incident up to a maximum of five million dollars ($5,000,000) in the aggregate.

16.6 Nortel Networks acknowledges DeskTalk's representation that
DeskTalk is the owner of all right, title, and interest in and to the
Trademarks, TREND (and all variations thereof, TRENDWeb, ReportPack, DeskTalk
and Distributor agrees not to adopt or use the Trademarks in any manner
whatsoever except as expressly provided in this Agreement. Nortel Networks
agrees to use the Trademarks only to identify the Contractual Products or to
identify the authorized support and services described. Nortel Network's use of
the Trademarks shall at all times be in accordance with such styles and together
with such Trademark notices as DeskTalk may require. Nortel Networks shall not
combine the Trademarks with any other names or marks, and agrees that this
Agreement does not constitute any conveyance of any right, title or interest in
or to any Trademarks, except for the permitted uses provided herein.

Article 17 - General Indemnity
------------------------------

Each party hereto shall indemnify and save the other harmless from any
liabilities, claims or demands (including the costs, expenses and reasonable
attorney's fees on account thereof that may be made by any third party for
bodily injuries, including death, or damage to tangible property, resulting from
the negligence and/or willful misconduct of that party, its

12
<PAGE>

employees or agents in the performance of this Agreement. Each party shall
defend the other at the other's request against any such liability, claim or
demand. Each party shall notify the other promptly of written claims or demands
against such party of which the other party is responsible hereunder.

Article 18 - Limitation of Liability
------------------------------------

EXCEPT FOR THE INDEMNIFICATION PROVISIONS AS SET FORTH IN ARTICLES 16,17,18
AND THE CONFIDENTIALITY PROVISION IN ARTICLE 19, IN NO EVENT SHALL DESKTALK,
NORTEL NETWORKS, ITS AFFILIATES, OTHER SALES OUTLETS, OR END USER, OR ANY
EMPLOYEE OR AGENT OF ANY OF THE FOREGOING BE LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE
AND WHETHER ARISING IN CONTRACT, (INCLUDING FUNDAMENTAL BREACH), TORT PROVISION
SHALL NOT APPLY TO THE INFRINGEMENT OF ANY OF DESKTALK'S INTELLECTUAL PROPERTY
RIGHTS. (INCLUDING NEGLIGENCE), OR OTHERWISE. NOTWITHSTANDING, THIS PROVISION
SHALL NOT APPLY TO THE INFRINGEMENT OF ANY OF DESKTALK'S INTELLECTUAL PROPERTY
RIGHTS.

Article 19 - Confidentiality
----------------------------

19.1 Both Nortel Networks and DeskTalk undertake to keep confidential with
respect to third parties with the same degree of care with which they treat and
protect their own proprietary information (but not less than reasonable care),
the terms and conditions of this agreement, any information indicated as
confidential (including but not limited to the software and Source Code),
furnished and transmitted by one Party to the other under this Agreement. Verbal
disclosures shall be deemed confidential only if summarized in writing by the
disclosing party within thirty (30) days. Further, the Parties shall not use the
other's information for any purpose other than in furtherance of the purposes of
this Agreement. This applies both during the term of this Agreement and for a
period of five (5) years thereafter, with the exception that both Nortel
Networks and DeskTalk may disclose such information to their respective
Affiliates, agents, consultants and customers with a need to know, but solely in
furtherance of the purposes of this Agreement, and only if these third parties
agree to substantially similar confidentiality provisions. Notwithstanding, the
above, Nortel Networks shall have no rights to the Source Code, and any
information learned about the Source Code shall be kept confidential in
perpetuity.

19.2 The obligations of either Party pursuant to this Article shall not
extend to any information which:

. is known to or in the possession of the receiving Party prior to
transmission by the disclosing party without any separate obligation
of confidentiality;

. becomes available to the receiving Party, without breach of a third
party confidentiality agreement (which by its nature is reasonably
and obviously

13
<PAGE>

confidential), from a source other than the disclosing Party or is in
or passes into the public domain other than by breach of this
Agreement;

. is developed independently by the receiving Party;

. is normally disclosed to customers or disclosure of which is
authorized by the disclosing Party;

. is required to be disclosed by a governmental body, shall not be
subject to this confidentiality provision, provided, however, that the
receiving Party shall notify the disclosing Party as soon as possible
so that the disclosing Party may have an opportunity to take such
steps as it deems appropriate to seek to protect the information to be
disclosed.

Article 20 - Force Majeure
--------------------------

Neither Party to this Agreement shall be held responsible for the
performance of any obligations under this Agreement provided such performance is
hindered or prevented by any circumstances of Force Majeure which are deemed to
include war, riot, strike, lock-out, flood, or other natural catastrophes or
national or local Government regulations and provided the frustrated Party
notifies the other Party without delay, in writing, at the beginning and end of
any such circumstances. The frustrated Party shall use every endeavor to
minimize the hindrance or prevention of such fulfillment. Upon the ending of
such circumstance, the frustrated Party shall, without delay, resume the
fulfillment of its obligations including any obligations, the performance of
which was interrupted thereby.

Article 21 - Term and Termination
---------------------------------

21.1 Unless terminated earlier as provided herein, this Agreement shall
have an initial term commencing on the Effective Date and be in effect through
June 30, 2001 (the "Initial Term"). After the expiration of the Initial Term and
subject to both parties agreeing to purchase volume and pricing terms and
conditions, this Agreement may be renewed by mutual written agreement of the
parties for an additional successive twelve (12) month period (the "Term"). For
the purposes of calculating the applicable discounts that will determine the
price of the Contractual Product for the successive Term of the Agreement, all
Contractual Products and Services ordered by Nortel Networks during the Initial
Term and any successive Term will count towards determining the applicable
discount. In the event that the parties cannot agree on new terms and conditions
covering purchase volume and pricing within thirty (30) days of the end of the
Initial Term, this Agreement will expire effective June 30, 2001. Early
termination by Nortel Networks shall not relieve Nortel Networks of the
obligation to purchase a minimum of $3.75 million of Contractual Products, at
Nortel Networks' list price, by December 31, 2000. Notwithstanding the
foregoing, prepaid licenses for Contractual Products in Nortel Networks
inventory may be subject to refund if this Agreement is terminated for cause by
Nortel Networks as described in Article 21.2 below.

14
<PAGE>

21.2 This Agreement may be terminated by either party for cause and the
party not at fault will be relieved of all obligations under this agreement
immediately upon the occurrence of any of the following:

(a) Either may terminate this Agreement by delivering written notice
to the other party upon the occurrence of any of the following events: (i) a
receiver is appointed for either party or its property; (ii) either party makes
a general assignment for the benefit of its creditors; (iii) either party
commences, or has commenced against it, proceedings under any bankruptcy,
insolvency or debtor's relief law, which proceedings are not dismissed within
sixty (60) days; or (iv) either party is liquidated or dissolved.

(b) Effective September 1, 2000, Nortel Networks may terminate this
Agreement for cause and any pre-paid licenses for Contractual Products in Nortel
Networks inventory will be refunded to Nortel Networks by DeskTalk under the
following conditions after notice and a forty-five (45) day opportunity to cure:
(i) DeskTalk is in material breach of f any of the following Articles; Article
8.1 (Material changes to the Contractual Product); or Article 15 (Technical
Cooperation); or Article 16.2 (Patents); or Article 19 (Confidentiality); or
Article 23 (Favorable Pricing); or Article 21.3 (Disclosure of change in
ownership representing twenty percent (20%) or more of the equity ownership of
DeskTalk); or Article 21.4, or Article 1 0. 1 (Changing pricing without 120 days
notice and not providing the unchanged pricing for 120 days from point of first
notification).

(c) In addition, if DeskTalk terminates this agreement, prior to, the
expiration of the Initial Term or any subsequent Terms through no fault of
Nortel Networks, Nortel Networks will be entitled to a refund of any pre-paid
licenses for Contractual Products in Nortel Networks inventory.

21.3 DeskTalk agrees to promptly disclose in writing to Nortel Networks if
there is a change in ownership representing twenty percent (20%) or more of the
equity ownership of DeskTalk. DeskTalk represents that as of the Effective Date
it is not in current negotiations with any third party for the sale of twenty
percent (20%) or more of the equity ownership of Licensor.

21.4 In addition, either party may terminate this Agreement for cause
effective upon written notice to the other if the other party violates any
covenant, agreement, representation or warranty contained herein in any material
respect or defaults or fails to perform any of its obligations or agreements
hereunder in any material respect, which violation, default or failure is not
cured within forty five (45) days after notice thereof from the non-defaulting
party stating its intention to terminate this Agreement by reason thereof.

21.5 Survival of Rights and Obligations Upon Termination. License rights
expressly extending past termination, 3 ("Granting of rights"), 16 ("General
Indemnity"), 17 ("Limitation of Liability"), 19 ("Confidentiality"), 21 ("Term
and Termination") and 26 ("Miscellaneous") shall survive termination or
expiration of this Agreement.

15
<PAGE>

21.6 In the case of termination or expiration of the Agreement (i) all End
User licenses, if any, shall remain in effect, provided that and so long as such
end users are not in default of their license agreements; and (ii) DeskTalk
shall continue to provide maintenance support to Nortel Networks' customers at
DeskTalk's prevailing rates for a minimum of one (1) year after termination or
expiration.

Article 22 - Provisions after Termination of the Agreement
----------------------------------------------------------

After termination of this Agreement, DeskTalk shall continue to supply to
Nortel Networks Contractual Products according to the terms of this Agreement to
such extent as required by Nortel Networks to fulfill all commitments to Nortel
Network customers who have either issued purchase orders to Nortel Networks or
are evaluating the software and have been issued formal quotes for their
prospective purchase of the software, prior to termination of this Agreement,
but in no event to exceed six (6) months from the date of termination.

Article 23 - Favorable Pricing
------------------------------

DeskTalk will not grant another entity or company a more favorable pricing
than that offered to Nortel Networks under this Agreement for a like
transaction. Should DeskTalk provide another entity or Company with a more
favorable pricing than that offer to Nortel Networks under this Agreement for a
like transaction, Desktalk shall immediately offer Nortel Networks the same
pricing. With respect to the Enterprise business unit (or any other
nomenclature) of Cisco Systems, DeskTalk will not provide more favorable pricing
for the duration of the Initial Term of this Agreement.

Article 24 - Dispute Resolution
-------------------------------

In the event of a disagreement between the Parties arising out of or
relating to this Agreement or performance hereunder, or the breach thereof, the
Parties shall attempt to negotiate a mutually satisfactory resolution or
settlement, including escalation to progressively higher levels of each Party's
executive management as the Parties deem necessary and appropriate to achieve
resolution. Should such negotiations fail, either Party may avail itself of any
remedies available at law or equity. Each Party agrees that during such
negotiation, it will faithfully continue performance as outlined herein.

Article 25 - Substantive Law
----------------------------

All disputes shall be settled in accordance with the provisions of this
Agreement and all other agreements regarding its performance, otherwise in
accordance with the substantive law in force in California, in the county of
Santa Clara, without reference to other laws. The application of the United
Nations Convention on Contracts for the International Sale of Goods shall be
excluded.

16
<PAGE>

Article 26 - Miscellaneous
--------------------------

26.1 For the orders placed by Nortel Networks under this Agreement, no
other conditions than those specified herein shall be applicable. All changes
and amendments to this Agreement must be in writing to be valid. This
requirement of written form can only be waived in writing by specifically
stating an intent to amend this Agreement.

26.2 Communications between DeskTalk and Nortel Networks shall be given in
writing, by post or by telefax, to the following addresses of the Parties or to
such other addresses as communicated by the Party concerned in writing to the
other Party:

If to DeskTalk, to:

DeskTalk Systems, Inc.
Attn: Legal Dept.
19191 S. Vermont Ave., 9th Floor
Torrance, California 90502

If to Nortel Networks, to:

Nortel Networks NA Inc.
Attn: General Counsel
4401 Great America Parkway
Santa Clara, California 94502

26.3 No right or interest in this Agreement shall be assigned or
transferred to any third party by either DeskTalk or Nortel Networks without
first obtaining written consent from the other Party, such consent not to be
unreasonably withheld, except either party can assign this Agreement without
such consent to a third party which acquires that portion of the parties
business to which this Agreement relates, or upon any merger where the
shareholders of the company immediately preceding the merger are the same as the
shareholders immediately after the merger.

26.4 If any provision contained in this Agreement is or becomes
ineffective, or is held to be invalid by a competent authority or court having
final jurisdiction thereover, all other provisions of this Agreement shall
remain in full force and effect and there shall be substituted for the said
invalid provision a valid provision having an economic effect as similar as
possible to the original provision.

26.5 No Party shall use the name of the other in any advertising,
brochures, public relations or media release without the prior written consent
of the other.

26.6 This Agreement constitutes the entire understanding and agreement
between the Parties hereto with respect to the Contractual Products and shall
supersede and cancel all previous agreements, negotiations and commitments,
either oral or written. This Agreement

17
<PAGE>

may only be modified by an instrument in writing signed by each Party's duly
authorized signatories.

26.7 Source Code Escrow - Desktalk has placed Source Code into escrow with
SourceFile. Pursuant to an agreement between Desktalk and SourceFile, Nortel
Networks may, at its expense, become a third party beneficiary of said escrow.

26.8 The Annexes which are attached hereto and which constitute a part
hereof are:

Annex 1 Description and Specification of Contractual Products
Annex 2 Description of Documentation
Annex 3 Prices
Annex 4 Support and Maintenance Services
Annex 5 Year 2000 Warranty
Annex 6 Training Materials
Annex 7 Marketing Materials
Annex 8 OEM Vendor and Change Notification Form and Process
Annex 9 DeskTalk Master Software License Agreement

DeskTalk Systems, Inc. Nortel Networks NA Inc.

/s/ DAVID WOODALL /s/ MARK DE LA VEGA
_______________________________________ ___________________________________

Title: CEO Title: V.P. Net Mgmt.
_________________________________ _____________________________

/s/ JOSEPH FEIG /s/ TODD KIMBLE
_______________________________________ ___________________________________

Title: CFO Title: Director
_________________________________ _____________________________

18
<PAGE>

ANNEX 1

Description and Specification of Contractual Products

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

Product Name Description
------------ -----------
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
DeskTalk TREND SNMP - 1 TREND Server 1 GB which includes TRENDweb Server,
Workplace Starter Kit - 1 Standard Datapipe/SNMP,
- 1 TREND client,
- 1 TRENDweb client,
- 1 TRENDview PRO client
- 9 report pkgs, which include:
. LAN/WAN Reporting Solution
. Router Reporting Solution
. Frame Relay Reporting Solution
. Trend Database Reporting Solution
. System Reporting Solution
. Cisco Router Reporting Solution
. Bay Router Reporting Solution
. RMON Reporting Solution
. RMON2 Reporting Solution
- 1 TREND Training Class voucher
- Sybase SQL Server license
------------------------------------------------------------------------------------------------------------------------------------
DeskTalk TREND SNMP Workplace One-year Silver maintenance and support provided by
Workplace Starter Kit Maintenance DeskTalk. Mandatory and non-discountable.
Maintenance
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
DeskTalk TREND SNMP Campus - 1 TREND server 10 GB which includes TRENDweb Server,
- 1 Standard Datapipe/SNMP,
- 2 TREND clients,
- 1 TRENDweb client,
- 2 TRENDview PRO clients,
- 9 report pkgs, which include:
. LAN/WAN Reporting Solution
. Router Reporting Solution
. Frame Relay Reporting Solution
. Trend Database Reporting Solution
. System Reporting Solution
. Cisco Router Reporting Solution
. Bay Router Reporting Solution
. RMON Reporting Solution
. RMON2 Reporting Solution
- 1 TREND Training Class voucher
- Sybase SQL Server license
------------------------------------------------------------------------------------------------------------------------------------
DeskTalk TREND SNMP Campus One-year Silver maintenance and support provided by
Maintenance DeskTalk. Mandatory and non-discountable.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
DeskTalk TREND SNMP Enterprise - 1 TREND Server 40GB which includes TRENDweb Server,
- 1 Standard, datapipe/SNMP,
- 4 TREND clients,
- 1 TRENDweb client,
- 4 TRENDview PRO Clients,
- 9 report pkgs, which include:
. LAN/WAN Reporting Solution
. Router Reporting Solution
. Frame Relay Reporting Solution
. Trend Database Reporting Solution
. System Reporting Solution
. Cisco Router Reporting Solution
. Bay Router Reporting Solution
. RMON Reporting Solution
. RMON2 Reporting Solution
- 2 TREND Training Class vouchers
- Sybase SQL servicer license
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
DeskTalk TREND SNMP Enterprise One-year Silver maintenance and support provided by
Maintenance DeskTalk. Mandatory and not discountable.
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND - 1GB to 10GB Server Upgrade
SNMP Workplace Starter Kit to - 1 TREND Client
DeskTalk TREND SNMP Campus - 1 TRENDview Pro Client
- Sybase upgrade license
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND One year Silver maintenance and support provided by
SNMP Workplace Starter Kit to DeskTalk. Mandatory and not discountable.
DeskTalk TREND SNMP Campus
Maintenance
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND - 1GB to 40GB Server Upgrade
SNMP Workplace Starter Kit to - 3 TREND Clients SNMP Enterprise
DeskTalk TREND SNMP Enterprise - 3 TRENDview Pro Clients
- 1 TREND training class voucher
- Sybase upgrade license
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND One year Silver maintenance and support provided by
SNMP Workplace Starter Kit to DeskTalk. Mandatory and not discountable.
DeskTalk TREND SNMP Enterprise
Maintenance
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND - 10GB to 40GB Server Upgrade
SNMP Campus to DeskTalk TREND - 2 TREND clients
SNMP Enterprise - 1 TREND training class voucher
- Sybase upgrade license
------------------------------------------------------------------------------------------------------------------------------------
Upgrade Existing DeskTalk TREND One year Silver maintenance and support provided by
SNMP Campus to DeskTalk TREND DeskTalk. Mandatory and not discountable.
SNMP Enterprise Maintenance
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1: All of the above-listed products are to be available on tile following
------
operating systems:

. Windows NT
. Sun Solaris
. IF-UX
. IBM AIX
And to include:
. Sybase Adaptive Server

NOTE 2: DeskTalk will provide, as ordered, installation services to Nortel
------
Networks at a daily fee of two thousand dollars ($2,000.00) per day for all
products. From June 1, 2000 through August 31, 2000, all orders for the
JumpStart package (a special installation package only

4
<PAGE>

provided upon purchase of the 40GB product) will be honored by DeskTalk
worldwide. Effective September 1, 2000, the JumpStart package and any other
installation services will only be available in North America. All reasonable
travel and lodging expenses incurred by DeskTalk shall be borne by Nortel
Networks.

5
<PAGE>

ANNEX 2

Description of Documentation

Documentation for the DeskTalk TREND product consists of the following

. TREND User's Guide
. TREND Installation Guide
. TREND Report Pack Guide
. TREND Report Pack Guide Binder
. TRENDweb Guide to Viewing TREND reports
. TRENDweb Guide to Building TREND reports
. TRENDweb Installation and Administration Guide
. DeskTalk TREND Document containing those Nortel Networks devices,
agents,
OS versions supported by TREND product.

6
<PAGE>

ANNEX 3

Pricing and Payments

1. Pricing

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Product Name Description Desktalk MSRP Nortel Price
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DeskTalk TREND 1 TREND Server 1GB $ 32,450 *****
SNMP Workplace which includes
Starter Kit TRENDweb Server, 1 Formula is as Formula is as
Standard Datapipe/SNMP, follows: follows:
1 TREND client, 9 report
pkgs as listed in Annex 1, $31,010 (Package ***** ((Package
1 TRENDweb client, 1 Price) + $1440 Price) X ***** =
TREND Training Class (Training Price) ***** (Training
voucher, Sybase SQL Price)
Server license

--------------------------------------------------------------------------------------------------
DeskTalk TREND One-year Silver $ 5,192 $ 5,192
SNMP Workplace maintenance and support
Maintenance provided by DeskTalk. DeskTalk MSRP X DeskTalk MSRP X
Mandatory and 16% 16% (no discount)
non-discountable.

--------------------------------------------------------------------------------------------------
DeskTalk TREND 1 TREND Server 10GB $ 86,500 *****
SNMP Campus which includes
TRENDweb Server, 1 Formula is as Formula is as
Standard Datapipe/SNMP, follows: follows:
2 TREND client, 9 report
pkgsas listed in Annex 1, $84,000 (Package ***** ((Package
TRENDweb client, 2 Price) + $2500 Price) X ***** +
TRENDview PRO clients, (Training Price) ***** (Training
1 TREND Training Class Price)
Voucher, Sybase SQL
Server license

--------------------------------------------------------------------------------------------------
DeskTalk TREND One-year Silver $ 13,840 $ 13,840
SNMP Campus maintenance and support
Maintenance provided by DeskTalk. DeskTalk MSRP X DeskTalk MSRP X
Mandatory and 16% 16% (no discount)
non-discountable.

--------------------------------------------------------------------------------------------------
</TABLE>

__________
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DeskTalk TREND 1 TREND Server 40GB $ 189,000 *****
SNMP Enterprise which includes
TRENDweb Server, 1 4 Formula is as Formula is as
Standard Datapipe/SNMP, follows: follows:
4 TREND client, 9 report
pkgs as listed in Annex 1, $184,000 (Package ***** ((Package
1 TRENDweb client, 4 2 Price) + $5000 Price) X *****)) +
TRENDview PRO clients, (Training Price) ***** (Training
2 TREND Training Class Price)
Voucher, Sybase SQL
Server license

--------------------------------------------------------------------------------------------------
DeskTalk TREND One-year Silver $ 30,240 $ 30,240
SNMP Enterprise maintenance and support
Maintenance provided by DeskTalk. DeskTalk MSRP X DeskTalk MSRP X
Mandatory and 16% 16% (no discount)
non-discountable.

--------------------------------------------------------------------------------------------------
Upgrade Existing 1GB to 10GB Server $ 59,192 *****
DeskTalk TREND Upgrade, 1 TREND
SNMP Workplace Client, 1 TRENDview Pro Formula is as Formula is as
Starter Kit to Client, Sybase upgrade follows: follows:
DeskTalk TREND license
SNMP Campus $84,000 (10GB ***** (Upgrade
Package Price)- Price) X *****
$24,808 (1GB
Package Price X
80%)

--------------------------------------------------------------------------------------------------
Upgrade Existing One-year Silver $ 9,470.72 $ 9,470.72
DeskTalk TREND maintenance and support
SNMP Workplace provided by DeskTalk. Upgrade Price X Upgrade Price X
Starter Kit to Mandatory and 16% 16% (no discount)
DeskTalk TREND non-discountable.
SNMP Campus
Maintenance

--------------------------------------------------------------------------------------------------
Upgrade Existing 1GB to 40GB Server $ 161,692 *****
DeskTalk TREND Upgrade, 3 TREND
SNMP Workplace Clients, 3 TRENDview Formula is as Formula is as
Starter Kit to Pro Client, Sybase upgrade follows: follows:
DeskTalk TREND license and 1 TREND
SNMP Enterprise Training class voucher (($184,000 (40GB ***** ((Upgrade
Package Price) - Price) X 50%)) +
$24,808)) + $2500 ***** (Training

--------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Training Price) Price)
--------------------------------------------------------------------------------------------------
Upgrade Existing One-year Silver $25,870.72 $25,870.72
DeskTalk TREND maintenance and support
SNMP Workplace provided by DeskTalk. Total Upgrade Price Total Upgrade Price
Starter Kit to Mandatory and X 16% X 16% (no
DeskTalk TREND non-discountable. discount)
SNMP Enterprise
Maintenance

--------------------------------------------------------------------------------------------------
Upgrade Existing 10GB to 40GB Server $ 119,300 *****
DeskTalk TREND Upgrade, 2 TREND
SNMP Workplace Clients, Sybase upgrade Formula is as Formula is as
Starter Kit to license, and 1 TREND follows: follows:
DeskTalk TREND Training class voucher
SNMP Enterprise ($184,000 - ***** ((Upgrade
$67,200 (10GB Price) X *****)) +
Package Price) X ***** (Training
x 80%)) + $2500 Price)
(Training Price)

--------------------------------------------------------------------------------------------------
Upgrade Existing One-year Silver $ 19,088 $ 19,088
DeskTalk TREND maintenance and support
SNMP WEorkplace provided by DeskTalk. Total Upgrade Price Total Upgrade Price
Starter Kit to Mandatory and X 16% X 16% (no
DeskTalk TREND non-discountable. discount)
SNMP Enterprise
Maintenance

--------------------------------------------------------------------------------------------------
</TABLE>

Note 1: Nortel Price: DeskTalk is providing to Nortel Networks a *****
------
discount on the product components of the DeskTalk TREND Package Price only
(includes TREND product components, report packages, and Sybase License all as
listed above). DeskTalk TREND Training Vouchers are not discounted. All
professional services and maintenance are not discounted.

Note 2: The DeskTalk Silver Maintenance Price is 16% of the DeskTalk TREND
------
MSRP price. This price is not discountable.

Note 3: DeskTalk TREND Upgrade Price is calculated as follows:
------
DeskTalk TREND Package Price of larger GB product - (DeskTalk Package Price of
TREND product currently owned X 80%)

NOTE 4: DeskTalk will provide, as ordered, installation services to Nortel
------
Networks at a daily fee of two thousand dollars ($2,000.00) per day for all
products. From June 1. 2000 through August 31, 2000, all orders for the
JumpStart package (a special installation package only

<PAGE>

10
<PAGE>

2. Payments

Contractual Product to be Shipped
by DeskTalk to Nortel in Fiscal Year 2000

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Fiscal Quarter Q1, 2000 Q2, 2000 Q3, 2000 Q4, 2000
Upon Signature
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dollar amount of Contractual Product ***** ***** ***** *****
excluding maintenance or services,
shipped to Nortel in each quarter at
the Nortel price.
-------------------------------------------------------------------------------------------
</TABLE>

Nortel Payments per Fiscal Quarter
----------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Fiscal Quarter Q4, 1998 Q2, 2000 Q3, 2000 Q4, 2000
Upon Signature
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Respective Nortel Payments per ***** ***** ***** *****
quarter*
-------------------------------------------------------------------------------------------
</TABLE>

. These payment amounts reflect a ***** discount in the product component of
the Contractual Products.

. NOTE 1:
-------

. Nortel will purchase the product on a graduated basis, beginning in
February 2000, and distributed over the balance of the year 2000 at the
option of DeskTalk by month within each quarter but subject to
quarterly dollar amounts that both parties agree to prior to or at the
beginning of each quarter.

. NOTE 2:
-------

. The payment schedule above reflects pre-payments on product to be
shipped to Nortel.

. Process for payment and invoicing:

. For shipments beyond Year 2000, Nortel will place purchase orders
and DeskTalk will ship the product to Nortel during these periods
on standard terms.
. For Prepaid shipments, DeskTalk will forward an invoice, typically
on the day of, or within a day or two after the shipment.
. All invoices will reflect standard Nortel payment terms of Net 45
days from invoice date.

11
__________
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

. Shipments will be applied to payments on a FIFO (First In First
Out) basis, starting with the ***** payment made to DeskTalk by
Nortel in 1998.
. Nortel will provide quarterly reconciliation reports reflecting
shipments made to Nortel customers within 45 days of the end of
each quarter.

<PAGE>

ANNEX 4

Support and Maintenance Services

DeskTalk shall provide all Support Services as set forth in this Annex 4 as
required per the DeskTalk Master Software License Agreement.

DeskTalk shall provide maintenance to Nortel Networks and its direct and
reseller end-users, consisting of post-sales telephone support and product bug
fixes and upgrades excluding changes in product functionality for a period of
fifteen (15) months from the date of receipt of Contractual Products by Nortel
Networks, except that the maintenance period shall be extended to eighteen (18)
months for the period September 1, 2000 through December 31, 2000. The fee for
such maintenance shall be in accordance with DeskTalk's current list price for
Silver maintenance.

Silver maintenance shall be listed as a separate line item charge on the invoice
from DeskTalk to Nortel Networks. Nortel Networks shall invoice its customers
for Silver maintenance at this same price, either as a separate line item or
bundled with its product sale. If the Nortel Networks direct or reseller end
user wishes to purchase a longer-period maintenance contract, the user shall be
forwarded directly to DeskTalk for said purchase. Annual maintenance renewals
shall be consummated by direct purchase order from the Nortel Networks direct or
reseller end user to DeskTalk.

Although DeskTalk provides 4 (four) distinct levels of product maintenance,
Nortel Networks will only be offering I (one), of which is the Silver
Maintenance Program as described below:

The Silver Maintenance Program, DeskTalk's standard maintenance contract,
provides unlimited Technical Support via the DeskTalk Support Center. The
DeskTalk Technical Support Center handles end user calls regarding perceived
product problems. The Technical Support Center provides, among others, the
following services:

. Receipt and logging of end user problem calls, including attempted problem
classification as hardware, software or configuration issues.
. Attempted resolution of software problems by, if deemed appropriate:
1. Gathering and attempting to analyze debug information
2. Decoding of error messages and attempt to provide corrective action
based on information provided
3. Verification of software release level and providing updates of
DeskTalk products, if necessary
4. Liaison with DeskTalk Engineering, as needed for product defect
resolution.

13
<PAGE>

DeskTalk Technical Support Contacts:

- North America Support Center: 1-800-975-6645 or 1-310-630-1 01 0
- UK Support Center: +44 (0) 1628 682 600
- Internal Nortel Contact: Peter Hoemes: 310-630-1036, [email protected]
Support WebSite: www.desktalk.com
----------------
Support Email address: [email protected]
--------------------

For all other DeskTalk Product Maintenance Contracts, including Gold, Platinum,
and Diamond, Nortel Networks customers shall contact and/or purchase directly
from DeskTalk.

14
<PAGE>

ANNEX 5

YEAR 2000 WARRANTY

1. Definition of "Year 2000 Compliance"

"Year 2000 Compliance " shall mean that neither performance nor functionality is
affected by dates prior to, during and after the year 2000.

Warranty and Representation

DeskTalk warrants and represents that for so long as Nortel Networks or any end-
user has any right to use any of the Contractual Products that its Contractual
Product is "Year 2000 Compliant".

"Year 2000 Compliant" shall mean that neither performance nor functionality is
affected by dates prior to, during and after the year 2000 but before the year
203 1, and that the Contractual Products shall (i) process date and time related
data without causing any processing interruptions, abnormal terminations, or
changes in performance characteristics, and (ii) shall process and manipulate
all date and time related functions correctly.

In particular:

Rule 1. - No value for current date will cause any interruption in operation.
Rule 2. - Date-based functionality must behave consistently for dates prior to,
during and after year 2000 but before the year 203 1, including but not limited
to accepting date input, providing date output, and performing ongoing
operations on dates and portions of dates including, but not limited to,
calculating, comparing and sequencing of dates (in both forward and backward
operations spanning century boundaries).
Rule 3. - In all interfaces and data storage, the century in any date must be
specified either explicitly or by unambiguous algorithms or inferencing rules in
a disclosed, defined and predetermined manner.
Rule 4. - The Contractual Products shall correctly handle leap year calculations
(including but not limited to identification of leap years, interval
calculations, day-in-year calculations, day-of-the-week calculations, and week-
of-the-year calculations);
Rule 5. - The Contractual Products correctly store, retrieve and provide output
of all date and time data in a manner that is unambiguous as to century.

DeskTalk shall immediately notify Nortel Networks of any and all date-related
bugs, errors or deficiencies in the Contractual Products. For the purpose of
problem resolution, any such date related bugs, errors or deficiencies shall be
deemed to be bugs, errors or deficiencies of the highest priority level, and
shall be resolved according to the procedures provided for such priority level
whether or not Nortel Networks is purchasing Support Services.

15
<PAGE>

ANNEX 6

Training Materials

The following DeskTalk training class(es) are included in the Contractual
Products as described in Annex I of this Agreement:

. DeskTalk Sales Training Presentation
. DeskTalk "TREND Administrator" Training Class
. DeskTalk "Building TREND Report Solutions" Training Class

In addition to the above, DeskTalk will provide to Nortel gratis, 10 training
vouchers, for use by Nortel technical personnel (Sales Engineers, Network
Specialists, etc.)

The following DeskTalk training materials will be provided to Nortel Networks as
described in Section 14.2 of this Agreement:

. DeskTalk "TTT (Train the Trainer)" Class which substantially consists of

Nortel Train-the-Trainer Course Syllabus

DAY 1 MORNING

Course Overview

. Prerequisites
. Objectives
. Agenda

Sales Training

. Overview and Features Benefits
. Product Presentation
. Demonstration
. Customer Scenarios
. Competition

DAY 1 AFTERNOON

. Report Pack Descriptions and Review

TREND In-depth Overview

. TREND Architecture
. Process Flow

16
<PAGE>

. Data Collection
. Data Processing, Including Statistical Concepts
. Data Aging
. TREND Installed Components
. TRENDweb Installed Components

TREND Reporting Framework

. Categories of Users
. Categories of Reports
. Categories of Information
. Categories of Metrics

Operating Environment

. System Requirements
. Installation Directories
. Environment Variables
. Starting TREND processes
. Stopping TREND processes
. Scheduling TREND Processes

DAY 2 MORNING

Lab: Installation of TREND

. Install Sybase
. Install TREND
. Add Nodes
. Load 3 Report Packs

Getting Started

. Verify Installation
. Discover Devices
. Verify Collection and Rollup
. Schedule Report Generation
. Verify Scheduled Report Output
. Install Permanent License Keys

DAY 2 AFTERNOON

TRENDweb Administration

. Configuring TRENDweb
. User Administration

17
<PAGE>

. Report Library Organization
. Data Filtering

Lab: TRENDweb

. Installing a Web Server
. Installing a JRE
. Installing TRENDweb

Viewing Reports

. TRENDview Pro Reporting

. Graphical User Interface Roadmap
. Running Reports
. Working With Reports
. Working With Charts
. Exporting Data
. Printing Reports
. Generating Reports In Batch Mode
. Usage of Trend Export

Lab: Viewing Reports (Informal)

DAY 3

Creating Data Collection Tables

. Mibwalker
. Loading a new MIB
. Analyzing a new MIB
. Create a new Data Collection Table

Node Discovery and Data Collection

. Identify Devices that can be polled for your data.
. Define Polling
. Verify Data Collection

Lab: MOs and Data Collections

. Loading a MIB
. Creating a Data Collection
. Creating a Type List
. Adding Nodes to a Type
. Creating a Polling Entry

18
<PAGE>

DAY 3 AFTERNOON

Building Reports

. Report Design Guidelines
. John Rankin's White Paper
. Creating a basic report
. Previewing your report
. Adding drill down Tabbed areas
. Customizing the Report

DAY 4

Lab: Building a Report From Existing Tables

Troubleshooting TREND

. No Data From Device/Device Not Responding to Polls
. Reports Not Being Generated
. No Data Being Returned By a Query in an Ad Hoc Report
. Database Resource Problems
. X-Windowing Package Issues
. Understanding Log File Entries
. License Manager Problems

Information Needed to Call Support

. Version Numbers
. Log Files
. Database And Transaction Log Info

19
<PAGE>

ANNEX 7

Marketing Materials

Marketing Contact:

Jane Brewer, Director Marketing
Phone: 603-897-0000 x34 Email: [email protected]
--------------------

Marketing Materials:

. DeskTalk TREND Datasheets
. DeskTalk TREND Newsletters
. DeskTalk TREND Reprints
. DeskTalk TREND White Papers

20
<PAGE>

ANNEX 8

OEM VENDOR CHANGE NOTIFICATION FORM and PROCESS

1.0.0 OEM Vendor Change Notification (OVCN) Process

For the purposes of use of this document within the Nortel Networks NA
----------------------------------------------------------------------
Inc. / DeskTalk Systems, Inc. Pass-thru Reseller Agreement, all
---------------------------------------------------------------
references to "OEM Supplier" shall refer to DeskTalk Systems, Inc.
-----------------------------------------------------------------

1.1.0 Overview

An OEM Vendor Change Notification Form (OVCN) is initiated by the OEM
Supplier. It is the process by which changes to OEM products supplied
to Nortel Networks are proposed, evaluated, approved or denied.

The OEM Supplier shall submit all proposed changes and samples to the
Nortel Networks OEM coordinator and Optivity Product Manager for
review and testing.

The completed OVCN form may be e-mailed to Nortel Networks at oem
---
[email protected] and to the Optivity Product Manager,
------------------------------
Kelly Small, (email address: [email protected]).

Additionally, all supporting documentation must be shipped to the
Nortel Networks OEM Coordinator at the shipping address detailed
below, along with a copy of the original OVCN form submitted.
Questions about the OVCN process may be directed to the OEM
Coordinator. (Note: There is only one OEM Coordinator for both East
and West Coast managed OEMS)

Shipping Address: OEM Coordinator, Nortel Networks, 4401 Great America
Parkway, MS SC1-02, Santa Clara, CA 95052-8185

1.2.0 Processing the OVCN

Once the OVCN is received, the OEM Coordinator will send a letter or
e-mail acknowledging receipt of the OVCN to the OEM Supplier. This
letter/e-mail will contain the OVCN number assigned by Nortel Networks
and will reference the OEM Supplier's Internal Tracking number.

The OEM Supplier must wait for an approval letter before processing
-------------------------------------------------------------------
any of the proposed changes in the OVCN.
---------------------------------------

The OVCN will be distributed to the appropriate Nortel Networks
Contacts for review. If the OVCN is rejected, the OEM Coordinator will
send a letter or e-mail to the OEM Supplier notifying that the OVCN
has been rejected.

21
<PAGE>

If the OVCN is approved, and a Nortel Networks Engineering Change Order
(ECO) is not needed, the OEM Coordinator will send a letter or e-mail to
the OEM Supplier approving the OVCN.

If a Nortel Networks ECO is needed, the OEM ECO (Engineering Change Order)
process will start. The OEM Coordinator will send a letter or e-mail to
notify the OEM Supplier that a Nortel Networks ECO is in process and will
give the ECO number if available at that time. After the ECO is approved,
the OEM Coordinator will send another email/letter notifying the OEM
Supplier of the ECO's approval.

The date the change is effective is an agreed date between the OEM Supplier
and Nortel Networks.

22
<PAGE>

2.0.0 A GUIDE TO FILLING OUT THE OVCN FORM

Other than the OVCN Number, the rest of the fields in the OVCN Form
will be filled out by the OEM Supplier, not by Nortel Networks. Some
of the fields may not be applicable in all cases. The OVCN is a tool
for the OEM Supplier to provide as much information as is needed by
Nortel Networks to approve/reject the change and generate an ECO when
needed.

2.1.0 OVCN Number:

Nortel Networks will assign the OVCN Number after the OEM Supplier
submits the OVCN. The OEM Supplier will be notified immediately of the
OVCN Number in an e-mail/letter acknowledging receipt of the OVCN.

2.2.0 Issue Date:

The date when the OEM Supplier generates the OVCN

2.3.0 Reason For Change:

The reason why the OEM Supplier wants to initiate the change e.g.
failure, lowering of costs, unavailability of parts, software change

2.4.0 Description of Change:

A short description of what the change is

2.5.0 Order Numbers/Products Affected:

The OEM Supplier should list the Nortel Networks model numbers or
software revisions of products affected, providing Nortel Networks
order numbers where applicable

2.6.0 Part Numbers Affected:

The OEM Supplier should list their affected assembly and sub-assembly
part numbers and what the new part numbers will be. The OEM Supplier
should also list the corresponding Nortel Networks part numbers that
are affected. (The OEM Supplier should leave the Nortel Networks P/N
field blank if they do not know the Nortel Networks Part Number for an
affected OEM Part Number)

2.7.0 Attachments/Sample:

When applicable the OEM Supplier should send attachments and samples
via email/regular mail to the OEM Coordinator. Any attachment/sample
sent through regular mail should be accompanied by a hard copy of the
OVCN. A good example here is a change to the Bill of Material (BOM).

23
<PAGE>

2.8.0 Release Strategy:

How does the OEM Supplier recommend releasing the Change, e.g. Cut-in,
RMA etc.

2.9.0 Special Instructions:

Any special instructions by the OEM Supplier regarding the change.

24
<PAGE>

Desktalk Change Notification Form

<TABLE>
<CAPTION>
-----------------------------------
<S> <C>
OVCN Number (to be input by Nortel)
Issue Date:

------------------------------------------------------------------------------------------------
Requestor:
Phone:
Fax:
E-mail
Vendor's Internal Tracking Number:

------------------------------------------------------------------------------------------------
Reason for Change:

------------------------------------------------------------------------------------------------
Description of Change:

------------------------------------------------------------------------------------------------
Order Numbers/Products Affected:

------------------------------------------------------------------------------------------------
Release Strategy:

------------------------------------------------------------------------------------------------
Attachments Sample
Bill of Materials Qty sent:
To:
Date:

------------------------------------------------------------------------------------------------
Special Instructions:

------------------------------------------------------------------------------------------------
</TABLE>

25
<PAGE>

ANNEX 9

MASTER SOFTWARE LICENSE AGREEMENT

LICENSE # ____________

DESKTALK SYSTEMS, INC. MASTER SOFTWARE LICENSE AGREEMENT
(This is a license and not a sale)

DESKTALK SYSTEMS, INC. ("Licensor") is entering into this Master Software
License Agreement ("Agreement") with the following organization or individual
("Customer"):

-------------------------------------------------------------------------------

who wishes to license software products ("Software" as defined below) from
Licensor subject to the terms and conditions of this Agreement and the terms of
any Product Order ("Order" as defined below) that Customer submits to Licensor
and Licensor accepts.

1. DEFINITIONS

A. Software. Means a software program product licensed by Licensor in machine
readable form, unless otherwise specified, as well as any related
materials, including documentation that accompanies the Software licensed.

B. Anniversary Date. Means the annual recurrence of the Delivery Date of the
Software.

C. Delivery Date. Means the date Software is shipped from Licensor to
Customer.

D. Maintenance. Means the provision by Licensor, in exchange for payment by
Customer of any applicable Maintenance fees, of (i) reasonable telephone
support, (ii) any corrections, enhancements, and/or modifications to the
licensed Software which are not separately priced or marketed by Licensor,
and (iii) updated and published user documentation made generally available
to Licensor's customer base.

E. Orders. Means requests for Software submitted by Customer in a form
acceptable to Licensor. Any Orders shall expressly incorporate the terms
and conditions of this Agreement by indicating the Agreement number
assigned by Licensor, be signed by Customer and accepted by Licensor.

2. GRANT/MAINTENANCE

A. License. Upon issuance of an Order from Customer and acceptance of the
Order by Licensor, Licensor grants Customer a perpetual, non- transferable,
non-exclusive license, without the right to sub-license, to use the
Software for Customers internal business purposes only. Customer may
install and use the Software for each user and server purchased from
Licensor as indicated on the Orders. Licensor retains all title to

26
<PAGE>

the licensed copy, and all copies thereof. No title to the license copy, or
any intellectual property therein, is transferred to the Customer. Customer
shall not (i) provide Software access to any non-affiliated entity of
Customer, including, but not limited to, third-party individuals being
provided services by Customer for payment (unless such party agrees to the
terms hereof); or (ii) decompile, disassemble or otherwise reverse engineer
the Software. Customer, solely to enable it to use the Software, may make
archival copies of the Software's computer program, provided that any such
copy shall include Licensor's copyright and any other proprietary notices.
Customer shall have no other right to copy or distribute, in whole or in
part, the Software. Any copy of the Software made by Customer is the
exclusive property of the Licensor.

B. Inspection. No more than twice in any twelve month period, and upon
reasonable notice to Customer, Licensor may audit the Software in use by
Customer.

C. Maintenance. If Maintenance is purchased with the initial Order.
Maintenance for year two (2) will be due on the Anniversary Date of the
License and thereafter, shall automatically renew annually on the
Anniversary Date for an additional one (1) year term at the then current
Maintenance fees. Customer may terminate Maintenance obligations by
providing written notification to Licensor at least sixty (60) days prior
to the next Anniversary Date. Licensor may terminate its Maintenance
obligations if Customer is in breach of this license and has failed to cure
said breach after notice and an opportunity to cure, or if Licensor
terminates its Maintenance program to its customers generally, or the
Customer modifies the Software, and it is determined that the modification
has caused the malfunction.

3. LICENSE OF SYBASE SQL SERVER

A. Duty to License. Customer agrees and understands that it must purchase
appropriate Sybase SQL Server licenses in order to utilize TREND Server,
Poller, Expert Client, Reporting Client and TRENDweb (ad hoc feature)
modules.

B. Sybase Licenses Purchased with TREND. In the event that Customer chooses
to purchase Sybase Licenses from Licensor, then, and only then, the
following additional terms and conditions shall apply to this license
agreement:

(i) You may use each copy of the Sybase Object Code (and accompanying
documentation) which were ordered by you ("Programs") solely for your internal
business purposes. Each copy may be used on one Machine running the operating
system for which the license was ordered. A "Machine" is a hardware system with
any number of processors running a single copy of the operating system on which
the Programs are running. If such license is designated as a Networked License,
each copy of the Program may be accessed by any and all Seats that are licensed
to access the Program subject to the following restrictions: (i) Workplace Seats
licensed to access a particular Program may only access the Workplace level of
such Program, and (ii) Enterprise Seats licensed to access a particular Program
may access the Workplace and Enterprise levels of such Program. However, if
such license is designated

27
<PAGE>

as a Concurrent License, each copy of the Program may be accessed at any one
time by no more than the number of Seats licensed for that particular copy of
the Program. Whether a Networked License or a Concurrent License, use of other
software or hardware which reduces the number of Seats directly accessing the
Programs (sometimes called "multiplexing" or "pooling") does not reduce the
number of Seats required to be licensed, but rather the number of licensed Seats
must be equal to the number of distinct inputs to the multiplexing software or
hardware. If the license is designated as a Standalone Seat License, the copy of
the Program may only be accessed by the Machine on which it resides. A "Seat" is
a specific identifiable unique accessor of information such as a terminal, PC,
single user workstation or real time device. An "Application Deployment Seat is
a seat which can access the relevant Program solely for the purpose of running
the applications which you licensed from Licensor and extracting data on a read
only basis from the Licensor's application for use with other applications. A
license for a copy of a Program will allow you to use the indicated version or
instead any earlier version for which you already have a Primary Copy. If you
have licensed a Run-Time Program, the Program may only be used to run your
applications but it cannot be used to (i) develop or modify applications, or
(ii) perform other programming tasks. If an ODBC Driver has been licensed for a
particular operating system, then you may make and use an unlimited number of
copies of such Program running on such operating system. This license does not
entitle you to direct Sybase Maintenance. TRENDweb products are licensed as a
Run-Time Program only. TRENDweb Clients may be distributed to third parties
provided services by licensee.

(ii) The Programs may not be transferred, sold, assigned, or otherwise
conveyed (whether by operation of law or otherwise) to another party without
Sybase's prior written consent. Provided that you are entitled to maintenance
and support and are current in your payment of support fees, you may transfer a
Program to a different operating system subject to Sybase transfer policies and
payment of all applicable fees, as specified in Sybase's then current price
list. Transfer of a Program outside the country in which it was originally
delivered to you is not permitted without Sybase's prior written consent and is
subject to compliance with all applicable export restrictions. You may not use
the Programs for timesharing, rental or service bureau purposes. Results of
benchmark or other performance tests run on the Programs may not be disclosed to
any third party without Sybase's prior written consent.

4. FEES

All license fees and Maintenance fees and, if applicable, Sybase License fees
are due and payable within thirty (30) days after the invoice date. Customer
shall pay all applicable shipping charges, and sales, use, personal property, or
similar taxes, tariffs or governmental charges, exclusive of Licensor's net
income and corporate franchise taxes. Service charges of the lesser of the
maximum amount permitted by law or one and one-half percent (1-1/2%) per month
will accrue on all accounts past due by more than thirty (30) days.

5. OWNERSHIP

28
<PAGE>

A. Title. Licensor owns all proprietary rights, including patent copyright,
trade secret, trademark and other proprietary rights, in and to the
Software and any corrections, bug fixes, enhancements, updates or other
modifications, including custom modifications made by Licensor, to the
Software.

B. Transfers. Under no circumstances shall Customer sell, license, publish,
display, distribute or otherwise transfer to a third party the Software and
any copy thereof, in whole or in part, without licensor's prior written
consent. Except Customer may assign this agreement to any wholly-owned
subsidiary, or to any Successor of all or substantially all of its business
or assets.

6. CONFIDENTIAL INFORMATION

Licensor represents that the Software contains proprietary information,
including trade secrets, know-how and confidential information, and that is the
exclusive property of Licensor. During the period this Agreement is in effect
and at all times after its termination, Customer and its employees and agents
shall maintain the confidentiality of this information and not sell, license,
publish, display, distribute, disclose or otherwise make available this
information to any third party or use such information except as authorized by
this Agreement. Customer shall not disclose any such proprietary information
concerning the Software, including any flow charts, logic diagrams, user manuals
and screens, to persons not an employee of Customer without the prior written
consent of Licensor.

7. LIMITED WARRANTY AND LIMITATION OF REMEDY

A. For thirty days from the date of the initial shipment of the Software to
Customer, Licensor warrants that the Software, when used in accordance with
the Licensor's specifications therefor, will operate in all material
respects in conformity with the published manuals for that Software, and
the Software media shall be free from defects. In the event of failure to
meet the foregoing limited warranty, Customers sole remedy, at Licensor's
option, shall be replacement of the defective Software or a refund of the
license fees actually paid to Licensor for the affected Software. This
limited warranty gives Customers specific legal rights. Customer may have
other rights, which vary among states/provinces. Some states/provinces do
not allow limitation on the duration of implied warranties so the above
limitation may not apply.

B. THE WARRANTY IN THIS AGREEMENT REPLACES ALL OTHER WARRANTIES EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. LICENSOR DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES.
IN NO EVENT WILL LICENSOR'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF
LICENSOR HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. NO WARRANTY IS
MADE THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE
SOFTWARE

29
<PAGE>

FUNCTIONALITY MEETS YOUR REQUIREMENTS. CUSTOMER ACKNOWLEDGES ITS
RESPONSIBILITY TO (I) REGULARLY BACK UP DATA MAINTAINED ON ANY COMPUTER
SYSTEM USING THE PROGRAMS AND (11) ADEQUATELY TEST PRIOR TO DEPLOYMENT EACH
PRODUCTION VERSION OF THE SOFTWARE IN A CONFIGURATION WHICH REASONABLY
SIMULATES YOUR PLANNED PRODUCTION ENVIRONMENT.

C. Licensor will not be liable for any loss or damage caused by delay in
furnishing the Software or any other performance under this Agreement.

D. License Key Managed. Customer understands and acknowledges that the
Software requires a key to operate.

8. TERM AND TERMINATION

The terms of this Agreement shall continence on the date it is executed by
Licensor and shall continue in effect until terminated as provided herein. Any
License for Software may be terminated by Licensor in the event that Customer is
in default of any material terms of this Agreement provided Licensor provides
notice of the violation and Customer fails to remedy the default within thirty
days of said notice. Upon termination Customer shall return the Software to
Licensor. The provisions of Sections 4, 5, 6, 9, 10, 11 and 12 shall survive
the termination of this Agreement.

9. RESTRICTION ON EXPORT AND RE-EXPORT

Customer agrees to comply with all export and re-export restrictions and
regulations imposed by the government of the United States, Customer agrees not
to export the Software to any countries listed on Exhibit "All. Exhibit "A" may
be amended from time to time by Licensor. This section shall survive the
expiration or termination of this licensing agreement.

10. U.S. GOVERNMENT RESTRICTED RIGHTS/CIVILIAN AGENCY RESTRICTED RIGHTS

If this license is acquired under a U.S. Government contract use, duplication,
or disclosure by the U.S. Government is subject to restrictions as set forth in
DFARS 252.227-7013(c)(ii) for Department of Defense contracts and as set forth
in FAR 52.22719(a)-(d) for civilian agency contracts. Licensor reserves all
unpublished rights under the copyright laws of the United States.

11. INDEMNIFICATION

Licensor warrants that it has the right to license any Software licensed
hereunder. Licensor hereby agrees to indemnify and hold harmless Customer, its
directors, officers, employees and agents and defend any action brought against
same with respect to any claim, demand, cause of action, debt or liability,
including attorneys' fees, to the extent that it is based upon a claim that the
Software, as produced by Licensor, infringes or violates any patents,
copyrights, trade

30
<PAGE>

secrets, licenses or other property rights of any third party: provided that (i)
Customer gives prompt written notice to Licensor of any suit, and (ii) Licensor
shall have sole control of the defense of any action or claim and all
negotiations for settlement or compromise thereof Customer may elect to
participate in any such action with an attorney of its own choice and at its own
expense. In the event Customer is precluded by a court of competent jurisdiction
from using the Software as a result of the infringement by Licensor of any
patent, trademark, trade secret, or copyright of a third party, Licensor may, in
its reasonable discretion (i) obtain the right to use the Software for the
Customer, or (ii) replace or modify the Software so that it no longer infringes,
or (iii) if neither of the above is commercially reasonable then Licensor may
terminate this Agreement for the affected Software with a pro-rata refund of the
License fees paid by the Customer for the affected Software based on a useful
life of three years. If Customer does not timely notify Licensor, as required
herein, Customer's rights under this section shall terminate.

12. GENERAL PROVISIONS

A. Complete Agreement. The parties agree that this agreement is the complete
and exclusive statement of the agreement between the parties (other than
fee arrangements), which supersedes and merges all prior proposals,
understandings and all other agreements, oral or written, between the
parties relating to this agreement.

B. Amendment. This agreement may not be modified, altered or amended except
by written instrument duly executed by the authorized representatives of
each of the parties.

C. Waiver. The waiver or failure of either party to exercise in any respect
any right provided for in this agreement shall not be deemed a waiver of
any further right under this agreement.

D. Severability. If any provision of this agreement is invalid, illegal or
unenforceable under any applicable statute or rule of law, it is to that
extent to be deemed omitted. The remainder of the agreement shall be valid
and enforceable to the maximum extent possible.

E. Governing Law and Jurisdiction. This agreement and performance hereunder
shall be governed by the laws of the State of California. Customer agrees
and herewith submits to the personal jurisdiction of the California Courts.

31
<PAGE>

BY SIGNING BELOW, BOTH PARTIES REPRESENT THEY HAVE THE AUTHORITY TO ENTER INTO
THIS AGREEMENT ON BEHALF OF THE ENTITIES LISTED, AND THEY AGREE TO THE TERMS AND
CONDITIONS SET FORTH HEREIN.

LICENSOR: CUSTOMER:

DESKTALK SYSTEMS, INC. _____________________________

______________________________________ _____________________________
Date Date

______________________________________ _____________________________
Signature Signature

______________________________________ _______________________________
Print Name Print Name

______________________________________ ________________________________
Title Title

19401 S. Vermont Avenue, Suite F 100
-------------------------------------- ________________________________
Torrance, CA 90502 Address

32
<PAGE>

EXHIBIT "A"

Category 1: Countries Restricted Under Export Control Laws

Cuba

Haiti
Iran
Iraq
Libya
North Korea
Syria
Yugoslavia (limited to Serbia, Montenegro, and all territories under their
control)

Category 2: Other Prohibited Countries

Angola Mali

Benin Mongolia
Bhutan Mozambique
Bosnia & Herzegovina Netherlands Antilles
Bossau Niger
Brunei Rwanda Republic
Burma San Marino
Burundi Senegal
Cambodia Seychelles
Cape Verde Island Sierra Leone
Central African Republic Solomon Islands
Chad Republic Somalia
Congo Sri Lanka
Curacao St. Kitts-Nevis-Anguilla
Djibouri St. Vincent
Equatorial Guinea Sudan
Eitrea Surinam
Gabon Togo Republic
Guinea Tunisia
Laos Tuvalu
Liberia Mozambique Zimbabwe
Macedonia
Madagascar
Maldives