<PAGE>   1
                                                                    EXHIBIT 10.5

CONFIDENTIAL TREATMENT*

*CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND "+" HAVE
BEEN USED TO IDENTIFY INFORMATION WHICH IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST.

                            MASTER ALLIANCE AGREEMENT


THIS MASTER ALLIANCE AGREEMENT (this "Alliance Agreement") is made and entered
into as of May 31, 2000 (the "Effective Date") by and between Novient, Inc., a
Georgia corporation ("Novient"), and Andersen Consulting LLP, an Illinois
partnership ("Andersen Consulting"), on behalf of and for the benefit of all
entities throughout the world comprising the Andersen Consulting organization
(as defined below).

WHEREAS, Novient is a software company that develops and markets Professional
Services Automation ("PSA") Software and its various components and tools,
listed on Schedule 1 hereto, the Documentation described in Schedule 2 hereto,
and provides related services and training materials (collectively referred to
as "Novient Products");

WHEREAS, Andersen Consulting is a consulting services firm that provides
business integration services and other consulting services; and

WHEREAS, the parties desire to create a framework and structure for a strategic
alliance (the "Alliance") under which the parties jointly would pursue
opportunities to market Novient Products and identify opportunities for Andersen
Consulting to provide integration and other consulting services.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein,
Novient and Andersen Consulting agree as follows:

1.       ALLIANCE OVERVIEW AND GOALS

         (a)      Background. Novient is a global leader in PSA, delivering
                  software solutions based on a proprietary 100% web-based
                  node-to-node technology which enables companies to match
                  internal and/or external people resources with project.

                  Andersen Consulting is a leading provider of business
                  integration services delivering integration services, human
                  performance content aggregation and integration, human
                  performance delivery services, business process management
                  services, hosting services, and consulting services
                  (collectively referred to as "Consulting Services").

         (b)      Purpose. The parties wish to form a strategic Alliance in
                  order to pursue opportunities to market Novient Products and
                  identify opportunities for Andersen Consulting to provide
                  Consulting Services.


                                       1
<PAGE>   2


         (c)      Objectives. The parties anticipate working together in a
                  number of ways pursuant to this Alliance Agreement with the
                  goal of forming a win/win relationship to maximize the
                  potential revenues and profitability of each party. Novient's
                  primary goals in connection with the Alliance are to expand
                  Novient's sales channels and customer reach, and enhance its
                  ability to deliver Novient Products and to support Andersen
                  Consulting's position as a leader in web-enabled Human
                  Performance Management solutions. Andersen Consulting's
                  primary goals in connection with the Alliance are to generate
                  "pull-through" consulting revenue, direct revenues
                  (commissions) from Novient's sale of software licenses, and
                  referral fees, and increase the market capitalization value of
                  Novient.

         (d)      Scope of Business Development Efforts. The scope of the
                  Alliance relationship will be global and cross industry. The
                  initial focus of business development will be North America;
                  however, the parties intend that their efforts will expand
                  globally as opportunities and mutual resource plans evolve. In
                  order to implement the Alliance on a global scale, it is
                  understood that all the rights and benefits of this Alliance
                  Agreement inure to the benefit of any entity comprising the
                  Andersen Consulting Worldwide Organization. For purposes of
                  this Alliance Agreement, "Andersen Consulting" shall mean
                  Andersen Consulting LLP, Proquire LLC and any of the
                  partnerships, firms, corporations, entities and individuals,
                  wherever located, which together are referred to as the
                  "Andersen Consulting Business Unit" of the Andersen Worldwide
                  Organization whether by virtue of their member firm interfirm
                  agreements with Andersen Worldwide Societe Cooperative (or any
                  successor or assignee thereto acting to coordinate the
                  business of such entities) or by virtue of ownership, direct
                  or indirect, by such an entity or otherwise being under the
                  control of or under common control, directly or indirectly,
                  with such an entity and which are thereby deemed part of the
                  Andersen Consulting Business Unit. Such Andersen Consulting
                  entities, other than Andersen Consulting LLP, will execute an
                  acknowledgment confirming such entity's participation under
                  this Alliance Agreement and an agreement to be bound hereby.

         (e)      Implementation in Other Countries. This Alliance Agreement is
                  the overall framework for the Alliance between Andersen
                  Consulting and Novient; however, it is understood that
                  specific implementation of this relationship internationally
                  will require that local country addenda be added to this
                  Alliance Agreement from time to time, executed by the Andersen
                  Consulting entity in the country and an entity representing
                  Novient; the intent is that such addendum will not modify the
                  terms of this Alliance Agreement except to the extent
                  necessary to reflect international and local business
                  conditions and legal requirements.

         (f)      Nature of Relationship. The parties agree to cooperate in
                  implementing this Alliance Agreement, to conduct the Alliance
                  in a spirit of collaboration and cooperation, and to focus
                  their efforts to build a significant and profitable
                  relationship beneficial to both parties; notwithstanding
                  anything herein to the contrary, this Alliance Agreement is
                  non-


                                       2
<PAGE>   3


                  exclusive in nature, and nothing in this Alliance Agreement is
                  intended to or shall be deemed to create a corporation,
                  partnership, joint venture, or other legal entity of any kind
                  or for any purpose as between the parties. The parties shall
                  be and remain independent contractors at all times. Neither
                  party shall be deemed a joint employer of the other's
                  employees, each party being responsible for any and all claims
                  by its employees, subject to Section 11(b). Neither party's
                  employees shall be deemed "leased" employees of the other for
                  any purpose.

         (g)      Other Opportunities. Each party shall, at all times remain
                  free to decline to pursue a specific opportunity in its
                  discretion and may work with another product or services
                  provider, which may result in competitive activities between
                  the parties. Neither party shall have any authority to, or
                  shall attempt to, bind or commit the other party for any
                  purpose without the express written consent of the other.

2.       ALLIANCE ACTIVITIES

         (a)      Key Alliance Activities. The parties have identified two
                  activities as the key aspects of the Alliance: Joint Marketing
                  and Joint Business Development. Each is described below:

                  (1)      Joint Marketing. The parties' objectives for this
                           component are to increase market share of Novient
                           Products and Andersen Consulting's Consulting
                           Services, increase market image and awareness of
                           Novient as a provider of PSA software and solutions,
                           and position Andersen Consulting as an innovative and
                           technology savvy solution provider.

                           The parties will target companies characterized as
                           among the Fortune 500 Global 2000, as well as rapidly
                           scaling companies, as identified by the parties The
                           parties will prioritize a list of targeted companies.

                           Andersen Consulting will market Novient as its
                           preferred Professional Services Automation provider;
                           Novient will market Andersen Consulting as its
                           preferred provider of business integration services.

                           Subject to the immediately following paragraph and
                           Section 8, Novient will issue a press release
                           announcing Andersen Consulting's purchase of certain
                           Novient Products and the fact that Andersen
                           Consulting has entered into the Alliance with
                           Novient. Subject to the immediately following
                           paragraph and Section 8, Andersen Consulting will
                           announce press releases when the Alliance has
                           significant wins.

                           Each party will submit to the other party, for its
                           prior written approval, which shall not be
                           unreasonably withheld or delayed, any marketing,
                           advertising, press releases or other promotional
                           material referencing the other party and/or its trade
                           names, trademarks and service marks (the "Promotional
                           Materials"). Once


                                       3
<PAGE>   4


                           approved, the Promotional Materials may be
                           continuously used by a party and its affiliates for
                           the purposes contemplated by this Alliance Agreement
                           until such approval is withdrawn with reasonable
                           prior notice. In the event such approval is
                           withdrawn, reasonably existing inventories of
                           Promotional Materials may be depleted over a mutually
                           agreed time period.

                           The parties will collect or assemble materials which
                           support the parties' activities, such as: executive
                           briefings, success stories, articles, press releases,
                           joint publications, descriptions of product
                           roll-outs/launches, descriptions of market offerings,
                           and technical documentation and materials, joint
                           collateral, business and trade events such as
                           seminars, trade shows, speaking opportunities, sales
                           team instructions, and referral programs.

                  (2)      Joint Business Development. The parties' objectives
                           for this component are to generate new business for
                           both Novient and Andersen Consulting.

                           Andersen Consulting will internally announce the
                           execution and delivery of this Alliance Agreement,
                           make available Novient marketing materials to
                           Andersen Consulting personnel, and establish
                           Novient/Andersen Consulting contact points.

                           Novient will create appropriate incentives for
                           Novient's sales people to sell Andersen Consulting's
                           services.

                           In consideration of the execution and delivery by
                           Andersen Consulting of this Alliance Agreement,
                           Novient shall issue to Andersen Consulting certain
                           warrants to purchase shares of Novient common stock
                           pursuant to that certain Warrant Issuance Agreement,
                           dated as of the date hereof, between the parties. The
                           parties acknowledge that such warrants shall be
                           deemed fully vested and are not contingent upon the
                           performance by the parties of their respective
                           obligations under this Alliance Agreement.

         (b)      Opportunity Development. In order to support the key Alliance
                  activities described above and to develop opportunities
                  consistent with the purpose of this Alliance, the parties will
                  meet to discuss staffing of any jointly targeted engagement
                  prior to meeting with the prospective client. During those
                  meetings, neither Andersen Consulting nor Novient will
                  recommend or encourage clients to request specific individuals
                  from the other organization without written pre-authorization.

                  Each party shall provide the other with advance notice of
                  opportunities to offer or provide either Novient Products or
                  Andersen Consulting's Novient product-related Consulting
                  Services, as the case may be, and each party will provide
                  commercially reasonable assistance to enable the other to
                  pursue and to negotiate an agreement to provide such Novient
                  Products or Andersen Consulting's Novient product-related
                  Consulting Services to those clients.


                                       4
<PAGE>   5


                  Andersen Consulting will introduce Novient Products to those
                  select clients identified by Andersen Consulting, as well as
                  to other clients, other internal industry groups and Andersen
                  Consulting lines of business, as it deems appropriate, and
                  will introduce members of the Novient sales force to the
                  select clients as well as a mutually agreed list of target
                  clients as part of the agreed upon marketing program and in a
                  manner consistent with the guidelines set forth in mutually
                  agreed upon teaming arrangements between the parties.
                  Similarly, Novient will introduce Andersen Consulting to those
                  select clients identified by Novient as well as to targeted
                  Novient clients.

                  The parties will endeavor to deliver complementary messages
                  when marketing each other's goods and services.

         (c)                              [++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  +].

         (d)      Teaming Agreement. In the event the parties wish to jointly
                  pursue an opportunity, for example, in connection with an RFP,
                  they will execute a mutually agreed teaming agreement to
                  describe guiding principles for account management.

3.       OPERATIONAL ASPECTS

         (a)      Training. Subject to Section 3(b), training materials that
                  Novient currently possesses, or subsequently develops during
                  the term of this Alliance Agreement, will be made
                  electronically available for internal use by Andersen
                  Consulting. Andersen Consulting will provide assistance in the
                  development of such training materials pursuant to the Master
                  Consulting Services Agreement, dated as of the date hereof,
                  between the parties.

         (b)      Access to Novient Products. In the course of working together,
                  Andersen Consulting will need access to Novient Products for
                  sales and marketing, customer projects, coordination with
                  Novient sales organization. Novient hereby grants to Andersen
                  Consulting a nonexclusive, worldwide, royalty-free, license
                  during the term of this Alliance Agreement, to market, use,
                  install, copy, and display the Novient Products and to develop
                  market offerings, solely for the following purposes: (i)
                  marketing, promoting


                                       5
<PAGE>   6


                  and demonstrating the Novient Products (either on a "stand
                  alone" basis or in conjunction with services and products of
                  Andersen Consulting or third parties) in exhibits, Andersen
                  Consulting demonstration centers, and to prospective clients
                  and Registered Prospects (as defined in paragraph (k) below);
                  (ii) developing and demonstrating implementation methodology
                  and application programs utilizing the Novient Products; (iii)
                  training Andersen Consulting personnel; and (iv) in
                  conjunction with providing Consulting Services to clients who
                  have a license from Novient for the Novient Products. During
                  the term of this Alliance Agreement, Novient will promptly
                  make available to Andersen Consulting at no charge any updates
                  and upgrades to the Novient Products that it makes available
                  to its customers receiving maintenance or support. In
                  addition, during the term of this Alliance Agreement, Novient
                  will keep Andersen Consulting informed on future product
                  releases by providing Andersen Consulting with schedules and
                  other details relating to future product releases.

                  This Alliance Agreement does not grant to Andersen Consulting
                  (i) the right to decompile, disassemble, reverse engineer or
                  attempt to reconstruct, identify or discover any source code
                  for the Novient Products, (ii) modify, or alter the Novient
                  Products in any way that jeopardizes Novient's proprietary
                  rights, (iii) provide, lend, use for timesharing or service
                  bureau purposes, or otherwise allow use or allow third parties
                  (other than agents or customers) to use the Novient Products
                  for the benefit of third parties (other than in connection
                  with marketing or demonstration uses) or (iv) any right to
                  access the Novient Product source code that is not generally
                  available to Novient's other strategic partners or customers.

         (c)      Right to Demonstrate Novient Products. Andersen Consulting
                  shall have the right to demonstrate Novient capabilities
                  associated with Andersen Consulting Market Offerings and
                  demonstrate Novient capabilities at Andersen Consulting
                  demonstration forums. Andersen Consulting shall have the right
                  to demonstrate Novient Products both to customer prospects and
                  internally with and without direct Novient participation.

         (d)      Access to Novient Product Briefings. Novient also agrees to
                  provide Andersen Consulting personnel preferred access to
                  Novient product briefings, user group meetings, learning
                  sessions and materials, and product documentation at no charge
                  to Andersen Consulting.

         (e)      Technical Support. At no charge to Andersen Consulting,
                  Novient will provide: (1) technical support assistance to
                  Andersen Consulting engagement teams who are assisting clients
                  with the implementation of Novient Products, (2) technical
                  specialists for assistance during proof of concepts or other
                  pre-sales tasks for a limited period, and (3) access to a
                  technical support hotline for all Andersen Consulting
                  personnel where Novient Products have been implemented.
                  Novient will build a team of people to


                                       6
<PAGE>   7


                  support this Alliance with Andersen Consulting. Novient shall
                  maintain a sufficient number of people to support Andersen
                  Consulting in connection with the Alliance.

         (f)      Andersen Consulting Support of Novient Products. Novient will
                  work with Andersen Consulting to support Novient Products by
                  providing on-site technical resources and pre-sales
                  assistance, all in a manner agreed upon between Novient and
                  Andersen Consulting. Andersen Consulting may from time to time
                  provide access to Andersen Consulting developed software
                  products and configuration templates for Novient's evaluation
                  of possible use in future releases of Novient Products. Any
                  such use may only be with the execution of a written agreement
                  granting Novient the rights to use the Andersen Consulting
                  materials upon terms and conditions (including, if
                  appropriate, a licensing fee and conditions on term and use)
                  that are mutually acceptable to Andersen Consulting and
                  Novient.

         (g)      Responsibility for Products and Services. Each party shall be
                  and remain fully responsible for its products and services and
                  for all licenses and other arrangements with users of its
                  products and/or services, including providing warranties,
                  maintenance and support. Novient will be solely responsible
                  for obtaining any and all rights necessary to allow Andersen
                  Consulting to market, in accordance with this Alliance
                  Agreement, any computer code, modules, programs, data files,
                  including documentation that is proprietary to a third party
                  and that is embedded or that is inseparable from a Novient
                  Product ("Third Party Products"), including responsibility for
                  any administrative or financial arrangements in relation to
                  such Third Party Products.

         (h)      Subcontractor Relationships. Generally, Novient will be the
                  licensor of its product to end users, while Andersen
                  Consulting will contract directly with end users for Andersen
                  Consulting's Consulting Services. The foregoing
                  notwithstanding, the parties understand that from time to time
                  the needs or desires of a prospective licensee of Novient
                  Products may require one of the parties to act as a prime
                  contractor, with the other acting as a subcontractor. Any such
                  prime-subcontractor relationship shall be pursuant to a
                  separate written agreement between the parties for that
                  purpose. When such an agreement has been developed it will be
                  used as the basis to further such relationships as
                  appropriate. Andersen Consulting reserves the right to have
                  another of Andersen Consulting's affiliates or contractors act
                  as prime contractor for licensing of Novient Product in such a
                  situation.

         (i)      Payment Obligations. There shall be no payments or obligations
                  to pay between the parties except as expressly provided in
                  this Alliance Agreement. Except as expressly provided in this
                  Alliance Agreement, neither party shall have any right to
                  share in any revenues derived by the other, nor shall there be
                  any sharing of revenue of any kind as a result of joint
                  marketing activities hereunder. Each party shall be fully
                  responsible for


                                       7
<PAGE>   8


                  its costs or expenses in performing under this Alliance
                  Agreement except as expressly provided to the contrary in this
                  Alliance Agreement.

         (j)      Pricing Model. Novient will not create pricing models or
                  discount structures for any other person or entity more
                  favorable than those granted to Andersen Consulting pursuant
                  to this Alliance Agreement, assuming comparable relationships
                  and level of commitment by each party.

         (k)      Marketing Assistance Fees. In all opportunities which the
                  parties' Alliance Managers agree to jointly pursue a
                  prospective client (together with any of its affiliates, a
                  "Registered Prospect"), Novient shall pay Andersen Consulting
                  a fee (a "Marketing Assistance Fee" or "MAF") equal to
                  [+++++] of the "initial software license revenue" received by
                  Novient where both (i) Novient licenses or provides access to
                  any version or release of any of the Novient Products to a
                  Registered Prospect and (ii) Andersen Consulting has provided
                  Significant Sales Support (as defined in Section 3(l)).
                  Notwithstanding the foregoing, Andersen Consulting will be
                  entitled to a MAF equal to [+++++] of the "initial software
                  license revenue," less any royalty payments to third parties
                  (the "[+++++] MAF"), when Andersen Consulting has significant
                  influence over the Registered Prospect's decision making
                  process by (a) owning 10% or more of the outstanding equity
                  securities of the Registered Prospect, (b) controlling a
                  majority of the members of the Board of Directors of such
                  Registered Prospect or (c) including such Registered Prospect
                  in a service market exchange where it will be linked directly
                  to Andersen Consulting's use of the Novient Products. Once an
                  aggregate amount of the [+++++] MAF paid to Andersen
                  Consulting exceeds [++++++++++], the MAF for all Registered
                  Prospects over which Andersen Consulting has significant
                  influence (as described above) during the remainder of the
                  term of this Alliance Agreement will be [+++++] of the
                  "initial software license revenue" less any royalty payments
                  to third parties. The "initial software license revenue"
                  includes, for each Registered Prospect, (1) all license,
                  access or similar fees paid under the first agreement (the
                  "Initial Agreement") where Novient licenses or provides access
                  to any version or release of any of the Novient Products to
                  such Registered Prospect other than on a trial or
                  demonstration basis (all such agreements being a "License
                  Agreement") and (2) all license, access or similar fees paid
                  under any License Agreement that Novient enters into with the
                  Registered Prospect within 6 months after entering into the
                  Initial Agreement, in each case, exclusive of any (x) sales,
                  use, withholding, excise, value-added, services, consumption,
                  invoicing, transfer or other transaction-specific taxes with
                  respect to the grant of such license or access and (y) net of,
                  and only of, any concessions, price reductions, or other
                  discounts actually granted by Novient to the Registered
                  Prospect. With respect to Registered Prospects over which
                  Andersen Consulting has significant influence (as described
                  above), Novient shall price its products in such a manner that
                  each party's net proceeds of the "initial software license
                  revenue" pursuant to the MAF shall not be less than [++++++++]
                  per user. With respect to all other Registered Prospects,
                  Novient shall price


                                       8
<PAGE>   9


                  its products in such a manner that Novient's and Andersen
                  Consulting's net proceeds of the "initial software license
                  revenue" pursuant to the MAF shall not be less than [++++++++]
                  per user and [++++++++] per user, respectively.

         (l)      Significant Sales Support. "Significant Sales Support" means
                  any activities that may include, for example, any of the
                  following: pre-solicitation activities, solicitation analysis
                  and questions/shaping, proposal strategy development and
                  drafting, oral presentations, pre-award technical requirements
                  (e.g., demonstrations and benchmark tests) or similar forms of
                  resource investment in opportunities. Notwithstanding the
                  forgoing, if Andersen Consulting performs the sales activities
                  described in the applicable Prospect Registration Form (as
                  defined in Section 3(m)) as and when reasonably requested by
                  Novient, Andersen Consulting will be deemed to have provided
                  Significant Sales Support.


         (m)      Registered Prospects Notification. When the parties desire to
                  jointly pursue a Registered Prospect, the parties will
                  complete and execute a "Prospect Registration Form," in
                  substantially the form set forth in Exhibit A attached hereto.
                  Each Prospect Registration Form will describe the Registered
                  Prospect, the project and the specific sales activities
                  expected to be performed by each party. Notwithstanding the
                  foregoing, if Andersen Consulting provides Significant Sales
                  Support, the failure to have a complete and fully executed
                  Prospect Registration Form will not prevent Andersen
                  Consulting from receiving the appropriate MAF, provided, that
                  prior to the 90th day after a License Agreement has been
                  entered into with the Registered Prospect, Anderson Consulting
                  has taken commercially reasonable efforts to complete a
                  Prospect Registration Form and to submit such form to Novient.
                  Each party will, at the other party's request, complete and
                  execute a Prospect Registration Form in good faith for any
                  ongoing marketing effort or transaction with a Registered
                  Prospect for which a Prospect Registration Form has not been
                  previously executed. The Prospect Registration Form will, at a
                  minimum, reflect the actual efforts that Andersen Consulting
                  has provided prior to execution thereof.

         (n)      Registered Prospects. Novient will recommend Andersen
                  Consulting to each Registered Prospect as a strategic provider
                  of Consulting Services for the Novient Products and will
                  provide Andersen Consulting with the opportunity to
                  participate in joint marketing and proposal opportunities with
                  respect to the Registered Prospect. Andersen Consulting will
                  recommend Novient as its strategic technology provider of PSA
                  software solutions.

         (o)      Payment of Fees. Novient will pay Marketing Assistance Fees to
                  Andersen Consulting within 30 days after Novient receives
                  payment from the Registered Prospect. Each MAF will be
                  accompanied by a report listing the license fee payments to
                  Novient for which the MAF is being paid and identifying the
                  applicable License Agreements. Novient will also provide
                  excerpts from each applicable License Agreements describing
                  any and all payments to be made to Novient under such License
                  Agreement. Any payments due by


                                       9
<PAGE>   10


                  one party to the other party under this Alliance Agreement
                  will be payable in U.S. dollars. For Novient Products licensed
                  outside the United States, the United States dollar equivalent
                  amount due to Andersen Consulting for MAFs will be determined
                  by the exchange rate in effect as of the date that Novient
                  receives payment from the Registered Prospect.

         (p)      Taxes. Novient or its applicable client, as agreed upon
                  between Novient and such client pursuant to a separate written
                  agreement, shall pay for all taxes in connection with the
                  licensing of Novient Products to such client, including any
                  sales, use, excise, value-added, services, consumption,
                  withholding, invoicing and other taxes. Andersen Consulting or
                  its applicable client, as agreed upon between Andersen
                  Consulting and such client pursuant to a separate written
                  agreement, shall pay for all taxes in connection with the
                  provision of services by Andersen Consulting to such client,
                  including any sales, use, excise, value-added, services,
                  consumption, withholding, invoicing and other taxes. Each
                  party shall provide and make available to the other
                  information regarding out-of-state or out-of-country sales or
                  use of equipment, materials, or services, and other exemption
                  certificates or information reasonably requested by the other
                  party. Each party shall use reasonable efforts to promptly
                  notify the other party of, and coordinate with such other
                  party the response to and settlement of, any claim for taxes
                  asserted by applicable taxing authorities for which such
                  original party is responsible hereunder.

         (q)      Recording of Fees. Novient will keep accurate and complete
                  records ("Records") of its License Agreements, licensing
                  activities and license revenue from Novient Products,
                  including all documents required for the full computation and
                  verification of MAFs, for as long as Novient is obligated to
                  pay MAFs plus an additional 24 months. Andersen Consulting
                  shall be permitted, at its expense and on reasonable advance
                  notice to Novient, to audit the calculation of MAFs and the
                  corresponding Records but not more frequently than once per
                  year. If an audit reveals an underpayment or overpayment of
                  MAFs, the appropriate party will promptly remit the amount of
                  the underpayment or over payment to the other party. If an
                  audit reveals an underpayment of MAFs greater than 5% in any
                  12-month period, Novient agrees to reimburse Andersen
                  Consulting for its costs for the audit. If an audit reveals an
                  overpayment or underpayment of greater than 5%, Andersen
                  Consulting will thereafter have the right to conduct audits
                  once per quarter instead of once per year.

         (r)      No Disincentives. Novient will not intentionally create
                  disincentives or penalties for its Novient employees, such as
                  reduced commission, compensation or any other manner for
                  selling Novient Products or other software or learning content
                  to the clients targeted by the parties, other Andersen
                  Consulting clients, or clients within the targeted market
                  segments.


                                       10
<PAGE>   11


         (s)      Professional fees charged to Registered Products. Andersen
                  Consulting will retain 100% of its professional fees related
                  to its Consulting Services (and any other products or
                  services) provided to Registered Prospects or other third
                  parties.

         (t)      Disclosure of Rates. Neither party shall disclose any billing
                  or cost rates of the other party hereto to any Registered
                  Prospect without prior written approval from such party.

4.       RELATIONSHIP AND INTERNAL MANAGEMENT

         (a)      Alliance Management Executive. The parties' objectives for
                  this aspect of the Alliance are to improve client
                  satisfaction, create a win/win relationship, and to drive the
                  growth of each party's market share. In order to accomplish
                  these results, Andersen Consulting and Novient shall, within a
                  reasonable time following the Effective Date, designate an
                  "Alliance Executive" to be its principal representative in
                  connection with performance under this Alliance Agreement.
                  Each Alliance Executive will be responsible for promoting the
                  products or services of the other party within the Alliance
                  Executive's respective organization.

         (b)      Alliance Manager. Each of Andersen Consulting and Novient
                  shall also within a reasonable time following the Effective
                  Date designate an "Alliance Manager", responsible for the
                  overall on-going and day-to-day management of the
                  relationship. The Alliance Managers shall meet/speak
                  periodically, but not less than monthly. The Alliance Manager
                  will be a party's primary or first point of contact for all
                  relationship matters under this Alliance Agreement.

         (c)      Changes. Either party shall have the right to change
                  participants described above by providing written notice to
                  the other party, although in any case a party's
                  representatives shall always have sufficient seniority and
                  authority for the role, and shall be reasonably acceptable to
                  the other party.

5.       TERM AND TERMINATION

         (a)      Term. The initial term of this Alliance Agreement shall be two
                  (2) years from the Effective Date (the "Initial Term"). Unless
                  either party notifies the other at least 60 days prior to
                  expiration of the Initial Term of its intent not to renew,
                  this Alliance Agreement shall automatically renew for
                  successive one (1) year renewal terms on the terms set forth
                  in this Alliance Agreement unless either party notifies the
                  other in writing at least 60 days prior to expiration of any
                  such renewal term of its intent to renegotiate or terminate
                  this Alliance Agreement.

         (b)      Termination for Cause. Either party may terminate this
                  Alliance Agreement at any time for material breach by the
                  other of any term of this Alliance Agreement, provided it has
                  given the other party prompt notice of the breach, identifying
                  specifically the breach, and


                                       11
<PAGE>   12


                  provided further that the breaching party has not cured the
                  breach within 30 days of its receipt of the notice.

         (c)      Termination Without Cause. Either party may terminate this
                  Alliance Agreement at any time upon at least 60 days prior
                  written notice to the other party; provided, however, that if
                  as a result of their joint marketing efforts, either party has
                  entered into negotiations to provide Novient Products or
                  Andersen Consulting's Consulting Services, as the case may be,
                  then the termination shall not be effective until the
                  completion of such negotiations.

         (d)      Outstanding Payments. Upon any expiration or termination of
                  this Alliance Agreement, the parties agree that any fees due
                  to the other party pursuant to the Alliance and/or this
                  Alliance Agreement shall be paid promptly to the other party.

         (e)      Survival. Upon any termination or expiration of this Alliance
                  Agreement, the provisions of Sections 1(f), 3(g), 3(I), 3(k),
                  3(o), 3(p), 3(q), 5, 6, 7, 8, 9, 10, 11 and 12 shall survive,
                  as shall any prime-subcontracts or licenses granted hereunder
                  (which shall be governed by their own terms).

6.       INTELLECTUAL PROPERTY

         (a)      Definitions.

                  (1)      "Work Products" shall mean all inventions, whether or
                           not patentable, know-how, original works of
                           authorship, developments, improvements or trade
                           secrets (including, but not limited to, computer
                           software or related product, such as learning
                           materials, product documentation, presentations,
                           marketing collateral, etc.) developed by either
                           Novient or Andersen Consulting (either independently
                           or in concert with the other party) pursuant to this
                           Alliance Agreement, other than either party's
                           Pre-Existing Intellectual Property (as defined in
                           Section 4.6).

                  (2)      "Proprietary Rights" shall mean rights in any
                           tangible or intangible property that is protected by
                           any letters patent, trade secret, copyright,
                           trademark, service mark, trade name or similar
                           proprietary rights recognized by common law or
                           statute.

         (b)      Ownership of Novient Developed Work Products. Without
                  otherwise limiting Andersen Consulting's rights in its
                  Knowledge Capital (as defined in Section 6(e)), Novient shall
                  own all Proprietary Rights in all Work Products developed
                  principally by Novient. Andersen Consulting hereby assigns all
                  Proprietary Rights in such Novient-owned Work Products to
                  Novient. Notwithstanding the foregoing, Novient agrees that if
                  any such Novient-owned Work Products contain information that
                  is confidential to Andersen Consulting, it shall be used by
                  Novient only in accordance with Section 7 below. Novient
                  hereby grants to Andersen Consulting a non-exclusive,
                  perpetual, irrevocable,


                                       12
<PAGE>   13


                  worldwide, non-transferable, paid-up license to use,
                  sublicense, copy, maintain, modify, enhance, prepare marketing
                  related works (as described in Section 3(b)) and distribute
                  such Novient-owned Work Product in connection with Andersen
                  Consulting's business.

         (c)      Ownership of Andersen Consulting Developed Work Products.
                  Without otherwise limiting Novient's rights in its Knowledge
                  Capital, Andersen Consulting shall own all Proprietary Rights
                  in any Work Products developed principally by Andersen
                  Consulting. Novient hereby assigns all Proprietary Rights in
                  such Andersen Consulting-owned Work Products to Andersen
                  Consulting. Notwithstanding the foregoing, Andersen Consulting
                  agrees that if any such Andersen Consulting-owned Work
                  Products contain information that is confidential to Novient,
                  it shall be used by Andersen Consulting only in accordance
                  with Section 7 below. Andersen Consulting hereby grants to
                  Novient a non-exclusive, perpetual, irrevocable, worldwide,
                  non-transferable, paid-up license to use, sublicense, copy,
                  maintain, modify, enhance, prepare marketing related works (as
                  described in Section 3(b)) and distribute such Andersen
                  Consulting-owned Work Products in connection with Novient's
                  business.

         (d)      Ownership of Jointly Developed Works. The parties' rights in
                  jointly developed Work Products shall be as provided in
                  specifically written "Joint Development Agreements" to be
                  executed and delivered by the parties.

         (e)      Knowledge Capital. Regardless of how Work Product is
                  characterized and subject to each party's confidentiality
                  obligations pursuant to Section 7, each party shall have and
                  retain all rights and interests in all information in
                  non-tangible form, which may be retained by persons (in their
                  memories) who may have access to the Work Product, including
                  their ideas, concepts, know-how, techniques, skills, and
                  processes, irrespective of whether possessed by the parties
                  prior to, or refined during the course of an engagement under
                  this Alliance Agreement (collectively referred to as
                  "Knowledge Capital").

         (f)      Further Assurances. The parties shall cooperate with each
                  other and execute such other documents as may be necessary and
                  appropriate to perfect ownership and licensing rights granted
                  in this Section 6.

         (g)      Independent Development. Subject to the rights and interests
                  which may be conveyed under this Section 4 and subject to the
                  party's confidentiality obligations described in Section 7, in
                  no event shall either party be precluded from developing for
                  itself, or for others, materials which are competitive with
                  the Work Products, irrespective of their similarity to the
                  Work Products.

         (h)      Reservation of Title. Notwithstanding any other provision of
                  this Alliance Agreement to the contrary, as between the
                  parties, each party will be the sole and exclusive owner of
                  all of its respective Proprietary Rights to all software,
                  processes, methodologies, design


                                       13
<PAGE>   14


                  guides, developmental tools, techniques and technical business
                  information that (i) is owned or developed by or on behalf of
                  such party or its affiliates before the Effective Date, (ii)
                  is refined during the course of an engagement under this
                  Alliance Agreement, (iii) is subsequently acquired or
                  independently developed by or on behalf of such party or its
                  affiliates after the Effective Date without the use of the
                  intellectual property of the other party or (iv) constitutes
                  derivative works of the items specified in clause (i), (ii) or
                  (iii) above (collectively, with respect to each party,
                  "Pre-Existing Intellectual Property").

         (i)      Pre-Existing Andersen Consulting Materials. In the course of
                  performance hereunder, Andersen Consulting may use products,
                  materials, tools and methodologies that are proprietary to
                  Andersen Consulting or to third parties (collectively
                  "Proprietary Items"). As between Novient and Andersen
                  Consulting, Proprietary Items will be deemed Confidential and
                  Proprietary Information of Andersen Consulting for purposes of
                  Section 7. Included among the Proprietary Items of Andersen
                  Consulting are tools that Andersen Consulting identifies as
                  Solution Construction Aids ("SCAs"), which Andersen Consulting
                  makes available to clients under separate licensing terms.
                  Novient shall have or obtain no rights in such Proprietary
                  Items (or in any modifications or enhancements to them) other
                  than (i) to use them as authorized by Andersen Consulting in
                  writing from time to time solely for purposes of performing
                  under this Alliance Agreement or (ii) pursuant to Andersen
                  Consulting's standard license for such Proprietary Items or,
                  in the case of Proprietary Items owned by third parties,
                  pursuant to terms acceptable to the applicable third party. If
                  Proprietary Items are made available to Novient under (i)
                  above, they will be made available in an "AS IS" condition and
                  without express or implied warranties of any kind; those
                  Proprietary Items made available under (ii) above shall be
                  subject only to applicable terms of the applicable license.

7.       CONFIDENTIALITY.

         (a)      For purposes of this Alliance Agreement, "Trade Secrets" means
                  information, including, but not limited to, technical or
                  non-technical data, formulas, patterns, compilations,
                  programs, devices, methods, techniques, drawings, processes,
                  financial data, financial plans, product plans, or a list of
                  actual or potential customers or suppliers, which constitutes
                  a trade secret under applicable law; "Confidential
                  Information" means information, other than Trade Secrets, that
                  is of value to its owner and is treated as confidential.
                  During the term of this Alliance Agreement, each party may be
                  given access to Trade Secrets or Confidential Information of
                  the other (the "Owner") that (i) has been labeled as
                  confidential information, (ii) is identified by the disclosing
                  party as confidential information in a contemporaneous
                  writing, or (iii) is provided under circumstances in which the
                  parties knew or reasonably should have known from the
                  circumstances of the disclosure that the information was
                  confidential (collectively,


                                       14
<PAGE>   15


                  "Confidential and Proprietary Information"). In connection
                  therewith, the subsections set forth below shall apply.

         (b)      The Confidential and Proprietary Information of the Owner may
                  be used by the receiver ("Recipient") only in connection with
                  the purposes of this Alliance Agreement.

         (c)      The Recipient agrees to protect the confidentiality of the
                  Owner's Confidential and Proprietary Information in the same
                  manner that it protects the confidentiality of its own
                  proprietary and confidential information of like kind, but in
                  no event shall the Recipient exercise less than reasonable
                  care in protecting the Owner's Confidential and Proprietary
                  Information. Access to the Confidential and Proprietary
                  Information shall be restricted to Andersen Consulting and
                  Novient personnel engaged in a use permitted hereby.

         (d)      Except as otherwise provided by this Alliance Agreement, the
                  Confidential and Proprietary Information may not be copied or
                  reproduced without the Owner's prior written consent.

         (e)      Except as otherwise provided by this Alliance Agreement, all
                  Confidential and Proprietary Information made available
                  hereunder, including copies thereof, shall be returned or
                  destroyed upon the first to occur of (a) termination or
                  expiration of this Alliance Agreement or (b) request by, or on
                  behalf of, the Owner.

         (f)      Nothing in this Alliance Agreement shall prohibit or limit
                  either party's use of information (including, but not limited
                  to, ideas, concepts, know-how, techniques, and methodologies)
                  (i) previously known to it without an obligation of
                  confidence, (ii) independently developed by or for it, (iii)
                  acquired by it from a third party which is not, to its
                  knowledge, under an obligation of confidence with respect to
                  such information, or (iv) which is or becomes publicly
                  available through no breach of this Alliance Agreement.

         (g)      If a Recipient receives a subpoena or other validly issued
                  administrative or judicial process requesting Confidential and
                  Proprietary Information of the Owner, it shall provide prompt
                  notice to the Owner of such receipt. The party receiving the
                  subpoena shall thereafter be entitled to comply with such
                  subpoena or other process to that extent permitted by law.

         (h)      In connection with the Alliance, Andersen Consulting may from
                  time to time undertake one or more quality assessment reviews.
                  In order for such reviews to be frank and candid, for the
                  greatest benefit to both Novient and Andersen, they should be
                  kept confidential to the greatest extent possible. The parties
                  agree that any documentation created in connection with such
                  quality assessment reviews shall be Confidential and
                  Proprietary Information of Andersen Consulting.


                                       15
<PAGE>   16


         (i)      With respect to Trade Secrets that constitute Confidential and
                  Proprietary Information, the obligations in this Section 7
                  shall continue for so long as such information constitutes a
                  Trade Secret. With regard to Confidential Information that
                  constitutes Confidential and Proprietary Information, the
                  obligations in this Section 7 shall continue for the term of
                  this Alliance Agreement and for 5 years thereafter.

8.       PUBLICITY

         All press releases, publicity, marketing or sales materials, or other
materials developed by or on behalf of either party to further the purposes of
this Alliance Agreement that refer to this Alliance Agreement or the
relationship between the parties, or otherwise use the name or trademark of the
other party, shall be subject to prior review and written approval by the
Alliance Executive of the other party. Under no circumstances, without prior
written approval, shall either party reference this relationship, and/or use
either party's name, brand, and/or logo in any external market communications,
publications, websites, or in any other manner. The parties may designate types
or classes of materials that will be previously approved by the parties and
therefore do not require additional approval at the time of use/issuance.
Nothing in this Alliance Agreement conveys any license or right to any
trademark, service mark, trade name or other name of either party. The foregoing
notwithstanding, either party may include factual descriptions of the
relationship between the parties in presentations without consent.

9.       NOTICES

         Any notice or formal communication required or permitted under this
         Alliance Agreement shall be in writing and effective either when
         delivered personally to the party for whom intended, or 5 days
         following deposit of the same into the United States mail (certified
         mail, return receipt requested, or first class postage prepaid),
         facsimile (with confirmation of delivery) or overnight delivery
         services ( with confirmation of delivery), addressed to such party at
         the address set forth below. Either party may designate a different
         address by notice to the other given in accordance herewith.

         If intended for Andersen Consulting:

                  Bret H. Bero
                  Andersen Consulting LLP
                  100 William Street
                  Wellesley, MA 02481

                  With copies of any notice of breach or other legal action to:

                  General Counsel
                  Andersen Consulting LLP
                  100 South Wacker Drive, Ste. 500
                  Chicago, IL 60606


                                       16
<PAGE>   17


         If intended for Novient:

                  Mr. R. Halsey Wise
                  President and COO
                  Novient, Inc.
                  3525 Piedmont Road
                  Seven Piedmont Center, Suite 500
                  Atlanta, GA 30305

10.      NON-SOLICITATION.

         Except as the other party expressly authorizes in writing in advance,
neither party shall solicit, offer work to, employ, or contract with, whether as
a partner, employee or independent contractor, directly or indirectly, any
Personnel (as defined below) of the other party during such Personnel's
participation in activities pursuant to this Alliance Agreement or during the 12
months thereafter. The foregoing restriction shall not apply to employment in
response to general solicitations not directed to a specific individual or group
of individuals within either Novient's or Andersen Consulting's organizations.
Each party acknowledges that: (a) the other party has a valid interest in
maintaining a stable work force; (b) this provision is reasonably tailored to
that purpose; and (c) that the liquidated damages amount is a reasonable
approximation of the costs and damages that a party would incur as a result of
such action by the other party. For purposes of this Alliance Agreement,
"Personnel" includes any individual a party employs as a partner, employee or
independent contractor and with which a party comes into direct contact in the
course of this Alliance Agreement.

11.      INDEMNIFICATION

         (a)      Each party shall defend, indemnify and hold harmless the other
                  party and its officers, partners, employees, affiliates and
                  agents from and against any loss, claim, damage or liabilities
                  (or actions in respect thereof that may be asserted by any
                  third party) that may result from any third party claims
                  arising out of or relating to that party's products or
                  services and will reimburse the other party for all expenses
                  (including counsel fees) as incurred by such party in
                  connection with any such action or claim.

         (b)      Each party shall indemnify, defend and hold harmless the other
                  party and its officers, partners, employees, affiliates and
                  agents, from and against any third party claims, demands,
                  loss, damage or expense relating to bodily injury or death of
                  any person or damage to real and/or tangible personal property
                  directly caused by the negligence or willful misconduct of the
                  indemnifying party, its personnel or agents in connection with
                  the Alliance hereunder.


                                       17
<PAGE>   18


         (c)      Upon notice by a party in writing of a third party claim
                  against such party (the "Indemnified Party") that any products
                  and services of the other party (the "Indemnifying Party")
                  infringe any patent, copyright, trade secret, or other
                  intellectual property right of any third party, the
                  Indemnifying Party will defend such claim at its expense and
                  will pay any costs or damages that may be finally awarded
                  against the Indemnified Party. The Indemnifying Party will not
                  indemnify the Indemnified Party, however, to the extent that
                  the claim of infringement is caused by (1) the Indemnified
                  Party's misuse or modification of such products and services
                  in a manner not reasonably contemplated by this Alliance
                  Agreement; or (2) the Indemnified Party's use of the products
                  and services in combination with any product or information
                  not reasonably contemplated by this Alliance Agreement and the
                  applicable documentation.

         (d)      To receive the foregoing indemnities, the party seeking
                  indemnification must promptly notify the other in writing of a
                  claim or suit and provide reasonable cooperation (at the
                  indemnifying party's expense) and full authority to defend or
                  settle the claim or suit. The indemnifying party shall have no
                  obligation to indemnify the indemnified party under any
                  settlement made without the indemnifying party's written
                  consent.

         (e)      The limit of each party's liability (whether in contract,
                  tort, negligence, strict liability in tort or by statute or
                  otherwise) to other, arising out of or in any manner related
                  to this Alliance Agreement, for any and all claims, shall not
                  in the aggregate exceed the sum of US$1,000,000. In no event
                  shall either party be liable for consequential, incidental or
                  punitive loss, damage or expenses (including but not limited
                  to business interruption, lost business, or lost savings) even
                  if it has been advised of their possible existence. The
                  foregoing limitations and exclusions shall not apply to (i)
                  the parties' respective indemnification obligations set forth
                  in Section 3(g), 11(a), 11(b), 11(c), 11(d), or (ii) Novient's
                  payment obligations pursuant to Section 3(k). Any action by
                  either party must be brought within two 2 years after the
                  cause of action arose.

         (f)      The allocations of liability in this Section 11 represent the
                  agreed and bargained-for understanding of the parties. The
                  parties agree further that they will look only to the assets
                  of the other party in connection with the liabilities
                  hereunder and in no event shall they have any claim against
                  any shareholder, partner or holder of an ownership interest in
                  the other party in connection with this Alliance Agreement.

12.      MISCELLANEOUS

         (a)      Non-assignment. The terms and conditions of this Alliance
                  Agreement shall inure to the benefit of, and shall be binding
                  upon, the parties and their respective successors and
                  permitted assigns. Neither this Alliance Agreement nor any of
                  the rights or obligations hereunder shall be assigned by
                  either party without the prior written consent of the other
                  party, provided that either party may assign this Alliance
                  Agreement to any successor of substantially all of its
                  business without consent.


                                       18
<PAGE>   19


         (b)      Entire Agreement. This Alliance Agreement, together with the
                  Schedules and Exhibits, constitute the entire business
                  agreement between the parties hereto and supersedes any and
                  all prior agreements, arrangements and/or understandings
                  between the parties, whether or oral or written, relating to
                  the subject matter hereof. No other agreements,
                  representations, warranties or other matters, whether oral or
                  written, shall be deemed to bind the parties hereto with
                  respect to the subject matter hereof. This Alliance Agreement
                  shall not be deemed or construed to be modified or amended
                  except by written agreement of the parties.

         (c)      No Waiver. The failure of either party at any time to require
                  performance by the other of any provision hereof shall in no
                  way constitute a waiver thereof unless waived in writing. Nor
                  shall the waiver of any breach of any provision hereof be held
                  to be a waiver of any subsequent breach of such provision or
                  any other provision.

         (d)      Force Majeure. Neither party shall be liable for any delays or
                  failures in performance (other than payment obligations
                  hereunder) due to circumstances beyond its reasonable control.

         (e)      Conflict Resolution. The parties agree that in the event of a
                  dispute or alleged breach of this Alliance Agreement, they
                  will work together in good faith first to resolve the matter
                  internally with the participation of the Alliance Managers by
                  escalating it to higher levels of management (first to the
                  Alliance Managers, then to the Alliance Executives) and then,
                  if necessary, to use a mutually agreed alternative dispute
                  resolution technique prior to resorting to litigation. This
                  provision shall not apply to disputes involving
                  confidentiality or infringement of intellectual property
                  rights (in which case either party shall be free to seek
                  available remedies in any forum).

         (f)      Specific Performance. Each party acknowledges and agrees that
                  any breach of the agreements and covenants contained in this
                  Alliance Agreement would cause irreparable injury to the other
                  party for which such other party would have no adequate remedy
                  at law. In addition to any other remedy for which a party may
                  be entitled, each party agrees that temporary and permanent
                  injunctive and other equitable relief and specific performance
                  may be granted without proof of actual damages or inadequacy
                  of legal remedy in any proceeding that may be brought to
                  enforce any of the provisions of this Alliance Agreement.

         (g)      Warranty. Each party agrees that its obligations and
                  responsibilities under this Alliance Agreement will be
                  performed in a good and workmanlike manner, and will reperform
                  any work not in compliance with this warranty brought to its
                  attention within a reasonable time. Neither party makes any
                  representations or warranties to the other regarding specific
                  results of the joint or separate marketing activities, or with
                  respect to products and services it contributes, under this
                  Alliance Agreement.


                                       19
<PAGE>   20


                  THE PRECEDING IS EACH PARTY'S ONLY WARRANTY MADE IN CONNECTION
                  WITH THIS ALLIANCE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER
                  WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING
                  ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
                  MERCHANTABILITY OR OTHERWISE.

         (h)      No Third Party Beneficiaries. Except for the indemnitees
                  specifically identified in Section 11, nothing contained in
                  this Alliance Agreement is intended to confer upon any person
                  (other than the parties hereto) any rights, benefits, or
                  remedies of any kind or character whatsoever, and no person
                  shall be deemed a third party beneficiary under or by reason
                  of this Alliance Agreement.

         (i)      Modification. This Alliance Agreement may not be modified or
                  amended except by the mutual written agreement of the parties.
                  No waiver of any provision of this Alliance Agreement shall be
                  effective unless it is in writing and signed by the party
                  against which it is sought to be enforced.

         (j)      Governing law. This Alliance Agreement shall be governed by
                  and construed in accordance with the laws of the State of
                  Georgia, without regard to its conflict of law rules. The
                  parties expressly agree to exclude the application of the U.N.
                  Convention on Contracts for the International Sale of Goods
                  (1980) to this Alliance Agreement and the performance of the
                  parties contemplated herein, to the extent that such
                  convention might otherwise be applicable.

         (k)      Severability. If any term or provision of this Alliance
                  Agreement is found by a court of competent jurisdiction to be
                  invalid, illegal or otherwise unenforceable, the same shall
                  not affect the other terms or provisions hereof or the whole
                  of this Alliance Agreement, but such term or provision shall
                  be deemed modified to the extent necessary in the court's
                  opinion to render such term or provision enforceable, and the
                  rights and obligations of the parties shall be construed and
                  enforced accordingly, preserving to the fullest permissible
                  extent the intent and agreements of the parties herein set
                  forth.

         (l)      Counterparts. This Alliance Agreement may be executed in
                  counterparts or duplicate originals, both of which shall be
                  regarded as one and the same instrument, and which shall be
                  the official and governing version in the interpretation of
                  this Alliance Agreement.

            [The remainder of this page is intentionally left blank.]


                                       20
<PAGE>   21


         IN WITNESS WHEREOF, the parties have duly executed and accepted this
Alliance Agreement as of the Effective Date.

                                      ANDERSEN CONSULTING LLP


                                      By: /s/ Bret H. Bero
                                         --------------------
                                      Name:  Bret H. Bero
                                           ------------------
                                      Title:  Partner
                                            -----------------

                                      NOVIENT, INC.


                                      By: /s/ R. Halsey Wise
                                         --------------------
                                      Name:  R. Halsey Wise
                                           ------------------
                                      Title:  President
                                            -----------------


                                       21
<PAGE>   22


                                   SCHEDULE 1

The term "Professional Services Automated Software" as used in this Alliance
Agreement includes:

         Novient eServices - Resources



         The above product includes:

         (i)      Novient eServices Platform

                  -        OLAP Analysis (Viewer must be licensed separately)

                  -        Standard/Ad Hoc Reporting

                  -        Knowledge Repository

                  -        Microsoft Office and Project Integration

                  -        Seagate Crystal Reports Integration

                  -        System and Security Administration

                  -        Intelligent Server Network (DAIC)

                  -        Anonymous View

                  -        Decision Dashboard

                  -        Service Agents

                  -        Service Support

                  -        Online Help

                  -        Crystal Reports for use with Novient Software



         (ii)     Novient eServices Tools

                  -        Bulk Load Utility

                  -        Published API's for Front and Back Office Integration


                                       22
<PAGE>   23


Professional Services Automated Software also includes all revisions, patches,
fixes, new releases and other improvements to the Software, including support
services deliverables, provided to Andersen Consulting and/or its affiliates
under this Alliance Agreement, the Software License Agreement, dated as of the
date hereof, between Proquire LLC and Novient or any other agreement between the
parties.


                                       23
<PAGE>   24


                                   SCHEDULE 2

The following table describes the printed documents that the Novient
documentation group will produce for release 5.0. The following documents
comprise the "Documentation" referenced in the Alliance Agreement.

<TABLE>
<CAPTION>
GUIDE                               DESCRIPTION
<S>                                 <C>
5.0 Release Notes                   Provide information on changes to Novient
                                    eServices for Release 5.0.

Associate User Training Guide       Provides instructions for maintaining a
                                    consultant profile, which includes skills,
                                    proficiencies, resume, and availability
                                    dates.

eServices User Guide                Provides the necessary information for
                                    master accounts and accounts to get familiar
                                    with the basic functions of Novient
                                    eServices.

Scalability Guide                   Describes the scalability and the
                                    performance that you can expect and
                                    discusses the configuration of the
                                    Information Consulting Network (ICN) server.
                                    ICN is a service that we provide to
                                    companies to lease the use of Novient
                                    eServices on our server via the Internet.

Security Guide                      Describes some of the methods currently in
                                    use and some that are available to further
                                    protect the data. This information is based
                                    on the features in Novient eServices.

Administrator's Guide               Serves as a guide for the system
                                    administrator in configuring the base
                                    settings of Novient eServices and in
                                    performing the following types of
                                    maintenance: room, company, account,
                                    property, folder, and skill.

Application Programming             Explains how to use the application
Interface Guide                     programming interface (CX API), which allows
                                    you to access the database through code.


Batch Application Programming       Provides instructions for adding or updating
Interface Guide                     data in Novient eServices Guide tables from
                                    an input file

Bulk Load Guide                     Provides the necessary information to:
</TABLE>


                                       24
<PAGE>   25


<TABLE>
<CAPTION>
GUIDE                               DESCRIPTION
<S>                                 <C>
                                    Copy the Bulk Load Utility programs

                                    Create input files containing the data to be
                                    loaded into Novient eServices

                                    Upload the data into Novient eServices

Installation Guide                  Provides instructions for installing and
                                    setting up Novient eServices.

Service Analyzer Installation       Provides system requirements and procedures
Guide                               for adding Novient Service Analyzer to your
                                    Novient eServices system.

Reporting Dictionary Reference      Describes the layout of the tables in the
Guide                               Novient Reporting Dictionary, CX_Report,
                                    which is a Crystal Reports dictionary.

Master Reports Guide                Describes and illustrates the master reports
                                    provided with Novient eServices.

Standard Reports Guide              Describes and illustrates the standard
                                    reports provided with Novient eServices.

Manager's Workbench Guide           Describes the workbench views you can
                                    produce within Novient eServices.

MS Project Interface Guide          Describes how Novient eServices interfaces
                                    with MS Project.

Alliance Management Guide           Discusses how to configure and maintain a
                                    multi-company, multi-room Novient eServices
                                    system similar to the InfoWave ICN servers.
                                    This type of system is referred to as a
                                    Partner Novient system throughout this
                                    document.
</TABLE>


                                       25
<PAGE>   26


                                    EXHIBIT A

                           PROSPECT REGISTRATION FORM

                        FOR _____________________________

                                DATE ___________

This Prospect Registration Form between Andersen Consulting LLP ("Andersen
Consulting") and Novient, Inc. ("Novient") is subject to the terms of the Master
Alliance Agreement between the parties and dated May 31, 2000, unless otherwise
noted herein.

REGISTERED PROSPECT PROJECT

Name:

Project (Opportunity) Description: [Describe nature of opportunity. Include
information such as schedule, revenue potential, key tasks, special support
needs from Novient, etc. Typical language would describe that Andersen
Consulting will be the prime contractor and will be responsible for overall
project success, overall client management, workplans, project reporting,
definition of user requirements, new business processes, integration with client
legacy systems and system testing.].

ANDERSEN CONSULTING CONTACTS

Client (Engagement) Partner Name, Location, Phone, Fax, Email:

Project Manager Name, Location, Phone, Fax, Email:

Relationship Manager Name, Location, Phone, Fax, Email:


NOVIENT CONTACTS

Channel Manager Name, Location, Phone, Fax, Email:

Account Manager Name, Location, Phone, Fax, Email:


REGISTERED PROSPECT CONTACTS

Client Name, Location, Phone, Fax, Email:


                                       26
<PAGE>   27


RFP/RFI INFORMATION

Issue Date:
           -----------------------
Due Date:
         -------------------------

Notes:


DESCRIPTION OF MINIMUM PRESALES ACTIVITIES

Andersen Consulting Presales Activities:

Novient Presales Support Committed:

IN WITNESS WHEREOF, the parties hereto have duly executed this Prospect
Registration Form as of the date first written above.

<TABLE>
<S>                                                  <C>
[ANDERSEN CONSULTING OR AFFILIATE'S LEGAL NAME]      NOVIENT, INC.

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

Name:                                                Name:
     ------------------------------------------           ---------------------------------

Title:                                               Title:
      -----------------------------------------            --------------------------------
</TABLE>


                                       27