<PAGE>

                                                                   EXHIBIT 10.16



  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

OEM LICENSE & DISTRIBUTION AGREEMENT

This OEM License and Distribution Agreement (the "Agreement") is entered into as
of AUGUST 31, 1999 ("Effective Date") by and between Autonomy, Inc., a New
Jersey corporation, with offices located at 301 Howard Street, San Francisco,
California 94105 ("Autonomy") and CORECHANGE INC. a Delaware corporation, with
its principal place of business at 260 FRANKLIN ST, SUITE 1890, BOSTON MA 02110
("Licensee").

                                                                          [LOGO]

1.   CERTAIN DEFINITIONS.  For purposes of this Agreement, the following terms
     shall mean:

     a.  "APPLICATION" means the software application program(s) specified in
         ATTACHMENT A which are created by Licensee using the Development
         Software, and which contain portions of the Runtime Software as well as
         additional content and data developed or licensed by Licensee for use
         by Licensee's end users and customers on the Licensed Platform(s).
         Applications shall not provide end users with any access to any portion
         of the Development Software (E.G., development tools or libraries).

     b.  "DEVELOPMENT SOFTWARE" means the development tool components or
         application programming interfaces ("API's") of the Software used to
         develop Applications.

     c.  "LICENSED PLATFORM" means the computer platform(s), computer
         language(s), operating systems or versions thereof specified in
         ATTACHMENT A on which Licensee is licensed to use the Software and to
         create and distribute Applications.

     d.  "RUNTIME SOFTWARE" means the portion of the Software, embedded in an
         Application, which enables end users to run the Application on the
         Licensed Platform(s).

     e.  "SOFTWARE" means the Development Software, the Runtime Software and any
         other computer programs (including API's and user interfaces) set forth
         in ATTACHMENT A, in object code form only, and any applicable
         documentation, along with any updates, modifications or new releases of
         such programs and any portions thereof (including embedded or runtime
         versions), which may be provided by Autonomy to Licensee from time to
         time in accordance with the terms and conditions of this Agreement.

     f.  "TERRITORY" means worldwide.

2.   LICENSE GRANT; RESTRICTIONS; OWNERSHIP; ACCEPTANCE.

     a.  LICENSE GRANT. Subject to all the terms and conditions of this
         Agreement, Autonomy grants to Licensee a nonexclusive, nontransferable,
         royalty bearing license:

         (i) to use the Development Software and related Runtime Software to
         create or compile Applications for use on the Licensed Platforms only
         in accordance with the applicable documentation provided by Autonomy.
         Except as provided in Sections 2(a)(ii) and 2(b) below, Licensee shall
         have no right to make or use multiple copies of the Development
         Software or use the Development Software on more than one (1) computer
         unless it has paid the applicable development fees for each such copy
         or use as specified in Attachment A; and

         (ii) to copy the Runtime Software, for marketing and distribution of an
         Application (a) in object code form, only as part of or embedded in an
         Application, (b) directly or indirectly to end-users for their internal
         purposes only, without the right of such end-users to develop
         additional Applications, (c) for use on the Licensed Platforms and (d)
         pursuant to a written license agreement (which may be a
         click-and-accept or "shrink-wrap" agreement) that disclaims all

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                                            Autonomy, Inc. OEM Agreement; page 2

         warranties and liabilities on behalf of Autonomy and contains software
         and proprietary right protection and restrictions, government use,
         export restriction, confidentiality and terms and conditions
         substantially similar or at least as restrictive as those set forth in
         Autonomy's End User License Agreement, a copy of which is attached
         hereto as ATTACHMENT C.

     b.  RESTRICTIONS. Except as expressly provided in Section 2(a), and, except
         for one copy solely for back-up purposes, Licensee shall not copy the
         Software or any portion thereof. Licensee must reproduce and include
         all copyright and any other notices that appear on the original
         Software, any copies of the Software, any Application and any media
         therefor. Licensee shall not, and shall not allow any third party to:

         (i)  decompile, disassemble, or otherwise reverse engineer any source
              code or underlying ideas or algorithms or file formats or
              programming or interoperability interfaces of the Software or of
              any files contained in or generated using the Software by any
              means whatsoever;

         (ii) remove any product identification, copyright or other proprietary
              notices or disclaimers for the Software;

         (iii)provide, lease, lend or use the Software for timesharing or
              service bureau purposes;

         (iv) use the Software to develop computer programs that are designed to
              enable application developers to create additional applications or
              application development tools; or

         (v)  take any action contrary to Autonomy's end-user license agreement
              except as expressly and unambiguously allowed under this
              Agreement.

     c.  NONEXCLUSIVE. The license granted in Section 2(a) is nonexclusive.
         Accordingly, nothing in this Agreement shall be construed as limiting
         in any manner Autonomy's marketing or distribution activities or its
         appointment of other OEMs, dealers, distributors, licensees or agents
         either within or outside of the Territory.

     d.  OWNERSHIP. Notwithstanding anything else, Autonomy and its licensors
         retain (i) all title to, and, except as expressly and unambiguously
         licensed herein, all rights to the Software, all copies and derivative
         works thereof (by whomever produced) and all related documentation and
         materials, (ii) all of their service marks, trademarks, trade names or
         any other designations, and (iii) all copyrights, patent rights, trade
         secret rights and other proprietary rights in the Software.

     e.  DELIVERY AND ENHANCEMENTS. Autonomy shall deliver the initial
         reproducible copy of the Software in a mutually agreeable format within
         seven business days after the Effective Date. All subsequent release
         versions, updates or enhancements, if any, shall be delivered to
         Licensee as soon as is commercially practicable after their general
         commercial release, but in no event later than delivery to any other
         comparable customer of Autonomy entitled to the same release versions,
         updates or enhancements.

3.   PAYMENT TERMS; RIGHT OF AUDIT.

     a.  Licensee agrees to pay the fees and royalties for the Software and
         Applications as specified in Attachment B hereto. Licensee shall be
         responsible for and pay all taxes (except Autonomy's U.S. income
         taxes), duties and other governmental assessments relating to its use
         of the Software and the marketing and distribution of Applications. All
         late payments shall be assessed a service fee of one and one-half
         percent (1.5%) per month, to the extent allowed by law.

     b.  Licensee shall provide to Autonomy, within fifteen (15) days after the
         end of each calendar quarter, written reports of the total number of
         copies, the city and state (or country) to which they are distributed,
         and the applicable royalty payments therefor, of each Application
         containing any portion of the Software distributed by or for Licensee
         or its sub-distributors or Licensees. Such reports shall accompany the
         royalty payments specified in Attachment B.


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                                            Autonomy, Inc. OEM Agreement; page 3

     c.  Upon notice from Autonomy, Licensee shall provide Autonomy with access
         to Licensee's books of account for the purpose of performing an audit
         of the fees and royalties associated with Licensee's use and
         distribution of the Software pursuant to this Agreement at Licensee's
         location where such books are ordinarily kept. If, as a result of such
         audit, Autonomy determines that Licensee has underpaid Autonomy,
         Autonomy shall notify Licensee of the amount of such underpayment and
         Licensee shall promptly pay to Autonomy the amount of the underpayment,
         plus interest in the amount of one and one-half percent of such amount
         (or the highest rate of interest allowable by law, whichever is
         higher), calculated from the date of receipt by Licensee of the
         underpaid amount until the date of payment to Autonomy. In the event
         any such audit reveals an underpayment to Autonomy of five percent (5%)
         or more of the fees and royalties associated with Licensee's use and
         distribution of the Software pursuant to this Agreement, Licensee shall
         reimburse Autonomy for the reasonable out-of-pocket costs of such
         audit. Licensee shall retain records and supporting documentation, for
         such period of time as may be reasonably necessary, sufficient to
         document the fees and royalties associated with Licensee's use and
         distribution of the Software pursuant to this Agreement. Autonomy may
         only conduct such an audit once very calendar year.


4.   LICENSEE COVENANTS AND REPRESENTATIONS. Except as provided herein, Licensee
     represents, warrants and agrees that:

     a.  Licensee shall comply with good business practices and all laws and
         regulations relevant to this Agreement or the subject matter hereof and
         further that all advertising and marketing materials relating to the
         Software, Applications and/or Autonomy shall, be accurate in all
         respects. Upon the request of Autonomy, Licensee shall cooperate with
         Autonomy to devise and issue a joint press release concerning
         Licensee's selection and use of Autonomy's products. In its
         distribution efforts, Licensee shall use the then current names, marks
         and designations used by Autonomy for the Software ("Marks") but shall
         not represent or imply that it is Autonomy or is a part of Autonomy;
         provided that all advertisements and promotional materials, packaging
         and anything else bearing a Mark shall identify Autonomy as the Mark
         owner and Software manufacturer and shall be subject to prior written
         approval of Autonomy, which approval shall not be unreasonably withheld
         or delayed, and, provided further, that no other right to use any name
         or designation is granted by this Agreement. Licensee also agrees not
         to use or contest, during or after the term of this Agreement, any
         name, mark or designation used by Autonomy anywhere in the world (or
         any name, mark or designation similar thereto). Licensee acknowledges
         and agrees that all use of the Marks by Licensee shall inure to the
         benefit of Autonomy;

     b.  Licensee shall keep Autonomy informed as to any problems encountered
         with the Software and any resolutions arrived at for those problems,
         and may provide any communicate feedback, modifications, design changes
         or improvements relating to the Software suggested by any distributor,
         Licensee, Autonomy, employee or agent. Licensee further agrees that
         Autonomy shall have any and all right, title and interest in and to any
         such suggested feedback, modifications, design changes or improvements
         of the Software, without the payment of any additional consideration
         therefor either to Licensee, or its distributors, Licensees, employees,
         agents or vendors;

     c.  Licensee shall keep for three (3) years after termination of this
         Agreement records of all distribution of Applications and customers
         sufficient to adequately administer a recall of any Software and to
         fully cooperate in any decision by Autonomy to recall, retrieve and/or
         replace any Software;

     d.  Licensee shall promptly notify Autonomy of any infringement by any
         third party of any Marks or any patent rights, copyrights, trade secret
         rights or other proprietary rights relating to the Software. Autonomy
         may, in its sole discretion, take or not take whatever action it
         believes is appropriate in connection with any such infringement. If
         Autonomy elects to take action, Licensee agrees to reasonably cooperate
         in connection therewith at Autonomy's expense. If Autonomy initiates
         and prosecutes any action under this Section 4(g), all legal expenses
         (including court costs and attorneys' fees) shall be for Autonomy's
         account and Autonomy shall be entitled to all amounts awarded by way of
         judgment, settlement or compromise;


<PAGE>

                                            Autonomy, Inc. OEM Agreement; page 4


     e.  Licensee shall comply with the U.S. Foreign Corrupt Practices Act
         (regarding among other things, payments to government officials) and
         all export laws, restrictions, national security controls and
         regulations of the United States or other applicable foreign agency or
         authority, and not to export or re-export, or allow the export or
         re-export of the Software or any copy or direct product thereof in
         violation of any such restrictions, laws or regulations, or to any
         Group D:1 or E:2 country (or any national of such country) specified in
         the then current Supplement No. 1 to Part 740, or, in violation of the
         embargo provisions in Part 746, of the U.S. Export Administration
         Regulations (or any successor regulations or supplement), except in
         compliance with and with all licenses and approvals required under
         applicable export laws and regulations, including without limitation,
         those of the U.S. Department of Commerce.


5.   SUPPORT AND MAINTENANCE. Licensee shall be responsible for all technical
support of its customers; Autonomy shall provide technical support and
assistance to Licensee for the Software on the Licensed Platforms pursuant to
Autonomy's standard support and maintenance terms and conditions, as set forth
in Attachment D hereto. During the term of this Agreement, Licensee shall pay
the applicable fees for such support as provided in Attachment D.

6.   WARRANTY; DISCLAIMER; INDEMNITY.

     a.  [1] Autonomy warrants that for a period of sixty (60) days from the
         Effective Date that the Software shall perform substantially in
         accordance with the accompanying documentation. This warranty covers
         only problems reported to Autonomy during the warranty period. Licensee
         shall handle and be responsible for all warranty returns from its
         direct and indirect customers. Software which does not comply with the
         foregoing warranty and is returned (by Licensee only) to Autonomy
         during the warranty period (as shown by appropriate documentation)
         shall be promptly repaired or replaced at Autonomy's option. The
         performance of the Software may vary with various manufacturers'
         equipment with which it is used and Licensee understands that Autonomy
         is not responsible for and shall have no liability for hardware,
         software, or other items or any services provided by any persons other
         than Autonomy. This warranty does not extend to any Software that is
         modified or altered other than by Autonomy or at Autonomy's direction,
         is not maintained to Autonomy's maintenance recommendations or is
         operated in a manner other than that specified by Autonomy. Licensee's
         sole remedy with respect to any warranty or defect is as stated in this
         subsection.

         [2] Autonomy further warrants that (a) the entering into and
         performance of this Agreement by Autonomy does not and will not
         violate, conflict with or result in a material default under any other
         contract, agreement, indenture, decree, judgment, undertaking,
         conveyance, lien or encumbrance to which Automony or any of its
         affiliates is a party; (b) Automony has and shall have all requisite
         rights to grant to licenses with respect to the Software as granted
         hereunder; (c) the Software as delivered will contain no computer
         viruses, booby traps, time bombs or other programming designed to
         interfere with the normal functioning of the Software, or Licensee's or
         an end-user's equipment, programs or data; and (d) the Software will
         recognize and process all date fields, and perform all date-dependent
         calculations and operations (including sorting, comparing and
         reporting), without software ending and/or invalid and/or incorrect
         results as a result of the change of century or the occurrence of any
         particular date (all without human intervention, other than original
         data entry of valid dates), provided, however, that thw warranty set
         forth in subsection (d) of this Section shall not apply to data or
         programs of third parties, other than the Licensed Platforms.

     b.  EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
         WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
         FURTHER, AUTONOMY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
         REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE
         SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,



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                                            Autonomy, Inc. OEM Agreement; page 5

         RELIABILITY, OR OTHERWISE OR THAT THE SOFTWARE SHALL MEET LICENSEE'S
         REQUIREMENTS. LICENSEE BEARS ALL RISK RELATING TO QUALITY AND
         PERFORMANCE OF THE SOFTWARE.

     c.  Autonomy shall hold Licensee and its officers, directors, agents and
         employees harmless from liability resulting from infringement by the
         Software of any United States or Canadian patent, copyright, trade
         secret, or other third party intellectual property right, provided (i)
         Autonomy is promptly notified of any and all threats, claims and
         proceedings related thereto, (ii) Autonomy shall have sole control of
         the defense and/or settlement thereof, (iii) Licensee furnishes to
         Autonomy, upon reasonable request, information available to Licensee
         relevant to such defense, and (iv) Licensee provides Autonomy with
         reasonable assistance. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF
         NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.

     d.  The foregoing obligation of Autonomy does not apply with respect to the
         extent that the software or portions or components thereof (i) not
         supplied by Autonomy, (ii) made in whole or in part in accordance to
         Licensee specifications, (iii) that are modified other than by or at
         the direction of Autonomy after delivery from Autonomy, if the alleged
         infringement relates to such modification, (iv) combined with other
         products, processes or materials (other than a Licensed Platform) where
         the alleged infringement relates to such combination, (v) where
         Licensee continues allegedly infringing activity after being notified
         thereof or (vi) where Licensee's use of the Software is not
         substantially in accordance with this Agreement. Licensee shall
         indemnify Autonomy and its officers, directors, agents and employees
         from all damages, settlements, attorneys' fees and expenses related to
         a claim of infringement or misappropriation excluded from Autonomy's
         indemnity obligation by subsection (ii), (v), or (vi) of the
         immediately preceding sentence provided (i) Licensee is promptly
         notified of any and all threats, claims and proceedings related
         thereto, (ii) Licensee shall have sole control of the defense and/or
         settlement thereof, (iii) Autonomy furnishes to Licensee, upon
         reasonable request, information available to Autonomy that is relevant
         to such defense, and (iv) Autonomy provides Licensee with reasonable
         assistance.

7.   LIMITATION ON LIABILITY.

     a.  NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY BUT
         EXCEPT FOR ITS OBLIGATION UNDER SECTION 6(c), AUTONOMY SHALL NOT BE
         LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
         CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
         THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS
         PAID TO AUTONOMY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO
         THE DATE THAT THE CAUSE OF ACTION AROSE, OR (II) COST OF PROCUREMENT OF
         SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

     b.  NEITHER PARTY SHALL BE LIABILE TO THE OTHER FOR ANY FAILURE OR DELAY
         DUE TO MATTERS BEYOND ITS REASONABLE CONTROL, OR FOR ANY INCIDENTAL OR
         CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST OR INACCURATE DATA.

8. RELATIONSHIP OF THE PARTIES. The parties hereto expressly understand and
agree that Licensee is an independent contractor in the performance of each and
every part of this Agreement, is solely responsible for all of its employees and
agents and its labor costs and expenses arising in connection therewith and is
responsible for and shall indemnify Autonomy from any and all claims,
liabilities, damages, debts, settlements, costs, attorneys' fees, expenses and
liabilities of any type whatsoever that may arise on account of Licensee's
activities, or those of, its employees or agents (including, without limitation,
sub-distributors), including without limitation, providing unauthorized
representations or warranties (or failing to disclose all warranties and
liabilities on behalf of Autonomy) to its customers or breaching any term,
representation or warranty of this Agreement. Autonomy is in no manner
associated with or otherwise connected with the actual performance of this
Agreement on the part of


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                                            Autonomy, Inc. OEM Agreement; page 6

Licensee, nor with Licensee's employment of other persons or incurring of other
expenses. Except as expressly provided herein, Autonomy shall have no right to
exercise any control whatsoever over the activities or operations of Licensee.

9.   TERM AND TERMINATION.

     a.  Unless terminated earlier as provided herein, this Agreement shall have
         a term commencing with the Effective Date of this Agreement and
         continuing for an initial term of three (3) years, unless terminated by
         written notice from either party at least sixty (60) days prior to the
         end of the initial term, except that the parties agree that Licensee
         shall have the right to renegotiate the royalty and payment terms
         hereof in the first quarter of Year 2000, and if no agreement is
         reached as a result of such renegotiation by March 31, 2000, Licensee
         may terminate without cause and such termination shall be deemed an
         expiration. Licensee understands that at the end of the term or upon
         earlier termination by Autonomy for cause, the license in Section 2(a)
         shall terminate and neither Licensee nor any sub-distributor shall have
         any right whatsoever to continue developing or distributing
         Applications or any other use of the Software, regardless of any
         undocumented continuation of the relationship with Autonomy.

     b.  This Agreement may be terminated for cause immediately by written
         notice upon the occurrence of any of the following events:

         i.   immediately, if a party ceases to do business, or otherwise
              terminates its business operations;

         ii.  by Autonomy, subject to subsection (b)(iii) of this Section if
              Licensee fails to pay the minimum royalties for the Software as
              specified in Attachment B;

         iii. if a party materially breaches this Agreement and fails to cure
              such breach within 15 days (ten days in the case of a failure to
              pay and immediately in the case of a breach of Section 2 or
              Section 10) of written notice describing such breach; or

         iv.  without notice by a party if the other party becomes insolvent or
              seeks protection under any bankruptcy, receivership, trust deed,
              creditors arrangement, composition or comparable proceeding, or if
              any such proceeding is instituted against the other (and not
              dismissed within 90 days).

     c.  Each party understands that the rights of termination hereunder are
         absolute. Neither party shall incur any liability whatsoever for any
         damage, loss or expenses of any kind suffered or incurred by the other
         (or for any compensation to the other) arising from or incident to any
         termination of this Agreement by such party which complies with the
         terms of the Agreement whether or not such party is aware of any such
         damage, loss or expenses. Termination is not the sole remedy under this
         Agreement and, whether or not termination is effected, all other
         remedies shall remain available.

     d.  Upon termination, if Licensee has any right, title or interest in any
         Mark or any registration related thereto, Licensee shall immediately
         assign all such right, title and interest to Autonomy and take all
         necessary action to ensure that Autonomy obtains the full benefit
         thereof or, if Autonomy so requests in writing with respect to any such
         item, take any necessary action to surrender and cancel such item and
         the related rights, title and interest.

     e.  Upon expiration or termination by Autonomy for cause of this Agreement,
         Licensee shall immediately return to Autonomy or destroy all master
         disks and any and all copies of the Software or portions thereof that
         it has in its possession or control.

     f.  On termination or expiration of this Agreement, Autonomy shall provide
         support to Licensee and to end users for which it has already been
         paid. On expiration or termination other than due to breach by
         Licensee, Autonomy will continue to offer to Licensee support at its
         then existing rates on its then existing standard terms so long as
         Autonomy provides such support to other OEMs or end users.


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                                            Autonomy, Inc. OEM Agreement; page 7

10.   CONFIDENTIALITY.

     a.  Licensee agrees that to the extent Autonomy discloses to Licensee
         information (i) identified in writing as "Confidential" or
         "Proprietary," or (ii) identified as confidential during an oral
         disclosure and confirmed in writing in thirty (30) days, relating to
         the Software, the properties, composition or structure thereof, or
         Autonomy's business (including, without limitation, computer programs,
         algorithms, names and expertise of employees and consultants, know-how,
         formulas, processes, ideas, inventions (whether patentable or not),
         schematics and other technical, business, financial, Autonomy and
         product development plans, forecasts, strategies and information), such
         information is the confidential property of Autonomy ("Proprietary
         Information"). Licensee recognizes and acknowledges that Autonomy's
         Proprietary Information (and the confidential nature thereof) is
         critical to the business of Autonomy and that Autonomy would not enter
         into this Agreement without assurance that its Proprietary Information
         and the value thereof shall be protected as provided in this Section 11
         and elsewhere in this Agreement.

     b.  Licensee agrees (i) to hold Autonomy's Proprietary Information in
         confidence as a fiduciary and to take all reasonable precautions to
         protect such Proprietary Information (including, without limitation,
         all precautions Licensee employs with respect to its confidential
         materials), (ii) not to divulge any such Proprietary Information or any
         information derived therefrom to any third person and (iii) not to make
         any use whatsoever at any time of such Proprietary Information except
         as expressly authorized in this Agreement. Any employee or agent given
         access to any such Proprietary Information must have a legitimate "need
         to know" and shall be similarly bound in writing to confidentiality
         terms. Without granting any right or license, Autonomy agrees that the
         foregoing clauses (i), (ii) and (iii) shall not apply with respect to
         information Licensee can document is in or (through no improper action
         or inaction by Licensee or any agent or employee) enters the public
         domain (and is readily available without substantial effort). Licensee
         must promptly notify Autonomy of any information it believes comes
         within the circumstance set forth in the immediately preceding sentence
         and shall bear the burden of proving the existence of any such
         circumstance by clear and convincing evidence. Licensee's obligations
         under this Section 11(b) shall terminate five (5) years after the date
         of this Agreement. Immediately upon termination of this Agreement or
         upon Autonomy's request, Licensee shall turn over to Autonomy all
         Proprietary Information of Autonomy and all documents or media
         containing any such Proprietary Information and any and all copies or
         extracts thereof.

     c.  Licensee acknowledges and agrees that due to the unique nature of
         Autonomy's Proprietary Information, there can be no adequate remedy at
         law for any breach of its obligations hereunder, that any such breach
         may allow Licensee or third parties to unfairly compete with Autonomy
         resulting in irreparable harm to Autonomy and, therefore, that upon any
         such breach or any threat thereof, Autonomy shall be entitled to seek
         appropriate equitable relief in addition to whatever remedies it might
         have at law and to be indemnified by Licensee from any loss or harm,
         including, without limitation, lost profits and attorneys' fees, in
         connection with any breach or enforcement of Licensee's obligations
         hereunder or the unauthorized use or release of any such Proprietary
         Information. Licensee shall notify Autonomy in writing immediately upon
         the occurrence of any such unauthorized release or other breach. Any
         breach of this Section 11 shall constitute a material breach of this
         Agreement.



11.   MISCELLANEOUS.

     a.  ASSIGNMENT. Neither party shall, without the consent of the other,
         assign this Agreement or any amounts payable pursuant to this
         Agreement, except to a purchaser of all or substantially all of the
         assets of such party. Consent to any assignment of this Agreement shall
         not constitute a party's consent to further assignment. This Agreement
         shall be binding on the parties and their respective successors and
         permitted assigns. Any assignment in contravention of this subsection
         shall be void.

     b.  NOTICES. All notices, requests, consents, approvals, agreements,
         authorizations, acknowledgements, waivers and other communications
         required or permitted under this Agreement shall be in writing and

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                                            Autonomy, Inc. OEM Agreement; page 8

         shall be deemed given when delivered to a party by registered or
         certified mail or equivalent means of delivery (E.G., by hand,
         overnight service or express courier), or when sent by telecopy to the
         telecopy number specified below:

              In the case of Autonomy:  415-243-9985

              In the case of Licensee:

         Either party may change its address or telecopy number for notification
         purposes by giving the other party 30 days' notice of the new address
         or telecopy number and the date upon which it shall become effective.

     c.  COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original, but all of
         which taken together shall constitute one single agreement between the
         parties.

     d.  SEVERABILITY. If any provision of this Agreement is held by a court of
         competent jurisdiction to be contrary to law, then the remaining
         provisions of this Agreement, if capable of substantial performance,
         shall remain in full force and effect.

     e.  WAIVERS. No delay or omission by either party to exercise any right or
         power it has under this Agreement shall impair or be construed as a
         waiver of such right or power. A waiver by any party of any breach or
         covenant shall not be construed to be a waiver of any succeeding breach
         or any other covenant. All waivers must be signed by the party waiving
         its rights.

     f.  ENTIRE AGREEMENT. This Agreement and the Exhibits to this Agreement
         represent the entire agreement between the parties with respect to its
         subject matter, and there are no other representations, understandings
         or agreements between the parties relative to such subject matter.

     g.  AMENDMENTS. No amendment to, or change, waiver or discharge of, any
         provision of this Agreement shall be valid unless in writing and signed
         by an authorized representative of each of the parties.

     h.  SURVIVAL. The following sections of this Agreement shall survive any
         termination or expiration of this Agreement in full force and effect:
         SECTION 2, SECTION 3, SECTION 4(b), SECTION 4(e), SECTION 4(f), SECTION
         5, SECTION 6, SECTION 7, SECTION 8, SECTION 9(c), SECTION 9(d), SECTION
         9(e), SECTION 10, SECTION 11(f), this Section, SECTION 11(j) and
         SECTION 11(k).

     i.  THIRD PARTY BENEFICIARIES. Except as specified in this Agreement with
         respect to a Designee, each party intends that this Agreement shall not
         benefit, or create any right or cause of action in or on behalf of, any
         Person other than the parties.

     j.  GOVERNING LAW. This Agreement and the rights and obligations of the
         parties under this Agreement shall be governed by and construed in
         accordance with the laws of the State of California, without giving
         effect to the principles thereof relating to the conflicts of laws.

     k.  SOLE AND EXCLUSIVE VENUE. Each party irrevocably agrees that any legal
         action, suit or proceeding brought by it in any way arising out of this
         Agreement must be brought solely and exclusively in the United States
         District Court for the Northern District of California or in the state
         courts of the State of California and irrevocably accepts and submits
         to the sole and exclusive jurisdiction of each of the aforesaid courts
         in personam, generally and unconditionally with respect to any action,
         suit or proceeding brought by it or against it by the other party. Each
         party hereto further irrevocably consents to the service of process
         from any of the aforesaid courts by mailing copies thereof by
         registered or certified mail, postage prepaid, to such party at its
         address designated pursuant to this Agreement, with such service of
         process to become effective 30 days after such mailing.

     l.  COVENANT OF FURTHER ASSURANCES. Autonomy and Licensee covenant and
         agree that, subsequent to the execution and delivery of this Agreement
         and, without any additional consideration, each of Autonomy and
         Licensee shall execute and deliver any further legal instruments and
         perform any acts that are or may become necessary to effectuate the
         purposes of this Agreement.


<PAGE>

                                            Autonomy, Inc. OEM Agreement; page 9


     m.  FORCE MAJEURE. If and to the extent a party's performance of any of its
         obligations pursuant to this Agreement is prevented, hindered or
         delayed by fire, flood, earthquake, elements of nature or acts of God,
         acts of war, terrorism, riots, civil disorders, rebellions or
         revolutions, or any other similar cause beyond the reasonable control
         of such party (each, a "Force Majeure Event"), and such
         non-performance, hindrance or delay could not have been prevented by
         reasonable precautions, then the non-performing, hindered or delayed
         party shall be excused for such non-performance, hindrance or delay, as
         applicable, of those obligations affected by the Force Majeure Event
         for as long as such Force Majeure Event continues and such party
         continues to use its best efforts to recommence performance whenever
         and to whatever extent possible without delay, including through the
         use of alternate sources, workaround plans or other means. The party
         whose performance is prevented, hindered or delayed by a Force Majeure
         Event shall immediately notify the other party of the occurrence of the
         Force Majeure Event and describe in reasonable detail the nature of the
         Force Majeure Event. If any Force Majeure Event prevents, hinders or
         delays Licensee's performance of its obligations pursuant to this
         Agreement for more than 30 days, Autonomy may terminate this Agreement
         as of a date specified by Autonomy in a termination notice to Licensee,
         without regard to Section 10(b).



         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
         the Effective Date.

         AUTONOMY, INC                     CORECHANGE, INC.

         By:                               By:   /s/ ULF ARNETZ
            --------------------------        ----------------------------------

         Name:                             Name:     ULF ARNETZ
              ------------------------          --------------------------------

         Title:                            Title:    PRESIDENT/CEO
               -----------------------           -------------------------------

         Date:                             Date:     SEPTEMBER 1, 1999
              ------------------------          --------------------------------

<PAGE>

                                           Autonomy, Inc. OEM Agreement; page 10


                                  ATTACHMENT A

                  SOFTWARE; APPLICATIONS; LICENSED PLATFORMS

AUTONOMY SOFTWARE:

                  Knowledge Builder toolkit with unlimited internal developer
                  licenses for multiple platforms

LICENSED PLATFORMS:

                  Sun Solaris and Microsoft NT, and all others for which
                  Autonomy provides commercial releases of its software to its
                  customers generally.

LICENSEE APPLICATIONS:

                  Coreport

AUTONOMY  MODULES:

<TABLE>
<CAPTION>

------------------------------------------- ----------------------------------------- -----------------------------------------
            CATEGORY A MODULES                         CATEGORY B MODULES                        CATEGORY C MODULES
------------------------------------------- ----------------------------------------- -----------------------------------------
<S>                                         <C>                                       <C>
Query/index                                 User Profiling                            Web Spider

User Agent                                  Agent Query                               Lotus Notes Fetch

Auto-suggest                                                                          Microsoft Exchange Fetch

Categorizer                                                                           ODBC Fetch

Import

------------------------------------------- ----------------------------------------- -----------------------------------------

</TABLE>








<PAGE>

   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                                           Autonomy, Inc. OEM Agreement; page 11


                                  Attachment B


PAYMENT/FEE SCHEDULE



ORDER

     Purchase order is due by:      September 10th, 1999

PAYMENT SCHEDULE

<TABLE>
<CAPTION>

          ----------------------------------- -------------- -------------------------------------------------
                     DESCRIPTION                 AMOUNT                      PAYMENT SCHEDULE
          ----------------------------------- -------------- -------------------------------------------------
<S>                                               <C>        <C>
          Prepaid Royalty                              [**]  December 15, 1999

          Knowledge Builder API                        [**]  Due September 22, 1999

          Annual Developer Support: 8/16/99            [**]  Due September 22, 1999 and annually thereafter,
          - 8/16/00                                          on August 15th of subsequent years

          (to include initial developer
          training)

          TOTAL                                        [**]
          ----------------------------------- -------------- -------------------------------------------------

</TABLE>

CATEGORY A MODULES ROYALTY PRICING SCHEDULE:

Query/Index, Auto-suggest, Categorizer, and User Agent - (total of) [**] of Net
Revenue of the Licensed Application

Import - [**] of Net Revenue of the Licensed Application

Embedded pricing referenced herein is modifiable as mutually agreed to by the
parties through an amendment to this document.

"Net Revenue" for a product means [**].

CATEGORY B AND C MODULES PRICING SCHEDULE:

Corechange may sell any Category B or C Autonomy Module as an add-on component,
and will pay to Autonomy [**] of Net Revenue of the Add-on Module, with a floor
price of [**] per server for each Module listed under Category B and a floor
price of [**] per server for each Module listed under Category C above.

SECOND LINE SUPPORT FOR END USERS:

     For end users of Licensee who purchase second line support from Licensee,
     Licensee will make an annual payment of [**] of the royalties paid by
     Licensee to Autonomy for such end users for modules (embedded or add-on
     modules), with the payments payable quarterly with the quarterly royalty
     payments and reports.


<PAGE>


                                           Autonomy, Inc. OEM Agreement; page 12


ATTACHMENT C

                                        FORM OF END USER LICENSE AGREEMENT

SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT ("AGREEMENT") is entered into as of
______________, 1999, between Autonomy, Inc., with offices located at 301 Howard
Street, San Francisco, California 94105 ("AUTONOMY"), and
__________________________, having its principal place of business at
_____________________________________ ("LICENSEE").

                                                                          [LOGO]

1.   LICENSE GRANT. Subject to the terms of this Agreement, Autonomy grants to
     Licensee a personal, non-transferable, non-sublicensable, non-exclusive
     license to use the software specified in ATTACHMENT A ("SOFTWARE"), in
     accordance with the documentation and accompanying materials
     ("DOCUMENTATION") supplied to Licensee by Autonomy. The Software shall only
     be used on the platforms specified in ATTACHMENT A ("AUTHORIZED
     PLATFORMS").

2.   OWNERSHIP. The Software, Documentation and any copies thereof are licensed
     and not sold and are protected by United States and international
     copyright, trademark, trade secret laws, as well as certain international
     treaty provisions.

3.   RESTRICTIONS. Licensee may not (a) copy the Software or the Documentation
     (other than as may be specified in ATTACHMENT A or for backup purposes);
     (b) permit individuals other than Authorized Users to use the Software or
     the Documentation; (c) rent, lease, sublicense or use the Software or the
     Documentation for service bureau purposes; or (d) reverse engineer,
     decompile or disassemble the Software.

4.   FEES; PAYMENT. The license and maintenance fees for the Software specified
     in ATTACHMENT A ("FEES") are (a) due upon execution of this Agreement and
     (b) exclusive of shipping, taxes, duties and other similar fees, all of
     which are the responsibility of and shall be paid by Licensee.

5.   UPGRADES; SUPPORT. Autonomy may, in its sole discretion, release new
     versions of the Software which contain improvements or enhancements (each
     such release an "UPDATE"). If Licensee purchases or otherwise receives an
     Update, this Agreement shall be extended to include such Update. All
     support for the Software shall be provided pursuant to the terms of a
     support agreement executed by Autonomy and Licensee.

6.   TERM. This Agreement shall remain in effect unless it is terminated earlier
     by Autonomy. Upon termination of this Agreement, Licensee shall immediately
     cease all use of the Software. Within five days after termination of this
     Agreement, Licensee shall return to Autonomy all copies of the Software and
     the Documentation (in any form or media) and shall so certify to Autonomy
     in writing.

7.   LIMITED WARRANTY. Autonomy warrants that, for a period of sixty (60) days
     after receipt by Licensee (a) the Software shall perform substantially in
     accordance with the Documentation and (b) the media upon which the Software
     is provided shall be free from defects in material and workmanship under
     normal use. This warranty covers only problems reported to Autonomy during
     the warranty period.

8.   LICENSEE REMEDIES. AUTONOMY'S ENTIRE LIABILITY, AND LICENSEE'S SOLE AND
     EXCLUSIVE REMEDY, UNDER ANY WARRANTY OR LEGAL THEORY SHALL BE LIMITED TO
     REPLACEMENT OF THE SOFT-WARE OR RETURN OF THE PRICE PAID.

9.   DISCLAIMER. AUTONOMY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
     INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY,
     FIT-NESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE
     SOFTWARE, AND THE DOCUMENTATION. EXCEPT FOR THE LIMITED WARRANTY PROVIDED
     PURSUANT TO SECTION 7, THE SOFTWARE IS PROVIDED "AS IS." Autonomy does not
     warrant that the Software or the functions contained in the Software shall
     meet Licensee's requirements, operate without interruption or be error
     free.

10.  LIMITATION OF LIABILITY. IN NO EVENT SHALL AUTONOMY BE LIABLE UNDER ANY
     CONTRACT, NEGLIGENCE, STRICT LIABILITY OR THEORY FOR ANY INDIRECT OR
     CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS,
     BUSINESS INTERRUPTION, LOSS OR INACCURACY OF INFORMATION), ARISING OUT OF
     THE USE OF OR INABILITY TO USE THE SOFTWARE, EVENT IF AUTONOMY HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUTONOMY'S
     LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE.

11.  NO ASSIGNMENT. Neither the rights nor the obligations arising under this
     Agreement are assignable or transferable by Licensee, and any such
     attempted assignment or transfer shall be void and without effect.

12.  GOVERNMENT USE. If Licensee is a unit or agency of the government, or
     acquiring the Software with government funds, the Software and
     Documentation are



<PAGE>


                                           Autonomy, Inc. OEM Agreement; page 13


     provided subject to Autonomy's standard commercial license; provided,
     however, that any contracts with non-defense agencies subject to the FAR,
     the Government shall have the rights set forth in subparagraph (c) of FAR
     52.227-19, "Commercial Computer Software-Restricted Rights," as applicable.

13.  MISCELLANEOUS. This Agreement is the complete and exclusive statement of
     the mutual understanding of the parties and supersedes any other Agreement
     relating to the Software. This Agreement shall be governed pursuant to the
     laws of the State of California and the United States without regard to the
     conflict of laws provisions thereof. The waiver by either party of a breach
     of this Agreement or any right hereunder shall not constitute a waiver of
     any subsequent breach of this Agreement; nor shall any delay by either
     party to exercise any right under this Agreement operate as a waiver of any
     such right. Any notice, report, approval or consent required or permitted
     hereunder shall be in writing and shall be deemed to have been effectively
     given: (a) immediately upon personal delivery or facsimile transmission to
     the parties to be notified, (b) one day after deposit with a commercial
     overnight courier with tracking capabilities, or (c) three days after
     deposit with the United States Postal Service, by registered or certified
     mail, postage prepaid to the respective addresses of the parties as set
     forth above. If any provision of this Agreement shall be adjudged by any
     court of competent jurisdiction to be unenforceable or invalid, that
     provision shall be limited or eliminated to the minimum extent necessary so
     that this Agreement shall otherwise remain in full force and effect and
     enforceable. The parties agree that a material breach of this Agreement
     adversely affecting Autonomy's proprietary rights in the Software would
     cause irreparable injury to Autonomy for which monetary damages would not
     be an adequate remedy and that Autonomy shall be entitled to equitable
     relief in addition to any remedies it may have hereunder or at law. SECTION
     2, SECTION 3, SECTION 4, SECTION 6, SECTION 7, SECTION 8, SECTION 9,
     SECTION 10 and this Section shall survive any termination or expiration of
     this Agreement.



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

AUTONOMY, INC.                                [LICENSEE]

By: ________________________________          By: ______________________________

Name:_______________________________          Name:_____________________________

Title:______________________________          Title:____________________________

Date:_______________________________          Date:_____________________________


<PAGE>

                                           Autonomy, Inc. OEM Agreement; page 14


               ATTACHMENT A TO FORM OF SOFTWARE LICENSE AGREEMENT


1.       AUTHORIZED PLATFORMS

2.       SOFTWARE

3.       FEES


<PAGE>

                                           Autonomy, Inc. OEM Agreement; page 15


                                  ATTACHMENT D

                      SUPPORT PROGRAM TERMS AND CONDITIONS


SUPPORT AND MAINTENANCE TERMS.

Support Services consist of error correction and telephone and e-mail support,
provided during Autonomy's normal business hours (6 a.m. to 3 p.m. PST, Monday
through Friday) and a pager number will be provided for emergency access on
weekends, to Licensee's technical support contact concerning the installation
and use of the then current release of the Software and, for a period of 12
months following general availability of the current release, the previous
sequential release. Autonomy shall make corrections in a time commensurate with
the problem, but Autonomy will use best efforts to provide at least a fix or
workaround if the problem prevents use of the Software and/or the Licensed
Application. Licensee shall designate up to two (2) individual employees of
Licensee as a technical support contact in connection with this Agreement.
Support shall include at no additional charge to Licensee improvements and
updates to the Software that Autonomy in its discretion regularly provides to
its other customers and are not designated by Autonomy as products for which it
charges a separate fee.


Autonomy shall have no obligation to support (a) altered, damaged or modified
Software or any portion of the Software incorporated into other software, (b)
Software that is not the then current or immediately previous sequential
release, (c) problems caused by Licensee's negligence, abuse, or misapplication,
or use of the Software other than as specified in Autonomy's user documentation
or other causes beyond the control of Autonomy, or (d) Software installed on a
system that is not supported by Autonomy. Autonomy shall have no liability for
any changes in Licensee's hardware which may be necessary to use the Software
due to a workaround or maintenance release.


Support Services will be charged for annually at the amount specified in
Attachment B.


Additional consulting services are available at Autonomy's then current rates
and Licensee shall pay all travel, living and other out of pocket expenses
incurred by Autonomy in the course of performing such consulting services. Upon
Licensee's request for additional consulting services, Autonomy will provide an
estimate of the costs to complete the consulting services.