Software License Agreement - Accrue Software Inc. and Lycos Europe GMBH


                        ACCRUE SOFTWARE LICENSE AGREEMENT

        This Software License Agreement ("Agreement") is entered into this 22nd
day of June, 2001 (the "Effective Date") between Accrue Software, Inc.
("Licensor") with principal offices at 48634 Milmont Dr., Fremont, CA 94538 and
Lycos Europe GMBH ("Licensee") with principal offices at Carl-Bertelsmann-Str. 
29, Guetersloh, Germany 33311.

1.      OBJECT OF AGREEMENT

Object of agreement is a Software License Agreement (as hereinafter defined).
This Software fulfils all the functions described in the user manuals (which is
part of this agreement). 

DEFINITIONS The following words shall have the following meanings:

         a. "Software" shall mean the computer programs, initially as described
in Exhibit A, including, but not limited to, Accrue G2. The Software consists of
a proprietary set of web and internet analysis programs developed by Licensor.
The Software includes, but is not limited to, its object code, scripted code,
and all Third Party Components, and the user manuals and all accompanying
materials, including any and all Revisions and Versions regardless of name.

        b. "Revision" shall mean a subsequent release of the Software denoted by
a change in Software release number to the right side of such release number
decimal point. Revisions may include, but not be limited to, Error Corrections
(as defined in Exhibit D), and minor changes to existing functionality.
Revisions would not include new functionality, features or options.

        c. "Version" shall mean a subsequent release of the Software denoted by
a change in the Software release number to the left of the release number
decimal point. Versions may include, but not be limited to, Error Corrections
(as defined in Exhibit D), and major changes to existing functionality. Versions
may include new functionality, features or options.

        d. "CPUs" shall mean the number of central processing units in the
physical machines ("Servers") that are supporting the Collector, Analyzer and
Data Warehouse components of the Software, the traffic of which will be analyzed
by the Software.

        e. "Third Party Components" shall mean any components of the Software,
whether in the form of a runtime version or object code, provided by third party
vendors to Licensor for the sole purpose of being utilized as an embedded
component of the Software object code.

        f. "Web Site" shall mean the grouping of Servers that constitute the
Licensee's web presence that is being analyzed with the Software.

        g. "Collector" shall mean a component of the Software that is used to
collect traffic and delivery information.

        h. "Data Warehouse" shall mean the component of the Software that is
used as the repository for the information that is collected and processed by
the Software.

        i. "Affiliate" shall mean any person, corporation or other entity which,
directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with, another person, corporation or
entity.

        j. "Page View" shall mean a file on a Web Site that is sent to a client
user agent, usually a browser. By default, pages are HTML files. Pages often
account for more than one hit at a site.


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        k. "Hit" shall mean a request made to a Web Site that results in an
action being taken by the server and the generation of an entry in a log file.
Hits are not directly related to the number of visitors at a site or the number
of pages of a site.

        l. "Analyzer" shall mean the component of the Software structures raw
data, performs data transformations and aggregations, and writes summarized data
to the Data Warehouse.

2.      LICENSE

        a. Grant of License. Licensor grants Licensee, pursuant to the terms and
conditions of this Agreement, a perpetual, worldwide, non-exclusive,
non-transferable, license to install and use the Software solely for Licensee's
own internal business use

        b. CPUs, [*]. Licensee acknowledges that this License is based on the
initial number of CPUs[*]

        c. Additional Restrictions on Use. Licensee shall not (i) process or
permit to be processed the data of any other party other than Affiliates, (ii)
use the Software for third-party training, commercial time-sharing, rental or
service bureau use, or (iii) publish, external to any party outside of Licensee,
any results of benchmark tests run on the Software. Licensee may allow
subsidiaries, parent, or other Affiliates access to and use of the Software, and
analyses and reports of the Licensee's Web Site data generated by the Licensee's
use of the Software, provided, however, that if Licensee subsidiaries, parent or
other Affiliates access and use the Software, they shall each be bound by the
terms and conditions and restrictions of this Agreement. Further, with regard to
any Third Party Components licensed as part of or for use with the Software
under this Agreement, Licensee shall not use said Third Party Components as a
separate, stand-alone product, and shall only use it in conjunction with the
Software licensed hereunder for the sole purposes set forth herein.

        d. Copies. Licensee may make one archival copy of the Software for each
web site location solely for archival and disaster recovery purposes, provided
that such copy shall include Licensor's copyright and any other proprietary
notices. Licensee shall have no other right to copy, in whole or in part, the
Software. Archival copies of the Software shall be additional to any copies made
of the Software as a part of any normal system backups. Any copy of the Software
made by Licensee shall be exclusive property of Licensor.

        e. Modifications, Reverse Engineering. Licensee agrees that only
Licensor shall have the right to alter, maintain, enhance or otherwise modify
the Software. Licensee shall not cause, nor permit either through its direct
efforts or through any third party, the modification, disassembly,
de-compilation, or reverse engineering of the Software.

        f. Material Terms and Conditions. Licensee specifically agrees that each
of the terms and conditions of this Section 2 are material and that failure of
Licensee to comply with these terms and conditions shall constitute sufficient
cause for Licensor to immediately terminate this Agreement and the License
granted under this Agreement. The presence of this Section 2f shall not be
relevant in determining the materiality of any other provision or breach of this
Agreement by either party.

        g. Adding Software. In the event the parties agree that Licensee shall
license from Licensor a computer program which is not then identified on Exhibit
A, Licensee shall provide Licensor with a purchase order referencing Licensor's
quotation identifying the computer programs(s) to be licensed. Upon delivery of
the computer program(s) by Licensor to Licensee, the computer program(s)
described in Licensee's purchase order shall be included under the definition of
"Software" for all purposes under this Agreement, and said computer program(s)
shall be governed by the terms and conditions of this Agreement. Any and all
preprinted terms and conditions appearing on the

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face and reverse sides, if any, of a purchase order shall not apply to or become
a part of this Agreement, and shall be superseded in their entirety by this
Agreement.

        h. Delivery. Delivery will be deemed to have taken place when Licensor
makes the Software available for download, and the Licensor has notified the
Licensee that the Software is available. Licensor shall deliver the user manual
and all accompanying materials. The Software will be available for download
within twenty-four hours of mutual acceptance of proposal.

3.      FEES, TERMS AND TAXES

        a.     Fees and Terms. In consideration for the license granted by
               Licensor under this Agreement, and all services provided by
               Licensor under this Agreement, Licensee shall pay all the fees in
               the amounts and per the terms set forth in Exhibit A. Invoicing
               for Software and services will be at delivery, and all fees are
               due thirty (30) days from date of invoicing, unless otherwise
               specified in Exhibit A.

        b.     Euro. All fees quoted and payments made hereunder shall be in
               Euro. Accrue to suggest mutual currency fluctuation protection
               language

        c. Taxes. All amounts payable are gross amounts but exclusive of any
value added tax, use tax Licensee shall pay all applicable taxes, however
designated, which are levied or imposed by reason of the transactions
contemplated by this Agreement.

4.      OWNERSHIP

        a. Title. Licensor represents that it owns all proprietary rights,
including all patent, copyright, trade secret, trademark, trade name and other
proprietary rights, in and to the Software, necessary to fulfill it's
obligations under the terms of this Agreement. Licensee acknowledges that the
license granted under this Agreement does not provide Licensee with title to or
ownership of the Software, including any Error Corrections, enhancements,
updates or other modifications to the Software, whether made by Licensor or any
third party. Licensee acknowledges that the License granted under this Agreement
only provides the Licensee a right of limited use under the terms and conditions
of this Agreement. Licensee shall keep the Software free and clear of all
claims, liens and encumbrances.

        b. Transfers. Under no circumstances shall Licensee sell, license,
sublicense, publish, display, distribute, or otherwise transfer to a third party
the Software, any copy thereof, in whole or in part, without Licensor's prior
written consent, unless otherwise provided for in this Agreement.

5.      CONFIDENTIAL INFORMATION

        a. Definition. For their mutual benefit, the Licensor and Licensee shall
discuss certain confidential information including but not limited to, the
Licensee's web usage tracking and the Software. The parties acknowledge that (i)
the terms and conditions of this Confidentiality clause, (ii) the existence and
content of the discussions between Licensor and Licensee, and (iii) information
concerning the Software and other information, including but not limited to,
each party's product plans, designs, costs, prices and names, finances,
marketing plans, business opportunities, personnel, research, development or
know-how, will be considered confidential ("Confidential Information").
Confidential Information shall not include information that: (1) is now or
subsequently becomes generally available to the public through no fault or
breach on the part of receiving party ("Recipient"); (2) Recipient can
demonstrate to have had rightfully in its possession prior to disclosure to
Recipient by the disclosing party ("Discloser"); (3) is independently developed
by Recipient without the use of any Confidential Information; or (4) Recipient
rightfully obtains from a third party who has the right to transfer or disclose
it.

        b. Nondisclosure and Nonuse of Confidential Information. Recipient
agrees to use reasonable care, but in no event no less than the same degree of
care that it uses to protect its own confidential and proprietary information of
similar importance, to prevent the unauthorized use, disclosure, publication or
dissemination of Confidential Information. Recipient agrees to accept
Discloser's Confidential Information for the sole purpose of meeting its obli-


                                     Page 3

gations under the terms of this Agreement. Recipient agrees not to use
Confidential Information otherwise for its own or any third party's benefit
without the prior written approval of an authorized representative of Discloser
in each instance. Recipient may disclose Confidential Information if required by
any judicial or governmental request, requirement or order; provided that
Recipient will take reasonable steps to give Discloser sufficient prior notice
in order to contest such request, requirement or order by notifying Discloser of
such request.

        c. Ownership of Confidential Information. All Confidential Information,
and any Derivatives thereof, remains the property of Discloser and no license or
other rights to Confidential Information is granted or implied hereby. For
purposes of this Agreement, "Derivatives" shall mean: (i) for copyrightable or
copyrighted material, any translation, abridgment, revision or other form in
which an existing work may be recast, transformed or adapted; (ii) for
patentable or patented material, any improvement thereon; and (iii) for material
which is protected by trade secret, any new material derived from such existing
trade secret material, including new material which may be protected by
copyright, patent and/or trade secret.

        d. Independent Development. Discloser understands that Recipient may
currently or in the future be developing information internally, or receiving
information from other parties that may be similar to Discloser's Confidential
Information. Accordingly, nothing in this Agreement will be construed as a
representation or inference that Recipient will not develop products, or have
products developed for it that, without violation of this Agreement, compete
with the products or systems contemplated by Discloser's Confidential
Information.

        e. No Warranty. All Confidential Information remains the property of
Discloser and no license or other rights in the Confidential Information is
granted hereby. Discloser warrants that it has the right to disclose the
Confidential Information to Recipient. Otherwise, all Confidential Information
is provided "AS IS" and without any warranty, express, implied or otherwise,
regarding its accuracy or performance. Recipient will return all tangible
Confidential Information, including but not limited to all computer programs,
documentation, notes, plans, drawings, and copies thereof, to Discloser
immediately upon Discloser's written request.

        f. Terms. Recipient's duty to protect Discloser's Confidential
Information shall expire three (3) years from the date of disclosure of
Confidential Information.

6.      MAINTENANCE AND SUPPORT

        a. Licensor agrees to provide Licensee support as defined in Exhibit D,
at its then current fees.

7.      LIMITED WARRANTY

        a. Scope of Limited Warranty. Licensor warrants to Licensee that for
ninety days commencing upon the letter of acceptance concerning the Software at
Licensee's designated site(s), (i) the Software will substantially comply with
the published specifications set forth in Licensor's user documentation for the
Software and (ii) the media on which the Software is furnished shall be free
from defects in materials and faulty workmanship under normal use. Licensor
makes no warranty as to the Software after the ninety days. Licensor does not
warrant that the Software will meet Licensee's requirements or will operate in
combinations with other software or non-supported platforms/operating
systems/databases, which may be selected for use by Licensee, or that the
operation of the Software will be uninterrupted or error-free. Licensor also
warrants to Licensee, that for a period of [*] ([*]) days commencing upon
delivery of any subsequent release of any new Version or Revision of the
Software, that new Version or Revision will substantially comply with the
published specifications set forth in Licensor's user documentation for that
Version or Revision.

        b. Sole Remedy. Licensee's sole and exclusive remedy under the Initial
Warranty Period shall be, at Licensor's election, to (1) provide program
services to correct any material defects which would cause the Software to not
comply with the published specifications, (2) replace the defective Software
with Software that complies with the published specifications, or (3) refund all
license and support fees paid to Licensor which relate to the non-complying


                                     Page 4

[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED 
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Software and may terminate the agreement immediately, subject to section 10 b.
If the Licensor elects to pursue number (1) or (2) and the Licensor is unable to
complete that choice within thirty (30) days of notification by the Licensee,
then the Licensee will be entitled to the remedy under number (3). The above
remedies are available only if Licensor is notified in writing, within the
Initial Warranty Period, upon discovery of the defects by Licensee, and that the
Software has not been (i) altered, or modified by any party other than Licensor
or Licensor's approved third party provider; (ii) subjected to negligence, or
computer or electrical malfunction; or (iii) used, adjusted, or installed other
than in accordance with instructions furnished by Licensor. During subsequent
Warranty Periods related to new Versions or Revisions of the Software,
Licensee's sole and exclusive remedy will be to continue to be supported under
the prior Version or Release of the Software. Further, should Licensee hire a
third party independent consultant not contracted by Licensor to perform
services for Licensee using the Software, or should said consultant create
modifications or derivative works of the Software, Licensor shall have no
liability to Licensee for said services, modifications, derivative works, or
outputs of use of the Software.

        c. Disclaimer of Any Other Warranty. Except for the express limited
warranty stated above, Licensor makes no promises, representation or warranties,
either express, implied, statutory, or otherwise, with respect to any Software,
including its condition, its conformity to any representation or description, or
the existence of any latent or patent defects, and Licensor specifically
excludes all implied warranties of merchantability and fitness for a particular
purpose. Licensee additionally acknowledges that Licensor's Third Party
Component licensors make no warranties to Licensee under this Agreement.

8.      LIMITATION OF LIABILITY

        Licensee agrees that Licensor's liability hereunder for damages arising
from performance or nonperformance of the Software, shall be as set forth above
in Section 7, and shall in the event of ordinary negligence not exceed the
amount paid by Licensee pursuant to this Agreement. With the exception of acts
of willful misconduct or gross negligence, Licensee and Licensor agree that
Licensee, Licensor, and Licensor's Third Party Component licensors will not be
liable for any lost profits, costs of procurement of substitute goods or
services, or for any claim or demand by any other party except in regard to
violations under sections 2, 4, and 5 of this Agreement. In no event will any
party to this Agreement be liable for consequential, incidental, special,
indirect, or exemplary damages arising out of this Agreement, even if the
parties have been advised of the possibility of such damages. These limitations
shall apply notwithstanding any failure of essential purpose of any limited
remedy.

9.      INDEMNIFICATION.

        Indemnification. Licensor agrees to indemnify, defend and hold Licensee
harmless from and against any and all claims made by any third party, including
costs in connection with the defense thereof, resulting from any alleged United
States and European patent, trademark, or copyright infringement by Licensee's
use of the Software in accordance with this Agreement; provided, however, that
Licensee gives Licensor: (i) written notice of any action or allegation of
infringement within twenty (20) days following receipt of notice by Licensee;
(ii) sole control of the defense and settlement of such claims; and (iii)
assistance reasonably requested by Licensor at Licensor's expense. In the event
that a final injunction is issued against the use of the Software by Licensee
for reason of infringement of a United States and European patent, trademark, or
copyright, or if, in Licensor's opinion, the Software is likely to become the
subject of a claim of infringement, Licensor may, at its sole option and
expense, either: (a) obtain for Licensee the right to continue using the
Software; (b) replace or modify the Software so that it becomes non-infringing;
or (c) remove the Software or part thereof, and refund the aggregate license
payments paid by Licensee, less a pro rata amount equal to the purchase price of
the Software license multiplied by a fraction where the numerator is the number
of months that have passed since the delivery of the Software, and the
denominator is sixty (60).

        b. Limitation of Indemnification. Notwithstanding the provisions of
Section 9a above, the indemnity set forth therein shall not apply to, and
Licensor assumes no liability for, any claims of infringement made by any third
party to the extent that such claim relates to (i) use of other than an
unaltered release of the Software; or (ii) the combination, operation or use of
the Software with non-Licensor programs, data, methods or technology if such
infringement would have been avoided without the combination, operation or use
of the Software with other programs, data, methods or technology or (iii)
services performed using the Software, or modifications or derivatives works of
the Software for


                                     Page 5

Licensee by a third party independent consultant not contracted by Licensor if
such infringement would have been avoided without such services, modifications
or derivative works.

10.     TERM AND TERMINATION

        a. Effective Date and Term. This Agreement and the license granted
hereunder shall be effective as of the Effective Date set forth at the beginning
of this Agreement and shall remain in effect until terminated as provided in
this Agreement.

        b. Termination for Cause. Licensor shall have the right to terminate
this Agreement and the license granted herein upon the occurrence of any of the
following events: (i) in the event the Licensee fails to comply with any of the
terms and conditions of this Agreement and such default has not been cured
within thirty ( 30) days after receiving written notice; or (ii) in the event
the Licensee (A) terminates or suspends its business, (B) becomes subject to any
bankruptcy or insolvency proceeding under Federal or state statute, (C) becomes
insolvent or subject to direct control by a trustee, receiver or similar
authority, or (D) has wound up or liquidated, voluntarily or otherwise. Licensee
shall have the right to terminate this Agreement upon the occurrence of any of
the following events: (i) in the event the Licensor fails to comply with any of
the terms and conditions of this Agreement and such default has not been cured
within fifteen (15) days after written notice; or (ii) in the event the Licensor
(A) terminates or suspends its business, (B) becomes subject to any bankruptcy
or insolvency proceeding under Federal or state statute, (C) becomes insolvent
or subject to direct control by a trustee, receiver or similar authority, or (D)
has wound up or liquidated, voluntarily or otherwise.

        c. Effect of Termination for Cause: If Licensor terminates this
Agreement under Section 10b above, the obligations of Licensor and Licensee in
Sections 2b, c d and e, 4, 5, 7, 8, 9, 10, 11 and 13, and rights and obligations
which accrued prior to termination or expiration, and provisions of this
Agreement which by their express terms are intended to survive termination or
expiration of this Agreement, shall survive termination of this Agreement.
Within thirty (30) days after termination of this Agreement, Licensee shall
return to Licensor, at Licensee's expense, the Software and all copies thereof,
and deliver to Licensor a certification, in writing signed by an officer of
Licensee, that the Software and all copies thereof have been returned or
destroyed, as requested by Licensor, and their use discontinued. Nothing
contained herein shall limit any other remedies that either party may have for
the default of the other under this Agreement nor relieve either party of any of
its obligations incurred prior to such termination.

        d. Termination Without Cause. In the event Licensee desires to terminate
this Agreement without cause, Licensee shall provide written notice of same to
Licensor. Termination shall be effective thirty (30) days after date of said
notice. In the event of Licensee's termination without cause, Sections 2b, c, d
and e, 4, 5, 7, 8, 9, 10, 11 and 13, and rights and obligations which accrued
prior to termination or expiration, and provisions of this Agreement which by
their express terms are intended to survive termination or expiration of this
Agreement, shall survive termination of this Agreement. Within thirty (30) days
after termination of this Agreement, Licensee shall return to Licensor, at
Licensee's expense, the Software and all copies thereof, and deliver to Licensor
a certification, in writing signed by an officer of Licensee, that the Software
and all copies thereof have been returned or destroyed, as requested by
Licensor, and their use discontinued.

11.     VERIFICATION

        a. In the event that Licensor entertains any serious doubts that
Licensee may not be in compliance with the terms and conditions as set forth
herein, Licensor may audit, with thirty (30) day's prior written notice,
Licensee's available records related to the use of the Software, to verify
Licensee's use of the Software in accordance to the constraints of this
Agreement. Licensor shall bear the expense of an audit with the exception of
instances where the Licensee is found, through such an audit, to be in violation
of the licensing portion of this Agreement. In such instances, Licensee will be
invoiced for all time, travel and material costs associated with the audit.
Audits shall be conducted during regular business hours at Licensee's facilities
and shall not unreasonably interfere with Licensee's business. Audits shall be
conducted no more than one time per twelve-month period. Licensee shall
immediately pay any overdue adjustments to the License Fees revealed by such
audit. Licensor may engage third parties to perform the audit if Licensee
agrees to the chosen party. Such an approval will not be unreasonable withheld.
In such event, said third parties shall be subject to the restrictions of
Section 5 of this Agreement regarding Confidential Information.


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        c.

12.     YEAR 2000 COMPLIANCE

        Licensor warrants the Software being acquired hereunder as well as any
new Version or Revision, is Year 2000 Compliant (hereafter "Year 2000
Compliant"), which shall mean all calendar year representations used within the
Software which, when operated on (including, but not limited to, arithmetic,
comparison and sorting operations) before, during and after the actual calendar
year 2000 A.D. shall not produce subsequent operations and/or generated output
which yield results in variance with the normal course of operations of the
Software or error conditions which are the direct result of the use of a
calendar year representation. Additionally, Licensor warrants that the Software
will correctly process calendar dates for Leap Year, which is defined as a year
during which an extra day is added in February (February 29th). Leap Year occurs
in all years divisible by 400 or evenly divisible by 4 and not evenly divisible
by 100. For example, 1996 is a Leap Year since it is divisible by 4 and not
evenly divisible by 100. The year 2000 is a Leap Year since it is divisible by
400. In the event of a need for modification of the Software to operate properly
for Year 2000 and beyond, Licensor will incur all expenses for such programming
and software changes to the Software under this Agreement.

13.     VIRUS/BACKDOOR

        Licensor warrants and represents that the Software shall contain no
routine, program, "virus" or code which has been intentionally designed or
created to: (a) allow unauthorized access to, or use of, the Software by any
agent or employee of Licensor or by any third party; or (b) cause the Software
or other program or programs to malfunction; or (c) allow unauthorized access
to, or use of, Licensee's network computing environment, individual client
computers or any other computing resource, by any agent or employee of Licensor
or any third party. Licensor agrees to indemnify and hold Licensee harmless from
any claims, damages, causes of action, costs and expenses arising out of or
related to any breach of the warranty set forth in this Section 13.

14.     GENERAL PROVISIONS

        a. Installation. Licensor shall install the Software based on a mutually
agreed upon schedule, subject to Licensor's fees for installation as described
in Exhibit A herein. Licensee agrees that if Licensee culpably delays the
agreed-upon installation schedule through no fault of Licensor (e.g., the
hardware is not there, or is not configured correctly and ready for Licensor to
install the Software), and Licensor is on Licensee's physical site, ready to
install the Software, and the delay extends for one day or more, that in
addition to the fee for installation, Licensee shall pay Licensor's consulting
fee for those days spent as a direct result of Licensee's delay, in excess of
those days originally scheduled for the installation, at Licensor's then current
prices. In addition, Licensee agrees to reimburse Licensor for all reasonable
travel, accommodation, and meal expenses for those days spent as a direct result
of Licensee's delay, in excess of those days originally scheduled for the
installation. Licensee acknowledges that a delay of one day or more may cause
Licensor to reschedule the installation, and that upon successful completion,
the full fee as described in Exhibit A herein for the rescheduled installation
will be payable under the terms and conditions of this Agreement.

        b. Training. Unless otherwise contracted for in Exhibit A, Licensee
shall be solely responsible for training its employees to use the Software.

        c. Assignment. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and to
their respective heirs, successors, assigns and legal representatives, except
that Licensee shall not assign or otherwise transfer the Software or this
Agreement to anyone without prior written notice to Licensor. Licensee may
assign the Software or this Agreement to any parent, subsidiary in which the
Licensee has a controlling interest, or Affiliate which is in existence as of
the Effective Date of this Agreement, or in connection with a sale of all or
substantially all of it's assets or stock, provided each such party agrees to be
bound by all terms and conditions of this Agreement, and provided that the
assignee is not a competitor of Licensor as specified in the attached Exhibit G.
Licensor may assign the Software or this Agreement to any party provided such
party agrees in writing to be bound by all terms and conditions of this
Agreement.


                                     Page 7

        In the case of transfer of all or substantially all of Licensee's assets
or stock to an entity that prior to the Effective Date of this Agreement held no
controlling interest in Licensee, it is understood that Licensor has no
obligation with regard to the extension of discounts in pricing for any and all
additional purchases of either Software licenses, maintenance or services, to
those operations of the acquiring or new controlling entity's businesses or
operations beyond or outside the scope of the businesses or operations
contemplated by this Agreement, and that subject to negotiation, all such
additional purchases shall be made at Licensor's then current list prices.

        d. Joint and Several Liability. If Licensee is composed of more than one
person or entity, each such person and entity shall be jointly and severally
liable under this Agreement.

        e. Force Majeure. Neither party shall be responsible for any failure to
perform (except for payment obligations) due to unforeseen circumstances or to
causes beyond its control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods, accidents,
strikes, carrier service interruptions, or shortages of transportation
facilities, fuel, energy, labor or materials. A party whose performance is
affected by a force majeure condition shall be excused from such performance to
the extent required by the force majeure condition so long as such party takes
all reasonable steps to avoid or remove such causes of nonperformance and
immediately continues performance whenever and to the extent such causes are
removed.

        f. Performance of Services. Licensee acknowledges and agrees that any
and all consulting services performed or to be performed by Licensor for
Licensee are independent of Licensee's purchase, acceptance and use of the
Software. Licensee further agrees that payment under the terms and conditions of
this Agreement for all elements set forth on Exhibit A is in no way dependent,
coupled, or in any other way associated with the commencement, completion or
delivery of consulting services.

        g. Governing Law. This Agreement shall in all respects be governed by
the laws of Germany (especially Sections 631 ff. BGB). Remove reference to BGB
law pursuant to resolution of warranty issue. Each party hereby agrees that any
action arising out of or related to this Agreement must be brought exclusively
to the court of Gutersloh. Licensee reserves the right to sue Company at its
registered place of business. This Agreement will not be governed by the United
Nations Convention of Contracts for the International Sale of Goods, the
application of which is expressly excluded.

        h. Severability. If any of the provisions of this Agreement are held to
be invalid under any applicable statute or rule of law, they are, to that
extent, deemed omitted.

        i. Waiver. The waiver of one breach or default or any delay in
exercising any rights shall not constitute a waiver of any subsequent breach or
default.

        j. Notices. All notices permitted or required under this Agreement shall
be in writing and shall be delivered in person, via fax, or mailed by first
class, registered or certified mail, postage prepaid, to the address of the
party specified in this Agreement or such other address as either party may
specify in writing. Such notice shall be deemed to have been given upon receipt.
Contact persons for communications under the Agreement are listed in Exhibit C.

        k. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
instrument.

        l. Entire Agreement. This Agreement, along with all Exhibits referenced
and attached hereto, represents the entire agreement between the parties, may
only be amended by a written agreement signed by both parties, and supersedes
all prior or contemporaneous oral or written agreements and understandings with
respect to the matters covered by this Agreement. Licensee agrees that it has
not entered into this Agreement based on any representations other than those
contained herein.

        IN WITNESS WHEREOF, the parties have executed this Accrue Software, Inc.
Software License Agreement effective as of the date first set forth above.


                                     Page 8


ACCRUE SOFTWARE, INC.                LYCOS EUROPE GMBH
LICENSOR:                            LICENSEE:

Date:                                Date: 22/06/01
                                   
Authorized Signature:                Authorized Signature:

By:      Harrison N. Paist           By:      Dr. Sebastian Reschke
                                   
Title:   Vice-President, Finance     Title:   VP Access & Infrastructure
                                   
Address: 48634 Milmont Dr.           Address: Carl-Bertelsmann-Str. 29
                                   
City:    Fremont, CA  94538          City:    Guetersloh State: Ger Zip: 33311
                                   
Email:   hpaist@accrue.com           E-mail:  Sebastian.Reschke@lycos-europe.com
                                   
Phone:   510-580-4506                Phone:   +49(5241)8040651
                                   
Fax:     510-580-4501                Fax:     +49(5241)8066958
                                       


                                     Page 9

                                    EXHIBIT A

                    TO THE ACCRUE SOFTWARE LICENSE AGREEMENT

                                SOFTWARE PRODUCTS

PERPETUAL SITE LICENSE

FEATURES / DEFINITIONS:

      [X]   A license buyout for Lycos Europe to deploy the following Accrue
            products 

            -     Accrue G2 Analyser

            -     Accrue G2 Warehouse and Reporting Suite

            for an unlimited time period, independent of current and future
            number / configuration of analysed Web Servers, volume of Web
            traffic or number / configuration of processing systems and number
            of users.

      [X]   The Accrue G2 Network collector has to be licensed on a "per system"
            basis.

      [X]   Lycos Europe is permitted to [*]. This requires, however, an [*]

      [X]   Delivery and installation / integration / customization of Accrue G2
            components will be subject to the acceptance of this proposal and
            the signature of the attached Software License Agreement incl.
            Support Agreement.

      [X]   All prices are net, in Euro. They are calculated on base of a
            Dollar/Euro Conversion Rate of 1 Euro = 0.90 US-Dollar. In case that
            the Conversion Rate differs on respective due date in advantage of
            Lycos Europe (1 Euro > 0.89 US-Dollar) Accrue agrees on currency
            adjustments at time of invoicing so that Accrue can hedge against
            any devaluation. If the exchange rates at the time of invoicing are
            favorable to Accrue, then no adjustment will be made and the invoice
            will be issued only in the amount of Euros quoted in this proposal.

      [X]   Payment conditions:

            [X]   Due [*]% after [*] (see also SPSS proposal from June, 19 2001)
                  All payments are subject to [*]. The scope of this
                  installation and related success criteria will be defined in
                  Exhibit B. Lycos Europe acknowledges via signed acceptance
                  letter whether these criteria have been met.
----------

[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                    Page 10

PRICING

Item Description Quantity Unit Price Net Price ---- ----------- -------- ---------- --------- 1 Accrue G2 Network Collector ? [*] [*] 2 Accrue G2 Analyzer 1 [*] [*] (Perpetual Site License) 3 Accrue G2 Analyzer 1 [*] [*] License for initial [*] per month 4 Accrue G2 Analyzer 1 [*] [*] License for [*] per month (requires payment of initial [*] 5 Accrue G2 Warehouse and 1 [*] [*] Reporting Suite (Perpetual Site License) 6 Support and Maintenance Service for 1 [*] [*] Accrue G2 Analyzer Premium Support (yearly Fee until June 30 2002) 7 Support and Maintenance Service for 14% [*] Accrue G2 Analyzer Premium Support (yearly Fee, from June 30 2002), to be ordered for 2 years with acceptance Total: [*]
- Software Support and Maintenance Services: Yearly fee for Premium Support (24 x 7 hours, see also definition of deliveries in Exhibit D, section 3): [*] until June 30 2002, [*] of license fee thereafter. These special Support and Maintenance Service conditions are subject [*] maintenance with acceptance of proposal. Accrue will then guarantee these conditions for [*] maintenance periods. The yearly fee for Premium Support is payable up front per 12 months. - Installation, configuration, customisation, integration Services and trainings are not enclosed in the license fees. ---------- [*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Page 11 - Lycos and Accrue agree on a [*]of [*] during or immediately after the [*]. Lycos will provide the necessary hardware if available on site. This does not result in any obligation for Lycos to purchase this Accrue G2 component. - Lycos Europe and Accrue agree upon a joint press announcement. ---------- [*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Page 12 EXHIBIT B TO THE ACCRUE SOFTWARE LICENSE AGREEMENT SCOPE / ACCEPTANCE CRITERIA OF PROTOTYPE SERVICE LYCOS After the discovery phase [*] of the prototype installation a document with Scope and Acceptance Criteria will be created and added as an attachment to this Agreement. After handover of the prototype deliverables Lycos will immediately review and test the results and, within [*] business days after handover, accept the deliverables or notify Accrue of any part thereof that fails to conform to the terms of acceptance. If Accrue is notified of any part of deliverables that fails to conform to the terms of acceptance, Accrue will have the right to provide a correction of all failing parts within [*]. In case Accrue still fails to meet the acceptance criteria after this period Lycos can choose to terminate this agreement without any obligation to purchase the software or enter into a maintenance agreement. If Customer fails to notify Accrue of any Defect within the [*] period, Customer will be deemed to have accepted the Deliverables as fully conforming to the obligations as specified in the Acceptance Criteria, and Customer thereby expressly waives any claim or defense relating to its obligation to initial pay Accrue. ---------- [*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Page 13 DATE:_________ Exhibit C To the Accrue Software License Agreement Contact Informations LICENSEE LEAD TECHNICAL CONTACT: LICENSEE BILLING CONTACT: Name: Name: ------------------------------ ----------------------------- Title: Title: ------------------------------ ----------------------------- Address Address ------------------------------ ----------------------------- City: State: Zip: City: State: Zip: ------- ---- -------- -------- ---- ------- E-Mail E-Mail ------------------------------ ----------------------------- Phone: Phone: ------------------------------ ----------------------------- Fax: Fax: ------------------------------ ----------------------------- LICENSEE SECONDARY TECHNICAL CONTACT: LICENSEE MARKETING CONTACT: Name: Name: ------------------------------ ----------------------------- Title: Title: ------------------------------ ----------------------------- Address Address ------------------------------ ----------------------------- City: State: Zip: City: State: Zip: ------- ---- -------- -------- ---- ------- E-Mail E-Mail ------------------------------ ----------------------------- Phone: Phone: ------------------------------ ----------------------------- Fax: Fax: ------------------------------ ----------------------------- LICENSOR TECHNICAL SUPPORT: LICENSOR SALES CONTACT: E-Mail support@accrue.com Name: Hubert Beckmann Title: Director Sales Operations EMEA Phone: +49 2203 918 112 E-Mail hbeckman@accrue.com Fax: Phone: +49 2203 918 115 Fax: +49 2203 918 200
Page 14 Exhibit D To the Accrue Software License Agreement Support Agreement 1. DEFINITIONS. In this Exhibit, the following definitions shall apply: a. "Authorized Contact(s)" shall mean the two (2) representative(s) of Licensee, as designated in Exhibit H attached hereto, who will be the exclusive point of contact with Company with respect to technical support of the Software. Licensee will have the right to change the Authorized Contacts with prior written notice, including by email, to Company. b. "Company" shall mean the Licensor under the Software License Agreement, Accrue Software, Inc. c. "Documentation" shall mean the documentation that Company provides to its Licensees for the Software. Licensee will have the right to make multiple copies of such documentation and training materials onto agreed upon media for internal use, training, and reference purposes. d. "Error" shall mean any verifiable and reproducible failure of the Software to substantially conform to the Specifications for such Software. Notwithstanding the foregoing, "Error" shall not include any such failure that is caused by: (i) the use or operation of the Software with any other software or programming languages or in an environment other than that intended or recommended by Company, (ii) modifications to the Software not made by Company, or (iii) any bug, defect or error in other software used with the Software or any other failure of such software to conform to its published specifications. e. "Error Correction(s)" shall mean either a modification, addition to, or deletion from the Software that substantially conforms such Software to the Specifications or a procedure or routine that, when observed in the regular operation of the Software, eliminates any material adverse effect on Licensee of such Error. f. "Software License Agreement" shall mean the license agreement under which the Software was licensed to Licensee. g. "Software" shall have the meaning as forth in the Software License Agreement. h. "Specifications" shall mean the published specifications for the Software, as set forth in the Documentation for the Software. i. "Revision" shall mean a subsequent release of the Software denoted by a change in Software release number to the right side of such release number decimal point. Revisions may include, but not be limited to, Error Corrections, and minor changes to existing functionality. Revisions would not include new functionality, features or options. j. "Version" shall mean a subsequent release of the Software denoted by a change in the Software release number to the left of the release number decimal point. Versions may include, but not be limited to, Error Corrections, and major changes to existing functionality. Versions may include new functionality, features or options. k. "Work Around" shall mean a technically feasible change in the operating procedure of the Software whereby the effects of the Error on the normal operation of the Software are reasonably minimized. l. "Primary Function" shall mean a function that is frequently used and as such constitutes an essential function for which the Software is purchased e.g. Collecting, Analyzing, and Loading data, and running Standard Reports. m. "Secondary Function" shall mean a function that is infrequently used and that as such does not constitute an essential function for which the Software is purchased. Page 15 n. "Level 1 -- Critical" shall mean a problem causing the complete failure of the Network Collector or Data Warehouse loading functionality or Standard Reporting delivery. o. "Level 2 -- Moderate" shall mean a problem that causes degradation minimal or otherwise in the operation of a Primary or Secondary Function. p. "Initial Term" shall mean that period beginning on the Effective Date and extending for one (1) year thereafter. q. "Effective Date" shall mean the first day of the month not less than thirty (30) days but not to exceed sixty (60) days from the date that the Software is Delivered by Licensor. 2. MAINTENANCE SERVICES. a. Licensee Responsibilities. Licensee agrees to notify Company in writing (including by email) or telephone promptly following the discovery of any Error. Further, upon discovery of such an Error, Licensee agrees, if requested by Company, to submit to Company a list of output and any other data that Company may reasonably require to reproduce the Error and the operating conditions under which the Error occurred or was discovered. Such list and data shall be deemed Confidential Information of Licensee. b. Error Corrections. During the term of this Agreement, Company shall use commercially reasonable efforts to provide Error Corrections for Errors in the Software reported by Licensee to Company. c. Revisions and Versions. During the term of this Agreement, Company shall make available to Licensee any Revisions or Versions of the Software or Documentation at no extra charge, subject to limitations explicitly set forth in section 2(d) below. Company will make such Revisions or Versions available to Licensee when Company makes such Revisions or Versions generally available to its other Licensees then covered by maintenance. d. Current Release. Company's obligations under this Agreement shall apply only to those Revisions/Versions of the applicable Software that are within two (2) Revisions/Versions of the then-current Revision/Version, and within a one (1) year time frame of current Revision or Version, whichever is greater, provided Licensee is under then-current support. Company shall give Licensee not less than ninety (90) days notice that support will be terminated for a particular Version. e. Limitations. Company shall have no obligation under this Agreement to make any modifications to Revisions or Versions to conform to any previous modifications of the Software or Documentation made by Licensee or any third party. Company shall have no obligation under this Agreement to correct Errors which result from the breach by Licensee of this Agreement or the Software License Agreement, or which cannot be remedied due to any modifications of the Software made by Licensee or any third party. If Company agrees to remedy any errors or problems not covered by the terms of this Agreement, Licensee shall pay Company for all such work performed at Company's then-current standard Consulting Services rates. Licensee acknowledges that Company is under no obligation to perform services with respect to any hardware or any software which is not the Software. 3. BASIC SUPPORT SERVICES. a. Telephone/ Email Support. During the term of this Agreement, Company will provide telephone consultation and advice to up to two (2) Authorized Contacts who will be authorized to contact Company regarding technical support of the Software between the hours of 6:00 a.m. and 6:00 p.m., Pacific Standard Time, Monday through Friday, excluding holidays. Licensor will acknowledge the receipt of Licensee's telephone call or email by phone or email within four (4) business hours based upon Pacific Standard Time where for the purposes of this Agreement, business hours are construed to be 6:00 am to 6:00 pm. Licensor will first attempt to resolve the problem over the phone or via email. If the problem cannot be simply resolved via phone or email, Licensor will make a determination as to the level of the reported problem then proceed along the following guidelines: (i). For Level 1 -- Critical problems or Errors, Licensor will engage in a commercially reasonable effort to provide the Licensee a Work Around, Error Correction, or both as soon as possible from the time that the Page 16 problem is reported and is reproducible by the Licensor. In the event that the Licensor, at their offices, cannot reproduce and/or resolve a problem and/or Error, Licensor will provide support at the Licensee's site at the sole expense of the Licensor. In the event that the problem or Error is discovered to have been caused as a result of any Licensee act or omission, or configuration, hardware environment, network or software environment that was previously undocumented or specifically not supported per Licensor's Documentation, then the Licensor reserves the right to recover all expenses related to the support of the Licensee at the Licensee's site including but not limited to travel, accommodation, meals, and service and consulting fees at the then current prices for such services. (ii). For Level 2 -- Moderate problems or Errors, Licensor will engage in a commercially reasonable effort to provide the Licensee a Work Around, Error Correction, or both as soon as possible from the time that the problem and/or Error is reported by Licensee. b. Interactive Customer Message Board. During the term of this Agreement, Licensee will have web-access to an Online Customer Message Board. c. Online Tips & Techniques. During the term of this Agreement, Company product managers and engineers will be hosting free Web-based training seminars covering a variety of topics which facilitate the use of the Software. These seminars will be broadcast on a periodic basis and Company is under no obligation to provide them on any regular or specific schedule. d. Online Historical Documents. The Licensee will have web-access during the term of this Agreement to online documentation of historical trouble shooting cases. e. Extended Support (If Purchased). Extended Support provides the same support levels as described in Section 3 (a,b,c,d) of this Agreement, but for additional personnel, designated by the Licensee, above the two contacts allowed for under Basic Support. Extended Support is provided and priced under the terms and conditions of Exhibit A of the Software License Agreement or by addendum thereto. f. Premium Support (If Purchased). Premium Support provides the same support levels as described in Section 3 (a,b,c,d and e) of this Agreement, but for extended hours for Telephone Support (24x7 excluding holidays). Premium Support is provided and priced under the terms and conditions of Exhibit A of the Software License Agreement or by addendum thereto. g. Limitations. Licensee acknowledges that Company is under no obligation to perform services with respect to any hardware or any software which is not Software as defined in the Software License Agreement. Licensee also acknowledges that the Software may be extended with built-in programming languages and databases -- such as, but not limited to, Oracle, Java, C, C++, VB Script and Structured Query Language. Company is under no obligation to provide support services for these specific products. 4. FEES. a. Support Fees. For the Initial Term (as set forth on Exhibit A of the Software License Agreement), Licensee shall pay to Company the support fees designated in Exhibit A upon the terms provided therein. The support fee for the Initial Term shall be due and payable on the Effective Date. The support fee for renewal periods, if any, shall be at Company's then-current maintenance and support. Company may change such fees for a renewal period at any time prior to sixty (60) days before such renewal period. The support fees for renewal periods shall be payable in advance, on the expiration of the Initial Term or the applicable anniversary thereof. c. Taxes. All amounts payable are gross amounts but exclusive of any value added tax, use tax. Licensee shall pay all applicable taxes, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement. 5. TERM AND TERMINATION. a. Term. The term of this Agreement shall begin on the Effective Date and shall continue for the Initial Term (as set forth on Exhibit A) unless earlier terminated pursuant to Section 10. Upon the expiration of the Initial Term, the Page 17 term of this Agreement may be renewed for subsequent twelve (12) month periods upon mutual written agreement of the parties. Notwithstanding the foregoing, Company agrees to offer support services for the Software for as long as the Version of the Software for which Licensee seeks support services is still then supported by Company according to the terms of this Agreement, provided Licensee is under then-current support. b. Survival. The following provisions shall survive any termination, expiration or cancellation of this Agreement: 1, 5, 6, 7 and 8, and any rights and obligations which accrued prior to termination or expiration, and provisions of this Agreement which by their express terms are intended to survive termination or expiration of this Agreement. 6. PROPRIETARY RIGHTS. Any corrections, additions or modifications to the Software or Documentation effected or delivered under this Agreement and any Revisions or Versions supplied under this Agreement shall be deemed part of the applicable Software and subject to all of the provisions of the Software License Agreement. 7. DISCLAIMER. Company agrees to provide the services hereunder in a timely and professional manner but provides no warranty, express or otherwise, with respect to the support, and Company specifically disclaims all implied warranties of merchantability, or fitness for a particular purpose. 8. LIMITATION OF LIABILITY. Except for willful misconduct and gross negligence by Company, Licensee agrees that Company's liability hereunder for damages hereunder shall in no event exceed the amount of the most recent maintenance and support fee paid by Licensee pursuant to this Agreement. Licensee further agrees that, except for willful misconduct and gross negligence, Company will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services, or for any claim or demand against Licensee by any other party. In no event will Company be liable for consequential, incidental, special, indirect, or exemplary damages arising out of this Agreement, however caused and under any theory of liability (including negligence), even if Company has been advised of the possibility of such damages. Licensee acknowledges that the amounts payable hereunder are based in part on these limitations, and further agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. 9. SUBCONTRACTING. Company may subcontract its responsibilities and obligations under this Agreement upon first obtaining Licensee's written consent to do so and to specific firms or entities mutually agreed upon by the parties. Nothing in the foregoing shall be construed as to relieve Company of it's essential obligations and responsibilities hereunder. 10. SOFTWARE LICENSE AGREEMENT. This Support Agreement is attached as Exhibit D and made a part of the Software License Agreement between Company and Licensee. Page 18 Exhibit E TO THE ACCRUE SOFTWARE LICENSE AGREEMENT ACCRUE COMPETITORS THE FOLLOWING IS A LIST OF LICENSOR COMPETITORS TO WHICH THE SOFTWARE MAY NOT BE ASSIGNED WITHOUT PRIOR WRITTEN APPROVAL OF THE LICENSOR: [*] [*] ---------- [*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Page 19 Exhibit F TO THE ACCRUE SOFTWARE LICENSE AGREEMENT AUTHORIZED SUPPORT REPRESENTATIVE CONTACTS CONTACT # 1: COMPANY: --------------------------------- NAME: --------------------------------- ADDRESS: --------------------------------- TELEPHONE: --------------------------------- E-MAIL: --------------------------------- CONTACT # 2: COMPANY: --------------------------------- NAME: --------------------------------- ADDRESS: --------------------------------- TELEPHONE: --------------------------------- E-MAIL: --------------------------------- LICENSEE MAY CHANGE SUPPORT CONTACTS FROM TIME TO TIME UPON WRITTEN NOTICE TO COMPANY. Page 20