Software License Agreement - HNC Software Inc. and Infoseek Corp.


                                            *CONFIDENTIAL TREATMENT REQUESTED.
                                             CONFIDENTIAL PORTION HAS BEEN FILED
                                             SEPARATE WITH THE SECURITIES AND
                                             EXCHANGE COMMISSION.


                           SOFTWARE LICENSE AGREEMENT

                  This Agreement, dated as of May 8, 1996 (the "EFFECTIVE DATE")
is entered into by and between HNC SOFTWARE INC. ("HNC'), a corporation
organized under the laws of the state of Delaware, and INFOSEEK CORPORATION
("LICENSEE"), a corporation organized under the laws of California.

                  WHEREAS; HNC is the developer and owner of a proprietary
software system known as CONVECTIS(TM);

                  WHEREAS, Licensee wishes to obtain the right to license use
the HNC Software with respect to categorizing documents in conjunction with
Licensee's Internet products; and

                  WHEREAS, HNC is willing to grant such rights to Licensee on
the terms and conditions set forth in this Agreement;

                                    AGREEMENT

                  In consideration of the mutual agreements contained herein,
the parties hereby agree as follows:

         1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                  (a) "HNC DOCUMENTATION" shall mean the user's guides or
manuals, published by HNC and supplied with the HNC Software and which are
generally supplied by HNC to licensed end users and shall also include
documentation for customized options delivered to Licensee.

                  (b) "END-USER" shall mean any subscriber and/or licensee of
Licensee's Internet products, which shall include Licensee.

                  (c) "HNC SOFTWARE" shall mean the CONVECTIS server application
and the CONVECTIS tuning application, and any licensed options, modifications,
or enhancements thereto, as supplied to Licensee by HNC pursuant to licenses
granted under this Agreement.

                  (d) "ERROR" shall mean any failure of the HNC Software to
substantially conform to the specifications set forth in Exhibit G.

                  (e) "LICENSED APPLICATION" shall mean the automatic
categorization of Internet information into groups.

 
- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (f) "CONTEXT VECTORS" shall mean the HNC Software-generated
*mathematical representation of Licensee [] which does not include the []
*or cannot be [] to [] the [].

         2.       LICENSE.

                 (a) Subject to the terms and conditions of this Agreement,
 during the term of this Agreement, HNC grants to Licensee a, nonexclusive,
 nontransferable right and license to:

                         (i) use, maintain, display, and reproduce (in object
 code form only), for the Licensed Application the HNC Software in accordance
 with Exhibit A.

*                        (ii) market, promote and provide [] produced by the
 HNC Software to End Users as a part of Licensee's Internet products.

*                        (iii) provide first-line support for the [] produced
 by the HNC Software to End Users.

                         (iv) Nothing herein entitles Licensee to use, market or
 provide any of the HNC Software to any third party except in accordance with 
 the terms and conditions of this Agreement.

                 (b) HNC reserves all rights not expressly granted hereunder.

*                (c) HNC agrees not to [] the [] to [] Inc. [], Inc.,
*[], Inc., and [], Inc. for the [] for a term of [] from the Effective Date.

*                (d) HNC agrees not to provide the benefit of the [], for a

*period of [] after such [] are created, to any of the [] listed in Exhibit J.
*The parties agree that the list in Exhibit J shall be limited to []. HNC agrees
*that Licensee may, at [] intervals, beginning on the Effective Date, amend
*Exhibit J to add and delete [], except that if HNC is already in bona fide []
*with any such added [], then HNC may provide the benefit of the then-current []
*to such [] by providing written documentation of such [] to Licensee and by
*completing a [] with such [] within [] days of such amendment.

         3.       MARKETING RESPONSIBILITIES.


CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                        *CONFIDENTIAL TREATMENT REQUESTED
                                         FOR REDACTED PORTION

                                        2

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (a) Licensee shall be solely responsible for the marketing,
 promotion, and/or distribution of Licensee's products.

                  (b) Licensee shall indicate use of the HNC Software in those
 Licensee marketing materials and product documentation described in Exhibit K.

                  (c) During the term of this Agreement, Licensee shall include
 a graphic with linked URL supplied by HNC in a location mutually agreed upon by
 the parties.

         4. ACCEPTANCE OF THE HNC SOFTWARE; MODIFICATIONS TO THE HNC SOFTWARE BY
 HNC.

                  (a) HNC shall participate jointly with Licensee in the testing

 of the HNC Software in accordance with the installation and testing procedures
 set forth in Exhibit D (the "Acceptance Test Procedures"). The Acceptance Test
 Procedures shall be designed to determine whether the HNC Software
 substantially conforms to the HNC and Licensee mutually agreed upon Requirement
 Analysis. Each party will inform the other of each Error as it is discovered by
 such party, and HNC will correct each Error as soon as reasonably possible
 after it is reported. The process of testing the Error reporting and correction
 will continue and be repeated until the HNC Software successfully completes the
 Acceptance Test Procedures or until the "Test Completion Deadline" set forth in
 Exhibit D is reached, whichever occurs first. Both parties shall act promptly
 in testing the HNC Software and in reporting Errors pursuant to this Section 4.
*HNC shall have [  ] days following the Test Completion Deadline to correct any 
 remaining Errors reported by Licensee on or before such date.

                  (b) In the event that HNC fails to correct such Errors within
*the [  ] period described in section (a) immediately above, Licensee may, at
 its option and as its exclusive remedy, (i) agree in writing with HNC to extend
 the time period in which HNC is required to correct such Errors, (ii) agree in
 writing with HNC to modify applicable Specifications or Acceptance Test
 Procedures, or (iii) terminate this Agreement by giving HNC written notice of
 termination within thirty (30) days after the date on which HNC is required to
 correct such Errors (as such date may be extended under subparagraph (i)
 above). In the event that Licensee elects to terminate this Agreement pursuant
*to subparagraph (iii) immediately above, HNC shall refund to Licensee [ ] the
 one-time installation fee referred to in Exhibit A of this Agreement and any
 other amounts which shall have been paid by Licensee under this Agreement.
 Additionally, all licenses granted to Licensee under this Agreement shall
 immediately terminate, and Licensee shall promptly return to HNC all copies in
 its possession of the HNC Software, Documentation and other materials received
 from HNC under this Agreement, and neither party shall have any further
 obligations to the other party except for the confidentiality obligations under
 Section 7.

CONFIDENTIAL AND PROPRIETARY INFORMATION
 -----------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                        3

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                 (c) Unless rejection of the HNC Software by Infoseek occurs
 prior thereto, the HNC Software shall be deemed to have been accepted by
 Licensee upon the earlier to occur of (i) the successful completion of the
 Acceptance Test Procedures, or (ii) the first date on which Licensee makes the
 information provided by the HNC Software available to End Users, excepting in
 conjunction with Licensee's use of the HNC Software for testing and acceptance
*purposes, including external beta testing; or (iii) [  ]. At HNC's request at
 such time, Licensee shall furnish HNC with a certificate confirming Licensee's
 acceptance of the HNC Software.

                  (d) If Licensee and HNC jointly agree to use HNC resources for
 any additional consultation services, then such additional services will be
 charged either on a negotiated and mutually agreed upon fixed price basis or on
 a time and materials basis according to HNC's then current published rate
 schedule.

         5.       PAYMENTS TO HNC.

                  (a) Except as otherwise provided in Exhibit A of this
 Agreement, all payments due to HNC hereunder shall be due and payable in full
 within thirty (30) days of receipt by Licensee of a proper invoice therefor.
 All past due payments will accrue interest at a rate of one and one-half
 percent (1.5%) per month on the unpaid balance from the due date until paid in
 full.

                  (b) Except as otherwise specified herein, all obligations with
 respect to the amounts due either party shall survive any expiration or
 termination of this Agreement.

                  (c) All payments by Licensee to HNC under this Agreement for
 any fees due hereunder will be exclusive of any sales, use, service, value
 added or withholding taxes, or any other levy, tariff, duty or tax of any kind
 whatsoever imposed by any governmental authority with respect to the services
 rendered or expenses incurred by HNC hereunder (other than a tax imposed upon
 HNC's income). Licensee agrees to pay, within thirty (30) days of receipt of
 the applicable HNC invoices, any such tax whenever such tax is imposed by a
 governmental authority.

         6. SUPPORT AND MAINTENANCE. HNC's responsibility to provide support or
 maintenance for the HNC Software is set forth in Exhibit B to this Agreement.

         7. PROPRIETARY RIGHTS; CONFIDENTIALITY.

                  (a) Ownership. Licensee acknowledges and agrees that HNC will
own the sole and exclusive worldwide right, title and interest in and to the
HNC Software, Context Vectors, Enhancements to the HNC Software, the 
Documentation and all

CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                        4

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

worldwide intellectual property rights therein and all copies thereof, in whole
and in part, subject only to Licensee's limited license rights to use such HNC
Software and Documentation as permitted by this Agreement.

                  (b) Notwithstanding any rights granted in Section 2 above, HNC
reserves the right to restrict Licensee's use of HNC's trademarks and/or
tradenames, including, but not limited to, HNC, HNC Software, Content Mining
and/or Convectis, except as expressly permitted in writing by HNC.
Notwithstanding the foregoing, Licensee shall: (i) reference its use of HNC
technology and the HNC Software in copyright and/or other proprietary rights
notices required under this Agreement; and (ii) place HNC's logo with URL link
at a location mutually agreed to by the parties.

                  (c) The HNC Software contains trade secrets of HNC and to
protect them Licensee agrees that Licensee will not decompile, reverse engineer,
disassemble or otherwise reduce the HNC Software to a human perceivable form or
permit any other party to do so. Licensee may not modify, adapt, translate,
rent, lease, sell, sublicense, loan, resell for profit, distribute, time-share
or create any derivative works based upon, the HNC Software or any portion
thereof or permit any other party to do so. HNC agrees that HNC will not
decompile, reverse engineer, disassemble or otherwise reduce the Context Vectors
to a form permitting access to the underlying text or permit any other party to
do so.

                  (d) Confidentiality. Licensee and HNC each agree that neither
will, at any time during or after the tenn of this Agreement, disclose or
disseminate to any other person or entity, or use except as permitted by this
Agreement, any information regarding the business, data, processes, technology,
software or products of the other party obtained during the course of
performance under this Agreement (the "CONFIDENTIAL INFORMATION"). The
Confidential Information of HNC will include, but not be limited to, the HNC
Software, the Documentation and any related materials. The Confidential
Information for Licensee will include, but not be limited to information about
its business plans, its directory data, its Internet business, and any other
non-public data provided by Licensee to HNC. Each party will use its best
efforts to ensure that any Confidential Information obtained from the other
party will be disclosed only to the receiving party's employees and agents and
only on a "need-to-know" basis, and that such employees and agents will be bound
by an obligation to maintain the confidentiality of the Confidential Information
similar to the obligations of HNC and Licensee under this Section. Nothing
contained herein will be construed to restrict or impair in any way the right of
the parties to disclose or communicate any information which (i) is at the time
of its disclosure hereunder generally available to the public; (ii) becomes
generally available to the public through no fault of the receiving party; (iii)
is, prior to its initial disclosure hereunder, in the possession of the
receiving party as evidenced in a documentary form; (iv) is independently
developed by a party without use of or reference to any of the other party's
Confidential Information; or (v) is acquired by the receiving party from any
third party having a right to disclose it to the receiving party; provided
however, that either party may disclose the terms and conditions of this
Agreement

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                        5

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

to supervisory or regulatory authorities, their counsel and accountants or
otherwise, if legally required.

                  (e) Remedies: Survival. HNC and INFOSEEK agree that in the
event that either party breaches any of the provisions contained in this Section
7, then, notwithstanding the provisions of Section l3(k), the nonbreaching party
shall be authorized and entitled to seek from any court of competent
jurisdiction (i) a temporary restraining order, (ii) preliminary and permanent
injunctive relief; and (iii) an equitable accounting for all profits or benefits
arising out of such breach. Such rights or remedies shall be cumulative and in
addition to any other rights or remedies to which the non-breaching party may be
entitled. The provisions of this Section 7 shall continue in effect following
termination of this Agreement and expiration or termination of the Term.

                  (f) Public Disclosure. HNC and Licensee shall cooperate in the
preparation of one or more joint press releases with respect to the subject
matter of this Agreement. However, no such release shall be issued without the
written consent of both parties. Such consents shall not be unreasonably
withheld or delayed.

                  (g) Confidentiality of Agreement. The terms and conditions of
this Agreement are and shall remain and be kept completely confidential by the
parties and their employees and agents and shall not be disclosed to any third
party without the prior written consent of the other party; provided however,
that either party may disclose the terms and conditions of this Agreement to (i)
potential acquirers or financial investors, or (ii) to their legal counsel and
accountants, and to governmental agencies or authorities (including but not
limited to the Securities and Exchange Commission) or otherwise if such party
believes such disclosure is legally required. If a party needs to disclose the
terms of this Agreement for financial investment purposes or is legally required
to disclose the terms of this Agreement to any governmental agency or authority,
it will promptly advise the other party and attempt to limit disclosure and seek
confidential treatment of such disclosed information.

         8.       LIMITED WARRANTIES OF HNC.

                  (a) HNC represents and warrants to Licensee that: (i) HNC is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware; (ii) HNC has the corporate power and authority to
enter into this Agreement and perform all of its obligations hereunder; and
(iii) HNC is the sole and exclusive owner of and/or has all necessary rights to
all intellectual property rights in and to the HNC Software; HNC has all legal
right and authority to grant and convey to Licensee the rights and licenses
contained in this Agreement without violation or conflict with any law; there is
no action, suit, claim, arbitration, or other proceeding pending or threatened
which questions this Agreement or HNC's ownership of the HNC Software or any
intellectual property rights therein; the HNC Software does not infringe upon
any proprietary right or intellectual property rights of any third party.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                        6

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (b) Conformity to Specifications. HNC hereby warrants that the
HNC Software will conform in all material respects to the specifications
described in Exhibit G hereto and will function in accordance with such
specifications in all material respects during the term of this Agreement. In
the event that Licensee discovers a material malfunction in the HNC Software (a
"Program Error"), HNC agrees to use its best efforts to correct, cure, replace
or otherwise remedy, at HNC's option, such Program Error at HNC's sole expense
in accordance with the procedures specified in Exhibit L. Licensee agrees to
cooperate and work closely with HNC in a prompt and reasonable manner in
connection with HNC's correction efforts. Licensee's sole remedy for any breach
of warranty under this Section will be to have HNC use its reasonable best
efforts to cure such breach as provided herein.

                  (c) WARRANTY DISCLAIMER. EXCEPT FOR THE FOREGOING EXPRESS
WARRANTIES SET FORTH IN THIS SECTION, HNC MAKES NO OTHER WARRANTIES, EITHER
EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR
PURPOSE OR CORRESPONDENCE WITH DESCRIPTION.

         9.       INFRINGEMENT OF THIRD PARTY RIGHTS.

                  (a) Indemnification. HNC will indemnify Licensee against, and
hold Licensee harmless from, any liability, cost, loss, or expense arising out
of any claim, demand, or action alleging that the HNC Software or any portion
thereof as furnished under this Agreement and used within the scope of the
licenses granted to Licensee hereunder infringes any third-party rights in a
trade secret, a copyright, patent, or trademark; provided that: (i) Licensee
promptly gives written notice of the claim, demand, or action to HNC; (ii)
Licensee gives prompt, reasonable assistance to HNC at HNC's expense in
connection with the defense and/or settlement of such claim, demand or action;
and (iii) HNC directs, controls, and fully participates in the defense of or any
settlement of such claims, demand or action.

                  (b) Exceptions. Notwithstanding the foregoing, HNC's indemnity
obligations under Section 9(a) above will not apply, when the alleged
infringement would not have occurred but for said modifications or combinations
to any claim, demand or action to the extent arising from: (i) modifications
made to the HNC Software that were not authorized by HNC; or (ii) the
combination of the HNC Software with any products not provided by HNC.

                  (c) Injunctions. In the event that Licensee's use of the HNC
Software or portion thereof in accordance with this Agreement is enjoined in an
action as described in Section 9(a) above, or HNC reasonably believes that it
will be so enjoined, then HNC will use its best efforts to promptly, at its sole
option and expense: (i) procure for Licensee the right to continue using the HNC
Software or portion thereof; (ii) replace the same with non- infringing software
of equivalent functions and efficiency.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                        7

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (d) Sole and Exclusive Remedy. The remedies specified in this
Section 9 will be Licensee's sole and exclusive remedies in connection with any
alleged or actual infringement or misappropriation of any intellectual property
rights by the HNC Software or the Documentation. "HNC" Software as used in this
Section 9 shall include the Documentation.

         10.      LIMITS ON LIABILITY.

                  (a) Limited Liability. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF BUSINESS OR FOR INDIRECT,
INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY
LICENSEE, IT'S CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE HNC SOFTWARE, THE DOCUMENTATION OR ANY OTHER HNC PRODUCTS OR SERVICES, FOR
ALL CAUSES OF ACTION OF ANY KIND (INCLUDING BUT NOT LIMITED TO TORT, CONTRACT,
NEGLIGENCE, STRICT PRODUCT LIABILITY AND BREACH OF WARRANTY) EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

                  (b) Limit on Maximum Liability. EXCEPT FOR HNC'S OBLIGATIONS
PURSUANT TO SECTION 9, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL IN
NO EVENT EXCEED THE TOTAL DOLLARS PAID BY LICENSEE TO HNC UNDER THIS AGREEMENT
(EXCLUSIVE OF INSTALLATION FEES AND REIMBURSED EXPENSES) FOR THE FIRST TWELVE
(12) MONTHS DURING WHICH ANNUAL LICENSE FEES ARE DUE AND PAYABLE TO HNC
HEREUNDER.

         11.      SOURCE CODE ESCROW.

                  11.1 Escrow Agreement. HNC, Data Securities International,
Inc. ("DSI") (or another escrow agent mutually agreeable to INFOSEEK and HNC)
and INFOSEEK shall enter into a Technology Escrow Agreement in substantially the
form attached hereto as Exhibit D (the "ESCROW AGREEMENTS") which sets forth the
conditions under which Source Code (as defined below) for the applicable HNC
Software will be released to INFOSEEK in the event of a Triggering Event as
defined below. If the Source Code is released to INFOSEEK in accordance with the
terms of this Section 11 and the terms of the Escrow Agreement, INFOSEEK agrees
that it may use the Source Code solely for the purpose of enabling INFOSEEK to
itself internally support and maintain its Licensed Use of the HNC Software
during the Term in accordance with the terms and conditions of this Agreement.
As used in this Section 11, the term "SOURCE CODE" means, collectively, source
code deposited on computer magnetic media, test programs and program
specifications, compiler and assembler descriptions, descriptions and locations
of third-party computer programs required to use or support the HNC Software,
and technical documentation that HNC uses to maintain or support the HNC
Software, to the extent such exists at the time of the deposit

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                        8

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT


of the Source Code into the deposit account pursuant to the Escrow Agreement or
in the month prior to such deposit. Within thirty-five (35) days after the
Acceptance Date of each Version of the HNC Software that INFOSEEK elects to
install on the Designated System, HNC shall deposit one (1) copy of the Source
Code for such Version of the HNC Software into a deposit account with DSI
pursuant to the Escrow Agreement. Receipt of the Source Code by INFOSEEK under
the terms of the Escrow Agreement shall not by itself terminate this Agreement.
If INFOSEEK receives the Source Code for HNC Software under the terms of the
Escrow Agreement, such Source Code shall be subject to all terms of ownership,
use, access, disclosure, payment to HNC and termination specified in this
Agreement. HNC agrees to update escrow deposits from time to time by promptly
placing all upgrades, enhancements, and New Versions of the HNC Software in
escrow with DSI. INFOSEEK shall pay all expenses charged by DSI to establish and
maintain the escrow arrangement. In the event of any conflict between this
Agreement and the Escrow Agreement, this Agreement shall control.

                  11.2 Triggering Event Defined. As used herein, "TRIGGERING
 EVENT" means and includes the following:

                          11.2.1 Action by HNC under any state corporation or
 similar law for the purposes of dissolution;

                          11.2.2 Action by HNC under any state insolvency or
 similar law for the purpose of its bankruptcy or liquidation;

                          11.2.3 A voluntary filing by HNC of a petition for
 relief under Chapter 7 or Chapter 11 of the United States Bankruptcy Code.

                          11.2.4 The filing of an involuntary petition in
 bankruptcy against HNC that is not dismissed within sixty (60) calendar days
 after its filing;

                          11.2.5 The occurrence of a material breach by HNC of
 its obligations under Section 6 hereof to provide support and maintenance of
*the applicable HNC Software, which material breach is not cured by HNC within
 [ ] after HNC's actual receipt of notice of such material breach from INFOSEEK.

         12.      TERM AND TERMINATION.


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION



                                        9


HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (a) The Initial Term of this Agreement shall commence on the
 Effective Date and shall continue for a period ending five (5) years after the
 date of acceptance of the HNC Software unless earlier terminated in accordance
 with this Agreement. At the completion of the Initial Term, this Agreement will
*automatically be renewed for one or more subsequent Renewal Terms of [] unless
*and until either party, upon at [] prior to the end of the Initial Term or any
 Renewal Term, notifies the other party in writing of its intent, to allow this
 Agreement to expire at the end of such Initial Term or Renewal Term (as
 applicable).

                  (b) Either party to this Agreement may, upon written notice to
 the other, terminate this Agreement if the other party materially defaults in
 the performance of any of its duties or obligations hereunder, provided that
 such default is not curable or, if curable, shall not have been substantially
 cured within ninety (90) days after written notice is given of such default.

                  (c) To the extent permitted by applicable law (including II
 U.S.C. Section 365) the non-defaulting party may terminate this Agreement
 immediately by written notice to the other in the event the other party makes
 an assignment for the benefit of its creditors, admits in writing an inability
 to pay debts as they mature, a trustee or receiver is appointed respecting all
 or a substantial part of the other party's assets, or a proceeding is
 instituted by or against the other party under any provision of the Federal
 Bankruptcy Act and is acquiesced in or is not dismissed within sixty (60) days
 or results in an adjudication of bankruptcy. To the extent applicable law
 prevents the non-defaulting party from terminating this Agreement, if it should
 wish to do so as described above, then the parties shall have only those rights
 and remedies permitted by applicable law, including the United States
 Bankruptcy Act, including but not limited to II U.S.C. Section 365. However,
 the non-defaulting party has the unrestricted right, at its option, not to
 terminate this Agreement and to continue to exercise its rights under this
 Agreement.

                  (d) In the event of the expiration or termination of this
 Agreement, Licensee shall certify to HNC that it has ceased use of the HNC
 Software, shall return to HNC all online copies of the HNC Software and copies
 of HNC User Documentation, and all proprietary and confidential information
 relating to the HNC Software, in Licensee's possession, and shall erase or
 destroy as soon as is commercially reasonable and practicable all other copies
 of the HNC Software and other proprietary and confidential information relating
 to HNC Software previously stored offline by Licensee. The obligation of each
 party pursuant to Sections 5, 7, 8, 9, 10, and 13 shall survive expiration or
 termination of this Agreement for any reason.

         13.      MISCELLANEOUS.


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION



                                       10

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (a) Disclaimer of Partnership and Agency. HNC and
Licensee are independent contractors and will have no power, nor will either of
the parties represent that it is has any power, to bind the other party or to
assume or to create any obligation or responsibility, express or implied, on
behalf of the other party or in the other party's name. This Agreement will not
be construed as constituting HNC and Licensee partners, joint venturers or
agents or to create any other form of legal association that would impose
liability upon one party for the act or failure to act of the other party.

                  (b) Counterparts. This Agreement may be executed in
counterparts, which taken together shall constitute one single Agreement between
the parties.

                  (c) Section Headings: Exhibits. The section and subsection
headings used herein are for reference and convenience only, and will not enter
into the interpretation hereof. The Exhibits referred to herein and attached,
and to be attached hereto, are incorporated in this Agreement to the same extent
as if set forth in full herein.

                  (d) No Waiver. No delay or omission by either party hereto to
exercise any right or power occurring upon any non-compliance or default by the
other party with respect to any of the terms of this Agreement will impair any
such right or power or be construed to be a waiver thereof. A waiver by either
of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other will not be construed to be a waiver of any succeeding
breach thereof or of any covenant, condition, or agreement herein contained. No
waiver of any rights of a party under this Agreement will be effective unless
such waiver is set forth in a writing signed by such party.

                  (e) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
unlawful, prohibited by or invalid under applicable law, then such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or any of the remaining
provisions of this Agreement.

                  (f) Governing Law. This Agreement will be governed by and
construed in accordance with the internal laws of the State of California
applicable to agreements made in California by California residents.

                  (g) Entire Agreement. This Agreement and the Exhibits hereto
constitute the entire agreement and understanding between the parties regarding
the subject matter hereof, and supersede all prior agreements, understandings,
documents and statements regarding such subject matter, and there are no
understandings or agreements relative hereto other than those which are
expressed herein. No amendment or modification of this Agreement will be
effective unless it is in writing and is executed by both HNC and Licensee. This
Agreement is separate from and independent of all other agreements between the
parties.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       11

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  (h) Notices. Under this Agreement, if one party is required to
give notice to the other, such notices shall be deemed given when personally
delivered or three (3) business days after being mailed by U.S. certified mail,
first class, postage prepaid, and addressed as follows (or to such other address
for notice as a party may subsequently notify the other in accordance with the
provisions of this Section):

      IF TO HNC:                                         IF TO LICENSEE:

      HNC Software Inc.                                  Infoseek Corporation
      5930 Cornerstone Court West                        2620 Augustine Dr. #250
      San Diego CA 92121-3728                            Santa Clara, CA 95054
      Attention: Executive Vice President                Attention: CEO

                  (i) No Assignment. Neither party shall, without the prior
written consent of the other party, assign or transfer this Agreement, and any
attempt to do so without first obtaining such written consent will be void and
of no force and effect. Notwithstanding the foregoing, (i) either party may
assign this Agreement by merger, reorganization, consolidation, formation of a
subsidiary, or sale of all or substantially all its assets, provided however
that neither party may assign or transfer this Agreement to any direct or
indirect competitor of the other party.

                  (j) Excused Performance. Notwithstanding anything to the
contrary herein, neither party shall be deemed to be in default of any provision
of this Agreement or be liable to the other party or to any third party for any
delay, error, failure in performance or interruption of performance due to any
act of God, war, insurrection, riot, boycott, strikes, interruption of power
service, interruption of communications service, labor or civil disturbance,
acts of any other person not under the control of either party or other similar
causes, the occurrence of which are (i) not reasonably foreseeable by a party
other than by virtue of the fact that similar things have happened in the past
from time to time, and (ii) beyond the reasonable control of that party.
Licensee and HNC shall each use its best efforts to remedy its delay, error,
failure to perform, or incomplete performance in a manner which is fair and
equitable to both parties. The delayed party shall give the other party
reasonable written notification of any material or indefinite delay due to such
causes. This Agreement shall be deemed to have been amended to extend the term
of this Agreement by the period of time attributable to the excusable delay.

                  (k) Informal Dispute Resolution. Any controversy or claim
between INFOSEEK and HNC, arising from or in connection with this Agreement or
the relationship of the parties under this Agreement, whether based on contract,
tort, common law, equity, statute, regulation, order or otherwise, other than a
dispute regarding ownership of software, documentation or Intellectual Property
rights (a "DISPUTE"), shall be resolved as follows:

                        (i) First, upon written request of either INFOSEEK or
HNC, the parties will each appoint a designated representative whose task it
will be to meet for the purpose of endeavoring to resolve such Dispute. The
designated representatives shall be

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       12

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

senior level managers of each party with the authority to make decisions and/or
commitments on behalf of the respective party to resolve the Dispute.

                        (ii) The designated representatives shall meet as often
as the parties reasonably deem necessary to discuss the problem in an effort to
resolve the Dispute without the necessity of any formal proceeding.

                        (iii) Unless delay would impair a party's rights under
applicable statutes of limitations, formal proceedings for the resolution of a
Dispute may not be commenced until the earlier of:

                                   (a) the designated representatives concluding
in good faith that amicable resolution through continued negotiation of the
matter does not appear likely; or

                                   (b) the expiration of the thirty (30) day
period immediately following the initial request to negotiate the Dispute;
provided, however, that this Section 19.1 will not be construed to prevent a
party from instituting formal proceedings earlier to avoid the expiration of any
applicable limitations period, to preserve a superior position with respect to
other creditors, or to seek temporary or preliminary injunctive relief from a
court pursuant to Article 11.

                        (iv) Temporary Restraining Order. Nothing in Section
13(k) shall be construed to prevent any party from seeking from a court a
temporary restraining order or other temporary or preliminary relief pending
final resolution of a Dispute pursuant to Section 13(k).

                        (v) Other Dispute Resolution. If the parties fail to
resolve any dispute under Section 13(k), then they may pursue any other
available remedies.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       13

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                  IN WITNESS WHEREOF, HNC and Licensee have caused this
 Agreement to be signed in duplicate and delivered by their duly authorized
 officers as of the Effective Date.

                                           HNC SOFTWARE INC.
                                           a Delaware corporation

                                           By:
                                              ---------------------------------
                                              Michael A. Thiemann
                                              Executive Vice President

                                           INFOSEEK CORPORATION
                                           a California corporation

                                           By:
                                              ---------------------------------
                                              Andrew Newton
                                              Vice President and General Counsel

                                LIST OF EXHIBITS

 Exhibit A Fees and Expenses
 Exhibit B Support and Maintenance Terms
 Exhibit C Delivery Schedule
 Exhibit D Acceptance Test Procedures
 Exhibit E Standard Hardware and Software Configuration
 Exhibit F Installation Services
 Exhibit G Product Deliverables
 Exhibit H HNC Software Enhancements
 Exhibit I Escrow Agreement         
*Exhibit J Licensee []
 Exhibit K Licensee Materials
 Exhibit L Material Malfunction Correction Procedures


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION



                                       14

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT A

                                FEES AND EXPENSES

 1. Installation Fee. Upon execution of this Agreement, Licensee shall remit to
 HNC a non-refundable (except as provided in Section 4(b)(iii) of the Agreement)
*Installation Fee in the fixed sum of [].

 2. License Fee. Licensee agrees to pay license fees to HNC as described in the
 table below:

 
 
 ----------------------------------------------------------------------------------------------------
 DESCRIPTION OF LICENSE FEE              LICENSE FEE AMOUNT      DUE AND PAYABLE
                                                          

 ----------------------------------------------------------------------------------------------------
*Annual CONVECTIS license                []                     First year upon acceptance of the HNC
                                                                software; subsequent years due in
                                                                accordance with Section 5 of the
                                                                Agreement.
 ----------------------------------------------------------------------------------------------------
*Additional CONVECTIS tuning             []                    First year due acceptance of the HNC
 workstation license                                           software; subsequent years due in
                                                               accordance with Section 5 of the
                                                               Agreement.

- ----------------------------------------------------------------------------------------------------
 includes [] CONVECTIS tuning    []
 

 The license fees set forth above are not refundable, except as set forth in
 Section 4(b)(iii) of this Agreement.

 3. Maintenance Fee. Licensee agrees to pay maintenance fees to HNC as described
 in the table below:

 
 
 --------------------------------------------------------------------------------------------------------------------------
 DESCRIPTION OF LICENSE FEE              LICENSE FEE AMOUNT    DUE AND PAYABLE
                                                         

 --------------------------------------------------------------------------------------------------------------------------
*Annual CONVECTIS maintenance            []                  First year due acceptance of the HNC
                                                             software; subsequent years due in
                                                             accordance with Section 5 of the
                                                             Agreement.
 --------------------------------------------------------------------------------------------------------------------------
*Additional CONVECTIS tuning             []                  First year due upon acceptance of the
 workstation maintenance                                     HNC software; subsequent years due in
                                                             accordance with Section 5 of the
                                                             Agreement.

 --------------------------------------------------------------------------------------------------------------------------
*includes [] CONVECTIS tuning []
 


 The maintenance fees as set forth above are not refundable except as set forth
 in Section 9(c) of this Agreement.


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                             *  CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION
        



                                       15

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

         4. Travel-related Expenses. The Installation, License, and Maintenance

 fees set forth above are exclusive of any travel-related expenses incurred by
 HNC with respect to this Agreement. Accordingly, any travel related expenses
 HNC incurs hereunder are to be reimbursed to HNC as provided herein in addition
 to the payment of any other fees payable to HNC hereunder. Actual expenses will
 be invoiced monthly and full reimbursement for such expenses will be due and
 payable to HNC from Licensee within thirty (30) days of Licensee's receipt of
 HNC's invoice therefor at the following rates, subject to increase as provided
 in Section 5 of this Exhibit A:

 Hotel (per day maximum)         Infoseek's then current employee per diem rates

 Meals (per day maximum)         Infoseek's then current employee per diem rates

 Automobile (full or             Infoseek's then current employee per diem rates
  luxury size)

 Business Airfare                HNC's Actual Cost

 Courier Costs                   HNC's Actual Cost

 Out-of-Pocket Expenses          Infoseek's then current employee per diem rates

 Automobile mileage              Infoseek's then current employee per diem rates
  (if personal car)

 5. Consumer Price Index Adjustments. All fees, prices, labor rates and expense
*reimbursement rates set forth in [] will be reviewed upon each anniversary of
 the Effective Date, including each year during any renewal of this Agreement.
 This review will commence on the first day of the anniversary month of the
 contract Effective Date and adjustments will be made to all such prices, labor
 rates and expense reimbursement rates with reference to the percentage increase
 (if any) of the Consumer Price Index (CPI), for the San Diego, California area,
*but such increases will not be made []. No decrease in any fee, price, labor
 rate or expense reimbursement rate will be made under this Section 5.

 6. HNC agrees to perform the HNC Software Enhancements, as described in Exhibit
 K, at HNC's then current published standard commercial rates or other rates as
 mutually agreed upon.


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                             *CONFIDENTIAL TREATMENT REQUESTED
                                              FOR REDACTED PORTION


                                       16

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

*7. For the purposes of this Agreement, [] may include [].


CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                             *  CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       17

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT B

                          SUPPORT AND MAINTENANCE TERMS

 HNC shall provide the following support and maintenance activities to Licensee
 during the period in which Licensee has paid HNC the Annual CONVECTIS License
 and Maintenance Fees as specified in Exhibit A. All travel-related expenses
 calculated pursuant to Exhibit A associated with performance of these
 maintenance activities shall be in addition to the Annual CONVECTIS License and
 Maintenance Fee as specified in Exhibit A.

 Integration Support

*Beginning on April 2, HNC shall provide Licensee with up to [ ] of Integration
 Support

 HNC Software Upgrades and Corrections

 HNC shall provide the following to Licensee with respect to HNC Software
 upgrades and corrections:

*-       At least [      ] of CONVECTIS per year.
*-       At least [      ] of the CONVECTIS tuning workstation per year.
*-       At least [      ] for [        ] per year.

 For purposes of this section, the first "year" of this Agreement shall be
 defined as beginning on the acceptance date of the HNC Software and ending
 twelve (12) months therefrom. Subsequent years shall begin on the anniversary
 of such acceptance date and extend twelve (12) months therefrom.

 First-line Technical Support

 HNC shall provide first-line technical support to Licensee only (not End Users)
 with respect to the HNC Software and related deliverables.

 On-Site Consulting

 If required, HNC shall provide Licensee with on-site consulting in accordance
 with the terms of Section 4(d) of the Agreement. The support shall include
 telephone and bug fixes as outlined in Exhibit L.

CONFIDENTIAL AND PROPRIETARY INFORMATION
 ------------------------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       18

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT C

                                DELIVERY SCHEDULE

 Deliverables from HNC

 HNC shall deliver to Licensee one (1) copy of the HNC Software specifications
 upon execution of this Agreement.

 HNC shall deliver one (1) copy of the HNC Software (in object code form) and 
*the Documentation within [ ] of execution of this Agreement.

 HNC shall further deliver one (1) copy of the HNC Software Enhancements
 described in Exhibit K, according to the Enhancement Schedule described in such
 Exhibit.

 Deliverables from Licensee

 Licensee shall deliver the following to HNC:

 1. Within five (5) days of the Effective Date, Licensee shall deliver
 sufficient data for adequate training of stem context vectors. The sufficiency
 of such data shall be jointly discussed and determined by the parties prior to
 delivery.

 2. Within thirty (30) of the Effective Date, and at quarterly intervals
 thereafter during the term of this Agreement, Licensee shall deliver to HNC the
*[  ] as developed by the HNC Software.

 Licensee and its suppliers shall retain ownership and marketing rights to all
 Licensee-owned software and source information (the "Licensee Data") provided
*to HNC for [   ]. All Licensee Data delivered hereunder shall be deemed
 Confidential Information of Licensee. HNC's use of such Licensee Data shall be
 limited to internal use by HNC in support of HNC's performance hereunder. HNC
 shall return to Licensee any Confidential Information of Licensee immediately
 upon request by Licensee.

 Joint Deliverables

 The parties shall jointly undertake, within thirty (30) days of the execution
 of this Agreement, to develop a mutually agreeable list detailing an initial
 set of operational modifications to be delivered to Licensee in accordance with
 this Agreement.

CONFIDENTIAL AND PROPRIETARY INFORMATION
 ------------------------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       19

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                  EXHIBIT D

                           ACCEPTANCE TEST PROCEDURES

 This exhibit defines the testing approach to be used for each acceptance test.
 For convenience, each acceptance test is repeated. Acceptance tests shall be
 performed with Standard Hardware and Software Configuration (the "System")
 specified in Exhibit E, or better.

 SOFTWARE INSTALLATION TEST PROCEDURES

 1. Connectivity. The HNC Software shall allow automated data processing
 hardware. This requirement will allow for the passing of electronic information
 from existing equipment to the HNC Software.

 Connectivity Test Approach. This requirement shall be demonstrated and tested
 by inspection. For the throughput requirement to be demonstrated, this
 requirement, by definition, will be satisfied.

*2. Throughput. The HNC Software shall support a throughput of no less than [  ]
*being indexed in [ ] elapsed time. This throughput requirement translates
*into [               ] or approximately [   ] and is expected to be sustained
*for at least [ ].

 Throughput Test Approach. This requirement shall be demonstrated in an
 operation environment at the Licensee's facility. Time shall be measured by
 modification to the HNC Software to make calls to the UNIX system clock. This
 clock has precision at the millisecond level. The code modifications are open
 for inspection by Licensee's technical personnel and shall be made in such a
 way that the timer is started when a document is presented to the HNC Software
 and shall be stopped when the document and index term(s) are returned to the
 Licensee's equipment. Communication time between the Licensee's equipment at
 the HNC Software shall not be included in this measurement. Modification to the
 HNC Software shall accumulate total times for sets of documents processed and
*shall also compute mean document processing time. A [  ] of [  ] equates to [ ]
*or [   ] or [ ] of System and user time per document. So, if the mean System
*time to process a document, as measured by no less than [ ] is [ ] or less,
*this requirement shall be deemed satisfied. Test shall include no more than [ ]
*and no more than [                                     ].

CONFIDENTIAL AND PROPRIETARY INFORMATION
 ------------------------------
                                              *CONFIDENTIAL TREATMENT REQUESTED
                                               FOR REDACTED PORTION


                                       20

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

*per [ ]. Average [  ] shall not exceed [  ] of the [ ] training set [ ]
 size.

 SOFTWARE VALIDATION TEST PROCEDURES

 1. Tunability. The HNC Software system shall allow incorporation of human
 judgment into the indexing process. This judgment shall be incorporated by
 allowing the human to select documents that the HNC Software indexed
 incorrectly and to use these documents as the basis of a modified set of
 decision criteria. This tunability shall be provided through the use of a
 GUI-based tool.

 Tunability Test Approach. To accomplish this test, a performance baseline
 derived from the index term initial conditions shall be established on the
 training set described in Section 4. The training set of documents shall be
 indexed by the HNC and indexing results shall be reviewed by the human using
 the tuning tool. Errors in assignment of indexing terms shall be noted with the
 tool and the adjustment of the indexing concepts shall be performed. When the
 adjustment process is complete, the same set of documents shall be re-indexed
 by the HNC Software and indexing correctness established. If the indexing
*performance of the HNC Software subsequent to the tuning is improved by [ ]
 over the pre-tuning performance, this requirement shall be deemed satisfied.

*2. Accuracy. The HNC Software shall provide an [ ] of [ ] or better based upon
*[ ] examples provided to the system. This [ ] shall be calculated by
*determining the [ ] for each [ ] (as defined below), [ ] each [ ] by the [ ] of
*Infoseek Guide documents with that [ ] (and its [ ]) to the [ ] of Infoseek
*Guide documents with the [ ] (and their [ ]), and [ ] the resulting [ ] to [ ]
*the [ ].

 Accuracy Test Approach. To perform this testing, a training set and a test set
 of example indexing behavior shall be assembled by Licensee. This data shall
 consist of two (2) sets of documents and their associated index terms as
*assigned by a human indexer. At least [   ] shall be identified by [   ] from
*the Infoseek Guide and choosing the [  ] associated with that document until at
*least [  ] are selected from each Infoseek Guide [  ]. Infoseek and HNC shall
*make a good-faith effort to [  ] with at least [  ] well-chosen [  ] and [ ]
*well-chosen [  ] examples. The training set shall consist of sufficient
 documents to provide the needed number of judgments. The testing set shall
*consist of at least [ ] judged documents [  ]. The exact number of documents to
*be used will be determined by [ ] and will be based upon the specific [   ] and
 corpus chosen by Licensee. The test set may, at Licensee's option, be kept

CONFIDENTIAL AND PROPRIETARY INFORMATION
 --------------------------------
                                             *CONFIDENTIAL TREATMENT REQUESTED
                                              FOR REDACTED PORTION

                                       21

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

 secret from HNC until testing. To perform the test, the test set of documents
 shall be indexed by the HNC Software in its operational mode and index term
 assignments shall be compared to those assigned by the human and the weighted
*precision shall be computed. If the precision is equal to or greater than [  ],
 this requirement shall be deemed satisfied.

 Completion Deadline

 The parties shall schedule acceptance test procedures such that all such
*procedures are completed not later than [ ], 1996 (the "Test Completion
 Deadline").

CONFIDENTIAL AND PROPRIETARY INFORMATION
- --------------
                                             *CONFIDENTIAL TREATMENT REQUESTED
                                              FOR REDACTED PORTION.
                                                            


                                       22

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT


                                    EXHIBIT E

                  STANDARD HARDWARE AND SOFTWARE CONFIGURATION

 This exhibit defines HNC's standard minimum hardware and software configuration
 for the HNC Software. All installation pricing provided in Exhibit A of this
 Agreement is based on the use of the standard hardware and software
 configuration given below. Deviation from the standard configuration will be
 priced by HNC on a per installation basis.

 1. Hardware Configuration for CONVECTIS Tuning Tool

*- [   ] with [   ]
*- [   ] of [   ]
*- [   ] or more [   ] of [   ]
*- Access (local or via network) to a 4mm or 8mm magnetic tape drive

 2. Software Configuration for CONVECTIS Tuning Tool

*- [   ] or later or [   ] or later
 - X-11R5 or later 
 - Motif 1.2.4 or later

 3. Hardware Configuration for All Other Supplied Sofware Components

*- [   ] with [   ]
*- [   ] of [   ]
*- [   ] or more [   ] of [   ]
 - Access (local or via network) to a 4mm or 8mm magnetic tape drive

 4. Software Configuration for All other HNC Software Components

*- [   ] or later or [   ] or later

CONFIDENTIAL AND PROPRIETARY INFORMATION
- -------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       23

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT F

                              INSTALLATION SERVICES

This Exhibit defines the installation services to be provided to Licensee by
HNC. The fee for these services is described in Exhibit A of this Agreement. The
services described in this Exhibit constitute the total set of services provided
for each installation regardless of the number of HNC Software Components
installed.

         HNC shall provide at least one individual to participate in an
         installation requirements meeting. The purpose of this meeting is to
         discuss and agree on the requirements (hardware, software, and
         processing throughput) needed for the installation. Should the agreed
         upon installation requirements not conform to HNC's standard
         configuration as stated in Exhibit E, then HNC will generate a price
         for the installation following this meeting. This meeting will also
         discuss the need for training of word context vectors and the
         associated training corpus. Participation in this meeting may be either
         in person or telephonic at the Licensee's request. All travel expenses
         incurred by HNC in association with this meeting will be paid by
         Licensee.

1.       HNC shall modify, if necessary, the HNC Software Components to be
         installed so as to conform with the agreed upon installation
         requirements.

2.       HNC shall deliver one copy of the HNC Software Components to be
         installed on either 4mm or 8mm magnetic tape.

HNC shall provide telephone support as needed by the Licensee to aid in the
completion of the acceptance test procedures.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       24

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT G

                              PRODUCT DELIVERABLES

 The items below enumerate the HNC Software deliverables. This tool set 
 consists of two main components:

 -       CONVECTIS ONLINE SERVER AND DOCUMENTATION. The server will be delivered
*        as a [ ]

 -       CONVECTIS TUNING TOOL AND DOCUMENTATION. The tuning tool will be
*        delivered as [ ].

 The specific set of deliverables for this effort are the following items:

 1. CONVECTIS SYSTEM SOFTWARE AND SUPPORT FILES.

 All binary executable images and support files required for the operation of
 the CONVECTIS system shall be supplied. This set of software will be capable of
*performing the indexing operation and index concept tuning given a [   ]
 supplied by HNC. The CONVECTIS system will be installed at the License site and
 integrated with Licensee information processing resources.

*2. [ ] TRAINING

*For the CONVECTIS system to operate, it requires a set of trained [ ]. The
*training, [ ] and quality assurance will be performed at HNC facility in San
*Diego. The training data will be a [ ] that span the information space of
 interest to Licensee. HNC personnel will assist Licensee in selection of this
 data set if desired. This data is deliverable to HNC as specified below in
 Licensee deliverables. At the specific request of Licensee, development of
 deformatting filters and scripts will be done jointly by HNC and Licensee
 personnel. This effort will be conducted via the internet.

 3. TUNING

*Operational tuning of the CONVECTIS [ ] in the deliverable list. [ ] of [ ]
 will be performed by Licensee personnel at the Licensee facility. Licenseee
*personnel are responsible for [ ] the [ ].

4. DOCUMENTATION

CONFIDENTIAL AND PROPRIETARY INFORMATION
- ------------------------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       25

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

 Standard commercial CONVECTIS documentation will be supplied with updates to
 reflect software enhancements. This documentation will provide sufficient
 instruction to allow a user to configure, operate and tune the CONVECTIS system
*based on [   ].

 5.       INSTALLATION

 If desired, HNC personnel will assist Licensee in the installation of the
 CONVECTIS system on Licensee hardware.

 6.      USER TRAINING

 HNC personnel will conduct training sessions on the use of the CONVECTIS
*system. The training sessions will detail the [ ] approach, operation of the
*system and provide instruction on the tuning and maintenance of the [ ] used
 for document indexing. This training will be up to two sessions of
*approximately [ ] in duration. Additional sessions will be added based upon
 user interest and the level of personnel skill and will be performed at HNC's
 customary commercial rates.

 7.      PHONE SUPPORT AND SOFTWARE UPGRADES

 HNC shall provide to Licensee technical personnel phone support for the
 CONVECTIS system for a period of one (1) year from date of installation of the
 system. This support will assist the Licensee technical staff in becoming
 proficient in operating and tuning the CONVECTIS system. This phone support
*shall be available from [  ] Software upgrades shall be supplied should errors
 in the operation of the CONVECTIS system be discovered. These upgrades, should
 they be required, shall be available for a period of one (1) year from the date
 of installation of the system.

 LICENSEE DELIVERABLES

*As part of this effort, Licensee will provide to HNC a set of [ ] to be used
*for the development of a [ ]. The training data should be a set of [ ] that
 span the information space of interest to Licensee. HNC personnel will assist
 Licensee in selection of this data set if desired. This data is to be delivered
 to HNC as ASCII text in tar format on a 4mm or 8mm DAT tape.

CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       26

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                    EXHIBIT H

                            HNC SOFTWARE ENHANCEMENTS

HNC agrees to enhance the HNC Software as described below:

1.       TUNING APPLICATION



ITEM                          HNC SOFTWARE ENHANCEMENT                ENHANCEMENT SCHEDULE
- ----                          ------------------------                ---------------------
                                                               
* 1.                         During [   ],                            NEED [    ] FROM INFOSEEK
*                            [   ] documents from
                             database containing other documents     ([           ] basis, with follow on
*                            previously [   ] and [   ]              Infoseek conformance to formal
                                                                     input specs)









* 2.                         Accept [   ] documents                  NEED [  ] FROM INFOSEEK




* 3.                         Port tuning application to [    ]       NEED [  ] FROM INFOSEEK
                             operating system

*                                                                    ([       ] provided; [     ] requires
                                                                     significant effort)




* 4.                         Split judgment data into [   ] and      IN PROGRESS; HNC ENGINEERING
*                            [   ] sets within same database and     WILL PROVIDE DATE [   ] FROM INFOSEEK
                              manage same









* 5.                         Add [   ] during long-running           IN PROGRESS; HNC ENGINEERING
*                             processes                               WILL PROVIDE DATE [   ] FROM INFOSEEK








* 6.                         Add [           ] for long-running      IN PROGRESS; HNC ENGINEERING
*                            processes                               WILL PROVIDE DATE [   ] FROM INFOSEEK







* 7.                         Analyze [   ] and                       Complete
*                            suggest entirely new [ ] and            (already part of the "[    ]"
*                            [    ]                                  component of Convectis)




CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                             * CONFIDENTIAL TREATMENT REQUESTED
                                               FOR REDACTED PORTION

                                       27

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT



                                                               
* 8.                         Apply [   ] on a                        Complete
*                             [   ] basis

* 9.                         Display, set, and modify [              Complete
*                                              ] from GUI

* 10.                        Allow [      ] access to document       Complete
*                             [   ] and [        ] dialogs


* 11.                        Allow   [   ] of document [   ]         Complete
*                             and [   ] initializers (vs.
                              Entering all via GUI)                  ([       ] basis, with follow on
                                                                     InfoSeek conformance to
                                                                     formal input specs)

* 12.                         [    ] by loading                      ([              ], with follow on
*                             [    ] documents, [    ], and [   ]    InfoSeek conformance to
                              the documents as                       formal input specs)
*                             [    ] for the [   ]

* 13.                        Increased [   ] speed by a [      ] of  Complete
*                             [   ]

* 14.                        Add [   ] (vs. Screen output)           Complete
                              for performance data

  15.                         Change time scales for progress        Complete
                              indicators

  16.                         Add new combined "save and exit"       Complete
                              option

  17.                         add confirmation before certain long   Complete
                              operations

  18.                         Allow random access to documents by    Workaround provided
                              ID to view index terms

  19.                         Document override procedure


CONFIDENTIAL AND PROPRIETARY INFORMATION
- -------------   
                                              *CONFIDENTIAL TREATMENT REQUESTED
                                               FOR REDACTED PORTION


                                       28


                                                       

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT



 2.       SERVER APPLICATION

 ITEM                            HNC SOFTWARE ENHANCEMENT                ENHANCEMENT SCHEDULE
                                                                   
*1.                             Port application to [   ] operating      NEED [          ] FROM INFOSEEK
                                 system

*2.                             Accept [   ] documents                  NEED [   ] FROM INFOSEEK
 
*3.                             Return [      ] from server and         NEED [          ] FROM INFOSEEK
*                                store in [    ] to support
*                                [             ]
*                                ([            ])

*4.                             Return only [    ]                      Complete
*                               via the server [      ]

 5.                             Improved data from Performance
                                 Assessment, to determine which topics
*                                are getting too many [         ]



*6.                             Document [      ], per agreed
                                 user requirements


*7.                             Use [    ] to achieve system
                                 performance requirements established
                                 by Infoseek




CONFIDENTIAL AND PROPRIETARY INFORMATION
 -----------------
                                               *CONFIDENTIAL TREATMENT REQUESTED
                                                FOR REDACTED PORTION

                                       29

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                   EXHIBIT I

                                ESCROW AGREEMENT

The parties hereto agree to negotiate in good faith to deliver a revised Escrow
Agreement within ten (10) days of the Effective Date. Such revised Escrow
Agreement shall be attached to this Agreement and incorporated herein as Exhibit
I, and shall replace this Exhibit I in its entirety.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       30

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                   EXHIBIT J

*                             LICENSEE [              ]

*Licensee agrees to [   ], as contemplated by [   ] of this Agreement, within
*[   ] of the Effective Date. [   ] shall replace this Exhibit
 J in its entirety.

CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                        *CONFIDENTIAL TREATMENT REQUESTED
                                         FOR REDACTED PORTION

                                       31

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                   EXHIBIT K

                               LICENSEE MATERIALS

The parties hereto agree to negotiate in good faith to deliver a list of
Licensee Materials, as contemplated by Section 3(b) of this Agreement, within
ten (10) days of the Effective Date. Such list shall replace this Exhibit K in
its entirety.

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       32

 

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

                                   EXHIBIT L

                   MATERIAL MALFUNCTION CORRECTION PROCEDURES

In accordance with HNC's responsibilities in Section 8(b) of this Agreement, the
parties agree to the following definitions and procedures for the resolution of
Program Errors.

1.       DEFINITIONS OF PROGRAM ERROR SEVERITY LEVEL

         (a) "LEVEL 1" shall mean a Program Error which has a material and
adverse impact on Licensee's ability to use the HNC Software for the Licensed
Application, and for which Licensee has not discovered a workaround;

         (b) "LEVEL 2" shall mean a Program Error which has a material and
adverse impact on Licensee's ability to use the HNC Software for the Licensed
Application, and for which Licensee has discovered a workaround;

         (c) "LEVEL 3" shall mean a Program Error which represents a significant
deviation from conformance to the specifications in Exhibit G and Exhibit H, but
does not have a material or adverse impact on Licensee's ability to use the HNC
Software for the Licensed Application;

         (d) "LEVEL 4" shall mean a Program Error which represents a minor
deviation from conformance to the specifications in Exhibit G and Exhibit H, and
does not have a material or adverse impact on Licensee's ability to use the HNC
Software for the Licensed Application;

         (e) "LEVEL 5" shall mean a problem which has been reported to HNC as a
Program Error but has been determined by HNC to be an operator error, a
third-party error, or a normal aspect of the functioning of the HNC Software;

         (f) "LEVEL 6" shall mean a request for additional features or
functionality or other non-Program Error-related modifications to the HNC
Software;

2.       PROGRAM ERROR RESOLUTION

         (a) Upon encountering a suspected Program Error, Licensee shall
communicate a written description (a "Bug Report") of such Program Error to HNC.
Bug Reports shall include the following information: (i) Licensee's initial
determination of the severity level of such Program Error, (ii) a detailed
description of the steps required to duplicate the error, (iii) a description of
the HNC Software component(s) affected, (iv) a description of
any workarounds discovered by Licensee, and (v) a description of the hardware
and software environment in which the HNC Software was operating at the time the
Program Error was encountered. Bug Reports may be accompanied by such electronic
files as Licensee believes

- --------------
CONFIDENTIAL AND PROPRIETARY INFORMATION

                                       33

HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT

 are appropriate for the full description and reproduction of such Program Error
 by HNC. Licensee may transmit Bug Reports and associated files to HNC
 electronically addressed associated files to HNC electronically addressed to: 
*[   ].

*(b) Upon receipt of a [ ] Bug Report from Licensee, HNC shall (i)
*electronically acknowledge receipt of such Bug Report within [ ] from the time
 of such receipt, (ii) provide an immediate workaround(s), if any, for the
 Program Error(s) associated with such Bug Report, and (iii) provide a long-term
*workaround or correction to Licensee within [ ] of such receipt.

*(c) Upon receipt of a [ ] Bug Report from Licensee, HNC shall (i)
*electronically acknowledge receipt of such Bug Report within [ ] from the time
 of such receipt, and (ii) provide corrections to the Program Errors reported in
*such Bug Reports within [ ], except for those Program Errors which HNC and
*Infoseek jointly determines to be [ ] Program Errors, in subsequently released
 versions of the HNC Software.

*(d) HNC shall use its [ ] to report to Licensee, in written or electronic form,
*those [ ] bugs for which workarounds are made generally available to HNC's
 customers.

 In the event that any outage as defined in any of the above subsections of this
 Exhibit L is found not to have been caused by the HNC Software, then INFOSEEK 
*[      ] HNC for all costs and expenses (including but not limited to travel,
 accommodation, meal and overtime expenses subject to the provisions of Exhibit
 A) that HNC reasonably incurred in responding to such outage situation.

CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
                                           * CONFIDENTIAL TREATMENT REQUESTED
                                             FOR REDACTED PORTION

                                       34