Software License Agreement - VI/Visualize Inc. and Accrue Software Inc.


                           SOFTWARE LICENSE AGREEMENT


           This License Agreement ('Agreement') made as of July 1, 1997
('Effective Date'), between VI/Visualize, Inc. ('Visualize'), a Nevada
corporation, having as its principal place of business at 1819 E. Morten, Suite
210, Phoenix, Arizona 85020 and Accrue Software, Inc. ('Accrue'), a Delaware
corporation, having its principal place of business at 1275 Orleans Drive,
Sunnyvale, CA 94089.

                                    RECITALS

           A. Visualize has developed and owns certain computer software known
as Visualize DataVista SDK (defined below as the 'Product').

           B. Accrue wishes to include certain aspects of the Product in
executable form in web analysis products Accrue is developing (defined below as
the 'Application').

           C. Visualize wishes to license the Product to Accrue and Accrue
wishes to license the Product from Visualize on the terms and conditions set
forth herein.

                              TERMS AND CONDITIONS

           1. DEFINITIONS

              1.1 'Product' is defined as any component of the Visualize
DataVista SDK ('DataVista'), as described in Exhibit A that is supplied to
Accrue under the terms of this Agreement, including all Documentation, Product
Releases and Maintenance Releases.

              1.2 'Documentation' is defined as the 'Visualize DataVista SDK
Reference Manual' in electronic or printed form and the 'DataVista HTML Class
Library Reference.'

              1.3 'Product Release' is defined as a major enhancement or
restructuring of the Product. A Product Release is identified by an integer
version number, for example, Visualize DataVista SDK, Version 2.0.

              1.4 'Maintenance Release' is defined as an update to an existing
release which adds minor features or corrects documented bugs. A Maintenance
Release is identified by a decimal integer appended to the Product Release
number, for example, Visualize DataVista SDK, Version 2.1.

              1.5 'Application' is defined as the software programs including
enhancements and future versions thereof into which Accrue wishes to integrate
the Product, as more fully described in Exhibit C.





           2. LICENSE OF PRODUCT

              2.1 LICENSE: Visualize hereby grants to Accrue a perpetual,
non-exclusive (except as set forth below), worldwide license (i) to copy and
incorporate all or part of Product, in object code (.class files) in
Application(s), (ii) to market, distribute, license and sublicense, without
restriction, Application(s) which incorporate the Product and any modifications,
enhancements, and/or alterations thereto, (iii) to develop Applications
incorporating the Product and to modify and enhance the Product for such
development, (iv) to grant trial licenses of Applications incorporating the
Product, and (v) to grant sublicenses to the above licenses. If and when the
source code to the Product is released to Accrue under Section 4.9 below,
Visualize hereby grants Accrue a perpetual, non-exclusive (except as set forth
below), worldwide, royalty-free license to use the source code to support and
maintain the Product as well as make modifications and enhancements thereto
(including enhancements that maintain competitiveness of the Product with then
market standards) in support of Accrue's rights to market, distribute, and
license Applications which incorporate the Product. Accrue may not, without
Visualize's written consent, distribute the Product as a stand-alone product or
otherwise use the Product in a manner inconsistent with this license agreement,
except that Accrue may distribute Maintenance Releases and Product Releases on a
stand-alone basis to its end users of the Application. Visualize will not
directly or indirectly license the Product or any similar or successor product
to Andromedia, Inc. or NetGenesis, Inc. or any parent or subsidiary of the
foregoing for use in a product that competes with Application(s) for one year
from the Effective Date of this Agreement.

              2.2 CONSIDERATION: For the rights and license granted herein,
Accrue will pay Visualize as provided in Exhibit B attached hereto. [*] payments
to Visualize will be made [*], with the first payment due on October 31, 1998.

              2.3 PROPRIETARY RIGHTS: Accrue agrees that the Product is and
shall remain the sole property of and proprietary to Visualize. Nothing in this
Agreement shall alter these rights and no title to or ownership of the Product
is transferred to Accrue. Each party may use the trademarks or name of the other
in promotional and advertising material related to distribution of the Product
provided such use is consistent with the standards of the other party and is
approved by such party before use of the material. Any such material not
disapproved within five working days will be deemed approved.

              2.4 DELIVERY OF PRODUCT: Upon the execution of this Agreement,
Visualize shall deliver to Accrue the Product, (by CD-ROM, magnetic diskettes,
or electronically for installation on Accrue's computers) and such other
diskettes, CD-ROMs, manuals, examples, and other information as may relate to or
comprise the Product, including without limitation the items described on
Exhibit A hereto. The Product will be shipped to Accrue at the address set forth
on the signature page or such other address specified by Accrue in writing.
Visualize may package and ship the product in any commercially reasonable
manner. Thereafter, Visualize will deliver to Accrue, without charge (by CD-ROM,
magnetic diskettes, or electronically for

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                                      -2-

installation on Accrue's computers) any Product Releases and Maintenance
Releases and one master copy of any changes to the related Documentation
promptly when available.

              2.5 TAXES: Accrue is responsible for all applicable sales, use,
personal property, excise or other similar taxes or export and import taxes,
duties, and charges, however designated (except only for tax based on the net
income of Visualize or franchise tax arising from Visualize's activities) and
such taxes shall be paid directly by Accrue or reimbursed by Accrue to
Visualize, as necessary, without reducing the amount otherwise due to Visualize
hereunder.

           3. SUPPORT AND MAINTENANCE

              3.1 SUPPORT: Visualize will provide Accrue, free of charge, with
phone and email technical support [*] for the term of the contract. Such support
will be available only during the hours of 8 a.m. to 5 p.m. Pacific Standard
Time. Accrue will provide technical support to its end users, and Visualize will
interface only with one primary and back-up Accrue appointed technical support
representative on any technical support related issues.

              3.2 TRAINING: Visualize will provide Accrue, [*] with
24 consulting hours, all or part of which may be used in an on site training
visit by a Visualize developer to Accrue, travel at Visualize's expense.

3.3 MAINTENANCE: Visualize will provide, [*] promptly when available, Product
Releases and Maintenance Releases to Accrue during the term of this Agreement.
Maintenance Releases will be provided to fix bugs, whether or not reported by
Accrue, and to provide minor enhancements to the Product. If Accrue reports a
documented, reproducible bug in Product that significantly impairs the
intended functionality of the Application, then Visualize will use its best
efforts to provide a specific correction within 7 business days.  Visualize
shall notify Accrue of its plans to release any Product Release or Maintenance
Release as soon as practicable prior to the scheduled release date, and in no
event less than twenty (20) days prior to such release.

           4. COVENANTS

              4.1 CONFIDENTIALITY: Each party will keep confidential any
confidential information relating to (i) the Product or to the other party's
business, finances, marketing and technology to which it obtains access and (ii)
the terms and conditions of this Agreement, and each party agrees that it will
take reasonable precautions to protect such confidential information of the
other party, or any part thereof to the same extent it protects its own similar
confidential information from any use, disclosure or copying, except to the
extent technical information relating to the Product is used, or copied by
Accrue for the purpose of (i) developing Application(s) incorporating the
Product pursuant to this Agreement (ii) obtaining any necessary governmental
approvals, or (iii) otherwise performing its rights or obligations as
contemplated by this Agreement. Confidential information of a party shall not
include information which (i) is or becomes publicly known through no fault of
the other party, (ii) is disclosed to the other party by a third party who had
lawfully obtained such information and without a breach of such third

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                                      -3-



party's confidentiality obligations, (iii) is developed independently by the
other party, or (iv) the party has given written permission to the other party
to not keep confidential. A party wishing to use or disclose information based
on any of the foregoing exceptions will have the burden of proving the
applicability of such exception by objective or verifiable evidence and will in
no event use such information prior to 30 days after notice of such intention to
the other party hereto.

              4.2 INJUNCTIVE RELIEF: In the event of a breach of any of the
provisions of Section 4.1, the parties agree that there would be no adequate
remedy at law, and accordingly the parties agree that the non-breaching party,
in addition to any other available legal or equitable remedies, is entitled to
seek injunctive relief against such breach without any requirement to post bond
as a condition of such relief.

              4.3 COPYRIGHT PROTECTION: Accrue shall include with all copies of
Product any copyright notices included in the object code version of the Product
(to the extent such inclusion is technically feasible and reasonable, given the
parties' intended use of Product), and shall comply with Visualize's reasonable
written instructions regarding protection thereof under applicable copyright
laws.

              4.4 REVERSE COMPILING: Accrue shall not attempt to create or
permit others to attempt to create, by reverse compiling or disassembling or
otherwise, any part of the source program for the Product from the object code
or from other information made available to the Accrue. Accrue authorizes
Visualize to incorporate means for frustrating such reverse compilation or
disassembly in the Product.

              4.5 COPIES: Accrue may make machine readable copies of each
Product and copies of the Documentation and other documents as necessary for the
use authorized in this Agreement. All copies, whether in machine readable,
printed, or other form, are part of the Product and Accrue must include on all
such material Visualize's notice of its proprietary rights in the form set forth
in the Product as delivered to Accrue.

              4.6 ACCESS: Accrue may disclose and make the Product accessible to
its employees, contractors and agents only to the extent needed to exercise the
licenses granted hereunder.

              4.7 GENERAL PAYMENT TERMS: Past due amounts will accrue interest
at a rate of one percent (1%) per month. The prevailing party in any legal
action brought by one party against the other and arising out of this Agreement
shall be entitled to reimbursement of all costs and reasonable attorney's fees
incurred by such party.

              4.8 SOFTWARE AUDIT RIGHTS: Visualize shall have the right, using
an independent auditor or agent and not more than once each calendar year during
the term of this Agreement, upon thirty (30) days prior written notice to
Accrue, to enter Accrue's premises during normal business hours to inspect
Accrue's records to verify compliance by Accrue with the terms of this
Agreement. Accrue agrees to cooperate with Visualize in any such inspection. All
costs of such audit shall be borne by Visualize provided that if any such audit
reveals an



                                      -4-



underpayment of 5% or more during the audited period, the costs of such audit
shall be borne by Accrue, and Accrue shall promptly pay the amount of the
underpayment plus accrued interest.

              4.9 PRODUCT SOURCE CODE: Visualize shall, at its sole cost and
expense, establish a software escrow account with an escrow agent satisfactory
to Accrue on or before the Effective Date and shall deposit a copy of the source
code and object code for the Product and existing Documentation, manuals, logic
diagrams, flow charts, operating instructions other materials describing the
programming, design and use of the Product. After the Effective Date, Visualize
shall deposit into the escrow account all source code and object code for
Maintenance Releases and Product Releases and then-existing documentation upon
delivery of such releases to Accrue. The parties and the escrow agent shall
execute the Escrow Agreement attached hereto as Exhibit D on or before the
Effective Date. Should Visualize become insolvent, declare bankruptcy or be
declared bankrupt by a competent tribunal, make an assignment for the benefit of
creditors, cease to conduct business in the normal course, or cease support of
the Product for more than 60 days, Accrue shall be entitled to obtain from the
escrow account a complete copy of the escrow materials, including the Product
source code, from such escrow account, which Accrue shall have the right to use
as set forth in the source code license in Section 2.1 above. In the event
Visualize resumes rendering requested Support and Maintenance, the source code
will be returned to the escrow account and be subject to the terms and
conditions of this section governing access to such source code.

           5. WARRANTIES AND INDEMNIFICATION

              5.1 EXPRESS WARRANTY: Visualize represents and warrants to Accrue
that it has all necessary corporate power and authority to enter into this
Agreement, to consummate the transactions contemplated hereby, and to license
the Product to Accrue, and that such license does not conflict with or infringe
any rights of any third party (including, without limitation, any copyrights,
patent rights or trade secrets), or any agreement to which Visualize is bound or
the Product is subject.

              5.2 LIMITED WARRANTY: Visualize hereby warrants to Accrue that the
Product will conform to its published specifications in all material respects.
This warranty is limited and shall not apply if failure of the Product to
conform to published specifications results from (i) improper use of the
Product; or (ii) operation of the Product outside the environmental conditions
specified on the User Documentation; or (iii) modifications to the Product not
made by Visualize. This warranty does not apply to any release of the Product
that is designated 'beta test software' or 'pre-release software' by Visualize.

              5.3 EXCLUSION OF IMPLIED WARRANTIES: ANY AND ALL OTHER WARRANTIES
AS TO THE PRODUCT AND USER DOCUMENTATION, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE SPECIFICALLY
EXCLUDED, WAIVED, AND NEGATED.

              5.4 LIMITATION OF LIABILITY: NEITHER VISUALIZE NOR ITS OFFICERS,
EMPLOYEES, OR DIRECTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO,



                                      -5-



LOSS OF ANTICIPATED PROFITS OR BENEFITS, LOSS RESULTING FROM THE USE OF THE
PRODUCT OR ARISING OUT OF ANY BREACH OF ANY WARRANTY. EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, VISUALIZE SHALL HAVE NO LIABILITY FOR ANY CLAIM OF
ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO VISUALIZE'S NEGLIGENCE, ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, OR IN CONNECTION WITH ANY USE OR
OTHER EMPLOYMENT OF ANY PRODUCT LICENSED TO THE CUSTOMER HEREUNDER, WHETHER SUCH
LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, OR OTHERWISE,
WHICH MAY BE ASSERTED BY THE CUSTOMER. EXCEPT FOR IN RESPECT OF THIRD-PARTY
CLAIMS PURSUANT TO SECTION 5.6 HEREIN, VISUALIZE'S AGGREGATE LIABILITY TO THE
CUSTOMER FOR ALL LOSS AND DAMAGE WHETHER IN NEGLIGENCE, CONTRACT OR OTHERWISE,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE OPERATION OR FAILURE
TO OPERATE OF THE PRODUCT, SHALL IN ANY EVENT BE LIMITED TO AMOUNTS PAID TO
VISUALIZE BY ACCRUE UNDER THIS AGREEMENT.

              5.5 NOTIFICATION: Accrue shall notify Visualize in writing of any
claim or other legal proceeding involving the Product promptly after it becomes
aware of any such claim of proceeding, and will also report all claimed or
suspected failures of the Product to conform to the Documentation promptly after
Accrue becomes aware of any such claimed or suspected failure, during the term
of the Agreement.

              5.6 INDEMNIFICATION BY VISUALIZE: Visualize will defend,
indemnify, and hold harmless Accrue against any claim that the Product
(including Maintenance Releases and Product Releases) infringes any claim of
copyright or trademark of any third party, or any claim under any patent or
patent application, or that the foregoing incorporate any misappropriated trade
secrets of a third party, provided that Accrue gives Visualize prompt written
notice thereof, grants Visualize sole control of the defense and any related
settlement negotiations, cooperates with Visualize in the defense of such claim
and does not agree to settle any such claim without Visualize's written consent.
If use of the Product is finally enjoined, or if Visualize anticipates the
possibility of such an injunction, Visualize, at its option, will either (i)
procure for Accrue the right to use the Product under the same terms and
conditions of this Agreement, (ii) replace the Product with a substantially
equivalent program the use of which is not so enjoined, or if neither of the
foregoing options is reasonably available, (iii) terminate Accrue's license and
refund the license fee paid for the Product. Notwithstanding the limitations on
liability contained in Section 5.4, in the event that, as a result of a breach
by Visualize of the provisions of Section 5.1 or if pursuant to this Section 5.6
Accrue is required to replace copies of the Applications containing the Product
which has been distributed to Accrue's end users, or to refund any part of the
fees paid by such end users, Visualize shall reimburse Accrue for all such
reasonable replacement costs or refunds, as well as all reasonable costs
incurred in removing copies from distribution channels. Notwithstanding the
foregoing, Visualize shall have no liability to Accrue if the infringement
results from (a) use of the Product in combination with other software or
hardware, if the Product alone would not have been so infringing, (b)
modifications to the Product not made by Visualize if such infringement would
have been avoided by the absence of such modification, or (c) use of other than
the versions of the Product



                                      -6-



most recently offered to Accrue within the preceding six month period if such
infringement would have been avoided by use of such current versions. THE
FOREGOING STATES THE ENTIRE LIABILITY OF VISUALIZE, AND THE SOLE REMEDY OF
ACCRUE, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
CONTRACTUAL RIGHTS OF THIRD PARTIES BY THE PRODUCT(S) OR ANY PARTS OR RELEASES
THEREOF.

              5.7 EXCLUSIVE REMEDIES: Except in case of infringement of a third
party intellectual property right, Accrue's exclusive remedies for any claims
against Visualize arising out of the Agreement shall be limited to the
following, at the option of Visualize: (a) replacement by Visualize of the
Product with software acceptable to Accrue that functions substantially in
accordance with the User Documentation; (b) repair by Visualize of the Product,
by patch or work around, so that it functions substantially in accordance with
the User Documentation or; (c) refund by Visualize of the money paid by Accrue
and received by Visualize in respect to the Product. Accrue acknowledges that
this Section 5.7 limits its remedies in the event that Visualize has breached
any of its obligations to Accrue. WITHOUT LIMITING THE FOREGOING, VISUALIZE AND
ACCRUE AGREE THAT IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH
HEREIN SHALL REMAIN IN EFFECT.

           6. TERM AND TERMINATION

              6.1 TERM - TERMINATION FOR CONVENIENCE: The term of this Agreement
will be three years from the Effective Date. Notwithstanding the foregoing,
Accrue may terminate this Agreement upon 60 days notice to Visualize.

              6.2 TERMINATION FOR CAUSE: The occurrence of any of the following
events shall constitute a default under the terms of this Agreement, and a cause
for termination of this Agreement:

                  (a) The failure by Accrue to pay Visualize any amount on or
before the date payment is due, sixty (60) days after receipt of written notice
notifying Accrue of such failure (to allow Accrue to cure such default); or

                  (b) The failure of a party to cure any breach of any material
term of this Agreement (other than non-payment) within thirty (30) days of
receipt of written notice thereof.

              6.3 EFFECT OF TERMINATION: If this Agreement expires or is
terminated for any reason, the license granted hereunder shall terminate, and
Accrue's right to distribute the licensed Product shall end immediately,
provided however, Accrue shall have the right to distribute the licensed Product
incorporated into its Applications which are in Accrue's inventory at the time
of expiration or termination for a period of three (3) months thereafter,
providing royalties on such sales are paid as set forth in Exhibit B. Within
three months following such termination, Accrue shall return or destroy all
copies of Product in Accrue's possession (other



                                      -7-



than one copy, for support of existing licenses) and certify in writing that all
other copies of Product have been destroyed or returned. Notwithstanding any
conflicting provision herein, following termination of this Agreement and for so
long thereafter as is necessary for Accrue to satisfy obligations for support
and maintenance services to its end users, Accrue shall have a limited license
to use and modify a copy of the Product solely for such purposes, provided
however that Accrue shall provide mutually acceptable assurances to Visualize
which are appropriate under the circumstances. None of Accrue's existing
sublicenses to end users for Product in Accrue's application(s) shall be
affected by any termination of this Agreement and such licenses shall remain in
full force and effect until the end of their then respective terms. After
termination, Accrue shall also have the right to continue to obtain the same
support and maintenance services from Visualize as set forth in this Agreement,
including the right to distribute Maintenance Releases and Product Releases to
Accrue's end users, at Visualize's then standard rates and payment terms.

              6.4 NO DAMAGES FOR TERMINATION: Neither Visualize nor Accrue shall
be liable to the other for lost profits or incidental, punitive or consequential
damages relative to termination of this Agreement in accordance with Section 6.1
or 6.2 even if advised of the possibility of such damages.

              6.5 SURVIVAL: Sections 2.3, 3.3 (except as modified by Section
6.3), 4.1, 4.2, 5 ,6 and 7, as well as Accrue's obligations to pay Visualize all
sums due hereunder and all provisions regarding limitations of liability and
remedies, shall survive termination or expiration of this Agreement.

           7. MISCELLANEOUS PROVISIONS

              7.1 NO JOINT VENTURE: This is an Agreement between separate legal
entities and neither is the agent or employee of the other for any purpose
whatsoever. The parties do not intend to create a partnership or joint venture
between themselves. Neither party shall have the right to bind the other to any
Agreement with a third party or to incur any obligation or liability on behalf
of the other party.

              7.2 WAIVER: The failure of either party to exercise any of its
rights under this Agreement or to require the performance of any term or
provision of this Agreement, or the waiver by either party of such breach of
this Agreement, shall not prevent a subsequent exercise or enforcement of such
right or be deemed a waiver of any subsequent breach of the same or any other
term or provision of this Agreement. Any waiver of the performance of any of the
terms or conditions of this Agreement shall be effective only if in writing and
signed by the party against which such waiver is to be enforced.

              7.3 VALIDITY: If any of the terms and provisions of this Agreement
are invalid or unenforceable, such terms or provisions shall not invalidate the
rest of the Agreement which shall remain in full force and effect as if such
invalidated or unenforceable terms or provisions had not been made a part of
this Agreement. In the event this Section 7.3 becomes operative, the parties
agree to attempt to negotiate a settlement that carries out the economic intent
of the term(s) found invalid or unenforceable.




                                      -8-


              7.4 FORCE MAJEURE: If circumstances beyond the control of the
parties shall temporarily make it impossible for either or both of them to
perform their agreements hereunder, then the principles of force majeure shall
apply and the rights and obligations of the parties shall be temporarily
suspended during the force majeure period to the extent that such performance is
reasonably affected thereby. If such circumstances continue for 60 days, the
performing party may terminate the Agreement.

              7.5 NOTICES: All notices and other communications herein provided
for shall be sent by postage prepaid, via registered or certified mail or
Federal Express, return receipt requested, or delivered personally to the
parties at their respective addresses as set forth on the first page of this
Agreement or to such other address as either party shall give to the other party
in the manner provided herein for giving notice or by e mail or facsimile to the
appropriate contact listed in Section 7.11 below. Notice by mail, e mail and
facsimile shall be considered given on the date received. Notice delivered
personally shall be considered given at the time it is delivered.

              7.6 TRANSFER, ETC: Neither party may assign, transfer, or delegate
this Agreement or any such party's right and obligation hereunder to any third
party hereto except as provided in this subsection, without the consent of the
other party, which consent shall not be unreasonably withheld. Either party may
assign this Agreement in its entirety to a subsidiary or affiliate so long as
such party remains primarily liable for its obligations hereunder. In addition,
either party may assign this Agreement in its entirety to any party that
acquires a majority of such party's stock or substantially all of such party's
assets relating to that portion of such party's business that is related to the
subject of this Agreement. Any attempted assignment, delegation, or transfer in
contravention of this subsection shall be null and void.

              7.7 SUCCESSORS AND PERMITTED ASSIGNS: This Agreement shall inure
to the benefit of and be binding upon each of the parties hereto and their
respective successors and permitted assigns.

              7.8 COMPLETE AGREEMENT: This Agreement contains the whole
agreement between the parties concerning the subject matter hereof and there are
no collateral or precedent representations, agreements, or conditions not
specifically set forth herein. Any modification or amendment of any provision of
this Agreement must be in writing, signed by the parties hereto and dated
subsequent to the date hereof.

              7.9 LAWS GOVERNING AGREEMENT: The validity of this Agreement and
the rights, obligations, and relations of the parties hereunder shall be
construed and determined under and in accordance with the laws of the State of
Arizona. Any dispute arising hereunder will be decided binding arbitration by a
panel of three arbitrators (one selected by each party, and the third arbitrator
selected by the first two arbitrators) under the rules of the American
Arbitration Association in Phoenix, Arizona.

              7.10 NO THIRD PARTY BENEFICIARIES: The provisions of this
Agreement are solely for the benefit of the parties hereto, and not for the
benefit of any other person, persons, or legal entities.




                                      -9-


              7.11 CONTACTS. The initial principal contacts for notices under
this Agreement shall be as follows:





                                        Visualize             Accrue
                                        ---------             ------
                                                        
Administrative/Business Contact:      Neal Bangerter          Simon Roy

Engineering                           David Krider            Bob Page

PR/Marketing                          Troy Whisenhunt         Theresa Marcroft



           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date set forth above.


ACCRUE SOFTWARE, INC.                          VISUALIZE, INC.

By:    /s/ Simon Roy                           By:   /s/ Neal K. Bangerter  
    ---------------------------------              ----------------------------

Name:  Simon Roy                               Name:  Neal K. Bangerter      
       ------------------------------                 -------------------------


Title: President and CEO                       Title: President              
       ------------------------------                 -------------------------

Date:  July 9, 1997                            Date:  July 1, 1997           
       ------------------------------                 -------------------------



                                      -10-


                                    Exhibit A


'Product' for the purposes of this Agreement is defined as the following:

Visualize DataVista SDK consisting of the set of software and documentation
components necessary to integrate Visualize DataVista SDK into Application.
These include the following:

-          Runtime .class files for redistribution with Application and the
           output of Application created by end-users.

-          Javadoc generated HTML API documentation.

-          DataVista SDK Manual and Tutorial.

-          Use of developer key (which unlocks the functionality of the library)
           for the term of Agreement. The developer key remains the exclusive
           property of Visualize, and may not be transferred or disclosed to a
           third party without written permission from Visualize, unless such
           disclosure is necessary to implement the intent and purpose of this
           Agreement.



   12

                                    Exhibit B

           1.0 PAYMENT - Accrue will pay [*] upon execution of Agreement.
This amount is non-refundable, and will be applied against future earned and
minimum royalties. Except as noted below, Accrue will pay [*] from the sale of
each Application to each end user, subject to [*]. In the event Accrue's price
for the Application [*] Accrue will pay either [*]. Accrue will not pay
royalties for services provided to end users in respect of the Application
(including without limitation maintenance and support services and distribution
of Maintenance Releases and Product Releases) or trial licenses to an unlimited
number of end users. After the first year, Accrue will pay [*]. The amount by
which the sum [*] exceeds the earned royalty (the 'unearned excess') will be
non-refundable, but will apply against future royalties. The [*] payment will be
waived for [*]. Royalties will in no event [*].

           2.0 MOST FAVORED TERMS - If Visualize grants more favorable terms, on
balance, to any other licensee for the same software, license rights, level of
support, volumes, and term of license, Visualize will promptly so inform Accrue
and extend the same terms to Accrue. Accrue will have 60 days from the time
Visualize extends such terms to Accrue to accept the new terms. In the event
that Accrue declines to accept the new terms within the 60 day period, this
agreement will remain in full force and Accrue will not be retroactively
entitled to the alternate terms.



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* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
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                                    Exhibit C


CUSTOMER APPLICATIONS\
DESCRIPTION

The Application is defined to be Accrue Insight and Insight follow-on products
which include the Visualize DataVista SDK. Accrue Insight is a web analysis tool
enabling analysis of Web sight information and other data integrated into the
Insight data store.





                                 PREFERRED PLUS
                           TECHNOLOGY ESCROW AGREEMENT

                            Account Number __________

           This Agreement is effective ____________, 19__, among Data Securities
International, Inc. ('DSI'), VI/Visualize, Inc. ('Depositor'), and Accrue
Software, Inc. ('Preferred Registrant'), who collectively may be referred to in
this Agreement as 'the parties.'

           A. Depositor and Preferred Registrant have entered or will enter into
a license agreement, development agreement, and/or other agreement regarding
certain proprietary technology of Depositor. To distinguish from this Agreement,
the other agreement(s) will be referred to as 'the license agreement.'

           B. Depositor desires to avoid disclosure of its proprietary
technology except under certain limited circumstances.

           C. The availability of the proprietary technology of Depositor is
critical to Preferred Registrant in the conduct of its business and, therefore,
Preferred Registrant needs access to the proprietary technology under limited
circumstances.

           D. Depositor and Preferred Registrant desire to establish an escrow
with DSI to provide for the retention, administration and controlled access of
the proprietary technology materials of Depositor.

           E. The parties desire this Agreement to be supplementary to the
license agreement pursuant to 11 United States [Bankruptcy] Code, Section
365(n).

ARTICLE 1 - DEPOSITS

           1.1 Obligation to Make Deposit. Upon the signing of this Agreement by
the parties, Depositor shall deliver to DSI the proprietary information and
other materials ('deposit materials') required to be deposited by the license
agreement or, if the license agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on an Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Registrant. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.

           1.2 Identification of Tangible Media. Prior to the delivery of the
deposit materials to DSI, Depositor shall conspicuously label for identification
each document, magnetic tape, disk, or other tangible media upon which the
deposit materials are written or stored. Additionally, Depositor shall complete
an Exhibit B to list each such tangible media by the item label description, the
type of media and the quantity. The Exhibit B must be signed by the Depositor
and delivered to DSI with the deposit materials. Unless and until Depositor
makes the initial deposit with DSI, DSI shall have no obligation with respect to
this Agreement, except the






obligation to notify the parties regarding the status of the deposit account as
required in Section 2.2 below.

           1.3 Deposit Inspection. When DSI receives the deposit materials and
the Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the deposit materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Registrant may elect to cause a verification of the
deposit materials in accordance with Section 1.6 below.

           1.4 Acceptance of Deposit. At completion of the deposit inspection,
if DSI determines that the labeling of the tangible media matches the item
descriptions and quantity on Exhibit B, DSI will sign the Exhibit B and mail and
copy thereof to Depositor and Preferred Registrant. If DSI determines the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) sign the
Exhibit B with the exceptions noted; and (c) provide and copy of the Exhibit B
to Depositor and Preferred Registrant. DSI's acceptance of the deposit occurs
upon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Registrant is Preferred Registrant's notice that the deposit materials
have been received and accepted by DSI.

           1.5 Depositor's Representations. Depositor represents as follows:

               a. Depositor lawfully possesses all of the deposit materials
deposited with DSI;

               b. With respect to all of the deposit materials, Depositor has
the right and authority to grant to DSI and Preferred Registrant the rights as
provided in this Agreement;

               c. The deposit materials are not subject to any lien or other
encumbrance; and

               d. The deposit materials consist of the proprietary information
and other materials identified either in the license agreement or Exhibit A, as
the case may be.

           1.6 Verification. Preferred Registrant shall have the right, at
Preferred Registrant's expense, to cause a verification of any deposit
materials. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the deposit materials. If a
verification is elected after the deposit materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

           1.7 Deposit Updates. Unless otherwise provided by the license
agreement, Depositor shall update the deposit materials within 60 days of each
release of a new version of the product which is subject to the license
agreement. Such updates will be added to the existing deposit. All deposit
updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed
by Depositor. The processing of all deposit updates shall be in accordance with
Sections 1.2



                                       -2-



through 1.6 above. All references in this Agreement to the deposit materials
shall include the initial deposit materials and any updates.

           1.8 Removal of Deposit Materials. The deposit materials may be
removed and/or exchanged only on written instructions signed by Depositor and
Preferred Registrant, or as otherwise provided in this Agreement.

ARTICLE 2 - CONFIDENTIALITY AND RECORDKEEPING

           2.1 Confidentiality. DSI shall maintain the deposit materials in a
secure, environmentally safe, locked receptacle which is accessible only to
authorized employees of DSI. DSI shall have the obligation to reasonably protect
the confidentiality of the deposit materials. Except as provided in this
Agreement, DSI shall not disclose, transfer, make available, or use the deposit
materials. DSI shall not disclose the content of this Agreement to any third
party. If DSI receives a subpoena or other order of a court or other judicial
tribunal pertaining to the disclosure or release of the deposit materials, DSI
will immediately notify the parties to this Agreement. It shall be the
responsibility of Depositor and/or Preferred Registrant to challenge any such
order, provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
court or other judicial tribunal order. (See Section 7.5 below for notices of
requested orders.)

           2.2 Status Reports. DSI will issue to Depositor and Preferred
Registrant a report profiling the account history at least semi-annually. DSI
may provide copies of the account history pertaining to this Agreement upon the
request of any party to this Agreement.

           2.3 Audit Rights. During the term of this Agreement, Depositor and
Preferred Registrant shall each have the right to inspect the written records of
DSI pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

ARTICLE 3 - GRANT OF RIGHTS TO DSI

           3.1 Title to Media. Depositor hereby transfers to DSI the title to
the media upon which the proprietary information and materials are written or
stored. However, this transfer does not include the ownership of the proprietary
information and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

           3.2 Right to Make Copies. DSI shall have the right to make copies of
the deposit materials as reasonably necessary to perform this Agreement. DSI
shall copy all copyright, nondisclosure, and other proprietary notices and
titles contained on the original deposit materials onto any copies made by DSI.

           3.3 Right to Sublicense Upon Release. As of the effective date of
this Agreement, Depositor hereby grants to DSI a non-exclusive, irrevocable,
perpetual, and royalty-free license to sublicense the deposit materials to
Preferred Registrant upon the release, if any, of the deposit



                                      -3-



materials in accordance with Section 4.5 below. Except upon such a release, DSI
shall not sublicense or otherwise transfer the deposit materials.

ARTICLE 4 - RELEASE OF DEPOSIT

           4.1 Release Conditions. As used in this Agreement, 'Release
Conditions' shall mean the following:

               a. Depositor's failure to carry out its support and maintenance
obligations imposed on it pursuant to the license agreement for a period of 60
days; or

               b. Existence of any one or more of the following circumstances,
uncorrected for more than thirty (30) days entry of an order for relief under
Title 11 of the United States Code; the making by Depositor of a general
assignment for the benefit of creditors; the appointment of a general receiver
or trustee in bankruptcy of Depositor's business or property, or action by
Depositor under any state insolvency or similar law for the purpose of its
bankruptcy, reorganization, or liquidation; or

               c. Depositor's failure to continue to do business in the ordinary
course.

           4.2 Filing For Release. If Preferred Registrant believes in good
faith that a Release Condition has occurred, Preferred Registrant may provide to
DSI written notice of the occurrence of the Release Condition and a request for
the release of the deposit materials. Upon receipt of such notice, DSI shall
provide a copy of the notice to Depositor, by certified mail, return receipt
requested, or by Federal Express or equivalent.

           4.3 Contrary Instructions. From the date DSI mails the notice
requesting release of the deposit materials, Depositor shall have ten business
days to deliver to DSI Contrary Instructions. 'Contrary Instructions' shall mean
the written representation by Depositor that a Release Condition has not
occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall
send a copy to Preferred Registrant by registered or certified mail, return
receipt requested, or by Federal Express or equivalent. Additionally, DSI shall
notify both Depositor and Preferred Registrant that there is a dispute to be
resolved pursuant to the Dispute Resolution section of this Agreement. Subject
to Section 5.2, DSI will continue to store the deposit materials without release
pending (a) joint instructions from Depositor and Preferred Registrant, (b)
resolution pursuant to the Dispute Resolution provisions, or (c) order of a
court.

           4.4 Release of Deposit. If DSI does not receive Contrary Instructions
from the Depositor, DSI is authorized to release the deposit materials to the
Preferred Registrant or, if more than one registrant is registered to the
deposit, to release a copy of the deposit materials to the Preferred Registrant.
However, DSI is entitled to receive any fees due DSI before making the release.
This Agreement will terminate upon the release of the deposit materials held by
DSI.

           4.5 Use License Following Release. Unless otherwise provided in the
license agreement, upon release of the deposit materials in accordance with this
Article 4, Preferred Registrant shall have a non-exclusive, non-transferable,
irrevocable right to use the deposit



                                      -4-



materials for the sole purpose of continuing the benefits afforded to Preferred
Registrant by the license agreement. Preferred Registrant shall be obligated to
maintain the confidentiality of the released deposit materials.

ARTICLE 5 - TERM AND TERMINATION

           5.1 Term of Agreement. The initial term of this Agreement is for a
period of one year. Thereafter, this Agreement shall automatically renew from
year-to-year unless (a) Depositor and Preferred Registrant jointly instruct DSI
in writing at any time after one year that the Agreement is terminated; or (b)
the Agreement is terminated by DSI for nonpayment in accordance with Section
5.2. If the deposit materials are subject to another escrow agreement with DSI,
DSI reserves the right, after the initial one year term, to adjust the
anniversary date of this Agreement to match the then prevailing anniversary date
of such other escrow arrangements.

           5.2 Termination for Nonpayment. In the event of the nonpayment of
fees owned to DSI, DSI shall provide written notice of delinquency to all
parties to this Agreement. Any party to this Agreement shall have the right to
make the payment to DSI to cure the default. If the past-due payment is not
received in full by DSI within one month of the date of such notice, then DSI
shall have the right to terminate this Agreement any time thereafter by sending
written notice of termination to all parties. DSI shall have no obligation to
take any other action under this Agreement so long as any payment due to DSI
remains unpaid.

           5.3 Disposition of Deposit Materials Upon Termination. Upon any
termination of this Agreement by joint instruction of Depositor and Preferred
Registrant, DSI shall destroy, return, or otherwise deliver the deposit
materials in accordance with such instructions. Upon any termination for
nonpayment, DSI may, at its sole discretion, destroy the deposit materials or
return them to Depositor. DSI shall have no obligation to return or destroy the
deposit materials if the deposit materials are subject to another escrow
agreement with DSI.

           5.4 Survival of Terms Following Termination. Upon any termination of
this Agreement, the following provisions of this Agreement shall survive:

               a. Depositor's Representations (Section 1.5).

               b. The obligations of confidentiality with respect to the deposit
materials.

               c. The licenses granted in the sections entitled Right to
Sublicense Upon Release (Section 3.3) and Use License Following Release (Section
4.5), if a release of the deposit materials has occurred prior to termination.

               d. The obligation to pay DSI any fees and expenses due.

               e. The provisions of Article 7.

               f. Any provisions in this Agreement which specifically state they
survive the termination or expiration of this Agreement.



                                      -5-


ARTICLE 6 - DSI'S FEES

           6.1 Fee Schedule. DSI is entitled to be paid its standard fees and
expenses applicable to its services. DSI shall notify the parties at least 90
days prior to any increase in fees. For any service not listed on DSI's standard
fee schedule, DSI will provide a quote prior to rendering the service, if
requested.

           6.2 Payment Terms. SDI shall not be required to perform any service
unless the payment for such service and any outstanding balances owned to DSI
are paid in full. All other fees are due upon receipt of invoice. If invoiced
fees are not paid, DSI may terminate this Agreement in accordance with Section
5.2. Late fees on past due amounts shall accrue at the rate of one and one-half
percent per month (18% pre annum) from the date of the invoice.

ARTICLE 7 - LIABILITY AND DISPUTES

           7.1 Right to Rely on Instructions. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

           7.2 Indemnification. DSI shall be responsible to perform its
obligations under this Agreement and to act in a reasonable and prudent manner
with regard to this escrow arrangement. Provided DSI has acted in the manner
stated in the preceding sentence, Depositor and Preferred Registrant each agree
to indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities incurred by DSI relating in any way to this escrow arrangement.

           7.3 Dispute Resolution. Any dispute relating to or arising from this
Agreement shall be resolved by arbitration under the Commercial Rules of the
American Arbitration Association. Unless otherwise agreed by Depositor and
Preferred Registrant, arbitration will take place in San Diego, California,
U.S.A. Any court having jurisdiction over the matter may enter judgment on the
award of the arbitrator(s). Service of a petition to confirm the arbitration
award may be made by First Class mail or by Federal Express or equivalent, to
the attorney for the party or, if unrepresented, to the party at the last known
business address.

           7.4 Controlling Law. This Agreement is to be governed and construed
in accordance with the laws of the state of California, without regard to its
conflict of law provisions.

           7.5 Notice of Requested Order. If any party intends to obtain an
order from the arbitrator or any court of competent jurisdiction which may
direct DSI to take, or refrain from taking any action, that party shall:

               a. Give DSI at least two business days' prior notice of the
hearing;



                                      -6-


               b. Include in any such order that, as a precondition to DSI's
obligation, DSI be paid in full for any past due fees and be paid for the
reasonable value of the services to be rendered pursuant to such order; and

               c. Ensure that DSI not be required to deliver the original (as
opposed to a copy) of the deposit materials if DSI may need to retain the
original in its possession to fulfill any of its other escrow duties.

ARTICLE 8 - GENERAL PROVISIONS

           8.1 Entire Agreement. This Agreement, which includes the Exhibits
described herein, embodies the entire understanding between all of the parties
with respect to its subject matter and supersedes all previous communications,
representations or understandings, either oral or written. No amendment or
modification of this Agreement shall be valid or binding unless signed by all
the parties hereto, except Exhibit A need not be signed by DSI and Exhibit B
need not be signed by Preferred Registrant.

           8.2 Notices. All notices, invoices, payments, deposits and other
documents and communications shall be given to the parties at the addresses
specified in the attached Exhibit C. It shall be the responsibility of the
parties to notify each other as provided in this Section in the event of a
change of address. The parties shall have the right to rely on the last known
address of the other parties. Unless otherwise provided in this Agreement, all
documents and communications may be delivered by First Class Mail.

           8.3 Severability. In the event any provision of this Agreement is
found to be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity of
this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.



                                      -7-


           8.4 Successors. This Agreement shall be binding upon and shall inure
to the benefit of the successors and assigns of the parties. However, DSI shall
have no obligation in performing this Agreement to recognize any successor of
Depositor or Preferred Registrant unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.



VI/Visualize, Inc.
----------------------------------             --------------------------------
Depositor                                      Preferred Registrant

By:    Neal K. Bangerter                       By:
   -------------------------------                -----------------------------

Name:  Neal K. Bangerter                       Name:
     -----------------------------                  ---------------------------

Title: President                               Title:
      ----------------------------                   --------------------------

Date:  July 1, 1997                            Date:
     -----------------------------                  ---------------------------




                       Data Securities International, Inc.

                       By: /s/ Christine A. Louie
                           -------------------------------
                           Christine A. Louie
                           Vice President Finance
                           7/1/97


                                      -8-


                                   EXHIBIT B

                         DESCRIPTION OF DEPOSIT MATERIAL



Deposit Account Number_________________________________________________________

Depositor Company Name_________________________________________________________

DEPOSIT TYPE:  _____ Initial                          __________ Supplement


ENVIRONMENT:
Host System CPU/OS_________________________ Version________ Backup_____________
Source System CPU/OS_______________________ Version________ Compiler___________
Special Instructions: _________________________________________________________
_______________________________________________________________________________


DEPOSIT MATERIAL:
Exhibit B Name ____________________________ Version____________________________

Item label description_____________________ Media ____________ Quantity _______





For Depositor, I certify that                For DSI, I certify that the   
the above described deposit                  deposit inspection has been   
materials have been                          completed (any exceptions are 
transmitted to DSI:                          noted above):                 


By___________________________                By________________________________

Print Name___________________                Print Name________________________

Date_________________________                Date______________________________

                                             ISE_________________ EX.B#________





                                    EXHIBIT C

                               DESIGNATED CONTACT

                          ACCOUNT NUMBER ______________




                                                          
Notices to Deposit Material                                Invoices to Depositor should  
returns and communication,                                 be addressed to:
including delinquencies to
Depositor should be addressed to:



Company Name:         _________________________            __________________________________
Address:              _________________________            __________________________________
                      _________________________            __________________________________
                      _________________________            __________________________________
Designated Contact:   _________________________            Contact:__________________________
Telephone:            _________________________            __________________________________
Facsimile             _________________________            __________________________________


State of 
Incorporation:        _________________________


Notices to Deposit Material returns and communication, including delinquencies
to Invoices to Depositor should be addressed to: Depositor should be addressed
to:

Company Name:         _________________________            __________________________________
Address:              _________________________            __________________________________
                      _________________________            __________________________________
                      _________________________            __________________________________
Designated Contact:   _________________________            Contact:__________________________
Telephone:            _________________________            __________________________________
Facsimile             _________________________            __________________________________


           Requests from Depositor or Preferred Registrant to change the
Designed Contact should be given in writing by the Designated Contact or an
authorized employee of Depositor or Preferred Registrant.


Contracts, Deposits Material                               Invoice inquires and fees   
and notices to DSI should be                               remittances to DSI should be          
addressed to:                                              addressed to:                         
                                                           


DSI                                                        DSI
Attn:  Contract Administration                             Attn:  Accounts Receivable
Suite 200                                                  Suite 1450
9555 Chesapeake Drive                                      425 California Street
San Diego, CA  92123                                       San Francisco, CA  94104
Telephone:  (619) 694-1900                                 (415) 398-7900
Facsimile;  (619) 694-1919                                 (415) 398-7914

Date: ________________________





                            PREFERRED PLUS AMENDMENT
                            TO PREFERRED REGISTRATION
                           TECHNOLOGY ESCROW AGREEMENT

                            Account Number __________


           This document is intended to amend the Preferred Registration
Technology Escrow Agreement (the 'Agreement') between the undersigned parties,
as follows:

           Section 1.6 is replaced with the following:

           DSI shall perform a Level One verification of the deposit materials
upon the initial deposit and for each update. A verification determines, in
different levels of detail, the accuracy, completeness, sufficiency and quality
of the deposit materials. A Level One verification is defined as follows: DSI
will cause a technically qualified DSI employee to evaluate the deposit
materials in order to identify (a) the hardware and software configurations
reasonably necessary to maintain the deposit materials, (b) the hardware and
software configurations reasonably necessary to compile the deposit materials,
and (c) the compilation instructions. DSI will then prepare and deliver to
Depositor and Preferred Registrant a report describing the information so
identified. The report will be provided within 30 days of any delivery of the
deposit materials. It shall be the responsibility of the Depositor, and not DSI,
to assure that the deposit materials contain the information so identified in
DSI's report, as well as any other information that may be required in the
license agreement.

           Preferred Registrant shall have the right, at Preferred Registrant's
expense, to cause higher levels of verification of any deposit materials. If a
verification is elected after the deposit materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

           Section 1.7 is modified to add the following:

           DSI shall notify Depositor in writing semiannually of Depositor's
obligation to make updated deposits. Within 30 days of receipt of each such
notice, Depositor shall certify in writing to DSI that (a) it has made the
updated deposits as required in the immediately preceding paragraph; or (b)
there has not been a release of a new version of the product since the last
deposit.







           Except as specifically provided above, the Agreement shall remain in
full force and effect without modification.


_____________________________                __________________________________
Depositor                                    Preferred Registrant

By___________________________                By________________________________

Name:________________________                Name:_____________________________

Title:_______________________                Title:____________________________

Date:________________________                Date:_____________________________



                       Data Securities International, Inc.




                                      -2-