ACCRUE SOFTWARE LICENSE AGREEMENT\n\n This Software License Agreement (\"Agreement\") is entered into this 22nd\nday of June, 2001 (the \"Effective Date\") between Accrue Software, Inc.\n(\"Licensor\") with principal offices at 48634 Milmont Dr., Fremont, CA 94538 and\nLycos Europe GMBH (\"Licensee\") with principal offices at Carl-Bertelsmann-Str. \n29, Guetersloh, Germany 33311.\n\n1. OBJECT OF AGREEMENT\n\nObject of agreement is a Software License Agreement (as hereinafter defined).\nThis Software fulfils all the functions described in the user manuals (which is\npart of this agreement). \n\nDEFINITIONS The following words shall have the following meanings:\n\n a. \"Software\" shall mean the computer programs, initially as described\nin Exhibit A, including, but not limited to, Accrue G2. The Software consists of\na proprietary set of web and internet analysis programs developed by Licensor.\nThe Software includes, but is not limited to, its object code, scripted code,\nand all Third Party Components, and the user manuals and all accompanying\nmaterials, including any and all Revisions and Versions regardless of name.\n\n b. \"Revision\" shall mean a subsequent release of the Software denoted by\na change in Software release number to the right side of such release number\ndecimal point. Revisions may include, but not be limited to, Error Corrections\n(as defined in Exhibit D), and minor changes to existing functionality.\nRevisions would not include new functionality, features or options.\n\n c. \"Version\" shall mean a subsequent release of the Software denoted by\na change in the Software release number to the left of the release number\ndecimal point. Versions may include, but not be limited to, Error Corrections\n(as defined in Exhibit D), and major changes to existing functionality. Versions\nmay include new functionality, features or options.\n\n d. \"CPUs\" shall mean the number of central processing units in the\nphysical machines (\"Servers\") that are supporting the Collector, Analyzer and\nData Warehouse components of the Software, the traffic of which will be analyzed\nby the Software.\n\n e. \"Third Party Components\" shall mean any components of the Software,\nwhether in the form of a runtime version or object code, provided by third party\nvendors to Licensor for the sole purpose of being utilized as an embedded\ncomponent of the Software object code.\n\n f. \"Web Site\" shall mean the grouping of Servers that constitute the\nLicensee's web presence that is being analyzed with the Software.\n\n g. \"Collector\" shall mean a component of the Software that is used to\ncollect traffic and delivery information.\n\n h. \"Data Warehouse\" shall mean the component of the Software that is\nused as the repository for the information that is collected and processed by\nthe Software.\n\n i. \"Affiliate\" shall mean any person, corporation or other entity which,\ndirectly or indirectly, through one or more intermediaries, controls or is\ncontrolled by, or is under common control with, another person, corporation or\nentity.\n\n j. \"Page View\" shall mean a file on a Web Site that is sent to a client\nuser agent, usually a browser. By default, pages are HTML files. Pages often\naccount for more than one hit at a site.\n\n\n Page 1\n\n k. \"Hit\" shall mean a request made to a Web Site that results in an\naction being taken by the server and the generation of an entry in a log file.\nHits are not directly related to the number of visitors at a site or the number\nof pages of a site.\n\n l. \"Analyzer\" shall mean the component of the Software structures raw\ndata, performs data transformations and aggregations, and writes summarized data\nto the Data Warehouse.\n\n2. LICENSE\n\n a. Grant of License. Licensor grants Licensee, pursuant to the terms and\nconditions of this Agreement, a perpetual, worldwide, non-exclusive,\nnon-transferable, license to install and use the Software solely for Licensee's\nown internal business use\n\n b. CPUs, [*]. Licensee acknowledges that this License is based on the\ninitial number of CPUs[*]\n\n c. Additional Restrictions on Use. Licensee shall not (i) process or\npermit to be processed the data of any other party other than Affiliates, (ii)\nuse the Software for third-party training, commercial time-sharing, rental or\nservice bureau use, or (iii) publish, external to any party outside of Licensee,\nany results of benchmark tests run on the Software. Licensee may allow\nsubsidiaries, parent, or other Affiliates access to and use of the Software, and\nanalyses and reports of the Licensee's Web Site data generated by the Licensee's\nuse of the Software, provided, however, that if Licensee subsidiaries, parent or\nother Affiliates access and use the Software, they shall each be bound by the\nterms and conditions and restrictions of this Agreement. Further, with regard to\nany Third Party Components licensed as part of or for use with the Software\nunder this Agreement, Licensee shall not use said Third Party Components as a\nseparate, stand-alone product, and shall only use it in conjunction with the\nSoftware licensed hereunder for the sole purposes set forth herein.\n\n d. Copies. Licensee may make one archival copy of the Software for each\nweb site location solely for archival and disaster recovery purposes, provided\nthat such copy shall include Licensor's copyright and any other proprietary\nnotices. Licensee shall have no other right to copy, in whole or in part, the\nSoftware. Archival copies of the Software shall be additional to any copies made\nof the Software as a part of any normal system backups. Any copy of the Software\nmade by Licensee shall be exclusive property of Licensor.\n\n e. Modifications, Reverse Engineering. Licensee agrees that only\nLicensor shall have the right to alter, maintain, enhance or otherwise modify\nthe Software. Licensee shall not cause, nor permit either through its direct\nefforts or through any third party, the modification, disassembly,\nde-compilation, or reverse engineering of the Software.\n\n f. Material Terms and Conditions. Licensee specifically agrees that each\nof the terms and conditions of this Section 2 are material and that failure of\nLicensee to comply with these terms and conditions shall constitute sufficient\ncause for Licensor to immediately terminate this Agreement and the License\ngranted under this Agreement. The presence of this Section 2f shall not be\nrelevant in determining the materiality of any other provision or breach of this\nAgreement by either party.\n\n g. Adding Software. In the event the parties agree that Licensee shall\nlicense from Licensor a computer program which is not then identified on Exhibit\nA, Licensee shall provide Licensor with a purchase order referencing Licensor's\nquotation identifying the computer programs(s) to be licensed. Upon delivery of\nthe computer program(s) by Licensor to Licensee, the computer program(s)\ndescribed in Licensee's purchase order shall be included under the definition of\n\"Software\" for all purposes under this Agreement, and said computer program(s)\nshall be governed by the terms and conditions of this Agreement. Any and all\npreprinted terms and conditions appearing on the\n\n----------\n\n[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n Page 2\n\nface and reverse sides, if any, of a purchase order shall not apply to or become\na part of this Agreement, and shall be superseded in their entirety by this\nAgreement.\n\n h. Delivery. Delivery will be deemed to have taken place when Licensor\nmakes the Software available for download, and the Licensor has notified the\nLicensee that the Software is available. Licensor shall deliver the user manual\nand all accompanying materials. The Software will be available for download\nwithin twenty-four hours of mutual acceptance of proposal.\n\n3. FEES, TERMS AND TAXES\n\n a. Fees and Terms. In consideration for the license granted by\n Licensor under this Agreement, and all services provided by\n Licensor under this Agreement, Licensee shall pay all the fees in\n the amounts and per the terms set forth in Exhibit A. Invoicing\n for Software and services will be at delivery, and all fees are\n due thirty (30) days from date of invoicing, unless otherwise\n specified in Exhibit A.\n\n b. Euro. All fees quoted and payments made hereunder shall be in\n Euro. Accrue to suggest mutual currency fluctuation protection\n language\n\n c. Taxes. All amounts payable are gross amounts but exclusive of any\nvalue added tax, use tax Licensee shall pay all applicable taxes, however\ndesignated, which are levied or imposed by reason of the transactions\ncontemplated by this Agreement.\n\n4. OWNERSHIP\n\n a. Title. Licensor represents that it owns all proprietary rights,\nincluding all patent, copyright, trade secret, trademark, trade name and other\nproprietary rights, in and to the Software, necessary to fulfill it's\nobligations under the terms of this Agreement. Licensee acknowledges that the\nlicense granted under this Agreement does not provide Licensee with title to or\nownership of the Software, including any Error Corrections, enhancements,\nupdates or other modifications to the Software, whether made by Licensor or any\nthird party. Licensee acknowledges that the License granted under this Agreement\nonly provides the Licensee a right of limited use under the terms and conditions\nof this Agreement. Licensee shall keep the Software free and clear of all\nclaims, liens and encumbrances.\n\n b. Transfers. Under no circumstances shall Licensee sell, license,\nsublicense, publish, display, distribute, or otherwise transfer to a third party\nthe Software, any copy thereof, in whole or in part, without Licensor's prior\nwritten consent, unless otherwise provided for in this Agreement.\n\n5. CONFIDENTIAL INFORMATION\n\n a. Definition. For their mutual benefit, the Licensor and Licensee shall\ndiscuss certain confidential information including but not limited to, the\nLicensee's web usage tracking and the Software. The parties acknowledge that (i)\nthe terms and conditions of this Confidentiality clause, (ii) the existence and\ncontent of the discussions between Licensor and Licensee, and (iii) information\nconcerning the Software and other information, including but not limited to,\neach party's product plans, designs, costs, prices and names, finances,\nmarketing plans, business opportunities, personnel, research, development or\nknow-how, will be considered confidential (\"Confidential Information\").\nConfidential Information shall not include information that: (1) is now or\nsubsequently becomes generally available to the public through no fault or\nbreach on the part of receiving party (\"Recipient\"); (2) Recipient can\ndemonstrate to have had rightfully in its possession prior to disclosure to\nRecipient by the disclosing party (\"Discloser\"); (3) is independently developed\nby Recipient without the use of any Confidential Information; or (4) Recipient\nrightfully obtains from a third party who has the right to transfer or disclose\nit.\n\n b. Nondisclosure and Nonuse of Confidential Information. Recipient\nagrees to use reasonable care, but in no event no less than the same degree of\ncare that it uses to protect its own confidential and proprietary information of\nsimilar importance, to prevent the unauthorized use, disclosure, publication or\ndissemination of Confidential Information. Recipient agrees to accept\nDiscloser's Confidential Information for the sole purpose of meeting its obli-\n\n\n Page 3\n\ngations under the terms of this Agreement. Recipient agrees not to use\nConfidential Information otherwise for its own or any third party's benefit\nwithout the prior written approval of an authorized representative of Discloser\nin each instance. Recipient may disclose Confidential Information if required by\nany judicial or governmental request, requirement or order; provided that\nRecipient will take reasonable steps to give Discloser sufficient prior notice\nin order to contest such request, requirement or order by notifying Discloser of\nsuch request.\n\n c. Ownership of Confidential Information. All Confidential Information,\nand any Derivatives thereof, remains the property of Discloser and no license or\nother rights to Confidential Information is granted or implied hereby. For\npurposes of this Agreement, \"Derivatives\" shall mean: (i) for copyrightable or\ncopyrighted material, any translation, abridgment, revision or other form in\nwhich an existing work may be recast, transformed or adapted; (ii) for\npatentable or patented material, any improvement thereon; and (iii) for material\nwhich is protected by trade secret, any new material derived from such existing\ntrade secret material, including new material which may be protected by\ncopyright, patent and\/or trade secret.\n\n d. Independent Development. Discloser understands that Recipient may\ncurrently or in the future be developing information internally, or receiving\ninformation from other parties that may be similar to Discloser's Confidential\nInformation. Accordingly, nothing in this Agreement will be construed as a\nrepresentation or inference that Recipient will not develop products, or have\nproducts developed for it that, without violation of this Agreement, compete\nwith the products or systems contemplated by Discloser's Confidential\nInformation.\n\n e. No Warranty. All Confidential Information remains the property of\nDiscloser and no license or other rights in the Confidential Information is\ngranted hereby. Discloser warrants that it has the right to disclose the\nConfidential Information to Recipient. Otherwise, all Confidential Information\nis provided \"AS IS\" and without any warranty, express, implied or otherwise,\nregarding its accuracy or performance. Recipient will return all tangible\nConfidential Information, including but not limited to all computer programs,\ndocumentation, notes, plans, drawings, and copies thereof, to Discloser\nimmediately upon Discloser's written request.\n\n f. Terms. Recipient's duty to protect Discloser's Confidential\nInformation shall expire three (3) years from the date of disclosure of\nConfidential Information.\n\n6. MAINTENANCE AND SUPPORT\n\n a. Licensor agrees to provide Licensee support as defined in Exhibit D,\nat its then current fees.\n\n7. LIMITED WARRANTY\n\n a. Scope of Limited Warranty. Licensor warrants to Licensee that for\nninety days commencing upon the letter of acceptance concerning the Software at\nLicensee's designated site(s), (i) the Software will substantially comply with\nthe published specifications set forth in Licensor's user documentation for the\nSoftware and (ii) the media on which the Software is furnished shall be free\nfrom defects in materials and faulty workmanship under normal use. Licensor\nmakes no warranty as to the Software after the ninety days. Licensor does not\nwarrant that the Software will meet Licensee's requirements or will operate in\ncombinations with other software or non-supported platforms\/operating\nsystems\/databases, which may be selected for use by Licensee, or that the\noperation of the Software will be uninterrupted or error-free. Licensor also\nwarrants to Licensee, that for a period of [*] ([*]) days commencing upon\ndelivery of any subsequent release of any new Version or Revision of the\nSoftware, that new Version or Revision will substantially comply with the\npublished specifications set forth in Licensor's user documentation for that\nVersion or Revision.\n\n b. Sole Remedy. Licensee's sole and exclusive remedy under the Initial\nWarranty Period shall be, at Licensor's election, to (1) provide program\nservices to correct any material defects which would cause the Software to not\ncomply with the published specifications, (2) replace the defective Software\nwith Software that complies with the published specifications, or (3) refund all\nlicense and support fees paid to Licensor which relate to the non-complying\n\n\n Page 4\n\n[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n\nSoftware and may terminate the agreement immediately, subject to section 10 b.\nIf the Licensor elects to pursue number (1) or (2) and the Licensor is unable to\ncomplete that choice within thirty (30) days of notification by the Licensee,\nthen the Licensee will be entitled to the remedy under number (3). The above\nremedies are available only if Licensor is notified in writing, within the\nInitial Warranty Period, upon discovery of the defects by Licensee, and that the\nSoftware has not been (i) altered, or modified by any party other than Licensor\nor Licensor's approved third party provider; (ii) subjected to negligence, or\ncomputer or electrical malfunction; or (iii) used, adjusted, or installed other\nthan in accordance with instructions furnished by Licensor. During subsequent\nWarranty Periods related to new Versions or Revisions of the Software,\nLicensee's sole and exclusive remedy will be to continue to be supported under\nthe prior Version or Release of the Software. Further, should Licensee hire a\nthird party independent consultant not contracted by Licensor to perform\nservices for Licensee using the Software, or should said consultant create\nmodifications or derivative works of the Software, Licensor shall have no\nliability to Licensee for said services, modifications, derivative works, or\noutputs of use of the Software.\n\n c. Disclaimer of Any Other Warranty. Except for the express limited\nwarranty stated above, Licensor makes no promises, representation or warranties,\neither express, implied, statutory, or otherwise, with respect to any Software,\nincluding its condition, its conformity to any representation or description, or\nthe existence of any latent or patent defects, and Licensor specifically\nexcludes all implied warranties of merchantability and fitness for a particular\npurpose. Licensee additionally acknowledges that Licensor's Third Party\nComponent licensors make no warranties to Licensee under this Agreement.\n\n8. LIMITATION OF LIABILITY\n\n Licensee agrees that Licensor's liability hereunder for damages arising\nfrom performance or nonperformance of the Software, shall be as set forth above\nin Section 7, and shall in the event of ordinary negligence not exceed the\namount paid by Licensee pursuant to this Agreement. With the exception of acts\nof willful misconduct or gross negligence, Licensee and Licensor agree that\nLicensee, Licensor, and Licensor's Third Party Component licensors will not be\nliable for any lost profits, costs of procurement of substitute goods or\nservices, or for any claim or demand by any other party except in regard to\nviolations under sections 2, 4, and 5 of this Agreement. In no event will any\nparty to this Agreement be liable for consequential, incidental, special,\nindirect, or exemplary damages arising out of this Agreement, even if the\nparties have been advised of the possibility of such damages. These limitations\nshall apply notwithstanding any failure of essential purpose of any limited\nremedy.\n\n9. INDEMNIFICATION.\n\n Indemnification. Licensor agrees to indemnify, defend and hold Licensee\nharmless from and against any and all claims made by any third party, including\ncosts in connection with the defense thereof, resulting from any alleged United\nStates and European patent, trademark, or copyright infringement by Licensee's\nuse of the Software in accordance with this Agreement; provided, however, that\nLicensee gives Licensor: (i) written notice of any action or allegation of\ninfringement within twenty (20) days following receipt of notice by Licensee;\n(ii) sole control of the defense and settlement of such claims; and (iii)\nassistance reasonably requested by Licensor at Licensor's expense. In the event\nthat a final injunction is issued against the use of the Software by Licensee\nfor reason of infringement of a United States and European patent, trademark, or\ncopyright, or if, in Licensor's opinion, the Software is likely to become the\nsubject of a claim of infringement, Licensor may, at its sole option and\nexpense, either: (a) obtain for Licensee the right to continue using the\nSoftware; (b) replace or modify the Software so that it becomes non-infringing;\nor (c) remove the Software or part thereof, and refund the aggregate license\npayments paid by Licensee, less a pro rata amount equal to the purchase price of\nthe Software license multiplied by a fraction where the numerator is the number\nof months that have passed since the delivery of the Software, and the\ndenominator is sixty (60).\n\n b. Limitation of Indemnification. Notwithstanding the provisions of\nSection 9a above, the indemnity set forth therein shall not apply to, and\nLicensor assumes no liability for, any claims of infringement made by any third\nparty to the extent that such claim relates to (i) use of other than an\nunaltered release of the Software; or (ii) the combination, operation or use of\nthe Software with non-Licensor programs, data, methods or technology if such\ninfringement would have been avoided without the combination, operation or use\nof the Software with other programs, data, methods or technology or (iii)\nservices performed using the Software, or modifications or derivatives works of\nthe Software for\n\n\n Page 5\n\nLicensee by a third party independent consultant not contracted by Licensor if\nsuch infringement would have been avoided without such services, modifications\nor derivative works.\n\n10. TERM AND TERMINATION\n\n a. Effective Date and Term. This Agreement and the license granted\nhereunder shall be effective as of the Effective Date set forth at the beginning\nof this Agreement and shall remain in effect until terminated as provided in\nthis Agreement.\n\n b. Termination for Cause. Licensor shall have the right to terminate\nthis Agreement and the license granted herein upon the occurrence of any of the\nfollowing events: (i) in the event the Licensee fails to comply with any of the\nterms and conditions of this Agreement and such default has not been cured\nwithin thirty ( 30) days after receiving written notice; or (ii) in the event\nthe Licensee (A) terminates or suspends its business, (B) becomes subject to any\nbankruptcy or insolvency proceeding under Federal or state statute, (C) becomes\ninsolvent or subject to direct control by a trustee, receiver or similar\nauthority, or (D) has wound up or liquidated, voluntarily or otherwise. Licensee\nshall have the right to terminate this Agreement upon the occurrence of any of\nthe following events: (i) in the event the Licensor fails to comply with any of\nthe terms and conditions of this Agreement and such default has not been cured\nwithin fifteen (15) days after written notice; or (ii) in the event the Licensor\n(A) terminates or suspends its business, (B) becomes subject to any bankruptcy\nor insolvency proceeding under Federal or state statute, (C) becomes insolvent\nor subject to direct control by a trustee, receiver or similar authority, or (D)\nhas wound up or liquidated, voluntarily or otherwise.\n\n c. Effect of Termination for Cause: If Licensor terminates this\nAgreement under Section 10b above, the obligations of Licensor and Licensee in\nSections 2b, c d and e, 4, 5, 7, 8, 9, 10, 11 and 13, and rights and obligations\nwhich accrued prior to termination or expiration, and provisions of this\nAgreement which by their express terms are intended to survive termination or\nexpiration of this Agreement, shall survive termination of this Agreement.\nWithin thirty (30) days after termination of this Agreement, Licensee shall\nreturn to Licensor, at Licensee's expense, the Software and all copies thereof,\nand deliver to Licensor a certification, in writing signed by an officer of\nLicensee, that the Software and all copies thereof have been returned or\ndestroyed, as requested by Licensor, and their use discontinued. Nothing\ncontained herein shall limit any other remedies that either party may have for\nthe default of the other under this Agreement nor relieve either party of any of\nits obligations incurred prior to such termination.\n\n d. Termination Without Cause. In the event Licensee desires to terminate\nthis Agreement without cause, Licensee shall provide written notice of same to\nLicensor. Termination shall be effective thirty (30) days after date of said\nnotice. In the event of Licensee's termination without cause, Sections 2b, c, d\nand e, 4, 5, 7, 8, 9, 10, 11 and 13, and rights and obligations which accrued\nprior to termination or expiration, and provisions of this Agreement which by\ntheir express terms are intended to survive termination or expiration of this\nAgreement, shall survive termination of this Agreement. Within thirty (30) days\nafter termination of this Agreement, Licensee shall return to Licensor, at\nLicensee's expense, the Software and all copies thereof, and deliver to Licensor\na certification, in writing signed by an officer of Licensee, that the Software\nand all copies thereof have been returned or destroyed, as requested by\nLicensor, and their use discontinued.\n\n11. VERIFICATION\n\n a. In the event that Licensor entertains any serious doubts that\nLicensee may not be in compliance with the terms and conditions as set forth\nherein, Licensor may audit, with thirty (30) day's prior written notice,\nLicensee's available records related to the use of the Software, to verify\nLicensee's use of the Software in accordance to the constraints of this\nAgreement. Licensor shall bear the expense of an audit with the exception of\ninstances where the Licensee is found, through such an audit, to be in violation\nof the licensing portion of this Agreement. In such instances, Licensee will be\ninvoiced for all time, travel and material costs associated with the audit.\nAudits shall be conducted during regular business hours at Licensee's facilities\nand shall not unreasonably interfere with Licensee's business. Audits shall be\nconducted no more than one time per twelve-month period. Licensee shall\nimmediately pay any overdue adjustments to the License Fees revealed by such\naudit. Licensor may engage third parties to perform the audit if Licensee\nagrees to the chosen party. Such an approval will not be unreasonable withheld.\nIn such event, said third parties shall be subject to the restrictions of\nSection 5 of this Agreement regarding Confidential Information.\n\n\n Page 6\n\n c.\n\n12. YEAR 2000 COMPLIANCE\n\n Licensor warrants the Software being acquired hereunder as well as any\nnew Version or Revision, is Year 2000 Compliant (hereafter \"Year 2000\nCompliant\"), which shall mean all calendar year representations used within the\nSoftware which, when operated on (including, but not limited to, arithmetic,\ncomparison and sorting operations) before, during and after the actual calendar\nyear 2000 A.D. shall not produce subsequent operations and\/or generated output\nwhich yield results in variance with the normal course of operations of the\nSoftware or error conditions which are the direct result of the use of a\ncalendar year representation. Additionally, Licensor warrants that the Software\nwill correctly process calendar dates for Leap Year, which is defined as a year\nduring which an extra day is added in February (February 29th). Leap Year occurs\nin all years divisible by 400 or evenly divisible by 4 and not evenly divisible\nby 100. For example, 1996 is a Leap Year since it is divisible by 4 and not\nevenly divisible by 100. The year 2000 is a Leap Year since it is divisible by\n400. In the event of a need for modification of the Software to operate properly\nfor Year 2000 and beyond, Licensor will incur all expenses for such programming\nand software changes to the Software under this Agreement.\n\n13. VIRUS\/BACKDOOR\n\n Licensor warrants and represents that the Software shall contain no\nroutine, program, \"virus\" or code which has been intentionally designed or\ncreated to: (a) allow unauthorized access to, or use of, the Software by any\nagent or employee of Licensor or by any third party; or (b) cause the Software\nor other program or programs to malfunction; or (c) allow unauthorized access\nto, or use of, Licensee's network computing environment, individual client\ncomputers or any other computing resource, by any agent or employee of Licensor\nor any third party. Licensor agrees to indemnify and hold Licensee harmless from\nany claims, damages, causes of action, costs and expenses arising out of or\nrelated to any breach of the warranty set forth in this Section 13.\n\n14. GENERAL PROVISIONS\n\n a. Installation. Licensor shall install the Software based on a mutually\nagreed upon schedule, subject to Licensor's fees for installation as described\nin Exhibit A herein. Licensee agrees that if Licensee culpably delays the\nagreed-upon installation schedule through no fault of Licensor (e.g., the\nhardware is not there, or is not configured correctly and ready for Licensor to\ninstall the Software), and Licensor is on Licensee's physical site, ready to\ninstall the Software, and the delay extends for one day or more, that in\naddition to the fee for installation, Licensee shall pay Licensor's consulting\nfee for those days spent as a direct result of Licensee's delay, in excess of\nthose days originally scheduled for the installation, at Licensor's then current\nprices. In addition, Licensee agrees to reimburse Licensor for all reasonable\ntravel, accommodation, and meal expenses for those days spent as a direct result\nof Licensee's delay, in excess of those days originally scheduled for the\ninstallation. Licensee acknowledges that a delay of one day or more may cause\nLicensor to reschedule the installation, and that upon successful completion,\nthe full fee as described in Exhibit A herein for the rescheduled installation\nwill be payable under the terms and conditions of this Agreement.\n\n b. Training. Unless otherwise contracted for in Exhibit A, Licensee\nshall be solely responsible for training its employees to use the Software.\n\n c. Assignment. The terms and provisions of this Agreement shall be\nbinding upon and inure to the benefit of the parties to this Agreement and to\ntheir respective heirs, successors, assigns and legal representatives, except\nthat Licensee shall not assign or otherwise transfer the Software or this\nAgreement to anyone without prior written notice to Licensor. Licensee may\nassign the Software or this Agreement to any parent, subsidiary in which the\nLicensee has a controlling interest, or Affiliate which is in existence as of\nthe Effective Date of this Agreement, or in connection with a sale of all or\nsubstantially all of it's assets or stock, provided each such party agrees to be\nbound by all terms and conditions of this Agreement, and provided that the\nassignee is not a competitor of Licensor as specified in the attached Exhibit G.\nLicensor may assign the Software or this Agreement to any party provided such\nparty agrees in writing to be bound by all terms and conditions of this\nAgreement.\n\n\n Page 7\n\n In the case of transfer of all or substantially all of Licensee's assets\nor stock to an entity that prior to the Effective Date of this Agreement held no\ncontrolling interest in Licensee, it is understood that Licensor has no\nobligation with regard to the extension of discounts in pricing for any and all\nadditional purchases of either Software licenses, maintenance or services, to\nthose operations of the acquiring or new controlling entity's businesses or\noperations beyond or outside the scope of the businesses or operations\ncontemplated by this Agreement, and that subject to negotiation, all such\nadditional purchases shall be made at Licensor's then current list prices.\n\n d. Joint and Several Liability. If Licensee is composed of more than one\nperson or entity, each such person and entity shall be jointly and severally\nliable under this Agreement.\n\n e. Force Majeure. Neither party shall be responsible for any failure to\nperform (except for payment obligations) due to unforeseen circumstances or to\ncauses beyond its control, including but not limited to acts of God, war, riot,\nembargoes, acts of civil or military authorities, fire, floods, accidents,\nstrikes, carrier service interruptions, or shortages of transportation\nfacilities, fuel, energy, labor or materials. A party whose performance is\naffected by a force majeure condition shall be excused from such performance to\nthe extent required by the force majeure condition so long as such party takes\nall reasonable steps to avoid or remove such causes of nonperformance and\nimmediately continues performance whenever and to the extent such causes are\nremoved.\n\n f. Performance of Services. Licensee acknowledges and agrees that any\nand all consulting services performed or to be performed by Licensor for\nLicensee are independent of Licensee's purchase, acceptance and use of the\nSoftware. Licensee further agrees that payment under the terms and conditions of\nthis Agreement for all elements set forth on Exhibit A is in no way dependent,\ncoupled, or in any other way associated with the commencement, completion or\ndelivery of consulting services.\n\n g. Governing Law. This Agreement shall in all respects be governed by\nthe laws of Germany (especially Sections 631 ff. BGB). Remove reference to BGB\nlaw pursuant to resolution of warranty issue. Each party hereby agrees that any\naction arising out of or related to this Agreement must be brought exclusively\nto the court of Gutersloh. Licensee reserves the right to sue Company at its\nregistered place of business. This Agreement will not be governed by the United\nNations Convention of Contracts for the International Sale of Goods, the\napplication of which is expressly excluded.\n\n h. Severability. If any of the provisions of this Agreement are held to\nbe invalid under any applicable statute or rule of law, they are, to that\nextent, deemed omitted.\n\n i. Waiver. The waiver of one breach or default or any delay in\nexercising any rights shall not constitute a waiver of any subsequent breach or\ndefault.\n\n j. Notices. All notices permitted or required under this Agreement shall\nbe in writing and shall be delivered in person, via fax, or mailed by first\nclass, registered or certified mail, postage prepaid, to the address of the\nparty specified in this Agreement or such other address as either party may\nspecify in writing. Such notice shall be deemed to have been given upon receipt.\nContact persons for communications under the Agreement are listed in Exhibit C.\n\n k. Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original and all of which together shall constitute one\ninstrument.\n\n l. Entire Agreement. This Agreement, along with all Exhibits referenced\nand attached hereto, represents the entire agreement between the parties, may\nonly be amended by a written agreement signed by both parties, and supersedes\nall prior or contemporaneous oral or written agreements and understandings with\nrespect to the matters covered by this Agreement. Licensee agrees that it has\nnot entered into this Agreement based on any representations other than those\ncontained herein.\n\n IN WITNESS WHEREOF, the parties have executed this Accrue Software, Inc.\nSoftware License Agreement effective as of the date first set forth above.\n\n\n Page 8\n\n\nACCRUE SOFTWARE, INC. LYCOS EUROPE GMBH\nLICENSOR: LICENSEE:\n\nDate: Date: 22\/06\/01\n \nAuthorized Signature: Authorized Signature:\n\nBy: Harrison N. Paist By: Dr. Sebastian Reschke\n \nTitle: Vice-President, Finance Title: VP Access & Infrastructure\n \nAddress: 48634 Milmont Dr. Address: Carl-Bertelsmann-Str. 29\n \nCity: Fremont, CA 94538 City: Guetersloh State: Ger Zip: 33311\n \nEmail: hpaist@accrue.com E-mail: Sebastian.Reschke@lycos-europe.com\n \nPhone: 510-580-4506 Phone: +49(5241)8040651\n \nFax: 510-580-4501 Fax: +49(5241)8066958\n \n\n\n Page 9\n\n EXHIBIT A\n\n TO THE ACCRUE SOFTWARE LICENSE AGREEMENT\n\n SOFTWARE PRODUCTS\n\nPERPETUAL SITE LICENSE\n\nFEATURES \/ DEFINITIONS:\n\n [X] A license buyout for Lycos Europe to deploy the following Accrue\n products \n\n - Accrue G2 Analyser\n\n - Accrue G2 Warehouse and Reporting Suite\n\n for an unlimited time period, independent of current and future\n number \/ configuration of analysed Web Servers, volume of Web\n traffic or number \/ configuration of processing systems and number\n of users.\n\n [X] The Accrue G2 Network collector has to be licensed on a \"per system\"\n basis.\n\n [X] Lycos Europe is permitted to [*]. This requires, however, an [*]\n\n [X] Delivery and installation \/ integration \/ customization of Accrue G2\n components will be subject to the acceptance of this proposal and\n the signature of the attached Software License Agreement incl.\n Support Agreement.\n\n [X] All prices are net, in Euro. They are calculated on base of a\n Dollar\/Euro Conversion Rate of 1 Euro = 0.90 US-Dollar. In case that\n the Conversion Rate differs on respective due date in advantage of\n Lycos Europe (1 Euro > 0.89 US-Dollar) Accrue agrees on currency\n adjustments at time of invoicing so that Accrue can hedge against\n any devaluation. If the exchange rates at the time of invoicing are\n favorable to Accrue, then no adjustment will be made and the invoice\n will be issued only in the amount of Euros quoted in this proposal.\n\n [X] Payment conditions:\n\n [X] Due [*]% after [*] (see also SPSS proposal from June, 19 2001)\n All payments are subject to [*]. The scope of this\n installation and related success criteria will be defined in\n Exhibit B. Lycos Europe acknowledges via signed acceptance\n letter whether these criteria have been met.\n----------\n\n[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n Page 10\n\nPRICING\n\n<\/pre>\n