Alliance Agreement - Oracle Corp. and Tomax Corp.


                            ORACLE ALLIANCE AGREEMENT

This Oracle Alliance Agreement (the "Agreement") is between Oracle Corporation
("Oracle") and the Alliance Member identified below. The terms of this Agreement
shall apply to each Program license granted and to all services provided by
Oracle under this Agreement, which will be identified on one or more Order
Forms.

1.  DEFINITIONS

1.1 "COMMENCEMENT DATE" means the date on which the Programs are delivered by
    Oracle, or if no delivery is necessary, the Effective Date set forth on the
    relevant Order Form.

1.2 "DESIGNATED SYSTEM" shall mean the computer hardware and operating system
    designated on the relevant Order Form or Sublicense report for use in
    conjunction with a Sublicensed Program, Development License, or Marketing
    Support License.

1.3 "DOCUMENTATION" means the user guides and manuals for installation and use
    of the Program software. Documentation is provided in CD-ROM or bound form,
    whichever is generally available.

1.4 "ORDER FORM" shall mean the document in hard copy or electronic form by
    which the Alliance Member orders Program licenses, Sublicenses, and
    services, and which is agreed to by the parties. The Order Form shall
    reference the Effective Date of this Agreement.

1.5 "PROGRAM" shall mean the software in object code form distributed by Oracle
    for which the Alliance Member is granted a license or grants a Sublicense
    pursuant to this Agreement; and the media, Documentation, and Updates
    therefor.

1.6 "SUBLICENSE ADDENDA" shall mean the addenda to this Agreement specifying
    additional Sublicense terms and Sublicense rates and fees for the various
    types of Sublicenses which may be granted by the Alliance Member.

1.7 "SUBLICENSE" shall mean a nonexclusive, nontransferable right granted by or
    through the Alliance Member to an end user to use an object code copy of the
    Programs with the Value-Added Package under authority of a Sublicense
    Addendum. "Sublicensee" shall mean a third party who is granted a Sublicense
    of the Programs with the Value-Added Package for such party's own internal
    data processing purposes and not for purposes of any further distribution.

1.8 "TECHNICAL SUPPORT" means Program support provided under Oracle's policies
    in effect on the date Technical Support is ordered.

1.9 "UPDATE" shall mean a subsequent release of a Program which Oracle makes
    generally available for Program Licenses at no additional license fee other
    than media and handling charges, provided the Alliance Member has ordered
    Technical Support for such licenses for the relevant time period. Updates
    shall not include any release, option or future product which Oracle
    licenses separately.

1.10"VALUE-ADDED PACKAGE" shall mean the hardware or software products or
    services having added value which are developed, sold, and/or licensed with
    the Programs to a Sublicensee by the Alliance Member, as provided under the
    applicable Sublicense Addenda.

2.  RIGHTS GRANTED

2.1 DEVELOPMENT LICENSES AND TRIAL LICENSES

    A. Oracle grants to the Alliance Member a nonexclusive license to use the
    Development Licenses the Alliance Member obtains under this Agreement and
    applicable Sublicense Addenda, as follows:

    1. to develop or prototype the Value-Added Package on the Designated System
    or on a backup system if the Designated System is inoperative, up to any
    applicable maximum number of designated Users or other such limitation as
    may be applicable;

    2. to demonstrate the Programs to potential Sublicensees solely in
    conjunction with the Value-Added Package;

    3. to provide training and technical support to employees and to customers
    solely in conjunction with the Value-Added Package;

    4. to use the Documentation provided with the Programs in support of the
    Alliance Member's authorized use of the Programs; and

    5. to copy the Programs for archival or backup purposes; no other copies
    shall be made without Oracle's prior written consent. All titles,
    trademarks, and copyright and restricted rights notices shall be reproduced
    in such copies. All archival and backup copies of the Programs are subject
    to the terms of this Agreement.

    B. The Alliance Member may order temporary trial licenses ("Trial Licenses")
    for its evaluation purposes only, and not for development or prototype
    purposes, for use during a period specified in the Order Form. Each Order
    Form for Trial Licenses shall clearly state the trial period and shall
    identify that the order is for a Trial License.

2.2 MARKETING SUPPORT LICENSES

        Oracle grants to the Alliance Member a nonexclusive license to use the
    Marketing Support Licenses the Alliance Member obtains under this Agreement
    and applicable Sublicense Addenda, as follows:

    A. to demonstrate the Programs to potential Sublicensees solely in
    conjunction with the Value-Added Package, up to any applicable maximum
    number of designated Users or other such limitation as may be applicable;

    B. to develop customized prototypes of the Value-Added Package for
    prospective Sublicensees on the Designated System if the Alliance Member
    does not receive any fees related to the development of such customized
    prototypes;

    C. to use the Documentation provided with the Programs in support of the
    Alliance Member's authorized use of the Programs; and

    D. to copy the Programs for archival or backup purposes; no other copies
    shall be made without Oracle's prior written consent. All titles,
    trademarks, and copyright and restricted rights notices shall be reproduced
    in such copies. All archival and backup copies of the Programs are subject
    to the terms of this Agreement.

2.3 SUBLICENSING

    A. LICENSE TO SUBLICENSE PROGRAMS

        As further set forth in the applicable Sublicense Addenda, Oracle hereby
    grants the Alliance Member a nonexclusive, nontransferable license to market
    and grant

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    Sublicenses as set forth in such Sublicense Addenda and at the rates and
    fees set forth in such Sublicense Addenda. The Alliance Member shall only
    have the right to Sublicense Programs pursuant to an effective Sublicense
    Addendum between the parties hereto.

        The Alliance Member shall Sublicense the Programs through a Sublicense
    agreement, which may include an on-line version, as provided under Section
    2.3.B. Upon Oracle's request, the Alliance Member shall provide Oracle with
    a copy of the Alliance Member's standard Sublicense agreement.

    B. SUBLICENSE AGREEMENT

        Every Sublicense agreement shall include, at a minimum, contractual
    provisions which:

    1. Restrict use of the Programs to object code, subject to the restrictions
    provided under the applicable Sublicense Addenda and consistent with the
    Sublicense fees payable to Oracle;

    2. Prohibit (a) transfer of the Programs except for temporary transfer in
    the event of computer malfunction; (b) assignment, timesharing and rental of
    the Programs; and (c) title to the Programs from passing to the Sublicensee
    or any other party;

    3. Prohibit the reverse engineering, disassembly or decompilation of the
    Programs and prohibit duplication of the Programs except for a single backup
    or archival copy;

    4. Disclaim, to the extent permitted by applicable law, Oracle's liability
    for any damages, whether direct, indirect, incidental or consequential,
    arising from the use of the Programs;

    5. Require the Sublicensee, at the termination of the Sublicense, to
    discontinue use and destroy or return to the Alliance Member all copies of
    the Programs and Documentation;

    6. Prohibit publication of any results of benchmark tests run on the
    Programs;

    7. Require the Sublicensee to comply fully with all relevant export laws and
    regulations of the United States to assure that neither the Programs, nor
    any direct product thereof, are exported, directly or indirectly, in
    violation of United States law; and 8. Specify Oracle as a third party
    beneficiary of the Sublicense agreement to the extent permitted by
    applicable law.

C. MARKETING/SUBLICENSING PRACTICES

        In marketing and Sublicensing the Programs, the Alliance Member shall:

    1. Not engage in any deceptive, misleading, illegal, or unethical practices
    that may be detrimental to Oracle or to the Programs;

    2. Not make any representations, warranties, or guarantees to Sublicensees
    concerning the Programs that are inconsistent with or in addition to those
    made in this Agreement or by Oracle; and

    3. Comply with all applicable federal, state, and local laws and regulations
    in performing its duties with respect to the Programs.

2.4 LIMITATIONS ON USE

        The Alliance Member shall not use or duplicate the Programs (including
    the Documentation) for any purpose other than as specified in this Agreement
    or make the Programs available to unauthorized third parties. The Alliance
    Member shall not (a) use the Programs for its internal data processing or
    for processing customer data; (b) rent, electronically distribute, or
    timeshare the Programs or market the Programs by interactive cable or remote
    processing services or otherwise distribute the Programs other than as
    specified in this Agreement; or (c) cause or permit the reverse engineering,
    disassembly, or decompilation of the Programs, except to the extent required
    to obtain interoperability with other independently created software or as
    specified by law.

2.5 TITLE

        Oracle shall retain all title, copyright, and other proprietary rights
    in the Programs and any modifications or translations thereof. The Alliance
    Member and its Sublicensees do not acquire any rights in the Programs other
    than those specified in this Agreement.

2.6 TRANSFER OF PROGRAMS

        The Alliance Member may transfer a Development License or Marketing
    Support License within its organization upon notice to Oracle; transfers are
    subject to the terms and fees specified in Oracle's transfer policy in
    effect at the time of the transfer.

2.7 USE OF PROGRAMS BY THIRD PARTIES

        The Alliance Member and each Sublicensee (as the case may be) shall have
    the right to allow third parties to use each such party's licensed Programs
    for the licensee's operations so long as the applicable licensee ensures
    that use of the Programs is in accordance with the terms of this Agreement
    or the applicable Sublicense agreement.

3.  TECHNICAL SERVICES

3.1 TECHNICAL SUPPORT SERVICES

        Technical Support services ordered by the Alliance Member will be
    provided under Oracle's Technical Support policies in effect on the date
    Technical Support is ordered.

3.2 TRAINING SERVICES

        Oracle will provide training services agreed to by the parties under the
    terms of this Agreement. For any on-site services requested by the Alliance
    Member, the Alliance Member shall reimburse Oracle for actual, reasonable
    travel and out-of-pocket expenses incurred.

4.  FEES AND PAYMENTS

4.1 LICENSE FEES AND SUBLICENSE FEES

           The Alliance Member may order Development Licenses or Marketing
    Support Licenses at the standard Program license fees set forth in the Price
    List or at the fees otherwise provided in a Sublicense Addendum. For each
    Sublicense granted by the Alliance Member, the Alliance Member agrees to pay
    Oracle a Sublicense fee as set forth in the applicable Sublicense Addenda.
    The Alliance Member shall not be relieved of its obligation to pay
    Sublicense fees owed to Oracle by the nonpayment of such fees by the
    Sublicensee.

        The Alliance Member is free to determine unilaterally its own license
    fees to its Sublicensees. If the Alliance Member or a Sublicensee upgrades
    the Programs to a larger computer, transfers the Programs outside the United
    States and/or to another operating system, or increases the licensed number
    of Users, the Alliance Member will pay additional Sublicense fees to Oracle
    as provided under Oracle's transfer policies and rates in effect at the time
    the Program is upgraded or transferred.

4.2 TECHNICAL SUPPORT FEES

        Technical Support services ordered by the Alliance Member for
    Development Licenses and Marketing Support Licenses will be provided under
    Oracle's Technical Support policies and rates in effect on the date
    Technical Support is ordered.

4.3 GENERAL PAYMENT TERMS
        Except as otherwise provided in a Sublicense Addendum, all fees shall be
    due and payable 30 days from

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    the invoice date. Fees due by the Alliance Member shall not be subject to
    set off for any claims against Oracle. All payments made shall be in United
    States currency and shall be made without deductions based on any taxes or
    withholdings, except where such deduction is based on Oracle's gross income.
    Any amounts payable by the Alliance Member hereunder which remain unpaid
    after the due date shall be subject to a late charge equal to 1.5% per month
    from the due date until such amount is paid. The Alliance Member agrees to
    pay applicable media and shipping charges. The Alliance Member shall issue a
    purchase order, or alternative document acceptable to Oracle, on or before
    the Effective Date of the applicable Order Form.

4.4 TAXES

        The fees listed in this Agreement do not include taxes; if Oracle is
    required to pay sales, use, property, value-added, or other taxes based on
    the licenses, Sublicenses or services granted under this Agreement or on the
    Alliance Member's or a Sublicensee's use of Programs or services, then such
    taxes shall be billed to and paid by the Alliance Member. This shall not
    apply to taxes based on Oracle's income.

5.  RECORDS

5.1 RECORDS INSPECTION

        The Alliance Member shall maintain adequate books and records in
    connection with activity under this Agreement. Such records shall include,
    without limitation, executed Sublicense agreements, the information required
    in or related to the Sublicense reports required under a Sublicense
    Addendum, the number of copies of Programs used or Sublicensed by the
    Alliance Member, the computers on which the Programs are installed, and the
    number of Users using the Programs. Oracle may audit the relevant books and
    records of the Alliance Member and Alliance Member's use of the Programs.
    Any such audit shall be conducted during regular business hours at the
    Alliance Member's offices and shall not interfere unreasonably with the
    Alliance Member's business activities. If an audit reveals that the Alliance
    Member has underpaid fees to Oracle, the Alliance Member shall be invoiced
    for such underpaid fees. Audits shall be made no more than once annually.

5.2 NOTICE OF CLAIM

        The Alliance Member will notify the Oracle legal department promptly in
    writing of: (a) any claim or proceeding involving the Programs that comes to
    its attention; and (b) any material change in the management or control of
    the Alliance Member.

6.  TERM AND TERMINATION

6.1 TERM

        This Agreement shall become effective on the Effective Date and shall be
    valid until the expiration or termination of all Sublicense Addenda
    hereunder, unless terminated earlier as set forth herein. If not otherwise
    specified on the Order Form, each Program license granted under this
    Agreement shall remain in effect perpetually under the terms of this
    Agreement unless the license or this Agreement is terminated as provided in
    this Article 6. The term of each Sublicense Addendum hereunder shall be as
    set forth in each such Addendum.

6.2 TERMINATION FOR CONVENIENCE

        Each party may terminate any Program license or any Sublicense Addenda
    at any time; however, termination shall not relieve the Alliance Member's
    obligations specified in Section 6.5.

6.3 TERMINATION FOR BREACH

        Each party may terminate any Program license, any Sublicense Addenda, or
    this Agreement upon written notice if the other party materially breaches
    this Agreement and fails to correct the breach within 30 days following
    written notice specifying the breach.

6.4 FORCE MAJEURE

        Neither party shall be liable to the other for failure or delay in the
    performance of a required obligation if such failure or delay is caused by
    strike, riot, fire, flood, natural disaster, or other similar cause beyond
    such party's control, provided that such party gives prompt written notice
    of such condition and resumes its performance as soon as possible, and
    provided further that the other party may terminate this Agreement if such
    condition continues for a period of one hundred eighty (180) days.

6.5 EFFECT OF TERMINATION

        Upon expiration or termination of a Sublicense Addendum or this
    Agreement, all of the Alliance Member's rights to market and Sublicense the
    Programs as set forth in such Sublicense Addendum or this Agreement shall
    cease.

        The termination of this Agreement, a Sublicense Addendum, or any license
    shall not limit either party from pursuing any other remedies available to
    it, including injunctive relief, nor shall such termination relieve the
    Alliance Member's obligation to pay all fees that have accrued or that are
    owed by the Alliance Member under a Sublicense Addendum or any Order Form,
    or that appear in a Sublicense report. The parties' rights and obligations
    under Sections 2.4, 2.5, 2.6 and Articles 4, 5, 6, 7, and 8 shall survive
    termination of this Agreement. Upon termination, the Alliance Member shall
    cease using, and shall return or destroy, all copies of the applicable
    Programs.

7.  INDEMNITY, WARRANTIES, REMEDIES

7.1 INFRINGEMENT INDEMNITY

        Oracle will defend and indemnify the Alliance Member against a claim
    that Programs infringe a copyright or patent or other intellectual property
    right, provided that: (a) the Alliance Member notifies Oracle in writing
    within 30 days of the claim; (b) Oracle has sole control of the defense and
    all related settlement negotiations; and (c) the Alliance Member provides
    Oracle with the assistance, information and authority necessary to perform
    Oracle's obligations under this Section. Reasonable out-of-pocket expenses
    incurred by the Alliance Member in providing such assistance will be
    reimbursed by Oracle. Oracle shall have no liability for any claim of
    infringement based on use of a superseded or altered release of Programs if
    the infringement would have been avoided by the use of a current unaltered
    release of the Programs which Oracle provides to the Alliance Member.

        In the event the Programs are held or are believed by Oracle to
    infringe, Oracle shall have the option, at its expense, to (a) modify the
    Programs to be noninfringing; or (b) obtain for the Alliance Member a
    license to continue using the Programs. If it is not commercially reasonable
    to perform either of the above options, then Oracle may terminate the
    license for the infringing Programs and refund the license fees paid for
    those Programs. This Section 7.1 states Oracle's entire liability and the
    Alliance Member's exclusive remedy for infringement.

7.2 WARRANTIES AND DISCLAIMERS

    A.  PROGRAM WARRANTY

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        Oracle warrants for a period of one year from the Commencement Date
    that each unmodified Program will perform the functions described in the
    Documentation.

    B.  MEDIA WARRANTY

        Oracle warrants the tapes, diskettes or other media to be free of
    defects in materials and workmanship under normal use for 90 days from the
    Commencement Date.

    C.  SERVICES WARRANTY

        Oracle warrants that its Technical Support and training services will be
    performed consistent with generally accepted industry standards. This
    warranty shall be valid for 90 days from performance of service.

    D.  DISCLAIMERS

        THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
    WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
    MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

        ORACLE DOES NOT WARRANT THAT THE PROGRAMS WILL OPERATE IN COMBINATIONS
    OTHER THAN AS SPECIFIED IN THE DOCUMENTATION OR THAT THE OPERATION OF THE
    PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE. PRE-PRODUCTION RELEASES OF
    PROGRAMS AND COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED "AS IS."

        The Alliance Member shall not make any warranty on Oracle's behalf.

7.3 EXCLUSIVE REMEDIES

        For any breach of the warranties contained in Section 7.2 above, the
    Alliance Member's exclusive remedy, and Oracle's entire liability, shall be:

    A.  FOR PROGRAMS

        The correction of Program errors that cause breach of the warranty, or
    if Oracle is unable to make the Program operate as warranted, the Alliance
    Member shall be entitled to recover the fees paid to Oracle for the Program
    license.

    B.  FOR MEDIA

        The replacement of defective media returned within 90 days of the
Commencement Date.

    C.  FOR SERVICES

        The reperformance of the services, or if Oracle is unable to perform the
    services as warranted, the Alliance Member shall be entitled to recover the
    fees paid to Oracle for the unsatisfactory services.

7.4 INDEMNIFICATION OF ORACLE

        The Alliance Member agrees to enforce the terms of its Sublicense
    agreements required by this Agreement so as to effect a timely cure of any
    Sublicense breach, and to notify Oracle of any known breach of such terms.
    The Alliance Member will defend and indemnify Oracle against:
    
    A.  All claims and damages to Oracle arising from any use by the Alliance
    Member or its Sublicensees of any product not provided by Oracle but used in
    combination with the Programs if such claim would have been avoided by the
    exclusive use of the Programs; and

    B.  All claims and damages to Oracle caused by the Alliance Member's failure
    to include the required contractual terms set forth in Section 2.3.B hereof
    in each Sublicense agreement.

7.5 EQUITABLE RELIEF

        The Alliance Member acknowledges that any breach of its obligations with
    respect to proprietary rights of Oracle will cause Oracle irreparable injury
    for which there are inadequate remedies at law and that Oracle shall be
    entitled to equitable relief in addition to all other remedies available to
    it.

8.  GENERAL TERMS AND CONDITIONS

8.1 NONDISCLOSURE

        By virtue of this Agreement, the parties may have access to information
    that is confidential to one another ("Confidential Information").
    Confidential Information shall be limited to the Programs, the terms and
    pricing under this Agreement, and all information clearly identified as
    confidential.

        A party's Confidential Information shall not include information that:
    (a) is or becomes a part of the public domain through no act or omission of
    the other party; (b) was in the other party's lawful possession prior to the
    disclosure and had not been obtained by the other party either directly or
    indirectly from the disclosing party; (c) is lawfully disclosed to the other
    party by a third party without restriction on disclosure; or (d) is
    independently developed by the other party. The Alliance Member shall not
    disclose the results of any benchmark tests of the Programs to any third
    party without Oracle's prior written approval.

           The parties agree to hold each other's Confidential Information in
    confidence during the term of this Agreement and for a period of two years
    after termination of this Agreement. The parties agree, unless required by
    law, not to make each other's Confidential Information available in any form
    to any third party for any purpose other than the implementation of this
    Agreement. Each party agrees to take all reasonable steps to ensure that
    Confidential Information is not disclosed or distributed by its employees or
    agents in violation of the terms of this Agreement.

8.2 COPYRIGHTS

        The Programs are copyrighted by Oracle. The Alliance Member shall retain
    all Oracle copyright notices on the Programs used by the Alliance Member
    under its Development Licenses or Marketing Support Licenses. The Alliance
    Member shall include the following on all copies of the Programs in software
    Value-Added Packages incorporating the Programs distributed by the Alliance
    Member:

    A. A reproduction of Oracle's copyright notice; or

    B. A copyright notice indicating that the copyright is vested in the
    Alliance Member containing the following

    1. A "c" in a circle and the word "copyright";

    2. The Alliance Member's name;

    3. The date of copyright; and

    4. The words "All Rights Reserved."

        Such notices shall be placed on the Documentation, the sign-on screen
    for any software Value-Added Package incorporating the Programs, and the
    diskette or tape labels. Notwithstanding any copyright notice by the
    Alliance Member to the contrary, the copyright to the Program included in
    any such application package shall remain in Oracle. Other than as specified
    above, on any reproduction or translation of any Programs, Documentation, or
    promotional material, the Alliance Member agrees to reproduce Oracle's
    copyright notices intact.

8.3 TRADEMARKS

        "Oracle" and any other trademarks and service marks adopted by Oracle to
    identify the Programs and other Oracle products and services belong to
    Oracle; the Alliance Member will have no rights in such marks except as
    expressly set forth herein and as specified in writing


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     from time to time. The Alliance Member's use of Oracle's trademarks shall
     be under Oracle's trademark policies and procedures in effect from
     time-to-time. The Alliance Member agrees not to use the trademark "ORACLE,"
     or any mark beginning with the letters "Ora," or any other mark likely to
     cause confusion with the trademark "ORACLE" as any portion of the Alliance
     Member's tradename, trademark for the Alliance Member's Value-Added
     Package, trademark for any other products of the Alliance Member, or
     trademark for any portion of the Alliance Member's internet addresses or
     domain names. The Alliance Member shall have the right to use the trademark
     "ORACLE" and other Oracle trademarks solely to refer to Oracle's Programs,
     products and services.

          The Alliance Member agrees with respect to each registered trademark
     of Oracle, to include in each advertisement, brochure, or other such use of
     the trademark, the trademark symbol "circle R" and the following statement:

     ______is a registered trademark of Oracle Corporation, Redwood City,
     California

          Unless otherwise notified in writing by Oracle, the Alliance Member
     agrees, with respect to every other trademark of Oracle, to include in each
     advertisement, brochure, or other such use of the trademark, the symbol
     "TM" and the following statement:

     ______is a trademark of Oracle Corporation, Redwood City, California

          The Alliance Member shall not market the Oracle Programs in any way
     which implies that the Oracle Programs are the proprietary product of the
     Alliance Member or of any party other than Oracle. Oracle shall not have
     any liability to the Alliance Member for any claims made by third parties
     relating to the Alliance Member's use of Oracle's trademarks.

8.4  RELATIONSHIPS BETWEEN PARTIES

          In all matters relating to this Agreement, the Alliance Member will
     act as an independent contractor. The relationship between Oracle and the
     Alliance Member is that of licensor/licensee. Neither party will represent
     that it has any authority to assume or create any obligation, express or
     implied, on behalf of the other party, nor to represent the other party as
     agent, employee, franchisee, or in any other capacity. Nothing in this
     Agreement shall be construed to limit either party's right to independently
     develop or distribute software which is functionally similar to the other
     party's product, so long as proprietary information of the other party is
     not included in such software.

8.5  ASSIGNMENT

          The Alliance Member may not assign or otherwise transfer any rights
     under this Agreement without Oracle's prior written consent.

8.6  NOTICE

          All notices, including notices of address change, required to be sent
     hereunder shall be in writing and shall be deemed to have been given when
     mailed by first class mail to the first address listed in the relevant
     Order Form (if to the Alliance Member) or to the Oracle address on the
     Order Form (if to Oracle).

          To expedite order processing, the Alliance Member agrees that Oracle
     may treat documents faxed by the Alliance Member to Oracle as original
     documents; nevertheless, either party may require the other to exchange
     original signed documents.

8.7  GOVERNING LAW/JURISDICTION

          This Agreement, and all matters arising out of or relating to this
     Agreement, shall be governed by the substantive and procedural laws of the
     State of California and shall be deemed to be executed in Redwood City,
     California. The parties agree that any legal action or proceeding relating
     to this Agreement shall be instituted in any state or federal court in San
     Francisco or San Mateo County, California. Oracle and the Alliance Member
     agree to submit to the jurisdiction of, and agree that venue is proper in,
     these courts in any such legal action or proceeding.

8.8  SEVERABILITY

          In the event any provision of this Agreement is held to be invalid or
     unenforceable, the remaining provisions of this Agreement will remain in
     full force and effect.

8.9  EXPORT

          The Alliance Member agrees to comply fully with all relevant export
     laws and regulations of the United States ("Export Law") to assure that
     neither the Programs, nor any direct product thereof, are (a) exported,
     directly or indirectly, in violation of Export Laws; or (b) are intended to
     be used for any purposes prohibited by the Export Laws, including, without
     limitation, nuclear, chemical, or biological weapons proliferation.

8.10 LIMITATION OF LIABILITY

          IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
     SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
     DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN
     ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS
     BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORACLE'S LIABILITY FOR
     DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY THE
     ALLIANCE MEMBER UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM THE
     ALLIANCE MEMBER'S OR SUBLICENSEE'S USE OF THE PROGRAM OR SERVICES, SUCH
     LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE RELEVANT PROGRAM OR
     SERVICES GIVING RISE TO THE LIABILITY.

          The provisions of this Agreement allocate the risks between Oracle and
     the Alliance Member. Oracle's pricing reflects this allocation of risk and
     the limitation of liability specified herein.

8.11 FEDERAL GOVERNMENT SUBLICENSES

          If the Alliance Member grants a Sublicense to the United States
     government, the Programs, including documentation, shall be considered
     commercial computer software and the Alliance Member will place a legend,
     in addition to applicable copyright notices, on the documentation, and on
     the media label, substantially similar to the following:

                           NOTICE OF RESTRICTED RIGHTS

     "Programs delivered subject to the DOD FAR Supplement are `commercial
     computer software' and use, duplication, and disclosure of the Programs,
     including documentation, shall be subject to the licensing restrictions set
     forth in the applicable Oracle license agreement. Otherwise, Programs
     delivered subject to the Federal Acquisition Regulations are `restricted
     computer software' and use, duplication, and disclosure of the Programs,
     including documentation, shall be subject to the restrictions in FAR
     52.227-19, Commercial Computer Software-Restricted

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     Rights (June 1987). Oracle Corporation, 500 Oracle Parkway, Redwood City,
     CA 94065."

8.12 GPL PROGRAMS

          Oracle and Alliance Member each acknowledge that distribution and use
     of certain programs ("GPL Programs") are subject to the terms of the GNU
     General Public License ("GPL"). Under this Agreement, Oracle grants
     Alliance Member the right to market and grant sublicenses of the Oracle
     Programs only as an "independent and separate work" and not as "part of a
     whole" with any GPL Program as such terms are used in the GPL. Alliance
     Member shall not modify or combine the Oracle Programs and/or the GPL
     programs in any manner that could cause, or could be interpreted or
     asserted to cause, the Oracle Programs or any modifications thereto to
     become subject to the terms of the GPL.

8.13 WAIVER

          The waiver by either party of any default or breach of this Agreement
     shall not constitute a waiver of any other or subsequent default or breach.
     Except for actions for non-payment or breach of Oracle's proprietary rights
     in the Programs, no action, regardless of form, arising out of this
     Agreement may be brought by either party more than two years after the
     cause of action has accrued.

8.14 ENTIRE AGREEMENT

          This Agreement constitutes the complete agreement between the parties
     and supersedes all prior or contemporaneous agreements or representations,
     written or oral, concerning the subject matter of this Agreement. This
     Agreement may not be modified or amended except in a writing signed by a
     duly authorized representative of each party; no other act, document, usage
     or custom shall be deemed to amend or modify this Agreement.

          It is expressly agreed that the terms of this Agreement and any Order
     Form shall supersede the terms in any Alliance Member purchase order or
     other ordering document


The Effective Date of this Agreement shall be  July 13, 2000
                                               -------------




                                                
EXECUTED BY THE ALLIANCE MEMBER:
                                                   EXECUTED BY ORACLE CORPORATION:
-------------------------------------


Authorized Signature:   /s/ Eric Olafson           Authorized Signature:        /s/ Matt Mosman
                     -----------------------                            --------------------------------


Name:   Eric Olafson                               Name:    Matt Mosman
     ---------------------------------------            ------------------------------------------------


Title:  CEO and President                          Title:  Senior Vice President, Corporate Development
      --------------------------------------             -----------------------------------------------


Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(650) 506-7000
Oracle is a registered trademark of Oracle Corporation. 1-00

                                       6
   7
                      CERTIFIED ADVANTAGE PROGRAM ADDENDUM

This Certified Advantage Program Addendum (this "Addendum") is made by and
between Oracle Corporation ("Oracle"), with its principal place of business at
500 Oracle Parkway, Redwood City, California 94065, and Tomax Corporation (the
"Alliance Member"), with its principal place of business at 205 N. 400 W. Salt
Lake City, UT 84103 and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle (the "Agreement") and the terms
set forth below. In the event of conflict between this Addendum and the
Agreement, the provisions of this Addendum shall control. This Addendum is
effective as of July 13, 2000 (the "Effective Date").

ARTICLE I -- DEFINITIONS

1.1  ALLIANCE MEMBER
     "Alliance Member" shall mean the company named in the first paragraph of
     this Addendum and any other corporation, partnership, firm, association or
     any other person in which the Alliance Member, directly or indirectly,
     holds a fifty percent (50%) or more ownership interest.

1.2  ALLIANCE MEMBER PROGRAMS
     "Alliance Member Programs" shall mean the computer software, interfaces and
     integration points marketed and/or distributed by Alliance Member for use
     in connection with the Oracle Programs; the installation guides, user
     guides and manuals for use of such software ("Documentation"); and the
     Alliance Member's Updates. The products comprising the Alliance Member
     Programs are listed and described in Exhibit A (Alliance Member Programs).
     "Alliance Member Programs" shall mean only the Object Materials for such
     programs (not Source Materials) unless otherwise expressly specified.

1.3  CUSTOMER
     "Customer" shall mean an end-user to whom Oracle has granted a license for
     an Oracle Program, or to whom the Alliance Member has granted a license for
     an Alliance Member Program, pursuant to the terms of this Addendum.

1.4  DISTRIBUTOR
     "Distributor" shall mean, under the terms of this Addendum: (a) for Oracle,
     a third party that is appointed by Oracle or its Distributor to market and
     sublicense the Oracle Programs, or (b) for Alliance Member, a third party
     that is appointed by the Alliance Member or its Distributor to market and
     sublicense the Alliance Member Programs. The term "Distributor" shall
     include, but not be limited to, resellers, original equipment
     manufacturers, value added relicensors, dealers, agents, and
     subdistributors.

1.5  INTELLECTUAL PROPERTY RIGHTS
     "Intellectual Property Rights" shall mean patent rights, copyright rights,
     trade secret rights, and any other intellectual property rights recognized
     by the law of each applicable jurisdiction.

1.6  OBJECT MATERIALS
     "Object Materials" shall mean materials, in machine-readable form,
     necessary to run the Oracle Programs, the Alliance Member Programs or other
     products of the Alliance Member including computer programming code,
     substantially or entirely in binary form, which is directly executable by a
     computer after suitable processing but without the intervening steps of
     compilation or assembly, and all help, message, and overlay files.

1.7  ORACLE
     "Oracle" shall mean Oracle; any other corporation, partnership, firm,
     association or any other person in which Oracle, directly or indirectly,
     holds a fifty percent (50%) or more ownership interest; and any entity
     which is the exclusive distributor of Oracle programs within a country.

                                                                         Page: 1

   8
1.8     ORACLE PROGRAMS

        "Oracle Programs" shall mean the following computer programs owned or
        distributed by Oracle for use with the Alliance Member Programs that are
        available in production release and listed in Oracle's Price List for
        use on the applicable computer/operating system combinations; the
        installation guides, user guides and manuals for use of such software
        ("Documentation"); and Oracle's Updates: Oracle Accounts Payable, Oracle
        Accounts Receivable, Oracle General Ledger, Oracle Inventory, Oracle
        Order Management, Oracle Exchange and Oracle Workflow. "Oracle Programs"
        shall mean only the Object Materials for such programs (not Source
        Materials) unless otherwise expressly specified. The parties may add
        additional Oracle products to the above list upon mutual written
        agreement.

1.9     SOURCE MATERIALS

        "Source Materials" shall mean the source code from which Object
        Materials, as applicable, are compiled, including without limitation the
        following: fully commented source code; internal system documentation;
        design documentation; data models; help materials; tutorial programs;
        and appropriate debug code. Each of the foregoing items shall include
        the applicable materials in electronic and hard-copy form, whether
        created by or for a party hereto.

1.10    TARGET MARKET

        "Target Market" shall mean the NAICS codes listed in the attached 
        Exhibit B.

1.11    TECHNICAL SUPPORT

        "Technical Support" shall mean support, maintenance and enhancements for
        an Oracle Program or an Alliance Member Program provided under Oracle's
        or the Alliance Member's policies, as applicable, in effect on the date
        Technical Support is ordered.

1.12    TERRITORY

        "Territory" shall mean the world.

1.13    UPDATES

        "Updates" shall mean a subsequent release of an Oracle Program or an
        Alliance Member Program which is generally made available for Supported
        Licenses at no additional charge, other than media and handling charges.
        Updates shall not include any release, option or future product which
        Oracle or the Alliance Member licenses separately and/or for which
        Oracle or the Alliance Member charges. "Supported License" shall mean a
        license for an Oracle Program or an Alliance Member Program for which
        the licensee has ordered Technical Support for the relevant time period.

ARTICLE II -- STRATEGIC ALLIANCE TERMS

2.1     BUSINESS PLAN

        Within thirty (30) calendar days after the Effective Date, the parties
        shall agree in writing on a business plan for cooperative marketing and
        sales of the Oracle Programs and the Alliance Member Programs ("Business
        Plan"). The Business Plan shall include, but shall not be limited to,
        the following plans: marketing, sales, development and technical
        support. The Sales Plan portion of the Business Plan shall include the
        provisions specified in Section 2.4.1 below. The Marketing Plan portion
        of the Business Plan shall include provisions specifying responsibility
        for each identified activity and expense (e.g., Oracle's responsibility,
        the Alliance Member's responsibility, or joint responsibility). In
        addition the Marketing Plan portion of the Business Plan shall include
        provisions for Oracle and the Alliance Member to share equally all
        marketing expenditures, including expenditures for trade shows,
        collateral, seminars, and other matters set forth in the Marketing Plan
        portion of the Business Plan. The parties shall mutually create the
        Business Plan. The parties' initial persons responsible for creation of
        the Business Plan are ______ for the Alliance Member and Lorrie Moriuchi
        for Oracle. The parties shall update the Business Plan within six months
        after the creation of the initial Business Plan and the parties shall
        thereafter update it as least every six months during the Term of this
        Addendum. Except (a) as otherwise agreed in this Addendum or (b) as
        specified, agreed to by the parties and budgeted for in the Business
        Plan, neither party shall have any

                                                                         Page: 2
   9


obligation to market the other's products or any product containing the other's
products, and each party shall have full freedom and flexibility in the design
and implementation of its marketing efforts, and may discontinue any marketing
efforts at any time.

2.2   RELATIONSHIP MANAGEMENT

      2.2.1  Management Meetings. The parties will delegate appropriate
             representatives of each party to meet at least every six months (or
             more often, if the parties agree) during the Term of this Addendum
             to discuss relationship management issues.

      2.2.2  Relationship Representative. The alliance Member shall designate at
             least one employee who shall have as one of the employee's primary
             responsibilities the support of the Alliance Member's relationship
             with Oracle. Oracle shall designate at least one employee from the
             Oracle alliances organization ("Oracle Alliances Representative")
             who shall have as one of the employee's primary responsibilities
             the support of Oracle's relationship with the Alliance Member.
             These designated persons shall participate in conference calls or
             meetings at least every two weeks to discuss relationship
             management issues.

2.3   PREFERRED RELATIONSHIP, NONEXCLUSIVITY

      2.3.1  Preferred Relationship. During the Term of this Addendum, the
             Alliance Member shall be Oracle's "preferred partner" for in-store
             retail application programs within the Target Market. During the
             Term of this Addendum, Oracle shall be the Alliance Member's
             "preferred partner" for database technology and enterprise
             application programs. The benefits of "preferred partner" status
             for each party are as specified below.  

             a. "Preferred Partner" Benefits - Oracle. Oracle shall have the
                right to promote the Alliance Member Programs to any customer or
                prospective customer. The Alliance Member shall, at the Alliance
                Member's discretion, share leads with Oracle. If either the
                Alliance Member relationship representative or a member of
                Alliance Member's board of directors (each, an "Alliance Member
                Representative") becomes aware that an Alliance Member
                salesperson is actively promoting a third party's application
                program to a customer in the Target Market, which application
                program is substantially similar to an Oracle Program, then the
                Alliance Member Representative will notify Oracle and will give
                Oracle the opportunity to propose the Oracle Programs to such
                customer(s). Notwithstanding the foregoing, the above procedure
                shall not be applicable to situations where a third party is the
                lead in the sales to a particular customer.

             b. "Preferred Partner" Benefits - The Alliance Member. The Alliance
                Member shall have the right to promote Oracle Programs to any
                customer or prospective customer. Oracle shall, at Oracle's
                discretion, share leads with the Alliance Member. If either the
                Oracle Alliances Representative or a member of Alliance Member's
                board of directors that represents Oracle (each, an "Oracle
                Representative") becomes aware that an Oracle salesperson is
                actively promoting a third party's in-store retail application
                to a customer in the Target Market, which retail application is
                substantially similar to an Alliance Member Program, then the
                Oracle Representative will notify the Alliance Member and will
                give the Alliance Member the opportunity to propose the Alliance
                Member Programs to such customer(s). Notwithstanding the
                foregoing, the above procedure shall not be applicable to
                situations where a third party is the lead in the sales to a
                particular customer.

      2.3.2  Nonexclusivity. Notwithstanding the foregoing, the parties agree
             that their relationship is nonexclusive and each party shall have
             the right to promote other third party programs to fit customer
             requirements/desires. The parties shall, however, work together to
             determine if and how they may include third party programs in the
             parties' marketing efforts.

                                                                         Page: 3
   10
2.4  SALES MANAGEMENT

     2.4.1  Sales Support.

            a.  Each party shall provide pre-sales support for its own products.

            b.  The parties shall determine a sales qualification process and
                shall define the responsibilities of each party with respect to
                sales support. The sales qualification process and the parties'
                sales support activities shall be specified in the Sales Plan
                portion of the Business Plan.

     2.4.2  Monthly Sales Reports. At least every month, Oracle and the Alliance
            Member shall each provide a written report to the other specifying:

            a.  Sales Pipeline. All pending or prospective Alliance Member
                Program sales in the Target Market in connection with Oracle
                Program licenses in the 90-day pipeline, including the names of
                the prospective customers, the products and the anticipated
                dollar amounts of the sales. The parties may use this
                information to work together to create a sales plan for the
                applicable prospective customers.

            b.  Existing Customer Status. The status of all existing Alliance
                Member Program licensee accounts in connection with Oracle
                Programs for which the reporting party is the primary contact,
                including referenceability of the accounts and status of
                Alliance Member Program implementations.

            c.  Deal Completion Report. All orders for Alliance Member Program
                licenses signed during the applicable time period. The Alliance
                Member will use commercially reasonable efforts to provide such
                report within five (5) days after the end of each applicable
                time period. The contents of such reports will be mutually
                agreed to by the parties.

            d.  The Oracle and Alliance Member sales operations managers shall
                meet to review such sales reports. Notwithstanding any of the
                foregoing, the parties shall have no obligation to provide to
                the other party as part of any report described above any
                information or leads that may not be provided due to
                confidentiality obligations to which the providing party is
                subject nor any information or leads that have been provided to
                a party from a third party. Each party agrees that it shall work
                together with the other party to coordinate sales activities on
                leads originating with the other party.

     2.4.3  Price List. Within thirty (30) days of the Effective Date, the
            Alliance Member shall provide to Oracle a copy of its price list for
            the Alliance Member Programs. The Alliance Member shall have the
            right to update its price list at its discretion. Within ten (10)
            days of the Alliance Member's release of each new Alliance Member
            price list, the Alliance Member shall provide to Oracle copies of
            updated price list and/or shall provide Oracle with access to a web
            site where Oracle may locate such information.

     2.4.4  Sales Force Compensation. Oracle will provide compensation for the
            Alliance Member Programs to Oracle's sales representatives in order
            to create incentives for the promotion of the Alliance Member
            Programs as provided in this Addendum. Oracle will provide
            compensation to its sales representatives for the foregoing in an
            amount commensurate with Oracle's compensation for similar
            relationships with other members of Oracle's Certified Advantage
            Program. Oracle shall have full discretion to set and revise such
            compensation plans.

2.5  DISPUTE RESOLUTION

     In the event of a dispute between the parties concerning the subject matter
     of this Addendum, the matter shall be referred to the applicable functional
     relationship manager (e.g., sales operations, development, technical
     support) who shall meet for the purpose of endeavoring to resolve such
     dispute or negotiate for an adjustment to the applicable provision. If they
     cannot resolve the dispute to the parties' mutual satisfaction within 30
     days after the dispute has been referred to them, then they shall refer the
     matter to each party's applicable executive sponsor. No formal proceedings
     for judicial resolution of such dispute, except for the seeking of
     equitable relief, may begin until the dispute resolution procedure has been
     elevated to the parties' executive sponsors, and such persons in good faith
     conclude, after a good faith attempt to resolve the dispute, that amicable
     resolution through continued negotiation does not appear likely.

                                                                         Page: 4

   11
ARTICLE III -- DELIVERY

3.1     DELIVERY PLAN

        The Alliance Member shall focus on building a set of products that are
        complementary to the Oracle Programs. The Alliance Member shall update
        Oracle on at least a quarterly basis on the Alliance Member's delivery
        and development plans with respect to the Alliance Member Programs
        (e.g., the release schedule of the Alliance Member Programs and
        schedules for execution of the delivery plan). Such information shall be
        subject to the provisions of the Nondisclosure provision of the
        Agreement. Attached hereto as Exhibit C is the first of such plans.

3.2     DELIVERY RESPONSIBILITIES

        3.2.1   Delivery-Related Costs. Each party shall bear all costs incurred
                by it in the course of performing under this Addendum, except as
                otherwise expressly specified herein or in another document
                signed by the parties.

        3.2.2   Alliance Member Responsibilities. The Alliance Member shall:

                a.  Be responsible for ongoing development of the Alliance
                    Member Programs and integration of the Alliance Member
                    Programs with the Oracle Programs, including providing
                    resources therefor, and with input from Oracle as
                    applicable.

                b.  At its own cost perform integration of the Alliance Member
                    Programs to the Oracle Programs. The Alliance Member shall
                    make upgraded releases of the Alliance Member Programs
                    compatible with releases of the Oracle Programs commercially
                    available within one hundred and twenty (120) days after
                    first commercial availability of such upgraded release of
                    the Alliance Member Program. In addition, the Alliance
                    Member shall integrate the Alliance Member Programs with
                    upgraded releases of the Oracle Programs and make such
                    commercially available within one hundred and twenty (120)
                    days after commercial availability of the applicable Oracle
                    Program releases (excluding Oracle Program releases
                    consisting solely of patches and fixes).

                c.  The Alliance Member will support (and migrate to, as
                    necessary) the latest release of any Oracle Program embedded
                    in its Program each time that the Alliance Member makes a
                    new release of its Program generally available.
                    Notwithstanding the foregoing, Oracle acknowledges that the
                    Alliance Member may not be able to support (and migrate to,
                    as necessary) the latest release of any Oracle Program
                    embedded in its Program each time that the Alliance Member
                    makes a new release of its Program generally available, but
                    that the Alliance Member will make all reasonable efforts to
                    do so.

        3.2.3   Oracle responsibilities. Oracle may contribute to the Alliance
                Member's strategies on Target Markets, languages and
                localizations, major product features, and integration with the
                Oracle Programs. The Alliance Member shall have full discretion
                to make decisions with respect to the Alliance Member Programs,
                however.

3.3     UPGRADES AND RELEASE MANAGEMENT

        3.3.1   Mutual Responsibilities.

                a.  Oracle and the Alliance Member shall establish a customer
                    issue resolution process which shall include, at a minimum,
                    ensuring that a senior level engineer and a senior level
                    functional person from the Alliance Member is available via
                    pager during any two to four day period when Customers are
                    going live with the Alliance Member Programs that have
                    integration with the Oracle Programs.

                b.  Each party shall provide upgrade paths and/or tools to move
                    from existing releases to each successive release (including
                    all ports and translations) that is designated in the
                    delivery plan.

3.4     COOPERATIVE APPLICATIONS INITIATIVE ("CAI") INTEGRATION

        3.4.1   The Alliance Member shall complete the CAI integration to Oracle
                Accounts Payable, Oracle Accounts Receivable, and Oracle General
                Ledger on which it is currently working by May 31, 2000, as
                certified by Veritest and at the Alliance Member's expense.


                                                                         Page: 5

   12

     3.4.2   The Alliance Member shall migrate by March 31, 2001 all integration
             with Oracle Programs to a message-based architecture using
             Oracle's OA1 product.

     3.4.3   The Alliance Member shall by March 31, 2001 integrate the Alliance
             Member Programs with the following Oracle Programs: Oracle
             Inventory and Oracle Order Management. The parties may add more
             Oracle Programs to such list upon mutual agreement.

     3.4.4   The Alliance Member shall at its own expense develop integration
             with any new Oracle retail BIS system and with the Oracle Exchange
             Platform at a schedule to be agreed upon between the parties. The
             schedule(s) may be changed upon mutual written agreement of the
             parties.

3.5  PRODUCT CONVERSION
     3.5.1   The Alliance Member shall re-architect and re-develop its
             Domino-based "extranet" product to appropriate Oracle-based
             technologies, primarily Oracle Workflow, by June 30, 2001 or as
             soon as otherwise commercially and technically practicable.

     3.5.2   The Alliance Member shall deploy its HeurisTec Labor Scheduling
             solution using appropriate Oracle-based technologies by December
             31, 2000.

3.6  STANDARDS
     3.6.1   The Alliance Member shall adhere to mutually agreed quality
             assurance (QA) practices and standards.

     3.6.2   The Alliance Member shall evaluate and then adopt and/or
             incorporate Oracle's development standards for Schema, PL/SQL and
             Java API development, Forms, HTML and DHTML and other areas in the
             Alliance Member's next major release of each Alliance Member
             Program to the extent it is technically and commercially reasonable
             to do so. The Alliance Member shall have full discretion to set its
             own development standards.

3.7  BENCHMARKS
     The Alliance Member shall fund, run and complete a performance benchmark
     for its Retail.net product within the first six months after the Effective
     Date. This benchmark must support transaction volumes for a Tier 1 retailer
     ($5-10 billion in annual sales) and an appropriate number of concurrent
     users. The Alliance Member and Oracle will jointly develop the criteria for
     performance and concurrent usage targets for a Tier 1 retailer within 30
     days of the Effective Date.

ARTICLE IV -- LICENSES GRANTED
------------------------------

4.1  LICENSE TO ALLIANCE MEMBER
     Oracle shall license the Oracle "core technology" products (as such term is
     defined on the Oracle alliances website) to the Alliance Member for two
     locations (the "Initial Sites") for the purposes of marketing support and
     enabling the Alliance Member to perform its technical support and
     integration responsibilities under this Addendum under the terms of the
     Agreement. For any sites in addition to the Initial Sites, the Alliance
     Member shall pay the fees to Oracle specified on the Oracle alliances
     website. For the one year period commencing with the Effective Date of this
     Agreement and for the Initial Sites combined (and not for each Initial
     Site), Oracle grants to the Alliance Member at no charge licenses for four
     (4) "technology tracks" of "core technology" (as such terms are defined on
     the Oracle alliances website) for the purposes described above in the
     following amounts: 30 named users with Technical Support by Oracle at a
     silver level per technology track and 300 named users with no Technical
     Support from Oracle per technology track. The Alliance Member shall at its
     discretion allocate such total of 300 users across the Initial Sites. On
     the date one year from the Effective Date and provided that the Alliance
     Member meets the then applicable Oracle Certified Advantage Program
     requirements, the license to the Alliance Member specified in the previous
     sentence shall be extended for the Alliance Member for an additional one
     year period at no additional charge. On the date two years from the
     Effective Date and provided that the Alliance Member meets the then
     applicable Oracle Certified Advantage Program requirements, the license to
     the Alliance Member specified in the previous sentence shall be extended
     for the Alliance Member for an additional one year period at no additional
     charge.


                                                                        Page: 6

   13
4.2  DEMONSTRATION LICENSE TO ORACLE
     The Alliance Member shall deliver to Oracle promptly after the Effective 
     Date, or make available at an Alliance Member website, a complete copy of 
     the Object Materials and Documentation for the Alliance Member Programs to 
     be used by Oracle in accordance with the terms and conditions of this 
     Addendum. The Alliance Member shall use commercially reasonable efforts to 
     deliver to Oracle a complete copy of any Update of an Alliance Member 
     Program, including a complete set of the Object Materials and 
     Documentation for such Update, thirty (30) days after any production 
     release to a third party of such Update. The Alliance Member grants to 
     Oracle a worldwide, royalty-free, non-exclusive, nontransferable right and 
     license to execute, copy, reproduce, display, perform, or otherwise use, 
     the Object Materials for the purposes of enabling Oracle to perform 
     demonstrations (and allowing its Distributors to demonstrate) the Alliance 
     Member Programs in conjunction with sales presentations for the Oracle 
     Programs.

4.3  LICENSING
     Each party shall license its respective programs to Customers pursuant to 
     each party's respective license agreements.

4.4  TRADEMARKS
     Alliance Member hereby grants to Oracle and its Distributors a 
     nonexclusive, fully paid-up license to use in connection with marketing 
     for the Alliance Member Programs the product names and trademarks used by 
     Alliance Member to identify the Alliance Member Programs. Subject to the 
     foregoing, all uses by Oracle of the Alliance Member's trademarks shall be 
     in accordance with the Alliance Member trademark guidelines in Exhibit D 
     hereto.

4.5  ARCHIVAL COPIES; NO REVERSE ENGINEERING
     Each party shall have the right to copy for archival or backup purposes 
     the software licensed to it under this Article IV; no other copies shall 
     be made without the licensing party's prior written consent, except as 
     expressly authorized herein. All titles, trademarks, and copyright and 
     restricted rights notices shall be reproduced in such copies. All archival 
     and backup copies of the software are subject to the terms of this 
     Addendum. Neither party shall cause or permit the reverse engineering, 
     disassembly or decompilation of any Object Materials licensed or 
     sublicensed to it by the other party under this Addendum.

4.6  OWNERSHIP
     The Alliance Member shall retain all right, title and interest to the 
     Intellectual Property Rights in the Alliance Member Programs. Oracle shall 
     retain all right, title and interest to the Intellectual Property Rights 
     in the Oracle Program.

ARTICLE V -- FEES

5.1  SALES SUPPORT FEES
     5.1.1  Amount of Sales Support Fees Payable.
            a.  Subject to the provisions of Section 5.1.2 below, for so long as
                the Alliance Member is Oracle's "preferred partner" (as
                described in Section 2.3.1 above) but for no longer than the
                Term of this Addendum, for each license by the Alliance Member
                or its Distributor of an Alliance Member product (including but
                not limited to the Alliance Member Programs), the Alliance
                Member shall pay to Oracle a Sales Support Fee equal to [*] of
                the Net Customer License Fees (as defined below) payable to the
                Alliance Member by Customers and by Distributors for such
                license.

            b.  Definition of the Net Customer License Fees. "Net Customer 
                License Fees" shall mean license fees payable to the Alliance 
                Member by Customers and by Distributors for licenses of 
                Alliance Member products, net of sales, use or other taxes paid.

            c.  Adjustment of Sales Support Fees Payable. After the 
                date eighteen (18) months from the Effective Date (the 
                "Adjustment Date"), the parties shall review the amount of the 
                Sales Support Fee (the "Original Fee") and upon mutual 
                agreement may make a one-time adjustment in the amount up or 
                down based upon factors to be agreed to by the parties,

                                                                         Page: 7
   14
               including but not limited to the level of impact that Oracle has
               had on sales of the Alliance Member's products. The Alliance
               Member shall continue to pay Oracle the Original Fee with respect
               to all deals in the pipeline on the Adjustment Date that close
               within three (3) months from the Adjustment Date.

     5.1.2  Exceptions.

        a.     Three Month Exception. During the period beginning with the
               Effective Date and ending three (3) months from the Effective
               Date (the "Exception Period"), Oracle shall not receive any Sales
               Support Fees with respect to transactions with any entities
               listed on Exhibit E (Three Month Exception List).

        b.     Excepted Entities. Oracle shall not receive any Sales Support
               Fees with respect to transactions with any entities listed on
               Exhibit F (Excepted Entities List).

        c.     Excepted Products. Oracle shall not receive any Sales Support
               Fees with respect to licenses for Alliance Member products that
               have not been ported to Oracle. After an Alliance Member product
               has been ported to Oracle, then Oracle shall receive Sales
               Support Fees for licenses of that product regardless of the
               version of the Alliance Member product that is licensed in the
               applicable transaction (e.g., Oracle shall receive Sales Support
               Fees for versions of the Alliance Member product that are not run
               on Oracle); provided, however that with respect to the Alliance
               Member's EXS product, Oracle shall only receive Sales Support
               Fees for the version of the EXS product which runs on Oracle.

5.2     THIRD PARTY MATERIALS 

        Each party shall have sole responsibility for payment of all royalties
        and other charges with respect to third party materials included in its
        software and documentation.  

5.3     PAYMENT 

        All fees payable by the Alliance Member and which are described
        in this Article V shall be due and payable monthly in arrears, within
        ten (10) days after the end of the month in which the applicable net
        fees were received by the Alliance Member.

5.4     REPORTING 

        Within thirty (30) days of the last day of each month, the Alliance
        Member shall send to Oracle a report detailing, for that month, the
        applicable fees due to Oracle under this Addendum as a result of the
        Alliance Member's activities pursuant to the terms of this Addendum.

5.5     RECORDS; AUDIT 

        The Alliance Member shall keep accurate books of account and records
        pertaining to its activities and revenues from its Distributors under
        the terms of this Addendum. No more than once during any twelve (12)
        month period, Oracle may, at its sole expense, employ an independent
        Certified Public Accountant who is not compensated based on the results
        of the audit, and who is acceptable to the Alliance Member, to inspect
        such books of account and records upon reasonable notice to the Alliance
        Member, and at a reasonable time during normal business hours for the
        purpose of verifying the applicable fees payable pursuant to this
        Addendum to Oracle. If the audit reveals that the Alliance Member has
        underpaid fees by more than ten percent (10%) of the total amount of
        such fees paid by the Alliance Member over the past twelve (12) months,
        then such party shall reimburse Oracle for Oracle's reasonable costs of
        conducting the audit, notwithstanding anything to the contrary in this
        Section. Unless necessary to establish in a court of law Oracle's right
        to payment of fees hereunder (in which case the Certified Public
        Accountant shall request a protective order), such Certified Public
        Accountant shall hold all information obtained in strict confidence;
        shall not disclose such information to any other person or entity
        (except Oracle) without the prior written consent of the Alliance
        Member; and shall not disclose to Oracle any information regarding the
        business of the Alliance Member other than any noncompliance by the
        Alliance Member with the fee payment provisions hereof.

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   15
5.6  FREEDOM TO DETERMINE CUSTOMER PRICING
     Each party shall be free to determine unilaterally the pricing of all
     products (including without limitation the products described in this
     Addendum) and services that such party provides directly to its customers
     and distributors. The Alliance Member shall have no right to approve or
     influence the prices charged by Oracle for licenses granted by Oracle to
     Customers or Distributors for any products or for any services provided by
     Oracle to Customers or Distributors in connection with such products.
     Oracle shall have no right to approve or influence the prices charged by
     the Alliance Member for licenses granted by the Alliance Member to its
     customers or distributors for any products, including without limitation
     the Alliance Member Programs, or for any services provided by the Alliance
     Member to its customers or distributor in connection with such products.

ARTICLE VI -- SERVICES AND TRAINING

6.1  SERVICES
     Any cooperative provision of implementation services by the parties shall
     be subject to an agreement to be negotiated by the parties on a case by
     case basis.

6.2  TRAINING
     6.2.1     Internal Oracle Training. Oracle shall:
               a.   Provide up to thirty (30) days of sales and marketing
                    personnel training on the Oracle Programs at Oracle's cost
                    for such training.
               b.   Provide training in addition to that specified in Section
                    6.2.1.a above to the Alliance Member at a discount of twenty
                    percent (20%) off Oracle's rates in effect when such
                    services are ordered.
               c.   Provide up to twenty (20) days of development assistance
                    with the Oracle Programs at Oracle's cost for such
                    assistance.
     6.2.2     Internal Alliance Member Training. The Alliance Member shall:
               a.   Provide training sessions to applicable Oracle salespersons
                    and support personnel on the Alliance Member's products. The
                    training will be conducted in the form of five (5) sessions,
                    all to be conducted within the six (6) months of the
                    Effective Date. Each session shall accommodate up to ten
                    (10) participants. The Alliance Member will not charge
                    Oracle for the training, but Oracle will be responsible for
                    all costs incurred by either party for materials,
                    facilities, equipment, travel, and other similar and related
                    expenses.
               b.   Provide training in addition to that specified in Section
                    6.2.2.a above to Oracle at a discount of twenty percent
                    (20%) off the Alliance Member's rates in effect when such
                    services are ordered.
     6.2.3     Customer Training. Each party may provide training to Customers 
               for its respective products.

ARTICLE VII -- TECHNICAL SUPPORT

7.1  TECHNICAL SUPPORT FOR PROGRAMS
     Each party shall provide Technical Support services for its respective
     programs to customers. Each party shall owe no fees to the other party for
     such services.

7.2  INTERNAL DEVELOPER TECHNICAL SUPPORT
     During the term of this Addendum and subject to the provisions of Section
     4.1, Oracle shall provide silver Technical Support services for the Oracle
     products specified in Section 4.1 in the amounts specified above to
     Alliance Member internal development personnel. During the term of this
     Addendum, the Alliance Member shall provide Technical Support services for
     the Alliance Member Programs to Oracle internal development personnel, in
     connection with integration activities. Each party shall designate __
     developers (plus __ developers as backups) who shall serve as the sole
     liaisons between the two parties as the parties' on-site Technical Support
     Contacts. Each party shall notify the other whenever its designated
     Technical Support Contact responsibilities are transferred to another
     developer. For any Technical Support

                                                                         Page: 9
   16
     Updates to the Oracle products or the Alliance Member Programs, each party
     shall ship to the addresses written in the preamble of this Addendum (or to
     such other address as the receiving party may designate in writing) one
     Technical Support Update copy for each operating system.

ARTICLE VII - TERM AND TERMINATION

8.1  INITIAL TERM
     This Addendum shall become effective on the Effective Date and shall remain
     in effect for three (3) years thereafter (the "Term"), unless sooner
     terminated as specified below. This Addendum may be renewed by written
     agreement of the parties for successive three (3)-year terms. At the end of
     the second year of each 3-year term, the parties shall jointly issue a
     memorandum of intent indicating whether or not they intend to renew this
     Addendum for an additional 3-year term.

8.2  TERMINATION

     8.2.1     Termination for Cause: Either party may terminate this Addendum
               if it reasonably believes that the other has materially breached
               this Addendum, or if it has cause under Section 8.2.2 (Causes)
               below, and so notifies the other in writing. A party may avoid
               termination after receiving such notice if it demonstrates within
               sixty (60) days after receiving such notice that it has not
               materially breached this Addendum, that the notifying party does
               not have cause under Section 8.2.2 below, that it has cured the
               breach or cause, or that it has commenced remedying the breach or
               cause in good faith within such 60-day period and such party
               continues to make good-faith efforts to remedy the breach or
               cause. In no case may the recipient of a termination notice avoid
               termination if it fails to remedy a breach or cause within one
               hundred eighty (180) days after the written notice.

     8.2.2     Causes. For purposes of this Section 8.2 only, "cause" shall
               include but not be limited to:
               a.   Failure to fully and timely comply with any material
                    provision of this Addendum or of any exhibit or attachment
                    hereto.
               b.   The filing of any voluntary or involuntary petition in
                    bankruptcy, or any similar law, by or against a party, which
                    is not dismissed within forty-five (45) days of filing.
               c.   An infringement by either party of a third-party
                    intellectual property right which impedes either party's
                    ability to meet its obligations under this Addendum with
                    respect to its programs, as specified in Section 9.2
                    (Infringement Indemnity) below.
               The parties shall endeavor to resolve any dispute over whether a
               material breach or cause has occurred in accordance with Section
               2.5 (Dispute Resolution) above.

     8.2.3     Force Majeure. Neither party shall be liable to the other for
               failure or delay in the performance of a required obligation if
               such failure or delay is caused by riot, fire, flood, explosion,
               earthquake or other natural disaster, government regulation, or
               other similar cause beyond such party's control, provided that
               such party gives prompt written notice of such condition and
               resumes its performance as soon as possible, and provided further
               that the other party may terminate this Addendum if such
               condition continues for a period of one hundred eighty (180)
               days.

8.3  EFFECT OF TERMINATION
     Upon termination or expiration of this Addendum, all rights and obligations
     of the parties under this Addendum shall cease, except as provided in this
     Article VIII. Termination of this Addendum shall not limit either party
     from pursuing other remedies available to it, including injunctive relief,
     nor shall such termination relieve either party of its obligation to pay
     all fees that have accrued or are otherwise owed by it to the other party
     under this Addendum. The parties' rights and obligations under Articles
     VIII (Term and Termination), IX (Limited Warranty, Infringement Indemnity
     and Limitation of Liability) and X (General), and Sections 4.5 (Archival
     Copies; No Reverse Engineering), 4.6 (Ownership) and 5.2 (Third Party
     Materials), as well as those other Sections reasonably required to allow
     the parties to exercise their post-termination rights hereunder, shall
     survive expiration or termination of this Addendum.

                                                                        Page: 10


   17
ARTICLE IX -- LIMITED WARRANTY, INFRINGEMENT INDEMNITY, AND LIMITATION OF
LIABILITY

9.1     LIMITED WARRANTIES AND EXCLUSIVE REMEDIES

        9.1.1   Limited Warranties.

                a.      Media Warranty. Each party warrants the tapes, diskettes
                        or other media to be free of defects in materials and
                        workmanship under normal use for 90 days from delivery
                        to the other party.

                b.      Services Warranty. Each party warrants that its
                        technical support services will be performed consistent
                        with generally accepted industry standards. This
                        warranty shall be valid for 90 days from performance of
                        service.

        9.1.2.  DISCLAIMER. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF
                ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
                IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                PARTICULAR PURPOSE.

        9.1.3.  Exclusive Remedies. For any breach of the warranties contained
                in Section 9.1.1 (Limited Warranties) above, the warranting
                party's exclusive liability, and the other party's exclusive
                remedy, shall be:

                a.      For Media. The replacement of defective media.

                b.      For Services. The reperformance of the services, or if
                        the warranting party is unable to perform the services
                        as warranted, the other party shall be entitled to
                        recover the fees paid to the warranting party for the
                        unsatisfactory services.

9.2     INFRINGEMENT INDEMNITY

                a.      Each party ("Provider") will defend and indemnify the
                        other party ("Recipient") against a claim that any
                        information, design, specification, instruction,
                        software, data, or material furnished by the Provider
                        ("Material") and used by the Recipient hereunder
                        infringes a copyright or patent provided that: (a) the
                        Recipient notifies the Provider in writing within thirty
                        (30) days after the Recipient becomes aware of the
                        claim; (b) the Provider has sole control of the defense
                        and all related settlement negotiations; and (c) the
                        Recipient furnishes the Provider with the assistance,
                        information, and authority reasonably necessary to
                        perform the above; reasonable out-of-pocket expenses
                        incurred by the Recipient in providing such assistance
                        will be reimbursed by the Provider.

                b.      The Provider shall have no liability for any claim of
                        infringement resulting from: (a) the Recipient's use of
                        a superseded or altered release of some or all of the
                        Material if infringement would have been avoided by the
                        use of a subsequent unaltered release of the Material
                        which is provided to the Recipient; or (b) any
                        information, design, specification, instruction,
                        software, data, or material not furnished by the
                        Provider.

                c.      In the event that some or all of the Material is held or
                        is believed by the Provider to infringe, the Provider
                        shall have the option, at its expense, (a) to modify the
                        Material to be non-infringing; (b) to obtain for the
                        Recipient a license to continue using the Material; or
                        (c) if neither (a) nor (b) can be accomplished in a
                        commercially reasonable manner, to terminate all
                        licenses for the infringing Material and require return
                        of such Material from the Recipient. If such termination
                        and return materially impede either party's ability to
                        meet its obligations under this Addendum with respect to
                        the Oracle Programs or the Alliance Member Programs,
                        then the infringement shall be deemed a material breach
                        of this Addendum and the Recipient may terminate this
                        Addendum as set forth in Section 8.2 (Termination)
                        above, subject to the Provider's right to cure as
                        specified in that Section. THIS SECTION 9.2 STATES THE
                        PARTIES' ENTIRE LIABILITY AND EXCLUSIVE REMEDY FOR
                        INFRINGEMENT.

9.3     GENERAL INDEMNITY

        The Alliance Member will defend and indemnify Oracle against claims made
        by third parties arising out of such third party's use of an Alliance
        Member Program provided that (a) Oracle notifies the Alliance Member in
        writing within thirty (30) days after Oracle becomes aware of the claim;
        (b) the Alliance Member has sole control of the defense and all related
        settlement negotiations; and (c) Oracle furnishes the 

 

                                                                        Page: 11

   18
        Alliance Member with the assistance, information, and authority
        reasonably necessary to perform the above; reasonable out-of-pocket
        expenses incurred by Oracle in providing such assistance will be
        reimbursed by the Alliance Member.

9.4     LIMITATION OF LIABILITY
        
        EXCEPT WITH RESPECT TO SECTION 9.3, IN NO EVENT SHALL EITHER PARTY BE
        LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
        OR DAMAGES FOR LOSS OF PROFITS, REVENUE INCURRED BY EITHER PARTY OR ANY
        THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER
        PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH
        RESPECT TO SECTION 9.3, NEITHER PARTY'S LIABILITY FOR DIRECT DAMAGES
        HEREUNDER SHALL EXCEED THE GREATER OF (A) ONE MILLION DOLLARS
        ($1,000,000) AND (B) ANY UNPAID FEES ACCRUED AND OWED TO A PARTY
        (INCLUDING THOSE ACCRUED AND OWING DURING THE PENDENCY OF ANY ACTION).

        The provisions of this Article IX allocate the risks under this 
        Addendum between the Alliance Member and Oracle and are an intrinsic 
        part of the bargain between the parties. The fees provided for in this 
        Addendum reflect this allocation of risks and the limitation of 
        liability specified herein.

ARTICLE X - GENERAL

10.1    INDEPENDENT DEVELOPMENT/FREEDOM OF ACTION
        
        Each party acknowledges that the other party is in the software 
        development business. Neither party shall be precluded from developing, 
        using, marketing, licensing, and/or selling any independently developed 
        software which has the same or similar functionality as any product 
        owned or distributed by the other, so long as such activities do not 
        infringe the Intellectual Property Rights of the other party or the 
        Nondisclosure provision of the Agreement.

10.2    PUBLICITY

        The parties will work together to coordinate the timing and content of 
        their press releases and other public statements concerning this 
        Addendum and related matters, to ensure that their message to the 
        marketplace on such matters is unified and consistent. In no case shall 
        either party (i) disclose to any third party the pricing or fees or any 
        other specific details of this Addendum without the prior written 
        approval of the other party, which approval shall not be unreasonably 
        withheld, except as required by law in order to enforce its rights 
        under this Addendum, or (ii) issue a formal public statement using a 
        Customer's name without the Customer's prior written consent.

10.3    INTERPRETATION
        
        This Addendum, including any exhibits, addenda, schedules and 
        amendments, has been negotiated at arm's length and between persons 
        sophisticated and knowledgeable in the matters dealt with in this 
        Addendum. Each party has been represented by experienced and 
        knowledgeable legal counsel. The provisions of this Addendum shall be 
        interpreted in a reasonable manner to effect the purposes of the 
        parties at this Addendum.

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   19

10.4  COUNTERPARTS

      This Addendum may be executed in several counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

THE ALLIANCE MEMBER                       ORACLE CORPORATION

By: /s/ ERIC OLAFSON                     By:
    ----------------------------             ----------------------------

Name:  ERIC OLAFSON                      Name:
       -------------------------                -------------------------

Title: CEO & President                   Title:
       -------------------------                 ------------------------
















                                                                        Page: 13

   20

10.4  COUNTERPARTS

      This Addendum may be executed in several counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

THE ALLIANCE MEMBER                       ORACLE CORPORATION

By:                                      By: /s/ MATT MOSMAN
    ----------------------------             ----------------------------

Name:                                    Name:  MATT MOSMAN
       -------------------------                -------------------------

Title:                                   Title:  SENIOR VICE PRESIDENT,
       -------------------------                 CORPORATE DEVELOPMENT
                                                 ------------------------