<PAGE>

                                                                    EXHIBIT 10.7

                          MARKETFIRST SOFTWARE, INC.

                          SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered as of
January 1, 2000, (the "Effective Date"), by and between MarketFirst Software,
Inc., a Delaware corporation having its principal place of business at: 485
Clyde Avenue, Mountain View, CA 94043 ("MarketFirst"), and SAP AG Inc., a German
corporation having its principal place of business at Neurottstr. 16, 69190
Walldorf, Germany ("Customer").

The Parties hereto agree as follows:

1.  Definitions

    1.1  "Commencement Date" shall mean the date on which the Programs are
         delivered by MarketFirst to Customer, or if no delivery is necessary,
         the effective date set forth on the Order Form.

    1.2  "Designated System" or "Designated Systems" shall mean the computer
         hardware and operating system(s) designated on the Order Form.

    1.3  "Price List" shall mean MarketFirst's applicable standard commercial
         fee schedule that is in effect when a Program License or any other
         product or service is ordered by Customer.

    1.4  "Program" or "Programs" shall mean the computer software in object
         code form owned or distributed by MarketFirst for which Customer is
         granted a Program License pursuant to this Agreement; the media upon
         which such software is delivered to Customer; the guides and manuals
         for use of such software ("Documentation"); and Updates.

    1.5  "Program License" shall mean the license granted Customer under
         Section 2.

    1.6  "Server Programs" shall mean those portions of the Programs that
         reside and operate on the Designated System.

    1.7  "Services" shall mean Installation Services, Training Services, and
         Support Services, as each of those terms are defined in Section 3.

    1.8  "Supported Program License" shall mean a Program License for which
         Customer has paid Support Services for the relevant time period in
         accordance with Section 3 below.

    1.9  "Update" shall mean a subsequent release of the Program which is
         generally made available for Supported Program Licenses at no
         additional charge other than media and handling charges, which consists
         of minor technical or functional additions or modifications to the
         Programs, and which are identified by new digits to the right of the
         decimal point (e.g., version 1.1 as an Update to version 1.0). Updates
         shall not include any release, option or future product which
         MarketFirst licenses separately, or any upgrade in features,
         functionality or performance of the Program which MarketFirst licenses
         separately.

    1.10 "Upgrade" shall mean a subsequent release of the Program which is made
         generally available for certain Supported Program Licenses obtaining
         Premium Maintenance from MarketFirst (as described in Exhibit A), at no
         additional charge other than media and handling charges, which consists
         of significant technical or functional additions or modifications to
         the Programs, and which are identified by new digits to the left of the
         decimal point (e.g., version 2.0 as an Upgrade
<PAGE>

         to version 1.5). For any licensees not purchasing Premium Maintenance,
         MarketFirst may license Upgrades separately. For purposes of this
         Agreement, neither Updates nor Upgrades shall include software
         templates created by MarketFirst known as "MarketFirst Blueprints".

    1.11 "User" or "Users" shall mean an individual or individuals authorized by
         Customer to use the Programs. The maximum number of Users that may use
         the User Programs or access the Server Programs consistent with the
         terms of licenses granted herein is specified on the Order Form.

    1.12 "Simultaneous Programs" shall mean an encapsulation of an associated
         set of documents and actions represented as a unique marketing program
         within the MarketFirst Program Manager.

    1.13 "User Programs" shall mean those portions of the Programs that reside
         and operate on User Systems.

    1.14 "User System" shall mean the computer hardware and operating systems
         operated by Users in the course of their employment with Customer.

2.  Program License

    2.1  Order of Programs. The terms of this Agreement shall apply to each
         Program License granted to Customer and to all services provided by
         MarketFirst under this Agreement. When completed by the parties, the
         Order Form(s) attached as Exhibit A to this Agreement shall evidence
                                   ---------
         the Programs ordered by Customer, the Program Licenses granted and the
         services to be provided to Customer hereunder. The terms and conditions
         set forth in this Agreement shall control in the event that there are
         different or additional terms or conditions set forth in an Order Form
         or in any other purchase order form submitted by Customer or acceptance
         or confirmation form issued by MarketFirst.

    2.2  Rights Granted

         2.2.1  Subject to the terms and conditions of this Agreement,
                MarketFirst hereby grants to Customer a nontransferable,
                nonexclusive license (the "Program License") to use the Programs
                that Customer orders on a completed Order Form and Market First
                provides to Customer under this Agreement, as follows:

                2.2.1.1  To use the Server Programs solely for Customer's own
                         internal data processing operations, which use may be
                         in conjunction with other software programs, on the
                         Designated Systems or on a backup system if one or more
                         of the Designated Systems are inoperative, up to any
                         applicable maximum number of designated Users as set
                         forth in the Order Form; to use the User Programs
                         solely for Customer's own internal data processing
                         operations for and by up to the number of Users
                         indicated on the Order Form, provided, however, that
                         Customer may not relicense, sell, loan, rent, or
                         otherwise distribute the Programs or use the Programs
                         for third-party training, commercial time-sharing,
                         rental or service bureau use;

                2.2.1.2  To use the copies of Documentation provided with the
                         Programs in support of Customer's authorized use of the
                         Programs; to reproduce Documentation, up to the number
                         of Users licensed, at no additional charge to Customer;
                         provided that all titles, trademarks, and copyright and
                         restricted rights notices shall be reproduced in all
                         such copies.

                2.2.1.3  To copy the Programs for archival or backup purposes
                         only; provided that no other copies shall be made
                         without MarketFirst's prior written consent; all

                                       2
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                         titles, trademarks, and copyright and restricted rights
                         notices shall be reproduced in all such copies; all
                         archival and backup copies of the Programs shall be
                         subject to the terms of this Agreement.

         2.2.2  Customer shall not cause, permit, or attempt the reverse
                engineering, disassembly or decompilation of the Programs.

         2.2.3  MarketFirst shall retain all title, copyright and other
                proprietary rights in and to the Programs. Customer does not
                acquire any rights, express or implied, in the Programs, other
                than those specified in this Agreement. In the event that
                Customer makes suggestions to MarketFirst regarding new
                features, functionality or performance that MarketFirst adopts
                for the Programs, such new features, functionality or
                performance shall become the sole and exclusive property of
                MarketFirst, free from any restriction imposed upon MarketFirst
                by the provisions of Section 7.1.

         2.2.4  As an accommodation to Customer, MarketFirst may supply Customer
                with pre-production releases of Programs (which may be labeled
                "Alpha" or "Beta"). Customer acknowledges that these products
                are not suitable for general use.

    2.3  Transfer and Assignment

         2.3.1  Customer may transfer a Program License within its organization
                to another computer hardware and/or operating system (the
                "Subsequent Designated System(s)") generally supported by
                MarketFirst, upon notice to MarketFirst and so long as the total
                number of Designated Systems does not exceed the maximum number
                specified in the Order Form (Exhibit A); MarketFirst, in the
                case of such a transfer, agrees to provide SAP, at no additional
                cost, any conversion tools as may be available, and the same
                support and maintenance services for the Subsequent Designated
                Systems as was provided for the initial designated systems.

         2.3.2  Neither this Agreement nor any rights granted hereunder, nor the
                use of any of the Programs, may be sold, leased, assigned, or
                otherwise transferred, in whole or in part, by Customer;
                provided, however, that Customer may assign this Agreement in
                connection with a merger, acquisition or sale of all or
                substantially all of its assets unless the acquiring entity is a
                direct competitor of MarketFirst. Any attempted assignment will
                be void and of no effect unless permitted by the foregoing.

    2.4  Verification. At MarketFirst's written request, not more frequently
         than annually, Customer shall furnish MarketFirst with a certificate
         executed by an officer of Customer (a) verifying that the Programs are
         being used pursuant to the provisions of this Agreement, including any
         User and other limitations; and (b) listing the locations, types and
         serial numbers of the Designated Systems on which the Programs are run.
         At its expense and upon reasonable prior notice to Customer and not
         more frequently than annually, MarketFirst may audit Customer's use of
         the Programs. Any such audit shall be conducted during regular business
         hours at Customer's facilities and shall not unreasonably interfere
         with Customer's business activities. If an audit reveals that Customer
         has underpaid fees to MarketFirst as a result of unauthorized use or
         copying of the Programs, Customer shall be invoiced for such underpaid
         fees based on the Price List in effect at the time the audit is
         completed plus interest thereon at the prevailing U.S. dollar prime
         rate from the initial date of the unauthorized use. If the amount of
         the underpayment exceeds 5% of the license fees paid, then Customer
         shall also pay MarketFirst's reasonable costs of conducting the audit.

                                       3
<PAGE>

3.   Services

     3.1  Installation /Risk of Loss.  If ordered by Customer on the Order Form,
          MarketFirst shall deliver the Programs and related Documentation to
          Customer, and install the Programs on  the Designated System(s) and
          provide configuration assistance for the Programs as reasonably
          requested by Customer for up to the number of person-days set forth in
          Exhibit A ("Installation Services") at a time mutually agreed to by
          the parties, subject to availability of the Designated System(s) and
          fulfillment of Customer's obligations under this Section 3.1.
          Customer will be solely responsible for completing all tasks that are
          required to prepare Customer's site and equipment for the performance
          of such services by MarketFirst, including without limitation all
          items identified on MarketFirst's Site Preparation Checklist, the
          terms of which are incorporated into this Agreement by reference.
          Customer is responsible for any loss, damage or destruction to the
          Programs upon successful implementation by MarketFirst; provided,
          however, that MarketFirst shall bear the risk of loss, damage or
          destruction to the Programs at the time that the Programs is in
          MarketFirst's possession or as a result of MarketFirst's work with the
          Programs. Replacement of lost or damaged Programs shall be at the cost
          and expense of the party bearing the risk of loss at the time of the
          loss or damage.

     3.2  Training.  If ordered by Customer on the Order Form, MarketFirst will
          provide training in the functions and use of the Programs ("Training
          Services").  Training Services will be conducted for up to the number
          of days listed in Exhibit A and will be conducted at MarketFirst's
          offices unless the parties otherwise agree.  For training conducted at
          Customer's facilities, Customer agrees to make available space and
          facilities to accommodate up to ten (10) people.  Additional training
          may be provided by MarketFirst at MarketFirst's then-current rates.

     3.3  Software Maintenance Support Services. If ordered by Customer on the
          Order Form, MarketFirst will provide Support Services for the Programs
          under the terms and conditions attached hereto as Exhibit B ("Support
                                                            ---------
          Services"), subject to the payment by Customer of the applicable fees.
          MarketFirst reserves the right to modify its Support Services Policies
          in its reasonable discretion upon notice to Customer.

     3.4  Travel Expenses: SAP shall be obligated to make payments for travel
          expenses arising out of any services performed by MarketFirst
          personnel under this Agreement, only if such travel has been incurred
          in accordance with SAP's travel policy (Incorporated into this
          agreement as Exhibit C) as amended from time to time.

4.   Term and Termination

     4.1  Term.  Each Program License granted under this Agreement shall remain
          in effect perpetually unless the license or this Agreement is
          terminated as provided in this Section 4.

     4.2  Termination.  Either party may terminate this Agreement or any license
          upon written notice if one party materially breaches this Agreement
          and (if capable of cure) fails to correct the breach within 30 days
          following written notice from the other specifying the breach.

     4.3  Effect of Termination.  Termination of this Agreement or any license
          shall not limit either party from pursuing other remedies available to
          it, including injunctive relief, nor shall such termination relieve
          Customer of its obligation to pay all fees that have accrued or are
          otherwise owed by Customer under any Order Form, provided, however,
          that Customer may terminate this Agreement in its sole discretion at
          any time until March 30, 2000 without any License fees  due to
          MarketFirst. Customer agrees to pay for all Consulting Services
          performed through the date of

                                       4
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          termination and any related expenses. The parties' rights and
          obligations under Sections 2.2.3, 2.5, 3, 4, 5.1, 6 and 7 shall
          survive termination of this Agreement.

     4.4  Handling of Programs Upon Termination.  If a license granted under
          this Agreement expires or otherwise terminates, Customer shall (a)
          cease using the Programs, and (b) certify to MarketFirst within one
          month after expiration or termination that Customer has destroyed or
          has returned to MarketFirst the Programs and all copies.  This
          requirement applies to copies in all forms, partial and complete, in
          all types of media and computer memory, and whether or not modified or
          merged into other materials.  Before returning Programs to
          MarketFirst, Customer shall acquire a Return Material Authorization
          ("RMA") number from Market First.

5.   Replacement, Limited Warranties, Exclusive Remedies

     5.1  Patent and Copyright Indemnity.  MarketFirst shall indemnify, defend
          and hold Customer harmless from and against any claims that the
          Programs infringe any  patent or copyright or misappropriate a trade
          secret; provided that MarketFirst is given prompt notice of such claim
          and is given information, reasonable assistance, and sole authority to
          defend or settle the claim.  In the defense or settlement of the
          claim, MarketFirst may obtain for Customer the right to continue using
          the Programs, replace or modify the Programs so that it becomes
          noninfringing, provided that any such settlement shall not adversely
          affect Customer's use of the Programs.  MarketFirst shall have no
          liability if the alleged infringement is based on (a) a modification
          of the Programs by anyone other than MarketFirst; (b) the use of the
          Programs on other than the Designated Systems or User Systems; (c) the
          use of the Programs other than in accordance with the Documentation;
          or (d) the use of the Programs after notice of the alleged or actual
          infringement, from MarketFirst or any appropriate authority.

          Customer agrees to defend, indemnify and hold MarketFirst harmless
          from and against any and all claims, suits, proceedings, losses,
          liabilities, damages, costs and expenses, including reasonable
          attorney's fees ("Losses") made against MarketFirst by third parties
          alleging personal or property damage as a result of Customer's use of
          the Programs, as long as such proceedings are not based on third-party
          claims of intellectual property infringement by the Programs.

     5.2  Limited Warranties and Disclaimers

          5.2.1  Limited Program Warranty. MarketFirst warrants that for a
                 period of one year from the Commencement Date, each unmodified
                 Program will perform in all material respects the functions
                 described in the Documentation. Further, MarketFirst warrants
                 that for a period of one year after the Commencement Date, each
                 unmodified Program will be Year 2000 Complaint, provided that
                 all third party products that exchange data with the Program do
                 so properly and accurately and in a form and format compatible
                 with the Program. For purposes of this Agreement, "Year 2000
                 Compliant" means that the Program, when used in accordance with
                 the Documentation and when processing data containing dates in
                 the year 2000 and in any preceding and following years,
                 including leap years, will (i) initiate and operate, (ii)
                 correctly store, represent and process dates, and (iii) not
                 cause or result in an abnormal termination or ending.

          5.2.2  Limited Media Warranty. MarketFirst warrants that the tapes,
                 diskettes or other media upon which Programs are delivered to
                 Customer will be free of defects in materials and workmanship
                 under normal use for six months from the Commencement Date.

          5.2.3  Limited Services Warranty. MarketFirst warrants that any
                 Services performed by MarketFirst under this Agreement will be
                 performed in a manner consistent with generally accepted
                 industry standards. This warranty shall be valid for six months
                 from performance of service.

                                       5
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          5.2.4  Disclaimers. MarketFirst does not warrant that the Programs
                 will meet Customer's requirements, that the Programs will
                 operate in the combinations which Customer may select for use,
                 that the operation of the Programs will be uninterrupted or
                 error-free, or that all Program errors will be corrected. PRE-
                 PRODUCTION RELEASES OF PROGRAMS AND COMPUTER BASED TRAINING
                 PRODUCTS ARE DISTRIBUTED "AS IS". THE WARRANTIES ABOVE ARE
                 EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS
                 OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
                 OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     5.3  Exclusive Remedies.  For any breach of the warranties contained in
          this Section 5, Customer's exclusive remedy and MarketFirst's entire
          liability shall be:

          5.3.1  For Programs. The correction of Program errors that cause
                 breach of this warranty, or if MarketFirst is unable to make
                 the Program operate as warranted, Customer shall be entitled,
                 at its discretion, to either recover the license fees paid to
                 MarketFirst, in which case Customer shall immediately hand back
                 to MarketFirst all deliverables under this Agreement, or claim
                 a reduction of license fees for the pro-rata functionality of
                 the Program which has been lost, amortized over a two (2) year
                 period since the Commencement Date, in which case Customer
                 shall remain entitled to use the Programs.

          5.3.2  For Media. The replacement of defective media returned within
                 ninety (90) days of the applicable Commencement Date. Before
                 returning defective media to MarketFirst, Customer shall
                 acquire an RMA number from MarketFirst.

          5.3.3  For Services. If MarketFirst is unable to perform the Services
                 as warranted, MarketFirst shall re-perform the Services and, if
                 MarketFirst is unable to provide Services that comply with the
                 applicable warranty, Customer shall be entitled to recover the
                 fees paid to MarketFirst for the unsatisfactory Services.

6.   Payment

     6.1  Invoicing and Payment.  License fees shall be invoiced on March 31,
          2000 and payable 30 days from invoice date.  Service Bundles are
          billed and payable in advance.  Support Services fees shall be payable
          in accordance with the terms of Exhibit B hereto.  All other
                                          ---------
          applicable fees shall be payable thirty (30) days from the invoice
          date, and shall be deemed overdue if they remain unpaid thereafter.
          Any amounts payable by Customer hereunder which remain unpaid after
          the due date shall be subject to a late charge equal to  2% above the
          base interest rate as adjusted by the European Central Bank from time
          to time from the due date until such amount is paid.  Customer agrees
          to pay applicable media and shipping charges.

     6.2  Other Expenses.  Customer agrees to pay all reasonable out-of-pocket
          expenses incurred by MarketFirst in performing the Services, including
          airfare, hotel, and meals, for MarketFirst personnel performing
          Services at Customer's site.

     6.3  Taxes.  The fees listed in this Agreement do not include taxes; if
          MarketFirst is required to pay sales, use, property, value-added or
          other taxes based on the licenses or services granted in this
          Agreement or on Customer's use of Programs or services, then such
          taxes shall be billed to and paid by Customer.  This Section shall not
          apply to taxes based on MarketFirst's income.

7.   General Terms

     7.1  Nondisclosure.  By virtue of this Agreement, the parties may have
          access to information that is confidential to one another
          ("Confidential Information").  Confidential Information shall include

                                       6
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          but not be limited to the Programs, source code, algorithms, formulas,
          methods, know-how, processes, designs, new products, developmental
          work, marketing requirements, marketing plans, customer names,
          prospective customer names, the terms and pricing under this
          Agreement, and all information clearly identified in writing at the
          time of disclosure as confidential.


          A party's Confidential Information shall not include information that
          (a) is or becomes a part of the public domain through no act or
          omission of the other party; (b) was in the other party's lawful
          possession prior to the disclosure and had not been obtained by the
          other party either directly or indirectly from the disclosing party;
          (c) is lawfully disclosed to the other party by a third party without
          restriction on disclosure; or (d) is independently developed by the
          other party. Customer shall not disclose the results of any
          performance tests of the Programs to any third party without
          MarketFirst's prior written approval.

          The parties agree to hold each other's Confidential Information in
          confidence during the term of this Agreement and for a period of five
          years after termination of this Agreement.  The parties agree, unless
          required by law, not to make each other's Confidential Information
          available in any form to any third party or to use each other's
          Confidential Information for any purpose other than the implementation
          of this Agreement.  Each party agrees to take all reasonable steps to
          ensure that Confidential Information is not disclosed or distributed
          by its employees or agents in violation of the terms of this
          Agreement. MarketFirst recognizes that Customer has the right to
          independently develop or acquire software that would compete with the
          Programs without use of the Confidential Information disclosed by
          MarketFirst hereunder.

     7.2  Limitation of Liability.  EXCEPT FOR THE PARTIES`LIABILITY UNDER
          SECTION 5.1 (INFRINGEMENT INDEMNITY) IN NO EVENT SHALL EITHER PARTY BE
          LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
          INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE,
          DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN
          AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN
          ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MarketFirst's liability
          for damages hereunder shall, except in cases of willful  misconduct or
          in cases of infringement claims,, in no event exceed the amount of
          fees paid by Customer under this Agreement, and if such damages result
          from Customer's use of the Program or services, such liability shall
          be limited to fees paid for the relevant Program or services giving
          rise to the liability.  The provisions of this Agreement allocate the
          risks between MarketFirst and Customer.  MarketFirst's pricing
          reflects this allocation of risk and the limitation of liability
          specified herein.

     7.3  Governing Law.  This Agreement and all matters arising out of or
          relating to this Agreement, shall be governed by the laws of the State
          of New York, excluding its conflict of law provisions.

     7.4  Jurisdiction.  Any legal action or proceeding relating to this
          Agreement shall be instituted in a state court in New York, NY, or in
          a federal court in the State of New York.  MarketFirst and Customer
          agree to submit to the jurisdiction of, and agree that venue is proper
          in, these courts in any such legal action or proceeding.  The
          prevailing party shall be entitled to reasonable attorney fees and
          expenses.  - - Software will be physically installed in Germany - NY
          is a fair compromise

     7.5  Notices.  All notices, including notices of address change, required
          to be sent hereunder shall be in writing and shall be deemed to have
          been given upon the date sent by confirmed facsimile or three (3) days
          following the date such notice was mailed by first class mail, to the
          addresses first set forth above.  To expedite order processing,
          Customer agrees that MarketFirst may treat documents faxed by Customer
          to MarketFirst as original documents; nevertheless, either party may
          require the other to exchange original signed documents.

                                       7
<PAGE>

     7.6  Severability.  In the event any provision of this Agreement is held to
          be invalid or unenforceable, the remaining provisions of this
          Agreement will remain in full force.

     7.7  Waiver.  The waiver by either party of any default or breach of this
          Agreement shall not constitute a waiver of any other or subsequent
          default or breach.  Except for actions for nonpayment or breach of
          MarketFirst's proprietary rights in the Programs, no action,
          regardless of form, arising out of this Agreement may be brought by
          either party more than one year after the cause of action has accrued.

     7.8  Export Administration.  Customer agrees to comply fully with all
          relevant export laws and regulations of the United States ("Export
          Laws") to ensure that neither the Programs nor any direct product
          thereof are (i) exported, directly or indirectly, in violation of
          Export Laws; or (ii) intended to be used for any purposes prohibited
          by the Export Laws, including, without limitation, nuclear, chemical
          or biological weapons proliferation.

     7.9  Relationship Between the Parties.  MarketFirst is an independent
          contractor; nothing in this Agreement shall be construed to create a
          partnership, joint venture or agency relationship between the parties.

     7.10 Product Reference. Customer agrees, upon request and with reasonable
          notice from MarketFirst subject to Customer's consent in each specific
          case, which shall not be unreasonably withheld, to reasonably act in
          the capacity of a reference, discussing MarketFirst products utilized
          and services received by Customer, with potential MarketFirst
          customers or business partners.

     7.11 Press Release. Customer agrees, upon request and with reasonable
          notice from MarketFirst, to allow the use of its name and Program(s)
          it has implemented, to be used in a MarketFirst press release,
          announcing Customers acquisition and use of the Program(s). Customer
          will have the right to review and approve the release before
          publication, and such approval will not be unreasonably withheld or
          delayed. If desired and agreed by both parties, a joint press release
          may be issued. Under the joint release, both parties will agree on the
          final version of the release prior to publication.

     7.12 Successors.  This Agreement shall inure to the benefit of the
          successors and assigns of MarketFirst and, subject to the restrictions
          on transfer or assignment herein set forth, shall be binding upon
          Customer and Customer's successors and assigns.

     7.13 Entire Agreement.  This Agreement together with the exhibits,
          appendices and attachments hereto constitutes the complete agreement
          between the parties and supersedes all prior or contemporaneous
          agreements or representations, written or oral, concerning the subject
          matter of this Agreement and such exhibits, appendices and
          attachments.  This Agreement may not be modified or amended except in
          a writing signed by a duly authorized representative of each party, no
          other act, document, usage or custom shall be deemed to amend or
          modify this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

SAP AG                                 MarketFirst Software Inc.

                                       8
<PAGE>

Signature: __________________________  Signature: ___________________________


Name:________________________________  Name:_________________________________


Title:_______________________________  Title: _______________________________


Date:________________________________  Date: ________________________________

                                       9
<PAGE>

                    EXHIBIT A TO SOFTWARE LICENSE AGREEMENT


                          MARKETFIRST SOFTWARE, INC.


                                  ORDER FORM

                        PRODUCT ORDER FORM - LICENSING
                        --------------------------------

Client Name:                                                 SAP  America, Inc.
--------------------------------------------------------------------------------
Authorized Contact Name:                                     Gottfried Sehringer
--------------------------------------------------------------------------------
Client Ordering Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Client Phone Number:
--------------------------------------------------------------------------------
MarketFirst Agreement #:
--------------------------------------------------------------------------------
MarketFirst Agreement Type                                   License
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1.  Designated System (hardware & software environment) for the Products
    described below:
--------------------------------------------------------------------------------

    Operating System: NT       Database: SQL Server        Client: Windows 95/NT

--------------------------------------------------------------------------------
2.  License Fees:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                  List          Discounted
A. MarketFirst Products:                                               Qty.     Unit Price    Extended Price
----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>      <C>           <C>
1)  MarketFirst BASE License Fees includes:                             1       $295,000        $295,000
    - Includes Unlimited Simultaneous eMarketing Program
    - Includes 1,000,000 Contact Database
    - Includes one (1) instance of production software
    - Includes one (1) development/test copy with usage consistent
      with  governing software license agreement


2)  Additional 1,000,000 contact increments                             0       $ 50,000        $      0

3)  SQR Report Writer Software                                          0       TBD             $      0

4) MarketFirst Annual Maintenance & Support                             1       $124,950        $ 61,950
   (21% of discounted license and contract
    increment price)
----------------------------------------------------------------------------------------------------------------------
 Total  MarketFirst License Fee                                                                 $295,000

 First Year Maintenance and Support                                                             $ 61,950

 Total SAP License and Maintenance Fees                                                         $356,950
                                                                                         ---------------
</TABLE>

                                       10
<PAGE>

--------------------------------------------------------------------------------
3.   Professional Services
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

     A.  MarketFirst Consulting                               Qty.           Unit Price   Extended Price
------------------------------------------------------------------------------------------------------------------
     <S>                                                      <C>            <C>           <C>
           Service Package Includes:                           1             $40,000       $40,000  (A)
           - 30 Days of Professional Services
           - Train 3 Users at MarketFirst Facility
  .  MarketFirst Consulting rates are billable on a
     time and materials basis at:
       -      Functional Consultant                       $2,000/day
       -      Technical Consultant                        $1,750/day.
       -      Training                                    $495 per student/day
</TABLE>

   (A) Additional service bundles for packages of 30 days or more are available
   ----------------------------------------------------------------------------
   for a period of one year from the effective rates of $1,333

--------------------------------------------------------------------------------
4.   Investment Summary
--------------------------------------------------------------------------------

  Total License                                    $295,000
  Annual Support and Maintenance Fees              $ 61,950
  Total Professional Service Fees                  $ 40,000
                                                   --------

  Total Investment                                 $396,950
                                                   --------

                                                   --------
--------------------------------------------------------------------------------
  5.  Purchasing Information (please check one box and fill in the appropriate
      information)
--------------------------------------------------------------------------------

[_]   A Client purchase order will be provided upon signing of this Order Form.

[_]   This Order Form shall be deemed a Client purchase order and is sufficient
      to ensure timely payment by Client.*

[_]   Purchase orders are not issued by Client and are not required for the
      timely payment by Client.*

[_]   A purchase order is forthcoming; however, it is not a condition for
      payment and will not supercede the payment terms of the Agreement or this
      Order. The PO# will be_______________________* (Note, a PO# must be
      provided to process this order.)

     *The invoice should be sent to the attention of _______________________

Except as set forth below, all MarketFirst Product and services obtained herein
are fully subject to the terms and conditions of the MarketFirst Agreement
referred to above.

The consulting services and the Product and license fees contained on this Order
Form are proposed separately. Client may acquire the Product licenses without
acquiring MarketFirst consulting services, and may acquire the Product licenses
and consulting services separately at the fees stated in this Order Form.

All services are provided on a time and materials basis and are separate from
any license fees. MarketFirst will warrant services under a separate warranty
which is unrelated to a Product warranty.

Customer Support for subsequent periods is based upon the pricing policies in
effect on the date of renewal.

                                       11
<PAGE>

V.   Taxes

     All fees are quoted exclusive of applicable taxes.  Customer is responsible
     for sales taxes and all other applicable taxes, to be billed separately.

AGREED TO:

SAP AG                                 MarketFirst Software Inc.

Signature: __________________________  Signature: ___________________________


Name:________________________________  Name:_________________________________


Title:_______________________________  Title: _______________________________


Date:________________________________  Date: ________________________________

                                       12
<PAGE>

                    EXHIBIT B TO SOFTWARE LICENSE AGREEMENT

                          MARKETFIRST SOFTWARE, INC.

                        SOFTWARE MAINTENANCE AGREEMENT


MarketFirst shall provide to Customer the following support and maintenance
services set forth in this Exhibit, upon payment of applicable Maintenance
Support fees described in Exhibit A.

1.   Definitions.

Capitalized terms used in this Exhibit shall have the same meanings as in the
Agreement, unless otherwise defined herein.  In addition, the following
definitions apply for this Exhibit:

     1.1. "Error" means code which exists in a Program that causes the Program
          to fail materially to execute correctly on the Designated System as
          specified in the Documentation for such Program.

     1.2. "Error Correction" means additional or replacement code of the
          Program or other workaround provided by MarketFirst to remedy an
          Error.

     1.3. "Severity 1 Error" means an Error, which prevents Customer from using
          the Program.

     1.4. "Severity 2 Error" means an Error, which prevents Customer from using
          a part of the Program or from completing a specific task within the
          Program.

     1.5. "Severity 3 Error" means an Error which does not prevent Customer
          from using any part of the Program but may be a source of nuisance for
          Customer's users due to perceived performance, usability or
          presentation issues.

     1.6. "Enhancement Request" means a request for Program functionality that
          is in addition to or beyond the scope of the Program functions or
          features as described in the Documentation.

2.   Maintenance Services

     2.1. Error Correction.  During the term of this Exhibit, MarketFirst shall
          use its best efforts to correct any Errors in the Programs within the
          time frames described below, provided Customer gives MarketFirst
          notice describing the Error. MarketFirst reserves the right to assign
          a severity level to the reported Error. Customer shall be responsible
          for installing Updates and Corrective Code Releases delivered to
          Customer by MarketFirst in a timely manner.  The time periods for
          responding to reported Errors shall be as follows:

          2.1.1.  Severity 1 Errors. MarketFirst shall provide Customer with a
                  response within 24 hours of receiving the Error report. Within
                  three (3) working days of receiving the report, MarketFirst
                  will provide Customer with either a Corrective Code Release or
                  a solution suggestion for the Error.

          2.1.2.  Severity 2 Errors. MarketFirst shall provide Customer with a
                  response within three (2) working days of receiving the Error
                  report. Within ten (8) working days of receiving the report,
                  MarketFirst will provide Customer with either a Error
                  Correction or a solution suggestion for the Error.

                                       13
<PAGE>

          2.1.3.  Severity 3 Errors. MarketFirst shall provide Customer with a
                  response within five (3) working days of receiving the Error
                  report. Within fifteen (10) working days of receiving the
                  report, MarketFirst will provide Customer with a statement as
                  to the disposition of the reported Error. This may include
                  correcting the Error in a Error Correction or in an Update or
                  in a future Program release.

          2.1.4.  Enhancement Requests. MarketFirst shall provide Customer with
                  a response within five (5) working days of receiving the
                  Enhancement Request. Within fifteen (15) working days of
                  receiving the request, MarketFirst will provide Customer with
                  a statement as to the disposition of the Enhancement Request,
                  which MarketFirst shall determine in its sole discretion. This
                  may include providing the requested or similar functionality
                  in an Update or in a future Program release.

     2.2. Customer Assistance.  Customer agrees to provide MarketFirst with
          printouts, as requested, and with sufficient support and test time on
          Customer's equipment to duplicate the Error (which time shall not
          unreasonably interfere with Customers normal operations), determine
          that the Error is with the Programs covered hereunder, correct the
          Error and determine that the Error has been corrected.

     2.3. Current Release.  MarketFirst's obligations under this Exhibit shall
          apply only to those releases of the applicable Programs that are then-
          currently supported by MarketFirst.  MarketFirst shall have the right,
          at any time after a particular release has been superseded by another
          release, to terminate support with respect to the superseded release
          upon giving not less than ninety (90) days notice.  Notwithstanding
          the foregoing, MarketFirst shall not terminate support for any release
          sooner than one (1) year after general commercial availability of such
          release and shall at all times provide support for the two most recent
          releases of the Programs.

     2.4. Telephone Support.  During the term of this Exhibit, MarketFirst will
          provide telephone consultation and advice to Customer regarding the
          technical support of the Programs.  Such telephone assistance, and all
          other assistance provided by MarketFirst hereunder, shall be to
          respond to Errors reported to MarketFirst, and shall be through only
          the Authorized Contacts.  The Authorized Contacts shall be responsible
          for supporting Customer's other users of the Programs.  Authorized
          Contacts may telephone for problem resolution during the hours of 6
          a.m. and 6 p.m. Pacific Time, Monday through Friday, excluding
          MarketFirst holidays.

     2.5. Limitations.  MarketFirst shall have no obligation under this Exhibit
          for the correction of Errors which are due to a breach by Customer of
          the terms of this Exhibit or the Agreement,or to any modifications to
          the Programs made by Customer.  If MarketFirst agrees to remedy any
          errors or problems not covered by the terms of this Exhibit, Customer
          shall pay MarketFirst for all such work performed at MarketFirst's
          then current standard time and materials charges (what are they? -
          current rates reflected on the order form).  Such amount shall be due
          and payable within thirty (30) days of invoicing by MarketFirst.
          Customer acknowledges that MarketFirst is under no obligation to
          perform services with respect to a) any hardware or b) any software
          which is not the Program.

3.   Corrective Code Releases

Provided this Exhibit is in effect, MarketFirst agrees to deliver to Customer
one (1) copy of any Error Corrections to the Programs and one set of the
Documentation relating thereto.  Unless otherwise agreed, such materials will be
sent to the location for shipment set forth on Exhibit A hereto.  MarketFirst
shall deliver Updates as provided in the Agreement.  Upon delivery of any
Update, Error Correction, or Documentation, such Update, Error Correction or
Documentation shall be considered part of the Programs and shall be subject to
the terms and conditions of the

                                       14
<PAGE>

Agreement.

4.   Maintenance Fees; Updates and Upgrades

Customer shall pay to MarketFirst the annual maintenance fees designated in
Exhibit A of the Agreement upon the terms provided therein.  Fees shall be
payable in advance and shall accrue commencing upon delivery of the Programs
under the Agreement, and upon each annual anniversary date thereafter.  If
Customer orders Standard Maintenance on the Order Form, then MarketFirst shall
deliver Updates to Customer at no additional charge, as such Updates are created
by MarketFirst in its discretion.  If Customer orders Premium Maintenance on the
Order Form, then MarketFirst shall deliver Updates and Upgrades to Customer at
no additional charge, as such Updates and Upgrades are created by MarketFirst in
its discretion.

5.   Term and Termination

     5.1. Term.  Maintenance services under this Exhibit shall begin on date of
          delivery of the Programs under the Agreement.  Thereafter, and on each
          on each annual anniversary date thereafter, subject to receipt of
          payment in advance, the Agreement shall continue for a term of one
          year.

     5.2. Termination.  This Exhibit will terminate upon termination of the
          Agreement or on an annual anniversary date if payment has not been
          received by MarketFirst in full prior to the commencement of the
          corresponding term of one year. In addition, if Customer fails to
          install Updates or take corrective actions as suggested by MarketFirst
          and this results in recurring Error reports, MarketFirst reserves the
          right to terminate this Exhibit.

     5.3. Charges. In the event of termination, all fees or charges then due and
          payable, or to become due and payable in the future based upon
          services already rendered, shall be immediately due and payable and
          Customer's obligations to pay such amounts shall survive the
          termination of this Exhibit.

AGREED TO:

SAP AG                                 MarketFirst Software Inc.

Signature: __________________________  Signature: ___________________________


Name:________________________________  Name:_________________________________


Title:_______________________________  Title: _______________________________


Date:________________________________  Date: ________________________________

                                       15
<PAGE>

                                   Exhibit C

                               SAP TRAVEL POLICY


SAP America's travel agency is American Express One (Formally Travel One).  All
business travel reservations including hotel and car requests must be made
through American Express One at 1-888-727-5454.


Airline Agreements:
-------------------

Our agency has been given specific instructions to book only on our contracted
preferred airline carriers where we have negotiated substantial discounts.

American Express will not offer and/or book off our contracted carriers UNLESS
our preferred carriers do not offer service into the requested destination
within a 90 minute window or nonstop service is unavailable on the preferred
carrier.

Our agency will offer economy class non-refundable tickets only.  Economy class
non-refundable tickets can be hundreds of dollars less than a fully refundable
fare.  If the individual booked a non-refundable class and their travel plans
changed, they must return the tickets immediately to American Express One and
the ticket value will be placed on account for the individual with that
particular airline for future travel.

Back to back tickets are considered illegal in the travel industry.  SAP America
does not condone the usage of back to back tickets and American Express One will
not issue such tickets.

Hotel Agreements:
-----------------

SAP America has signed agreements with specific hotel franchises throughout the
United States and our agency will offer you a preferred property reflecting the
SAP America negotiated rate.

Car Rental Agencies:
--------------------

All car rentals must be arranged through American Express One.  Our agency is
required to book the preferred car rental agencies, Hertz and Alamo.  All
individuals are expected to pay the rental expense and then report the cost for
reimbursement purposes.

Midclass (Class C) automobiles will be used by all individuals.  All rental cars
should be refueled prior to being returned to avoid a fuel surcharge.  For
insurance purposes, please refer to your companies corporate policy.  SAP
America is not responsible for any insurance liability.

                                       16
<PAGE>

Personal Auto Reimbursement:
----------------------------

Use of an individuals personal automobile for company business will be
reimbursed at the current rate of $.315 per mile for actual miles driven.  In
addition, tolls and parking fees will be reimbursed as long as the proper
receipt is included.

Meals:
------

Business Travel:  The actual cost of meals incurred while traveling overnight on
business will be reimbursed not to exceed the following schedule:

     A - Breakfast    $10.00
     B - Lunch        $15.00
     C - Dinner       $35.00

Meals for individuals, including lunch, who are not staying overnight on
business are at the expense of the individual.

Expenses:
---------

Original receipts must be obtained for all expenses.  Handwritten receipts or
stubs will not be accepted.

The use of taxi, subway and hotel shuttles are reimbursable expenses but a
receipt is necessary to obtain reimbursement.

Misrepresentation  of expenses is considered a gross misconduct and grounds for
termination of the agreement between the individuals company and SAP

                                       17