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                                                                  EXHIBIT 10.18

                 SUBSIDIARY LICENSE AND DISTRIBUTION AGREEMENT

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<S>               <C>                              <C>
EFFECTIVE DATE:   January 1, 1999


PARTIES:          WITNESS SYSTEMS, INC.            WITNESS SYSTEMS LTD.

                  1105 Sanctuary Parkway           Eagle House
                  Alpharetta, Georgia 30004        The Ring
                                                   Bracknell
                                                   Berkshire, United Kingdom
                                                   RG12 1HB
                  ("Witness")                      ("Limited")
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                                    RECITALS

         Witness is engaged worldwide in the business of design, manufacturing,
licensing and distribution of computer software products, including its
flagship software program, Witness(R), and has developed substantial expertise,
know-how and technical information relating to such products, and is engaged in
continuing research and development to improve its products and agrees to make
such future products available to Limited; and

         Limited, a wholly owned subsidiary of Witness, has been established to
market, license, distribute maintain and support Witness software products in
the Territory (as defined below), and to provide training for their use (both
directly and through sublicensing distributors); and

         The parties have agreed that Witness will appoint Limited as a
distributor, localizer and reproducer of the Witness software products in the
Territory, subject to the terms and conditions of this Agreement with the
objective that Limited achieve an arms length return following a start up
period of operations.

         Now, therefore, in consideration of the foregoing recitals and the
representations and covenant set forth in this Agreement, the parties agree as
follows:

                                   SECTION 1

                                  DEFINITIONS

1.1      Documentation means the user manual for a particular Software
         Product(s), and any other written materials customarily supplied by
         Witness for use with such Software Product(s).
1.2      Effective Date means the first indicated above.
1.3      License means the then current form of license agreement supplied by
         Witness with the Software Product(s) setting forth the terms and
         conditions under which end user licensees are authorized to use the
         Software Product(s).
1.4      Localized Product(s) means, with respect to a particular Product(s),
         the version of that Product(s) translated or modified into a language
         or language version and/or modified to cause the software to conform
         or be more compatible with the rules and requirements of the specified
         languages, practices and business of a different business culture.
1.5      Reseller, means a business entity of any kind, contracting directly
         with Witness or appointed by Limited, to sell or resell licenses for
         Products and provide supplies and services to customers.
1.6      Product(s) means, collectively, the software product(s) (programs and
         data which are either proprietary to Witness or for which it has a
         license permitting sublicensing, in all cases limited to those items
         listed on the then current price list for International sales),
         documentation and License Agreement, and as generally used in this
         Agreement, includes Localized Product(s).


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1.7      Revenue means gross value of sales of Product(s) invoiced by Limited,
         exclusive of value added or sales taxes, and net of credits for
         returns.
1.8      Royalties means all amounts payable to Witness by Limited for the
         rights granted by Witness to Limited.
1.9      Territory means the country or countries, or parts thereof, listed on
         Exhibit A.
1.10     Trademark means the name "Witness" and such other names and logos that
         are used to identify a Product(s), including both those that are
         listed on Exhibit A and any others of which Witness informs Limited
         from time to time (whether registered or applied to be registered as a
         trademark or service mark, or unregistered).
1.11     Confidential Information means any and all trade secrets and
         confidential and proprietary information of Witness, and any other
         materials of any kind which are designated or marked by Witness as
         being confidential and proprietary materials of Witness.

                                   SECTION 2

                             LICENSE AND ROYALTIES

2.1      Appointment, Exclusivity
         Subject to the terms and conditions of this Agreement (including, but
         not limited to, the payment by Limited of Royalties described in
         section 2.3 below), Witness hereby grants to Limited and Limited
         hereby accepts, a non transferable, exclusive license to assemble,
         reproduce, market and distribute Product(s) (in object code form only)
         in the Territory, and grants Limited the right to enter into
         agreements with other responsible persons or entities as provided in
         Section 10 to, distribute and supply the Product(s) in the Territory
         during the term of this Agreement, subject to the then current Witness
         License.

2.2      Localization
         2.2.1 Further, with the approval of Witness, subject to its customary
         procedures, Limited shall have the right, at its sole cost, to
         translate and Product(s) into any languages Witness may authorize that
         are applicable to the Territory to create Localized Product(s), which
         Localized Product(s) may be reproduced and may be licensed, packaged,
         distributed and sublicensed by Limited subject to this Agreement.
         2.2.2 All right, title and interest in such Localized Product(s) shall
         at all times be retained by Witness and Witness has full rights to
         resell Localized Product(s). Limited hereby assigns, transfers, and
         grants to Witness any of Limited's right, title, or interest, existing
         now or acquired in the future by operation of law, in the copyrights,
         trade secrets, trademarks, and other intellectual property rights
         relating to the Localized Product(s) (including, without limitation,
         all manuals, packaging, and all related materials and Documentation).

2.3      For the rights granted herein, Limited shall pay Royalties to Witness
         in the amount of sixty percent (60%) of all Limited Revenues, in
         accordance with Section 5 herein. Notwithstanding the foregoing,
         following a start up period of operations, the royalty shall be
         adjusted not less than annually so the Limited shall achieve an arms
         length return, which the parties agree is reasonable compensation in
         respect to the risks of the Limited undertaken pursuant to this
         Agreement. The determination of the adjustment necessary to royalties
         (if any) will be made at the end of the fiscal year (December 31st)
         upon review of the final adjusted results of operations of Limited for
         the fiscal year then ended.

2.4      Witness Reserved Right
         2.4.1 Witness, on its own behalf and on behalf of its distributors,
         partners, or other resellers, specifically reserves the right to
         effect corporate-wide master agreements with multinational
         corporations whose corporate headquarters lie outside the Territory.
         In this event, such customers may elect to be supported locally by the
         Reseller or remotely by Witness. If remote support by Witness is
         requested by the customer, the customer will license with and remit
         payment directly to Witness, in which case Witness will not owe the
         Reseller any payments as a result of that customer's license.


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         2.4.2 Witness reserves the right to assign the nonexclusive right to
         market and license the Product(s) to hardware or software suppliers
         ("OEMs"). Any right to market and license granted to the OEM shall be
         limited to the Product(s) that execute on that OEM hardware or
         software. Providing Witness is not under a confidentiality
         restriction, Witness will provide Limited notice of such OEM.

2.5      Competing Product(s)
         Limited shall not during the term of this Agreement localize,
         duplicate, produce or distribute goods in the Territory which compete
         with the Product(s)


                                   SECTION 3

                             OBLIGATIONS OF LIMITED

3.1      Best Efforts
         Limited shall use its best and reasonable efforts to vigorously and
         aggressively promote the Product(s) in the Territory, and act in
         accordance with Witness policies as announced from time to time as
         they relate to Limited's obligations herein.

3.2      Marketing and Advertising
         3.2.1 Limited shall be required to employ full time at least one
         individual charged solely with the responsibility for the commercial
         success of the Product(s).
         3.2.2 Limited shall indemnify and hold Witness harmless from all
         losses, damages, liabilities, costs, and expenses incurred by Witness
         as a result of Limited using advertising or promotional materials.

3.3      Support
         3.3.1 From and after the Effective Date, Limited shall make reasonable
         efforts to support the Product(s). Limited will employ and train an
         adequate number of persons to market, distribute, and support the
         Products. Limited will follow Witness procedures and policies in
         connection with the support services to be provided to Sublicensees,
         including telephone support.
         3.3.2 Limited shall comply in all respects with Witness's reasonable
         directions on all aspects of support of the Product(s) in the
         Territory.
         3.3.3 In no circumstances will Witness be required to provide support
         in relation to the Product(s) in the Territory other than to Limited.

3.4      Warranty Work
         Limited shall, at its own cost and expense, provide all warranty
         service to end users in the Territory, and honor any rights given to
         end users under the standard Witness License Agreement.

3.5      Copying
         3.5.1 Except as specifically permitted by this Agreement, Limited
         shall not translate, modify, reproduce, copy, reverse engineer,
         disassemble or de-compile the Product(s) (or any part of them) without
         the express prior written permission of Witness.
         3.5.2 All copyrights and intellectual property rights in the
         Product(s), Localized Product(s), any derivative Product(s), and any
         improvements of the Product(s), shall be the property of Witness.

3.6      Governmental Approvals
         Limited, at its sole cost and expense, will take whatever action may
         be necessary to obtain any governmental approval or registration of
         this Agreement required at any time during this term of this Agreement
         (including, without limitation, any approval or registration required
         to give legal effect to this Agreement in the Territory or to comply
         with exchange regulations or other requirements so as to assure the
         right of remittance to Witness abroad of US dollars pursuant to
         Section 5 below), and shall keep Witness currently informed of
         Limited's efforts in this regard. Witness shall be under no obligation
         to ship Product(s) to Limited or to allow localization, or


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         duplication of Product(s) under this Agreement until Limited has
         provided Witness with satisfactory evidence that no such approval or
         registration is required or Limited has obtained all required
         approvals and registrations.

3.7      Inspection Rights
         Limited shall allow representatives of Witness on reasonable notice
         and during normal working hours, to examine Limited's place(s) of
         business, records of Revenue and Royalties for the purpose of
         verifying to the satisfaction of Witness that Limited is performing
         Limited's obligations under this Agreement. Limited's shall use its
         best efforts to procure rights allowing Witness on reasonable notice
         and during normal working hours, access to places of business where
         Products are licensed, for Witness to perform similar inspections.

3.8      Limited shall:
         3.8.1 Conduct business in a manner that reflects favorably at all
         times on the Product(s), good name, goodwill, and reputation of
         Witness;

         3.8.2 Avoid deceptive, misleading, or unethical practices that are or
         might be detrimental to Witness, the Product(s), Witness Resellers, or
         the public;

         3.8.3 Not publish or employ or cooperate in the publication or
         employment of any misleading or deceptive advertising materials;

         3.8.4 Not make representations, warranties, or guarantees to
         customers, the trade or other third parties with respect to the
         specifications, features, or capabilities of Product(s) that are
         inconsistent with or in addition to the literature distributed or
         approved by Witness (including all warranties and disclaimers
         contained in such literature);

         3.8.5 Comply with each provision of the international license attached
         as Exhibit B agreement that accompanies a Product;

         3.8.6 Provide each licensed end user with a then current Witness
         International License Agreement (current license set forth in Exhibit
         B) and a Bill of Sale which shall include: the customer's name,
         address, phone number, date of sale, and price of Product(s) sold;

         3.8.7 Assure that all of Witness's intellectual property marks are
         correctly included in all Witness Product(s) localized or duplicated
         by Limited, and in all marketing materials developed by Limited; and

         3.8.8 Immediately advise and copy Witness with any legal notices
         served on Limited that might affect Witness.

         3.8.9 Be responsible for the collection of all accounts receivable to
         Limited, and will maintain an adequate level of reserves for bad debts
         and returns in accordance with Witness accounting policies relating to
         the allowance for bad debts and returns.

3.9      Personnel
         Limited shall engage experienced personnel and will maintain adequate
         facilities in the performance of its obligations under this Agreement.


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                                   SECTION 4

                          ROYALTY PAYMENTS AND REPORTS

4.1      Payments
         4.1.1 Within sixty (60) days following the end of the quarter, Limited
         shall pay to Witness by wire transfer (see Exhibit A for bank
         information) the Section 2 Royalty payment resulting from the previous
         quarter.
         4.1.2 All Royalty payments shall be in US dollars converted from
         British pounds sterling at the exchange rate prevailing at the end of
         the quarter for which the Royalty is earned and recognized.
         4.1.3 Late payments shall bear interest at the rate of one and one
         half percent (1.5%) per month.

4.2      Reports
         Limited shall provide to Witness written sales and activity reports on
         a monthly basis, on or before the fifteenth day of each month, showing
         the Revenue on which the wired Royalty has been based and the
         conversion basis, and including a detailed description of: Product
         shipments, amounts billed, reports from Limited's distributors and
         Resellers, and complete end user information.

                                   SECTION 5

                              TERM AND TERMINATION

5.1      Term
         This Agreement shall commence on the Effective Date, and shall
         continue for five (5) years. However, if by the fifth anniversary of
         the Effective Date, this agreement has not been terminated, or
         extended by the parties, then this Agreement shall continue in effect
         until modified in writing by the parties, or terminated in accordance
         with this Section 5, or as may be otherwise provided herein. After the
         initial five (5) year period, either party may terminate this
         Agreement with six (6) months prior written notice.

5.2      Termination for Breach
         Witness may, at its option, terminate this Agreement by written notice
         to Limited if Limited fails to pay any amounts owed to Witness under
         this Agreement within forty-five (45) days of the due date thereof.

5.3      Termination for Breach/Insolvency
         5.3.1 Either party shall have the right without liability to the other
         to terminate this Agreement immediately upon sending written notice to
         the other in the event that the other shall:
                 5.3.1.1 be in breach of any material obligation on its part to
         be performed and shall have failed to remedy such breach within thirty
         (30) days from the date of a written notice specifying the breach and
         requiring its remedy; or
                 5.3.1.2 be adjudged insolvent or bankrupt, take or have taken
         against it any proceedings or action seeking relief, reorganization,
         or arrangement under any laws relating to insolvency, make or suffer
         any assignment for the benefit of creditors, suffer the appointment of
         any receiver, liquidation, or trustee of any of its property or
         assets, or suffer liquidation, dissolution, or winding up of its
         business or any analogous action taken on account of its financial
         position.

5.4      Termination by Witness
         5.4.1 Witness shall have the right without liability to Limited to
         terminate this Agreement immediately upon sending written notice to
         the Limited in the even that Limited:
                 5.4.1.1 In the sole opinion of Witness, fails to adequately
         market or distribute the Product(s) in the Territory in accordance
         with Section 3 of this Agreement, or in the sole opinion of Witness,
         to adequately fulfill each and every other obligation imposed by
         Section 3 of this Agreement;
                 5.4.1.2 Limited ceases to be a controlled subsidiary of
         Witness.


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         5.4.2 Any election by Witness to terminate this Agreement as provided
         for in this Section 5.4, or elsewhere in this Agreement, shall be
         deemed to be authorized by this Agreement, effective and enforceable
         unless made in bad faith.
         5.4.3 Further, and notwithstanding anything to the contrary, any sales
         or grant by Witness of rights to distribute Product(s) in the
         Territory, after an election to terminate this Agreement by Witness
         but before any determination is made as to whether such termination
         was made in bad faith, shall not constitute a breach of this Agreement
         and/or violations of any rights of Limited to distribute the
         Product(s).

5.5      Termination Without Cause
         Either party may terminate this Agreement without cause effective
         after the first five (5) year term, or thereafter, by sending written
         notice to the other at least sixty (60) days in advance of the final
         termination date, specifying the date on which this Agreement shall
         also terminate.

5.6      Consequences of Termination
         5.6.1 Upon termination of this Agreement however arising:
                5.6.1.1 All outstanding invoices owed by Limited to Witness
         shall become immediately due and payable;
                5.6.1.2 Limited shall, within ten (10) days, submit to Witness
         a written list of its inventory of the Product(s), and Witness shall
         have the right to repurchase from Limited all or such part as Witness
         shall stipulate of such inventory;
                5.6.1.3 Witness shall have the right by written notice to
         cancel all or any part of any unfulfilled order previously accepted by
         Witness; and, to the extent that Witness does not cancel any such
         order, this Agreement shall continue to apply to such order;
                5.6.1.4 Any provision of this Agreement expressly stated to
         survive or implied to survive, termination shall remain in full force
         and effect;
                5.6.1.5 Limited shall, within thirty (30) days of termination,
         return to Witness all Witness property in Limited's possession,
         (including, without limitation, all Witness business plans and
         customer/prospect lists and any Witness Confidential Information) and
         Limited shall remove, cancel, and/or cease to use the Trademarks, any
         signs, advertising or other materials referring either to Witness, or
         to Limited as a distributor of Witness Product(s);
                5.6.1.6 No rights of either party accrued as of the date of
         termination shall be adversely affected or prejudiced;
                5.6.1.7 No License to an end user customer shall be affected.
         Any licenses for the Product(s) and the Localized Product(s) purchased
         by Limited for internal use shall remain in effect subject to the
         terms and conditions of the then current Witness Standard License
         Agreement;
                5.6.1.8 Limited shall cease to provide sales and maintenance
         for the Product(s) and shall fully cooperate with Witness to ensure
         efficient hand over of all maintenance, sales and support arrangements
         in relation to the Product(s) to such person(s) or entities as Witness
         shall designate; and Limited shall terminate all Witness Reseller
         agreements with Limited as of termination date and the agreement
         between Limited and Resellers shall expressly provide for this;
                5.6.1.9 Limited agrees to assign all rights with respect to
         agreements in effect at the time to a successor subsidiary or to
         Witness, as designated by Witness in its sole discretion. All future
         Revenues shall be payable directly to the successor subsidiary or
         Witness.

5.7      No Damages for Termination or Expiration
         5.7.1 Neither Witness or Limited shall be liable to the other for
         damages of any kind, including incidental or consequential damages, on
         account of the termination or expiration of this Agreement in
         accordance with this Section 5.0. Limited waives any rights Limited
         may have to receive any compensation or reparations on termination or
         expiration of this Agreement. Limited and Witness acknowledge and
         agree that:
                5.7.1.1 Limited shall not have or acquire, by virtue of this
         Agreement or otherwise, any vested, proprietary, or other right in the
         promotion of the Product(s) or in any goodwill created by its efforts
         under this Agreement.


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                                   SECTION 6

                                 PRODUCT ORDERS

6.1      Order Mechanism
         For items relating to Product(s) that are not localized or duplicated
         or produced by Limited, Limited may submit orders to Witness. All
         orders for Product(s) shall be in writing and shall state the
         quantities of units ordered, requested delivery date, shipping
         instructions, and such other information as Witness shall require. All
         orders shall be subject to acceptance in writing by Witness and shall
         be subject to and governed by the provisions of this Agreement. In the
         event of any conflict between the provisions of this Agreement and the
         provisions of any order, this Agreement shall prevail (unless, and
         only to the extent that, Witness otherwise specifically agrees in
         writing as to a particular order).

6.2      Cancellation
         6.2.1 Witness reserves the right to cancel any orders accepted by
         Witness, or to refuse or delay shipment thereof, if Limited either:
                6.2.1.1 fails to make any payment as provided in this Agreement
         or otherwise agreed to by Witness and Limited; or
                6.2.1.2 otherwise fails to meet any of its material obligations
         under this Agreement.
         6.2.2 No such cancellation, refusal, or delay shall be deemed a
         termination or breach of this Agreement, except upon Witness's written
         election.

6.3      Order changes
         6.3.1 Limited is entitled to cancel any order, or any portion thereof,
         without penalty so long as the cancellation notice is received by
         Witness at least thirty (30) days prior to the requested shipment
         date. Limited is not entitled to cancel any order, or portion thereof,
         within thirty (30) days of the requested shipment date unless Witness
         agrees to such cancellation in writing.
         6.3.2 Limited may delay shipment under any order, no more than once
         per order, upon written notice to Witness, received by Witness at
         least thirty (30) days prior to the requested shipment date, provided
         that such delay does not exceed thirty (30) days. Orders under which
         shipments have been delayed may not be canceled. Delays not in
         accordance with the foregoing will be treated as cancellations.

6.4      Taxes, Imposts, Duties
         6.4.1 All payments required under any order (or otherwise under this
         Agreement) are exclusive of taxes, assessments, customs, imposts Value
         Added Tax and duties of whatever nature and howsoever arising
         (collectively "Tax" or "Taxes"), and Limited shall bear and be
         responsible for the payment of all such Taxes (excepting only any tax
         based solely upon Witness's income).
         6.4.2 When any Tax is required to be paid by Witness the full amount
         thereof, including any interest and penalties, will be billed to
         Limited separately, whether or not this Agreement is then in effect,
         and shall be promptly paid by Limited including any interest or
         penalties, directly to the appropriate authority.

                                   SECTION 7

                           MANUFACTURING REQUIREMENTS

7.1      Master Disks and Documentation
         7.1.1 For items relating to Product(s) that are localized or
         duplicated by Limited, Witness will provide Limited with one (1)
         master disk for Witness Software Product(s) and Documentation.
         7.1.2 Limited agrees that each Software Product/Localized Product it
         duplicates shall be subject to the then current Witness International
         License Agreement attached as Exhibit B to this Agreement,
         appropriately translated, with a copy provided by Limited to each end
         user.
         7.1.3 For each Software Product/Localized Product produced, Limited
         will order a book box, a package sleeve and the documentation
         (collectively referred to as "Production Materials") from


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         Witness. Limited may order Production Materials from Witness in bulk
         and at Witness's cost to obtain Production Materials.
         7.1.4 At the time of shipment of the Production Materials, Witness
         will invoice Limited, for the cost of the Production Materials and
         shipping in U.S. dollars. Limited agrees to remit payment to Witness
         in U.S. dollars within thirty (30) days of the date of invoice.
         7.1.5 Limited will, at its sole cost, assemble the Software
         Product(s)/Localized Product(s) to include, but not be limited to, the
         software media, a book box, a package sleeve, and the documentation,
         and ship to its customers. Witness reserves the right to add
         additional information or documents to the Software
         Product(s)/Localized Product(s) package at its discretion and its
         cost.
         7.1.6 Witness may purchase any Localized Product from Limited at cost.

                                   SECTION 8

         WARRANTY DISCLAIMER, INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1      DISCLAIMER OF WARRANTY
         EXCEPT AS EXPRESSLY SET FORTH IN THE LICENSE, NEITHER WITNESS NOR ANY
         OF ITS SUBSIDIARIES NOR ASSOCIATED COMPANIES, MAKE OR GRANT ANY
         CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
         GOODS, PRODUCTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT OR
         OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR
         CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
         LIMITED AGREES AND ACKNOWLEDGES THAT WITNESS IS NOT RESPONSIBLE OR
         LIABLE FOR THE QUALITY AND PERFORMANCE OF THE THIRD PARTY SOFTWARE,
         AND THAT ANY WARRANTIES OR REPRESENTATIONS RELATING THERETO MAY BE
         MADE SOLELY BY THE OWNER OF THE THIRD PARTY SOFTWARE.

8.2      Limited has no authority, express or implied, to make any warranties,
         representations or disclosure, nor to authorize any of its customers
         or agents to make any warranties, representations, or disclosures,
         beyond those provided by Witness in the License.

8.3      Indemnification
         Witness agrees to indemnify, defend and/hold harmless at its own
         expense any claim or action against Limited for actual or alleged
         infringement of any U.S. patent, copyright or similar property right
         under enforceable in the U.S. (including, but not limited to,
         misappropriation of trade secrets) based upon use of the Witness
         Software or any other material furnished hereunder by Witness;
         provided (i) Witness shall have the sole right to conduct the defense
         of any such claim or action and all negotiations for its settlement or
         compromise, and (ii) Limited shall give Witness prompt written notice
         of any threat, warning or notice of any such claim or action against
         Limited, which could have an adverse impact on Limited.

8.4      LIMITED LIABILITY
         WITNESS LIABILITY FOR ANY BREACH OF WARRANTY ON ANY PRODUCT(S) SHALL
         BE LIMITED TO ITS OBLIGATIONS UNDER THE LICENSE FOR SUCH PRODUCT(S),
         WHICH IN NO EVENT SHALL EXCEED THE ACTUAL AMOUNTS PAID BY LIMITED FOR
         SUCH PRODUCT(S) AND SHALL IN NO EVENT INCLUDE INCIDENTAL OR
         CONSEQUENTIAL DAMAGES OF ANY KIND.

         IN NO EVENT SHALL WITNESS BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
         SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF
         THIS AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING, OF LIMITED'S
         OR ANY THIRD PARTY'S USE OF PRODUCT(S) LICENSED HEREUNDER. THE
         PROVISIONS OF THIS SECTION HAVE BEEN INCLUDED AS A MATERIAL


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         INDUCEMENT FOR WITNESS TO ENTER INTO THIS AGREEMENT, AND WITNESS WOULD
         NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS ON
         LIABILITY SET FORTH.

                                   SECTION 9

                    TRADEMARKS AND CONFIDENTIAL INFORMATION

9.1      Exclusive Witness Rights
         Limited acknowledges the exclusive right of Witness in and to all of
         the Trademarks and all of the copyrights, trade secrets, and other
         intellectual property and proprietary rights in the Product(s) and all
         other material covered by this Agreement. Witness hereby grants
         Limited a non-exclusive license to use the Trademarks, subject to the
         terms and conditions set forth in this Agreement, solely for the
         purpose of the supply and distribution of the Product(s) pursuant to
         this Agreement.

9.2      Prior Approval
         Limited shall provide to Witness copies of all Limited created
         materials containing any Witness intellectual property marks, and will
         immediately cease production of any material which, in Witness's sole
         opinion, is inappropriate to Witness's image and status.

9.3      Manner of Use
         Whenever Limited is permitted to incorporate Witness Trademark in any
         written material, Limited shall correctly attribute the Trademark by
         use of an asterisk and a footnote reading "Trademark of Witness
         Systems, Inc., Alpharetta, Georgia, U.S.A." or, if registered, then
         "Registered Trademark" of Witness Systems, Inc., Alpharetta, Georgia,
         U.S.A."

9.4      Restriction on Use of Other Marks
         Limited may not use any trademarks or service marks on the Product(s)
         other than those trademarks and service marks that are designated by
         Witness.

9.5      License Limitation
         No right or license under any intellectual property or other
         proprietary right of Witness is granted by, or is to be inferred from,
         any provision in this Agreement except as expressly provided herein.

9.6      Confidentiality
         9.6.1 Limited agrees to keep secret and not to disclose any
         confidential or proprietary information of Witness (including, without
         limitation, the terms of this Agreement) acquired hereunder or in
         connection herewith except as authorized in writing by Witness and
         shall keep and shall require its officers, directors and employees to
         keep confidential such information. The obligation herein to keep such
         information confidential shall continue in effect after as well as
         before the expiration or termination of this Agreement and unless and
         until the information concerned becomes publicly available freely.
         9.6.2 Immediately, upon any termination of this Agreement, Limited
         shall surrender to Witness, or certify destruction of, all of
         Witness's confidential or proprietary material.

                                   SECTION 10

                        APPOINTMENT OF WITNESS RESELLERS

10.1     Limited may appoint Resellers within the Territory, provided that any
         agreement between Limited and a Reseller must contain substantially
         the same terms and conditions as the then current Reseller Agreements
         as approved by Witness, may not conflict in any manner with this
         Agreement, and may not permit appointments of other Resellers.


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10.2     In all cases, such agreements shall be terminated upon termination of
         this Agreement with Witness, except that such Resellers shall have the
         option of entering into direct distribution agreements with Witness.


                                   SECTION 11

                            MISCELLANEOUS PROVISIONS

11.1     Force Majeure
         If the performance of any part of this Agreement (excepting only
         Limited's obligation to make payments to Witness), or any order issued
         under this Agreement, shall be interfered with for any length of time
         by governmental restriction, war, civil commotion, riot, strike, lock
         out, shortage of labor or materials, acts of God (such as typhoon,
         flood or fire), or any other similar cause which is beyond the control
         of the parties, then neither party shall be responsible for delay or
         failure of performance of this Agreement or any such order for the
         length of time occasioned thereby. If such failure shall continue for a
         period of more than three (3) months, either party shall have the
         right forthwith to terminate this Agreement or any such order on
         written notice to the other party.

11.2     Pricing, Licensing of Software and Documentation
         Limited shall set the prices charged by Limited for the Product(s)
         sublicensed by Limited. Limited shall provide Witness with a copy of
         its most current license fee schedules for the Product(s), in the
         accepted currency of the Territory at least ninety (90) days prior to
         the effective date of the new license-fee schedules.

11.3     Waiver
         The failure of either party to enforce any of the provisions of this
         Agreement or to exercise any right hereunder shall not constitute a
         waiver of the same or prejudice the right of the waiving party to
         enforce the same thereafter.

11.4     Notices
         All notices required or permitted under this Agreement shall be in
         writing and shall be deemed to have been given upon personal delivery
         or sending by telex (followed by hard copy), or by registered,
         certified or express mail, to the parties at the following addresses
         (or, with respect to any party, such other address as may hereafter be
         specified by such party by like notice).

<TABLE>
<CAPTION>
               If to Witness:                                   If to Limited:
               --------------                                   --------------

               <S>                                     <C>
               1105 Sanctuary Parkway                  Eagle House
               Alpharetta, Georgia USA 30004           The Ring
               FAX: (770-754-1889)                     Bracknell
                                                       Berkshire, United Kingdom
                                                       RG12 1HB
                                                       FAX:
                                                           --------------------
               ATTN:  CHIEF FINANCIAL OFFICER          ATTN: VP, INTERNATIONAL OPERATIONS
</TABLE>

11.5     Governing Law and Jurisdiction
         11.5.1 This Agreement is to be performed and construed in all respects
         pursuant to the substantive laws of the State of Georgia and of the
         United States, as applicable.
         11.5.2 The parties hereby submit to the exclusive jurisdiction of any
         of the following courts: (i) the United States District court for the
         Northern District of Georgia; (ii) Superior Court of Fulton County,
         Georgia; and (iii) State Court of Fulton County, Georgia, for the
         determination of any controversy arising under or in connection with
         this Agreement. The parties agree that the United Nations Convention
         on Contracts for the International Sale of Goods shall not apply in
         any respect to this Agreement or the parties hereto.


                                      10
<PAGE>   11

11.6     Assignment
         Limited shall not assign this Agreement nor any rights hereunder to
         any third party without the prior written consent of Witness, which
         Witness shall have no obligation to give, and any attempted assignment
         of this Agreement in contravention of this provision shall be void and
         of no effect. There shall be no prohibition or restriction on
         Witness's ability to assign this Agreement or any rights hereunder in
         whole or in part. Subject to the foregoing, this Agreement shall bind
         and inure to the benefit of Witness and Limited and their respective
         successors and assigns.

11.7     Severability
         If any portion of this Agreement is held to be invalid, void, or
         unenforceable for any reason, the remaining provisions of this
         Agreement shall be given full force and effect, as though the invalid,
         void or unenforceable provisions had never been contained herein;
         provided however, if the invalid portion can be reformed by a court of
         competent jurisdiction, it shall be so reformed, and enforced to the
         maximum extent permitted by law.

11.8     Headings
         The headings in this Agreement are for purposes of convenience only,
         and they are not intended to be a material party of the Agreement,
         and, in the event of any conflict between headings, the text and any
         exhibits attached thereto, the order of preference shall be text,
         exhibit and headings.

11.9     All communications with Witness, oral or written, shall be in English.

11.10    Entire Agreement, Modification
         This Agreement, including all Exhibits, constitutes the entire
         agreement of Witness and Limited with respect to the subject matter
         hereof and supersedes all previous agreements, negotiations, and
         commitments with respect thereto. This Agreement shall not be changed
         or modified in any manner, except by mutual consent in writing of
         subsequent date signed by duly authorized representatives of each
         party to this Agreement.

11.11    Attachments
         The following Exhibits are appended to and incorporated as part of
         this Master Agreement.
<TABLE>
                  <S>               <C>
                  Exhibit A         Products, Territory, Trademarks
                  Exhibit B         Witness Systems, Inc. current International License Agreement
</TABLE>


         Executed on each party, by its duly authorized representative, with
         all necessary approvals, on the dates set forth below, and effective
         as of the date first set forth above.


<TABLE>
         <S>                                    <C>
         WITNESS SYSTEMS, INC.                  WITNESS SYSTEMS, LIMITED

         BY:/s/ Jon Ezrine                      BY: /s/ Colin Gallick
            ------------------------                -------------------------

         Name:Jon Ezrine                        Name: Colin Gallick
              ----------------------                  -----------------------

         Title:CFO                              Title: VP
               ---------------------                   ----------------------

         Date:12/31/99                          Date: 12/31/99
              ----------------------                  -----------------------
</TABLE>


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