<PAGE>   1
                                                               Exhibit 10.19

Confidential portions of this Exhibit have been omitted and are identified by
square brackets ([ ]) and three asterisks (***). Such material has been
separately filed with the Securities and Exchange Commission pursuant to a
request for confidential treatment.






                        MASTER SOFTWARE LICENSE AGREEMENT

                                     BETWEEN

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       AND

                         SERVICEWARE TECHNOLOGIES, INC.



                                  JUNE 30, 2000
<PAGE>   2
                                TABLE OF CONTENTS

                                       FOR

                        MASTER SOFTWARE LICENSE AGREEMENT

<TABLE>
<CAPTION>

<S>        <C>                                                                    <C>
ARTICLE 1. AGREEMENT, TERM, AND DEFINITIONS.......................................1

      1.01 AGREEMENT AND TERM.____________________________________________________1

      1.02 CERTAIN DEFINITIONS.___________________________________________________1


ARTICLE 2. PURCHASE ORDERS........................................................2

      2.01 ISSUANCE AND ACCEPTANCE OF PURCHASE ORDERS.____________________________2

      2.02 EVALUATION PURCHASE ORDERS.____________________________________________3

      2.03 CANCELLATION OF PURCHASE ORDERS._______________________________________3


ARTICLE 3. PROVISION OF LICENSED SOFTWARE AND SERVICES............................3

      3.01 GENERAL._______________________________________________________________3

      3.02 TRANSPORTATION OF LICENSED SOFTWARE.___________________________________3

      3.03 RISK OF LOSS.__________________________________________________________4

      3.04 INSTALLATION OF LICENSED SOFTWARE._____________________________________4

      3.05 RIGHT TO CANCEL FOR DELAYS.____________________________________________4

      3.06 SERVICES IN GENERAL.___________________________________________________4

      3.07 TIME AND MATERIALS SERVICES.___________________________________________5

      3.08 USE OF EXISTING MATERIALS._____________________________________________6

      3.09 FURTHER ACTS.__________________________________________________________6

      3.10 EDS BUSINESS PRACTICES.________________________________________________6

      3.11 TIME OF PERFORMANCE____________________________________________________6

      3.12 EDUCATION SERVICES.____________________________________________________6


ARTICLE 4. PROVISION OF LICENSED SOFTWARE.........................................6

      4.01 ACCEPTANCE OF LICENSED SOFTWARE._______________________________________6

      4.02 GRANT OF LICENSE.______________________________________________________7

      4.03 TRANSFER OF LICENSED SOFTWARE._________________________________________7

      4.04 OWNERSHIP OF LICENSED SOFTWARE AND MODIFICATIONS.______________________7

      4.05 PROPRIETARY MARKINGS.__________________________________________________8

      4.06 DUPLICATION OF DOCUMENTATION.__________________________________________8

      4.07 PROTECTION OF LICENSED SOFTWARE._______________________________________8

      4.08 LICENSED SOFTWARE SUPPORT AND MAINTENANCE SERVICES.____________________8

      4.09 LICENSED SOFTWARE SUPPORT AND MAINTENANCE SERVICES OPTIONS.____________9
</TABLE>
                                       i
<PAGE>   3
<TABLE>
<CAPTION>
<S>   <C>  <C>                                                                   <C>
      4.10 PROVISION OF SOURCE CODE._____________________________________________10

      4.11 ACQUISITION OF THIRD PARTY SOFTWARE.__________________________________10

      4.12 [INTENTIONALLY LEFT BLANK]____________________________________________10

      4.13 RESALE OF PRODUCTS BY EDS.____________________________________________11

      4.14 DIVESTITURE OF BUSINESS.______________________________________________11


ARTICLE 5. WARRANTIES, INDEMNITIES, AND LIABILITIES..............................12

      5.01 WARRANTY._____________________________________________________________12

      5.02 PROPRIETARY RIGHTS INDEMNIFICATION.___________________________________13

      5.03 CROSS INDEMNIFICATION.________________________________________________13

      5.04 LIMITATION OF LIABILITY.______________________________________________13

      5.05 INSURANCE.____________________________________________________________14

      5.06 SURVIVAL OF ARTICLE.__________________________________________________14


ARTICLE 6. PAYMENTS TO SUPPLIER..................................................14

      6.01 CHARGES, PRICES, AND FEES FOR LICENSED SOFTWARE AND SERVICES._________14

      6.02 MODIFICATIONS TO CHARGES._____________________________________________15

      6.03 AUTO PAYMENT._________________________________________________________15

      6.04 PAYMENT THROUGH INVOICING.____________________________________________16

      6.05 TAXES.________________________________________________________________16


ARTICLE 7. TERMINATION...........................................................17

      7.01 TERMINATION FOR CAUSE.________________________________________________17

      7.02 TERMINATION FOR INSOLVENCY OR BANKRUPTCY._____________________________17

      7.03 TERMINATION FOR NON-PAYMENT.__________________________________________17

      7.04 TERMINATION OF SOFTWARE LICENSE.______________________________________18

      7.05 RIGHTS UPON TERMINATION.______________________________________________18

      7.06 RETURN OF MATERIALS.__________________________________________________18


ARTICLE 8. MISCELLANEOUS.........................................................18

      8.01 BINDING NATURE, ASSIGNMENT, AND SUBCONTRACTING._______________________18

      8.02 AUTHORITY TO CONTRACT.________________________________________________18

      8.03 COUNTERPARTS._________________________________________________________19

      8.04 HEADINGS._____________________________________________________________19

      8.05 AUTHORIZED AGENCY.____________________________________________________19

      8.06 RELATIONSHIP OF PARTIES.______________________________________________19

      8.07 CONFIDENTIALITY.______________________________________________________19

      8.08 MEDIA RELEASES._______________________________________________________20

      8.09 DISPUTE RESOLUTION.___________________________________________________20
</TABLE>
                                       ii
<PAGE>   4
<TABLE>
<CAPTION>

<S>   <C>  <C>                                                                   <C>
      8.10 PROPOSALS AND SPECIAL PROJECTS._______________________________________20

      8.11 GOVERNMENTAL CUSTOMERS._______________________________________________20

      8.12 INTERNATIONAL BUSINESS._______________________________________________21

      8.13 COMPLIANCE WITH LAWS._________________________________________________21

      8.14 EXPORT._______________________________________________________________21

      8.15 NOTICES.______________________________________________________________21

      8.16 FORCE MAJEURE.________________________________________________________22

      8.17 SEVERABILITY._________________________________________________________22

      8.18 WAIVER._______________________________________________________________22

      8.19 REMEDIES._____________________________________________________________22

      8.20 SURVIVAL OF TERMS.____________________________________________________22

      8.21 NONEXCLUSIVE MARKET AND PURCHASE RIGHTS.______________________________22

      8.22 GOVERNING LAW.________________________________________________________23

      8.23 ENTIRE AGREEMENT._____________________________________________________23

</TABLE>
                                LIST OF EXHIBITS


                                   EXHIBIT A:
                             EDS BUSINESS PRACTICES

                                   EXHIBIT B:
                           CHARGES, PRICES, AND FEES

                                   EXHIBIT C:
                      THIRD PARTY SYSTEM ACCESS AGREEMENT

                                   EXHIBIT D:
                            INTENTIONALLY LEFT BLANK

                                   EXHIBIT E:
                               EDUCATION SERVICES

                                   EXHIBIT F:
                               DIRECT COMPETITORS

                                      iii
<PAGE>   5
                        MASTER SOFTWARE LICENSE AGREEMENT

         THIS MASTER SOFTWARE LICENSE AGREEMENT (the "Agreement"), dated June
29, 2000 (the "Effective Date"), is between SERVICEWARE TECHNOLOGIES, INC., a
Delaware corporation ("Supplier"), and ELECTRONIC DATA SYSTEMS CORPORATION, a
Delaware corporation ("EDS").

                              W I T N E S S E T H:

         WHEREAS, EDS desires to have the right to license computer software
programs and to obtain services from Supplier from time to time; and

         WHEREAS, Supplier is willing to provide computer software programs and
services to EDS in accordance with the terms and conditions set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration received and to be received, the receipt and sufficiency
of which are hereby acknowledged, Supplier and EDS agree as follows:



                  ARTICLE 1. AGREEMENT, TERM, AND DEFINITIONS

1.01  AGREEMENT AND TERM.
      The parties agree that the terms and conditions of this Agreement apply to
      the provision of products and services to EDS by Supplier and Supplier
      agrees that products and services which Supplier generally makes available
      to other customers shall be made available to EDS under the terms and
      conditions of this Agreement. The initial term of this Agreement shall be
      five (5) years commencing on the Effective Date. The Agreement shall
      automatically renew for successive two (2) year renewal terms thereafter
      unless either party provides the other party written notice of its intent
      not to renew not less than sixty (60) days prior to the expiration of the
      initial or any renewal term.

1.02  CERTAIN DEFINITIONS.
      The following definitions apply to this Agreement:

         (a)  "Affiliate" means any entity controlling, controlled by or under
              common control with EDS. For purposes of this Agreement, control
              means operational control in which the controlling entity has
              either (i) at least fifty percent (50%) of the equity interest, or
              (ii) the maximum percentage of the equity interest allowed by
              local law, based on the entity's location or state of
              incorporation, as applicable, whichever is less.

         (b)  "Applicable Specifications" means the functional, performance,
              operational, compatibility, and other specifications or
              characteristics of a Product described in applicable Documentation
              and such other specifications or characteristics of a Product
              agreed upon in writing by the parties.

         (c)  "Direct Competitor" shall mean the direct competitors of Supplier.
              The current list of Direct Competitors is attached hereto as
              Exhibit F, and shall include such companies' successors and
              assigns. Supplier reserves the right to add additional companies
              to Exhibit F as it determines in good faith to be its direct
              competitor(s).

         (d)  "Documentation" means user guides, operating manuals, education
              materials, product descriptions and specifications and technical
              manuals relating to the Products or used in conjunction with the
              Services, whether distributed in print, magnetic, electronic, or
              video format, in effect as of the date (i) a Product is shipped to
              or is accepted by EDS, as applicable, or (ii) the Service is
              provided to EDS.

                                       1
<PAGE>   6
         (e)  "Employee" means those employees, agents, subcontractors,
              consultants, and representatives of Supplier provided or to be
              provided by Supplier to perform Services pursuant to this
              Agreement.

         (f)  "Existing Materials" means any confidential or proprietary
              materials which (i) belong to third parties, (ii) Supplier has a
              pre-existing intellectual property interest, or (iii) are
              developed outside of its performance of this Agreement without
              reference to the other parties intellectual property or
              confidential information.

         (g)  "Licensed Software" means computer programs in object code
              (including micro code), provided or to be provided by Supplier
              pursuant to this Agreement as set forth on Exhibit B. The
              definition of Licensed Software also includes any enhancements,
              translations, modifications, updates, releases, or other changes
              to Licensed Software which are provided or to be provided as part
              of Supplier's performance of warranty Service obligations or
              pre-paid support and maintenance Services pursuant to this
              Agreement.

         (h)  "Outsourcer" means a company that uses the Product to provide
              services for another company for products other than those sold to
              that other company by the Outsourcer, in exchange for fees or
              other compensation.

         (i)  "Products" means, individually or collectively as appropriate,
              Licensed Software, Documentation, and Work Products (as later
              defined in this Agreement), provided or to be provided by Supplier
              pursuant to this Agreement.

         (j)  "Services" includes, but is not limited to, installation,
              education, acceptance testing, support, maintenance, development,
              consulting, warranty, and time and materials services, provided or
              to be provided by Supplier pursuant to this Agreement.

         (k)  "Site" means geographically contiguous buildings, each of which,
              in whole or in part, is occupied or accessed by EDS or a customer
              of EDS. "Geographically contiguous" means adjacent tracts or
              parcels of real property separated, if at all, only by publicly
              dedicated rights of way or private easements.

         (l)  "Work Product" means (in any form including source code) any and
              all ideas, processes, methods, programming aids, formulas,
              manufacturing techniques, mask works, reports, programs, manuals,
              tapes, card decks, listings, software, developed products,
              flowcharts and systems and any improvements, enhancements, or
              modifications to any of the foregoing, which are developed,
              prepared, conceived, made, or suggested by any Employee or by
              Supplier as part of the performance of Services (except in
              connection with Supplier's performance of warranty Service
              obligations or pre-paid support Services) pursuant to this
              Agreement, except Existing Material.


                           ARTICLE 2. PURCHASE ORDERS


2.01     ISSUANCE AND ACCEPTANCE OF PURCHASE ORDERS.
         EDS and Supplier agree that, except for resale of the Licensed
         Software, EDS will be ordering the Licensed Software for use by EDS on
         a project by project basis (each a "Project"). EDS will issue to
         Supplier written purchase orders identifying the Products and Services
         EDS desires to obtain from Supplier. Each such Purchase Order shall
         indicate the Product being ordered, the license being purchased, and
         the Project for which the Product will be used. Such purchase orders
         shall be consistent with the terms and conditions of this Agreement.
         Supplier shall accept purchase orders or alterations thereto which do
         not establish new or conflicting terms and conditions from those set
         forth in this Agreement. Supplier shall also accept purchase orders
         incorporating terms and conditions which have been separately agreed
         upon in writing by


                                       2
<PAGE>   7
         the parties, such as special pricing offers. Supplier shall promptly
         accept a purchase order by providing to EDS a written or a verbal
         acceptance of such purchase order, or by commencing performance
         pursuant to such purchase order. EDS' Purchase Orders submitted to
         Supplier from time to time with respect to Supplier Products to be
         purchased hereunder shall be governed by the terms of this Agreement.
         Nothing contained in any such Purchase Order shall in any way modify
         such terms of purchase or add any additional terms or conditions except
         otherwise agreed in writing by the Parties. Neither Supplier's
         commencement of performance nor its delivery of any Supplier Products
         that are the subject of any purchase order shall be deemed or construed
         to constitute acceptance of any additional or inconsistent terms or
         conditions contained in any purchase order.

         Purchase orders or alterations thereto accepted in accordance with this
         Section are referred to as "Purchase Orders." EDS shall have no
         responsibility or liability for Products or Services provided without a
         Purchase Order.

2.02     EVALUATION PURCHASE ORDERS.
         EDS may issue a Purchase Order to Supplier for Licensed Software
         evaluation by EDS at no charge for an evaluation period agreed upon by
         the parties. EDS may use the evaluation copy solely for its own
         internal evaluation and shall not copy, alter or otherwise distribute
         such evaluation copy. Unless otherwise agreed in a Purchase Order, EDS
         shall pay all related transportation and insurance costs. Such Licensed
         Software shall be protected by EDS in accordance with the
         non-disclosure requirements specified in this Agreement which are
         applicable to Licensed Software. At the conclusion of the evaluation
         period, EDS shall have the option to acquire such Licensed Software
         pursuant to a purchase order issued pursuant to this Agreement or to
         return such Licensed Software to Supplier at Supplier's expense without
         obligation to Supplier.


2.03     CANCELLATION OF PURCHASE ORDERS.
         Except asotherwise agreed upon by the parties, EDS may cancel all or a
         portion of a Purchase Order relating to Product(s) or Services, without
         charge or penalty up to five (5) calendar days prior to the scheduled
         delivery date of the affected Product(s) or the scheduled performance
         of Services, provided that EDS shall pay for Services already performed
         prior to the effective date of such notice. In the event EDS cancels a
         Purchase Order or any portion thereof for Product(s) within five (5)
         calendar days of the scheduled delivery date, as Supplier's sole and
         exclusive remedy and EDS' sole liability, EDS shall reimburse Supplier
         the direct, verifiable, non-recoverable expenses incurred by Supplier
         as a result of such cancellation.

             ARTICLE 3. PROVISION OF LICENSED SOFTWARE AND SERVICES

3.01     GENERAL.
         EDS is entitled to obtain Licensed Software and Services for the
         benefit of and use by Affiliates of EDS. Such Affiliates and their
         respective employees are entitled to use the Licensed Software and
         Services in accordance with this Agreement and have and are entitled to
         all rights, benefits, and protections granted to EDS pursuant to this
         Agreement with respect to such Licensed Software and Services. However,
         an Affiliate of EDS shall only be entitled to obtain Licensed Software
         and Services directly from Supplier pursuant to this Agreement if EDS
         so provides written notice to Supplier. EDS is responsible for
         compliance by its Affiliates with the terms and conditions set forth in
         this Agreement. EDS and its Affiliates have the right to transfer,
         license or remarket the Licensed Software and Services to third parties
         as set forth in this Agreement.

3.02     TRANSPORTATION OF LICENSED SOFTWARE.
         Supplier shall deliver up to 100 copies per month of the Licensed
         Software to EDS on the delivery date set forth in the applicable
         Purchase Order or as otherwise agreed upon by the parties. In the event
         that EDS orders more than 100 copies per month of the Licensed
         Software, Supplier shall deliver such excess within the later of: (i)
         three weeks of receipt of the applicable Purchase Orders, or (ii) the
         delivery date requested

                                       3
<PAGE>   8
         in the applicable Purchase Order(s). Costs for transportation of
         Licensed Software shall be paid by Supplier. The method and mode of all
         transportation shall be those selected by Supplier.


3.03     RISK OF LOSS.
         All risk of loss of, or damage to, Licensed Software shall be borne by
         Supplier until receipt of delivery of such Licensed Software by EDS.
         Supplier agrees to insure Licensed Software until receipt of delivery
         of such Licensed Software by EDS. If loss to or damage of Licensed
         Software occurs prior to receipt of delivery by EDS, Supplier shall
         immediately provide a replacement item or, if Licensed Software is not
         immediately replaceable, Supplier shall use commercially reasonable
         effort to provide a replacement for the Licensed Software on a priority
         basis.


3.04     INSTALLATION OF LICENSED SOFTWARE.
         If installation is set forth in the governing Purchase Order or is
         included in the Charge (as later defined) for Licensed Software,
         Supplier shall install Licensed Software in good working order at the
         designated location on or before the installation date set forth in the
         applicable Purchase Order or as otherwise agreed upon by the parties.
         Installation Services shall include performance of Supplier's usual and
         customary diagnostic tests to determine the operational status of the
         Licensed Software. Supplier shall inform EDS of any education Services
         which are included with installation, and such education may be
         performed at a time mutually agreed upon by Supplier and EDS.


3.05     RIGHT TO CANCEL FOR DELAYS.
         In the event of a delay in delivery of all or any portion of Licensed
         Software listed on a Purchase Order or Licensed Software listed on a
         series of Purchase Orders which relate to a specific project or request
         for proposal (the Licensed Software listed on such series of Purchase
         Orders referred to as "Related Licensed Software"), or in the event of
         a delay in the performance of Services which is not excused in this
         Agreement, EDS may cancel without charge all or any portion of the
         Licensed Software, Related Licensed Software or Services for which
         delivery or performance has been so delayed. If, in EDS's reasonable
         opinion, the delivered Licensed Software or Related Licensed Software
         are not operable without the remaining undelivered Licensed Software or
         Related Licensed Software, EDS may, at Supplier's expense, return any
         delivered Licensed Software or Related Licensed Software to Supplier.
         EDS shall not be liable for any expenses incurred by Supplier pursuant
         to this Section 3.05 for canceled, undelivered, or returned Licensed
         Software or Related Licensed Software. EDS shall receive a refund of
         all amounts paid to Supplier with respect to the canceled and/or
         returned Licensed Software, Related Licensed Software and Services.

3.06     SERVICES IN GENERAL.
         In connection with the performance of any Services pursuant to this
         Agreement:

         (a)  Supplier warrants that Employees shall have sufficient skill,
              knowledge, and training to perform Services and shall perform such
              Services in a professional and workmanlike manner. Further,
              Supplier warrants that it will provide sufficient Employees to
              complete the Services ordered within the applicable time frames
              agreed to by Supplier and EDS.

         (b)  Supplier warrants that all Employees utilized by Supplier in
              performing Services are under a written obligation to Supplier
              requiring Employee: (i) to maintain the confidentiality of
              information of Supplier's customers, and (ii) if such Employee is
              not a full-time employee whose work is considered a "work for
              hire" under Section 101 of the United States Copyright Code, to
              assign all of Employee's right, title, and interest to Supplier in
              and to any Work Product which is developed, prepared, conceived or
              made by such Employee while providing Services on behalf of
              Supplier to which the Employee does not have preexisting rights.

         (c)  Supplier shall provide for and pay the compensation of Employees
              and shall pay all taxes, contributions, and benefits (such as, but
              not limited to, workers' compensation benefits) which an



                                       4
<PAGE>   9
         employer is required to pay relating to the employment of employees.
         EDS shall not be liable to Supplier or to any Employee for Supplier's
         failure to perform its compensation, benefit, or tax obligations.
         Supplier shall indemnify, defend and hold EDS harmless from and against
         all such taxes, contributions and benefits and will comply with all
         associated governmental regulations related thereto, including the
         filing of all necessary reports and returns.

         (d)  Employees performing Services in the United States must be United
              States citizens or lawfully admitted in the United States for
              permanent residence or lawfully admitted in the United States
              holding a visa authorizing the performance of Services on behalf
              of Supplier.

         (e)  If EDS intends to provide an Employee performing Services in the
              United States, Canada and/or Mexico with unescorted access to an
              EDS location, Supplier shall allow EDS or its designated third
              party to conduct a background investigation and drug screening
              ("Investigation") of such Employee. In connection with such
              Investigation EDS shall provide to Supplier a standard form
              authorizing the Investigation and Supplier shall promptly secure
              the completion of such form by the Employee. Any and all
              information obtained in connection with an Investigation of any
              Employee or acquired or made known during such Investigation shall
              be deemed confidential and shall not be revealed to persons
              without a bona fide need to know. If, after reviewing the results
              of an Investigation, EDS elects not to accept an Employee for
              performance of Services under this Agreement, Supplier agrees to
              not utilize such Employee in the performance of Services. EDS
              shall waive the Investigation for an Employee if Supplier provides
              EDS with written confirmation that: (i) Supplier has conducted a
              background and drug screening investigation of such Employee with
              satisfactory results, or (ii) the Employee has been employed with
              Supplier for at least five (5) years in good standing.

3.07     TIME AND MATERIALS SERVICES.

             If available from Supplier, EDS may obtain on a time and materials
         basis from Supplier consulting, development and other Services
         (excluding maintenance and support Services which are provided pursuant
         to other sections of this Agreement) agreed upon by the parties in
         accordance with the terms and conditions set forth below and in the
         Section of this Agreement titled "Services in General".

         (a)      If EDS is dissatisfied with the performance of a Supplier
                  employee performing Services (excluding maintenance and
                  support Services which are provided pursuant to other sections
                  of this Agreement) pursuant to this Agreement, EDS may request
                  a change in the employee performing such services and will
                  document the request via an agreed upon change request
                  process.

         (b)      EDS shall reimburse Supplier for reasonable expenses incurred
                  by Employees in the performance of Services (if requested by
                  Supplier in advance and approved by EDS) which are related to
                  travel, lodging, and meals; such expenses shall be reimbursed
                  in accordance with EDS' guidelines for its own employees.

         (c)      Supplier shall require Employees performing Services at an EDS
                  location to comply with applicable EDS security and safety
                  regulations and policies.

         (d)      Supplier shall establish and shall retain, for a period of
                  three (3) years following the performance of time and
                  materials Services, records which adequately substantiate the
                  applicability and accuracy of Charges for such Services and
                  related expenses to EDS. Upon receipt of reasonable advance
                  notice from EDS, Supplier shall produce such records for audit
                  by EDS.

         (e)      The parties agree that the ownership of any Work Product
                  created by or on behalf of Supplier in its performance of time
                  and material Service shall be negotiated in good faith by the
                  parties and

                                       5
<PAGE>   10
         documented in a separate agreement supplemental to this Agreement. Such
         separate agreement shall be signed prior to the commencement of
         Services. In the event an agreement is not signed and Supplier
         commences performance of Services, then the parties agree that EDS
         shall own any Work Product created by or on behalf of Supplier in the
         performance of such Services.


3.08     USE OF EXISTING MATERIALS.
         To the extent that Work Product(s) under development may incorporate or
         require the use of Existing Materials, or to the extent Supplier
         intends, in its performance of Services, to utilize any such Existing
         Materials (except as such are utilized by Supplier in the performance
         of warranty Service obligations or pre-paid support Services), Supplier
         shall: (i) notify EDS of such intent prior to commencement of
         performance of Services; and (ii) identify to EDS the ownership of such
         Existing Materials. EDS may require that Supplier perform Services
         without the use of such Existing Materials. If any such Existing
         Material is owned by a third party and/or is used in the performance of
         Services, Supplier warrants that it has acquired all licenses and
         authorizations necessary to utilize the Existing Material in the manner
         and for the purpose intended by Supplier in its actual use of such
         Existing Material in the performance of Services. To the extent that
         Existing Materials are incorporated in Work Products, Supplier grants
         to EDS and its affiliates a royalty-free, irrevocable, worldwide,
         non-exclusive, perpetual right to use, modify and prepare derivative
         works of such Existing Materials and to use and display such Existing
         Materials, with full rights to authorize others to do the same but only
         to the extent required to utilize the Work Product in accordance with
         the Ownership Rights granted in this Agreement.


3.09     FURTHER ACTS.
         During and subsequent to the term of this Agreement, Supplier shall do,
         or cause to be done, all such further acts and shall execute,
         acknowledge, and deliver, or cause to be executed, acknowledged, and
         delivered, any and all further documentation or assignments as EDS may
         reasonably require to evidence EDS' right to use the Products.


3.10     EDS BUSINESS PRACTICES.
         Supplier shall comply with the EDS Business Practices set forth in
         Exhibit A.


3.11     TIME OF PERFORMANCE
         Time is expressly made of the essence with respect to each and every
         term and provision of this Article.


3.12     EDUCATION SERVICES.
         Education Services (as later defined) provided or to be provided by
         Supplier pursuant to this Agreement shall also be subject to the terms
         and conditions set forth in Exhibit E.

                   ARTICLE 4. PROVISION OF LICENSED SOFTWARE

4.01     ACCEPTANCE OF LICENSED SOFTWARE.
         Upon the initial delivery of a portion (as set forth in Exhibit B) of
         the Licensed Software for a Project, EDS may, at its option, perform
         acceptance tests thereon to determine whether such items materially
         conform to the Applicable Specifications for such Project. EDS shall be
         deemed to have accepted such items for such Project upon the successful
         completion of such acceptance tests or thirty (30) days after delivery,
         whichever is sooner, absent delivery of notice to Supplier of rejection
         of the items within such thirty (30) days. Such notice shall provide a
         detailed description of the Licensed Software's non-conformance with
         the Applicable Specifications. If EDS notifies Supplier within such
         thirty (30) days that the item does not conform to the Applicable
         Specifications, Supplier shall repair or replace such item within
         forty-five (45) days of its receipt of a notice of non-conformance.
         Acceptance of Licensed Software does not waive any warranty rights
         provided in this Agreement for the Licensed Software.

         If Supplier determines that there was a material failure of the
         Licensed Software to perform according to the Applicable Specifications
         that was attributable to a defect in the Licensed Software and if
         Supplier cannot correct the failure within forty-five (45) days (or
         such longer period as agreed to by Supplier and

                                       6
<PAGE>   11
         EDS, which agreement shall not be unreasonably withheld, under the
         circumstances) after receipt of EDS' notice of nonacceptance, then EDS
         shall promptly return to Supplier all copies of the Licensed Software
         and Documentation and any other items delivered to EDS by Supplier for
         such Project, and Supplier shall then refund to EDS the initial license
         fee paid by EDS for the Licensed Software for such Project.

         Notwithstanding any of the provisions of Section 4.01, EDS shall be
         deemed to have accepted the Licensed Software for a Project if EDS uses
         the Licensed Software in production. The first date on which EDS is
         deemed to have accepted the Licensed Software for a Project under this
         Section 4.01 is referred to as the "Acceptance Date."

         Subsequent shipments of the same portion of the Licensed Software for a
         particular Project shall not be subject to this Section 4.01.

         Licensed Software purchased for resell as set forth in this Agreement
         shall not be subject to this Section 4.01 but shall be subject to
         acceptance or similar provisions as set forth in Supplier's then
         standard pass-through provisions that Supplier makes generally
         available to its resellers.

4.02     GRANT OF LICENSE.
         During the term of this Agreement, Supplier grants EDS and EDS accepts
         the following licenses in accordance with the terms and conditions of
         this Agreement. A Purchase Order shall designate the type of license
         which is selected. Each portion of the Licensed Software is listed in
         Exhibit B and may be used according to the licenses set forth therein
         for which EDS purchases a license hereunder. All licenses in Exhibit B
         are worldwide, nonexclusive licenses and allow for the use of the
         Products for internal use or to provide services as an Outsourcer.

         EDS is also hereby granted the nonexclusive, worldwide right to resell
         the licenses set forth in Exhibit B, exclusive of the licenses for the
         Web Service Delivery Portal Project (as defined in Exhibit B), pursuant
         to the terms and conditions of this Agreement, provided however, that
         EDS may not resell the product to any Direct Competitor of Supplier.

         Regardless of the license granted above, neither EDS nor its customers
         may alter, modify, decompile or reverse engineer the Licensed Software.
         Neither EDS nor its customers may make copies of the Licensed Software
         or Products except to make a reasonable number of archival copies for
         back-up purposes, or as expressly permitted in this Agreement.

4.03     TRANSFER OF LICENSED SOFTWARE.
         During the performance or upon termination of a contract between EDS
         and an EDS customer to which EDS is supplying outsourcing services and
         which is not a Direct Competitor of Supplier or another outsourcer
         (such customer referred to as "Transferee"), (i) EDS may sublicense or
         assign the applicable Licensed Software to such Transferee to use the
         Licensed Software solely for their own internal purposes and subject to
         the terms and conditions of the Agreement applicable to such use,
         provided such Transferee agrees in writing to be bound by such, or (ii)
         if requested by EDS, the Licensed Software may be licensed directly by
         Supplier to Transferee in accordance with the terms and conditions of
         Supplier's standard software license agreement or as agreed upon by
         Supplier and Transferee. EDS shall pay to Supplier a one time fee of
         [***]% of the initial license fee paid for a particular customer to
         transfer or license the product to such customer as set forth in clause
         (i) of this Section 4.03.



4.04     OWNERSHIP OF LICENSED SOFTWARE AND MODIFICATIONS.
         The Licensed Software shall be and remain the property of Supplier or
         third parties which have granted Supplier the right to license the
         Licensed Software and EDS shall have no rights or interests therein
         except

                                       7
<PAGE>   12
         as set forth in this Agreement. EDS shall be entitled to modify the
         Licensed Software and to develop software derivative of or interfacing
         with the Licensed Software. All modifications of and software
         derivative of the Licensed Software developed by EDS ("EDS
         Modifications") shall be and remain the property of EDS, and Supplier
         and its Employees shall have no rights or interests therein. Except in
         connection with Supplier's performance of warranty Service obligations
         or pre-paid support Services, all modifications of and software
         derivative of the Licensed Software developed at EDS' expense by
         Supplier and its Employees shall be considered Work Product and EDS
         shall have rights in such Work Product as established in the Section
         titled "Ownership of Intellectual Property Rights" elsewhere in this
         Agreement.

         Supplier shall not be prohibited from independently developing and
         implementing any similar functions or capabilities to the functions or
         capabilities provided in the EDS Modifications or Work Product,
         provided that Supplier independently develops such functions or
         capabilities without use of the EDS Modifications or Work Product.


4.05     PROPRIETARY MARKINGS.
         EDS shall not remove or destroy any proprietary markings or proprietary
         legends placed upon or contained within the Products.



4.06     DUPLICATION OF DOCUMENTATION.
         Subject to the other terms of this Agreement, EDS may duplicate
         Licensed Software Documentation, at no additional charge, for EDS' use,
         or for use by a customer of EDS, in connection with the provision of
         Licensed Software so long as all required proprietary markings are
         retained on all duplicated copies.



4.07     PROTECTION OF LICENSED SOFTWARE.
         During the term of a license, EDS will treat the Licensed Software and
         Documentation with the same degree of care and confidentiality which
         EDS provides for similar information belonging to EDS which EDS does
         not wish disclosed to the public, but not less than reasonable care.
         This provision shall not apply to Licensed Software and Documentation,
         or any portion thereof, which is (i) as shown by the written records of
         EDS, already known by EDS without an obligation of confidentiality,
         (ii) publicly known or becomes publicly known through no unauthorized
         act of EDS, (iii) rightfully received from a third party without
         obligation of confidentiality, or (iv) approved in writing by Supplier
         for disclosure. EDS may disclose that portion of the Licensed Software
         as required to be disclosed pursuant to a requirement of a governmental
         agency or law so long as EDS provides Supplier with timely prior
         written notice of such requirement and it reasonably cooperates, at
         Supplier's expense, in obtaining a protective order or similar
         treatment. It will not be a violation of this Section if (A) EDS
         provides access to and the use of the Licensed Software or
         Documentation to third parties, other than Direct Competitors of
         Supplier, providing services to EDS so long as EDS secures execution by
         such third parties of a confidentiality agreement as would normally be
         required by EDS, which is no less protective of Supplier's rights than
         this Agreement, or (B) EDS independently develops software which is
         similar to Licensed Software, so long as such independent development
         is substantiated by written documentation. EDS shall immediately
         attempt to remedy any breach by the third party of its obligations
         under the preceding clause (A), and cooperate with Supplier regarding
         any such actions. In the event that Supplier, acting in good faith, is
         not reasonably satisfied with the actions EDS has taken to remedy such
         breach, upon Supplier's request, EDS hereby assigns and agrees to
         assign its rights to enforce such confidentiality provisions in a court
         of law or equity with respect to the Licensed Software against such
         third party.


4.08     LICENSED SOFTWARE SUPPORT AND MAINTENANCE SERVICES.
         The support and maintenance Services set forth below for the Licensed
         Software shall be provided by Supplier to EDS during the Warranty
         Period (as later defined) at no charge to EDS. Thereafter, during the
         term of this Agreement, such Services shall be provided by Supplier,
         upon EDS' request at the applicable Charges set forth in Exhibit B. EDS
         may discontinue such Services at any time by providing thirty (30)
         days' advance written notice to Supplier. EDS shall promptly receive a
         prorated refund of prepaid Charges for maintenance and support Services
         after such termination.

                                       8
<PAGE>   13
         (a)  Supplier shall promptly notify EDS of any defects, errors or
              malfunctions where the Licensed Software does not function
              according to the Documentation ("Defects") in the Licensed
              Software or Documentation and shall promptly provide to EDS
              modified versions of Licensed Software or Documentation which
              incorporate corrections of any Defects ("Corrections"). Supplier
              shall also provide to EDS all operational and support assistance
              necessary to cause Licensed Software to perform in accordance with
              its Applicable Specifications and remedial support designed to
              provide a by-pass or temporary fix to a Defect until the Defect
              can be permanently corrected. Supplier shall use commercially
              reasonable efforts to respond to requests from EDS for Licensed
              Software support in a manner and time frame which are reasonably
              responsive considering the nature and severity of the Defect which
              gave rise to such request.

         (b)  Supplier shall provide to EDS all upgrades, modifications,
              improvements, enhancements, extensions, updates, and other changes
              to Licensed Software developed by Supplier ("Improvements") which
              are generally made available to other customers of Supplier. EDS
              shall have the option to so implement, provided, however, that
              Supplier shall only be obligated to provide maintenance and
              support Services for the then most current release and its two
              previous releases. Supplier shall not be obligated to provide any
              maintenance and support Services to EDS for any portion of the
              Licensed Software for which Supplier does not make maintenance and
              support generally available to its customers.

         (c)  Supplier shall promptly provide to EDS any revisions to the
              existing Documentation to reflect all Corrections or Improvements.

         (d)  Supplier shall provide toll-free telephone hot-line support
              between 8:00 a.m. and 5:00 p.m. at the applicable maintenance
              location. In addition, Supplier shall provide to EDS, at the
              request of EDS and at Charges as set forth in Exhibit B,
              additional beeper support for up to twenty-four (24) hours per
              day, seven (7) days per week. Supplier shall have no obligation to
              provide support attributable to, malfunctions caused by a
              malfunction of non-Supplier hardware or software, by modification
              of the Licensed Software not made by Supplier, by any combination
              of the Licensed Software with other software which has not been
              approved by Supplier, by operator error, or by use of the Licensed
              Software that is not in accordance with the operating instructions
              for the Licensed Software.

         (e)  All maintenance and support to end-users to whom EDS resells
              Subscription Licenses or any other licenses shall be provided
              pursuant to the terms and conditions of Supplier's then standard
              maintenance agreement. Such maintenance and support shall only
              apply to the Licensed Software, and not any integration or
              customization provided by EDS. In the event that an end-user
              experiences problems which are determined in good faith by
              Supplier to not be caused by a defect in the Licensed Software,
              but due to the integration of the Licensed Software by EDS,
              Supplier will transition such end-user to the EDS Business
              Development Manager who will then scope the problem and provide a
              bid to the end-user to resolve the issue on a time and materials
              basis. EDS may choose to resell the initial maintenance and
              support for a license to an end-user if it so chooses. In the
              event that EDS does not choose to sell maintenance for a license,
              it shall promptly provide notice thereof to Supplier. After the
              initial sale of maintenance for a license to an end-user, all
              renewals of maintenance with respect to such license shall be made
              by Supplier.



4.09     LICENSED SOFTWARE SUPPORT AND MAINTENANCE SERVICES OPTIONS.
         EDS may obtain support and maintenance Services for Licensed Software
         on a central site support basis and/or on an individual site support
         basis. In the absence of a designation of central or individual site
         support in a Purchase Order, such support shall be deemed to be
         individual site support. The Charges for each option shall be as set
         forth in Exhibit B or as otherwise agreed upon by the parties. Where
         "central site support" is requested, such Services shall be provided by
         Supplier to and shall be requested by EDS

                                       9
<PAGE>   14
         through a single point of contact identified by EDS on a Purchase
         Order. To the extent necessitated by geographic diversity or where
         required in order to support multiple time zones, EDS may designate
         multiple central site support locations. With respect to central site
         support, Supplier shall provide to EDS one master disk and one copy of
         all Documentation relating to each Correction or Improvement. EDS shall
         be entitled to copy the disk and Documentation and distribute the
         copies or electronically transmit the copied information to each
         location supported by the central site. A designation of central site
         support shall not prevent an individual user of Licensed Software from
         contacting Supplier in the event of an emergency. Where "individual
         site support" is requested, such Services shall be provided by Supplier
         to the applicable licensed CPU, Site, or Network, or, in the case of a
         Corporate Software License, to a licensed user.

4.10 PROVISION OF SOURCE CODE.
     EDS' ability to adequately utilize the Licensed Software may be jeopardized
     if Supplier fails to maintain or support such Licensed Software unless
     complete Licensed Software source code and related Documentation can be
     made available to EDS for EDS' use in satisfying EDS' maintenance and
     support requirements. Therefore, Supplier agrees that if an "Event of
     Default" occurs, then Supplier will provide to EDS one copy of the most
     current version of the source code (including all Corrections and
     Improvements) for the affected Licensed Software and associated
     Documentation in accordance with the following:

         (a)  An Event of Default shall be deemed to have occurred if Supplier:
              (i) ceases to market or make available maintenance or support
              Services for the most current version of the Licensed Software
              made generally available by Supplier during a period in which EDS
              is entitled to receive or to purchase, or is receiving or
              purchasing, such maintenance and support and Supplier has not
              promptly cured such failure despite EDS' demand that Supplier make
              available or perform such maintenance and support, (ii) ceases
              business operations generally, or (iii) has transferred all or
              substantially all of its assets or obligations set forth in this
              Agreement to a third party which has not assumed all of the
              obligations of Supplier set forth in this Agreement.

         (b)  The governing license for the Licensed Software includes the right
              to use source code received under this Section as necessary to
              modify and maintain the Licensed Software.

         (c)  Upon request by EDS, Supplier will add EDS as a third party
              beneficiary to any existing escrow agreements Supplier may have or
              will enter into good faith negotiations of an escrow agreement
              with EDS and a third party escrow agent acceptable to both EDS and
              Supplier. Supplier's entry into, or failure to enter into, an
              agreement with an escrow agent or to deposit the described
              materials in escrow shall not relieve Supplier of its obligations
              to EDS described in this Section.

         (d)  In the event of a release of source code pursuant to this Section
              4.10, such source code shall be considered Licensed Software
              pursuant to this Agreement, provided, that EDS may not resell or
              distribute the source code but may only use it solely to provide
              maintenance for the Products and that Supplier shall not provide
              any maintenance or support Services therefor.

4.11     ACQUISITION OF THIRD PARTY SOFTWARE.
         If EDS has acquired software products from a third party and rights to
         such software products are subsequently acquired by Supplier (whether
         through purchase of the third party in whole or in part, through
         purchase of the software products, through acquisition of the rights to
         market the software, or through any other means), then EDS shall have
         the option of (i) continuing to use the software products under the
         original license agreement with such third party at no additional
         charge to EDS other than applicable fees identified in such license
         agreement, or (ii) using the software products under the terms and
         conditions of this Agreement.


4.12     [INTENTIONALLY LEFT BLANK]

                                       10
<PAGE>   15
4.13     RESALE OF PRODUCTS BY EDS.
         During the term of this Agreement, EDS may promote and resell licenses
         as set forth in Section 4.02(a) for the Products, in conjunction with
         EDS providing systems integration, outsourcing, electronic business, or
         facilities management services to a customer of EDS ("ITS Customer"),
         in accordance with the following terms and conditions:

         (a)  Charges for Purchase Orders identified for resale shall be as set
              forth in Exhibit B.

         (b)  For a Purchase Order not identified as subject to Auto Payment as
              defined in Section 6.03, Supplier may invoice EDS for resale
              products upon delivery and payment will be made in accordance with
              the provisions of Section 6.04, Payment Through Invoicing.

         (c)  Supplier shall extend to ITS Customers the same warranties and
              indemnifications, with respect to the Products resold by EDS
              hereunder, as is set forth in Supplier's then standard terms and
              conditions to its end users.

         (d)  The term of agreements, warranties and indemnities extended by
              Supplier to an ITS Customer shall commence upon delivery of a
              Product to an ITS Customer and the ITS Customer shall be governed
              by the Supplier's then current End User Software License Agreement
              from the delivery date to such ITS Customer.

         (e)  Supplier shall make available to ITS Customers all training,
              technical support and other services related to the Products as
              then are generally available made available by Supplier to its
              other end user customers, for the fees and upon the terms and
              conditions which are then made generally available by Supplier.
              During the term that EDS is providing services to an ITS Customer,
              EDS shall have authorized access to Licensed Software acquired
              under this Section 4.13, in accordance with the provisions of
              Exhibit C, titled "Third Party System Access Agreement."

         (f)  EDS shall represent the Products accurately and fairly and shall
              avoid any misleading or unethical business practices. EDS shall
              not (i) make warranties of functionality or performance on the
              Products except as specifically set forth in the Documentation or
              (ii) alter, re-label or change the Products or Documentation
              without the prior written approval of Supplier.

         (g)  EDS shall resell each Product pursuant to Supplier's then standard
              pass-through provisions as Supplier makes generally available to
              its resellers. EDS may not alter the terms of the pass-through
              without the prior written consent of Supplier.

4.14     DIVESTITURE OF BUSINESS.
         In the event any business unit, subsidiary, affiliate, or any other
         portion of business is divested from EDS ("Divested Business"), which
         Divested Business is licensed to use any Licensed Software under the
         terms of this Agreement, (i) such Divested Business shall be entitled
         to continue its use of such Licensed Software under the terms and
         conditions of this Agreement (which the Divested Business shall agree
         to in writing) for a period not to exceed one (1) year without
         incurring and without EDS incurring additional license or maintenance
         Charges for such period as a result of such divestiture except for
         normal fees owed, provided that EDS shall remain liable for the
         obligation of such Divested Business during such period, or (ii) the
         Divested Business may enter into a new agreement with Supplier on terms
         and conditions if acceptable to Supplier and the Divested Business. The
         Divested Business' use of the Licensed Software shall not be extended
         or enhanced during such one-year period without the written mutual
         consent of EDS, Supplier, and such Divested Business.


                                       11
<PAGE>   16
               ARTICLE 5. WARRANTIES, INDEMNITIES, AND LIABILITIES

5.01     WARRANTY.
         Supplier represents and warrants that:

         (a)  Supplier has not and will not enter into agreements or commitments
              which conflict with the rights granted to EDS in this Agreement;

         (b)  The Products are and shall be free and clear of all liens and
              encumbrances;

         (c)  No portion of the Products contain, at the time of delivery, any
              "back door," "time bomb," "Trojan horse," "worm," "drop dead
              device," "virus," or other computer software routines or hardware
              components designed to (i) permit access or use of either the
              Products or EDS' computer systems by Supplier or a third party not
              authorized by this Agreement, (ii) disable, damage or erase the
              Products or data, or (iii) perform any other such actions;

         (d)  The Products and the design thereof shall not contain
              preprogrammed preventative routines or similar devices which
              prevent EDS from exercising the rights set forth in this
              Agreement;

         (e)  The Products are, and shall continue to be, data, program, and
              upward compatible with any other Products available or to be
              available from Supplier within the same family of products so that
              data files created for a Product can be utilized without
              adaptation of such other Products and so that programs written for
              Products will operate on such other Products and not result in the
              need for alteration, emulation, or other loss of efficiency.
              Supplier shall provide to EDS at least ninety (90) days prior
              written notice to discontinue any Product;

         (f)  Neither the performance nor the functionality of the Products will
              be affected by any changes to the date format or date calculations
              within any part of the Product either before, during or after the
              year 2000; and

         (g)  Each Product (i) shall be new and shall be free from material
              defects in manufacture, materials, and design, and (ii) shall
              operate in conformance with its Applicable Specifications and
              Documentation from the date of receipt until the date one (1) year
              from the applicable Acceptance Date (the "Warranty Period") of
              such Product.

         Supplier will provide warranty Service to EDS at no additional cost and
         will include all Services or replacement Products necessary to enable
         Supplier to comply with the warranties set forth in this Agreement.
         Supplier shall pass through to EDS any manufacturers' warranties which
         Supplier receives on the Products and, at EDS' request, Supplier shall
         enforce such warranties on EDS' behalf. Supplier agrees that EDS shall
         be entitled to pass through to Product end users any warranties
         received from Supplier for such Products pursuant to this Agreement.

         The foregoing warranties apply only to EDS and to its end-users.
         Supplier shall have no liability for, and shall not be obligated to
         provide warranty service attributable to, malfunctions caused by a
         malfunction of non-Supplier hardware or software, by modification of
         the Licensed Software not made by Supplier, by any combination of the
         Licensed Software with other software, by operator error, or by use of
         the Licensed Software that is not in accordance with the operating
         instructions for the Licensed Software.

         EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER
         WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT


                                       12
<PAGE>   17
         LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE.



5.02     PROPRIETARY RIGHTS INDEMNIFICATION.
         Supplier represents and warrants that (i) at the time of delivery to
         EDS, no Product provided under this Agreement is the subject of any
         litigation ("Litigation"), and (ii) Supplier has all right, title,
         ownership interest, and/or marketing rights necessary to provide the
         Products to EDS. Supplier shall indemnify and hold EDS and Product end
         users and their respective successors, officers, directors, employees,
         and agents harmless from and against any and all actions, claims,
         losses, damages, liabilities, awards, costs, and expenses (including
         legal fees) (collectively, the "Actions") resulting from or arising out
         of any a claim that the Products infringe upon any copyright, patent,
         trade secret or other proprietary or intellectual property right of any
         third party and Supplier shall defend and settle, at its expense, all
         suits or proceedings arising therefrom. The foregoing indemnification
         shall only be provided if EDS shall promptly inform Supplier of any
         such suit or proceeding against EDS, (iii) Supplier shall control the
         defense of any such claim or action so long as EDS shall have the right
         to participate in the defense of any such suit or proceeding at its
         expense and through counsel of its choosing, and (iv) EDS reasonably
         cooperates in such defense at Supplier's cost. The indemnification set
         forth in this Section 5.02 shall not apply if the use of the then most
         recent version of the Licensed Software would have prevented the
         Action; provided, however, that if EDS is entitled to such version as
         part of its maintenance and support Services hereunder and Supplier had
         knowledge of such Action and failed to inform EDS thereof, the
         provisions of the indemnification set forth in this Section 5.02 shall
         apply. Supplier shall notify EDS of any actions, claims, or suits
         against Supplier based on an alleged Infringement of any party's
         intellectual property rights in and to the Products. In the event an
         injunction is sought or obtained against use of the Products or in
         Supplier's opinion is likely to be sought or obtained, Supplier shall,
         at its option and expense, either (A) procure for EDS and Product end
         users the right to continue to use the infringing Product as set forth
         in this Agreement, or (B) replace or modify the infringing Products to
         make its use non-infringing while being capable of performing the same
         function without degradation of performance.


5.03     CROSS INDEMNIFICATION.
         In the event any act or omission of a party or its employees, servants,
         agents, or representatives causes or results in (i) damage to or
         destruction of tangible property of the other party or third parties,
         and/or (ii) death or injury to persons including, but not limited to,
         employees or invitees of either party, then such party shall indemnify,
         defend, and hold the other party harmless from and against any and all
         claims, actions, damages, demands, liabilities, costs, and expenses,
         including reasonable attorneys' fees and expenses, resulting therefrom.
         The indemnifying party shall pay or reimburse the other party promptly
         for all such damage, destruction, death, or injury.



5.04     LIMITATION OF LIABILITY.
         NEITHER PARTY SHALL BE LIABLE TO THE OTHER PURSUANT TO THIS AGREEMENT
         FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS OR
         INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF THE OTHER
         PARTY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
         SUCH DAMAGES.

         EXCEPT FOR A CLAIM ARISING OUT OF SECTIONS 5.02 AND 5.03, OR FOR FEES
         DUE HEREUNDER, EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT
         AND THE PRODUCTS FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH
         OF CONTRACT, WARRANTY OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF
         $1,000,000 OR (II) THE AMOUNT PAID BY EDS FOR THE PRODUCTS. EITHER
         PARTY'S LIABILITY ARISING OUT OF SECTIONS 5.02 AND 5.03 SHALL BE
         LIMITED TO $3,000,000. THE LIMITATIONS SET FORTH IN THIS SECTION 5.04
         SHALL APPLY

                                       13
<PAGE>   18
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.


5.05     INSURANCE.
         Supplier shall, at Supplier's sole expense, maintain the following
         insurance:

         (a)  Commercial General Liability Insurance including contractual
              coverage: The limits of this insurance for bodily injury and
              property damage combined shall be at least:
<TABLE>
<CAPTION>

<S>                                                           <C>
                  Each Occurrence Limit                       $1,000,000
                  General Aggregate Limit                     $2,000,000
                  Products-Completed Operations Limit         $1,000,000
                  Personal and Advertising Injury Limit       $1,000,000
</TABLE>

         (b)  Business Automobile Liability Insurance: Should the performance of
              this Agreement involve the use of automobiles, Supplier shall
              provide comprehensive automobile insurance covering the ownership,
              operation and maintenance of all owned, non-owned and hired motor
              vehicles. Supplier shall maintain limits of at least $1,000,000
              per occurrence for bodily injury and property damage combined.

         (c)  Workers' Compensation Insurance: Such insurance shall provide
              coverage in amounts not less than the statutory requirements in
              the state where the Services are performed, even if such coverage
              is elective in that state.

         (d)  Employers Liability Insurance: Such insurance shall provide limits
              of not less than $1,000,000 per occurrence.

         The insurance specified in (a) and (b) above shall: (i) name EDS as an
         additional insured, and (ii) provide that such insurance is primary
         coverage with respect to all insureds and additional insureds.

         The above insurance coverages may be obtained through any combination
         of primary and excess or umbrella liability insurance.

         Supplier shall provide at EDS' request certificates evidencing the
         coverages, limits and provisions specified above on or before the
         execution of this Agreement and thereafter upon the renewal of any of
         the policies. Supplier shall require all insurers to provide EDS with a
         thirty (30) day advanced written notice of any cancellation, nonrenewal
         or material change in any of the policies maintained in accordance with
         this Agreement.


5.06     SURVIVAL OF ARTICLE.
         The provisions of Section 5.01 shall not survive the term or
         termination of this Agreement. The provisions of Sections 5.04 shall
         survive the term or termination of this Agreement. The provisions of
         Sections 5.03 and 5.05 shall survive the term or termination of this
         Agreement for a period of two (2) years thereafter, unless this
         Agreement is terminated due to the breach of EDS, in which case those
         sections shall be immediately terminated. The provisions of Section
         5.02 shall survive the term or termination of this Agreement, unless
         this Agreement is terminated due to the breach of EDS, in which case
         such section shall be immediately terminated.


                        ARTICLE 6. PAYMENTS TO SUPPLIER


6.01     CHARGES, PRICES, AND FEES FOR LICENSED SOFTWARE AND SERVICES.
         Charges, prices, and fees to EDS ("Charges") and discounts, if any, for
         Licensed Software and Services shall be determined as set forth in
         Exhibit B, Purchase Orders submitted pursuant to and in accordance with




                                       14
<PAGE>   19
         a written offer from Supplier for special pricing, or as otherwise
         agreed upon in writing by the parties, unless modified as set forth in
         this Agreement. Upon EDS' request, Supplier shall: provide to EDS
         current copies of Supplier's standard published prices. In no event
         shall Charges exceed Supplier's then current list charges, prices and
         fees. If promotional discounts or programs are extended to other
         customers, dealers, or distributors of Supplier, EDS shall be entitled
         to participate in such promotional discounts or programs for similar
         volumes purchased under substantially similar terms and conditions. All
         purchases which utilize any such discounts shall be deemed for all
         purposes including, without limitation, for purposes of calculating
         accumulated purchases and any discounts hereunder, to have been
         purchased or licensed under this Agreement.

6.02     MODIFICATIONS TO CHARGES.
         (a)  Where a change in an established Charge for Licensed Software or
              Services is provided for in this Agreement, Supplier shall give to
              EDS at least forty-five (45) days' prior written notice of such
              change. All purchase orders issued by EDS prior to the end of the
              required notice period will be honored at the then current charges
              so long as the scheduled delivery date of the applicable Licensed
              Software or Services is within thirty days of such notice. If
              Supplier's established Charge, less any applicable discount or
              promotion, on the scheduled delivery date is lower than the
              established Charge for such Licensed Software or Services stated
              in the applicable Purchase Order, then EDS shall be entitled to
              obtain such Licensed Software or Service at such lower Charge,
              less any applicable discount or promotion. Once the price for
              support and maintenance Services is established for a particular
              license for a particular Project in accordance with Exhibit B, the
              support and maintenance fees for such license for such Project
              will not increase by more than [***]% per year. The preceding
              sentence shall not apply to maintenance and support Services
              resold by EDS or sold directly by Supplier to an end-user who
              purchased their licenses from EDS.

         (b)  Currency. Unless otherwise stated in this Agreement, all amounts
              herein are listed in, and all amounts due under this Agreement
              shall be stated, reported, paid, calculated, and determined solely
              in United States dollars (US$).

         (d)  Late Payments. Any amount that is not paid when due which are not
              subject to a good faith dispute will bear interest at the lesser
              of (i) the prime rate established from time to time by Citibank of
              New York plus two percent, or the maximum rate allowed by law,
              whichever is less. Suppler shall be entitled to recover its costs
              and expenses incurred in collecting such amount, including
              reasonable attorney fees.


6.03     AUTO PAYMENT.
         This Section shall apply to Purchase Orders identified as being subject
         to automatic payment by EDS.

         (a)  Single Payment for Recurring Charges. All Charges which are due
              and payable on a monthly, annual or other periodic basis for
              Licensed Software and Services ("Recurring Charges") shall be paid
              by EDS on the same date of the month for each month that such
              Charges are due (the "Remit Date"). The initial payment for a
              Recurring Charge shall be made on the first Remit Date after the
              Applicable Event provided that such Applicable Event occurs at
              least five (5) days prior to the first Remit Date. An "Applicable
              Event" is the event agreed to by the parties set forth in a
              Purchase Order that initiates payment of Charges (such as the
              installation, receipt, or acceptance of the Licensed Software; or
              the commencement or completion of Services). If the Applicable
              Event occurs less than five (5) days prior to the first Remit
              Date, the initial payment for such Recurring Charge shall be made
              on the following Remit Date, and EDS shall not be subject to
              interest or penalties as a result of such late payment.


                                       15
<PAGE>   20
         (b)  Payment for Other Charges. Except for Recurring Charges, or unless
              otherwise agreed to by the parties in writing, all payments due
              Supplier for Licensed Software and Services shall be paid within
              thirty (30) days after the date of the Applicable Event.

         (c)  Invoices Required Under Auto Payment. Except as set forth herein,
              Supplier must send EDS an invoice to receive payment for any
              amounts due for any Charges which are payable and have not been
              identified on the applicable Purchase Order which is subject to
              automatic payment.

         (d)  Reconciliation. From time to time, at either party's request, the
              other party shall assist with the reconciliation and adjustment of
              the payments made by EDS to Supplier.

         (e)  Taxing Jurisdictions. Supplier shall provide EDS with the list of
              states and taxing jurisdictions, and their respective registration
              numbers where Supplier is qualified and registered to collect
              sales/use taxes in all of the taxing jurisdictions within that
              state. If such written notification is not received by EDS from
              Supplier, then EDS shall remit the appropriate tax directly to the
              taxing authority. Supplier shall promptly notify EDS of any
              additional jurisdictions to which Supplier may qualify and
              register to collect sales/use taxes.



6.04     PAYMENT THROUGH INVOICING.
         This Section applies to Purchase Orders issued by EDS which are not
         identified as being subject to automatic payment or to any invoice
         received by EDS from Supplier as permitted by this Agreement.

         (a)  Except as otherwise set forth in this Agreement, any sum due to
              Supplier pursuant to this Agreement not subject to a good faith
              dispute shall be payable within thirty (30) days after receipt by
              EDS of a correct invoice therefor from Supplier. Supplier shall
              invoice EDS on or after the applicable Acceptance Date for the
              Licensed Software covered by such invoice. Periodic payments, if
              any, due to Supplier pursuant to this Agreement shall be invoiced
              at the beginning of the period to which they apply. Payment for
              any other Services shall be invoiced as agreed upon by the parties
              or, in the absence of an agreement, upon completion of such
              Services.

         (b)  A "correct" invoice shall contain (i) Supplier's name and invoice
              date, (ii) the specific Purchase Order number if applicable, (iii)
              description including serial number as applicable, price, and
              quantity of the Licensed Software or Services actually delivered
              or rendered, (iv) credits (if applicable), (v) name (where
              applicable), title, phone number, and complete mailing address of
              responsible official to whom payment is to be sent, and (vi) other
              substantiating documentation or information as may reasonably be
              required by EDS from time to time. A correct invoice must be
              submitted to the appropriate invoice address listed on the
              applicable Purchase Order.

6.05     TAXES.
         (a)  Unless EDS provides evidence of exemption, EDS shall pay or
              reimburse Supplier, where EDS is liable under applicable tax
              statute, amounts equal to taxes which are imposed upon EDS'
              acquisition of Products or Services including federal excise
              taxes, or sales or use taxes; provided, however, EDS shall not be
              obligated to pay or reimburse Supplier for any taxes attributable
              to the sale of any Products or Services which are imposed on or
              measured by net or gross income, capital, net worth, franchise,
              privilege, any other taxes, or assessments, nor any of the
              foregoing imposed on or payable by Supplier.

         (b)  Supplier agrees to reasonably cooperate with EDS in the audit or
              minimization of any applicable tax and shall make available to
              EDS, and any taxing authority, all information, records, or
              documents relating to any audits or assessments attributable to or
              resulting from the payment process under this Agreement, and the
              filing of any tax returns or the contesting of any tax.

                                       16
<PAGE>   21
              EDS shall not be obligated to pay or reimburse Supplier for
              additions to taxes, penalties, interest, fees, or other expenses
              or costs, if any, incurred by EDS as a result of, or attributable
              to, (i) Supplier's failure to verify taxability of a purchase,
              (ii) Supplier's failure to correctly calculate or remit taxes in a
              timely manner, or (iii) Supplier's negligence, misconduct or
              failure to file properly any required returns or reports, or other
              required documents.

         (c)  Upon written notification by EDS and subsequent verification by
              Supplier, Supplier shall reimburse or credit, as applicable, EDS
              in a timely manner, for any and all taxes erroneously paid by EDS.

         (d)  EDS shall provide Supplier with, and Supplier shall accept in good
              faith, resale, direct pay, or other exemption certificates, as
              applicable. Supplier agrees to separately identify on the invoice
              the taxable and non-taxable purchases, the types of tax and the
              taxing authorities.

         (e)  Where Products are destined or Services are performed
              internationally, then at EDS' direction, payment may be made by
              EDS or its affiliate (i) in country to the local representative of
              Supplier, (ii) in the United States, or (iii) in a country
              mutually agreed upon by the parties.

         (f)  If EDS or an affiliate of EDS is required by law to make any
              deduction or to withhold from any sum payable hereunder, then the
              sum payable by EDS or such affiliate of EDS upon which the
              deduction is based shall be paid to Supplier net of such deduction
              or withholding. EDS or such affiliate of EDS shall pay the
              applicable tax authorities any such required deduction or
              withholding.


                             ARTICLE 7. TERMINATION

7.01     TERMINATION FOR CAUSE.
         Except as provided below by Section 7.03 of this Agreement titled
         "Termination for Non-Payment," in the event that either party
         materially or repeatedly defaults in the performance of any of its
         duties or obligations set forth in this Agreement, and such default is
         not substantially cured within thirty (30) days after written notice is
         given to the defaulting party specifying the default, then the party
         not in default may, by giving written notice thereof to the defaulting
         party, terminate the applicable license or Purchase Order relating to
         such default as of a date specified in such notice of termination.


7.02     TERMINATION FOR INSOLVENCY OR BANKRUPTCY.
         Either party may immediately terminate this Agreement and any Purchase
         Order by giving written notice to the other party in the event of (i)
         the liquidation or insolvency of the other party, (ii) the appointment
         of a receiver or similar officer for the other party, (iii) an
         assignment by the other party for the benefit of all or substantially
         all of its creditors, (iv) entry by the other party into an agreement
         for the composition, extension, or readjustment of all or substantially
         all of its obligations, or (v) the filing of a meritorious petition in
         bankruptcy by or against the other party under any bankruptcy or
         debtors' law for its relief or reorganization which is not dismissed
         within sixty (60) days of its filing.

7.03     TERMINATION FOR NON-PAYMENT.
         Supplier may terminate any license or Purchase Order, if EDS fails to
         make a payment on such Purchase Order within thirty (30) days when due
         that is not the subject of a good faith dispute between the parties or
         to make a payment that was the subject of a good faith dispute between
         the parties within thirty (30) days of final resolution of such
         dispute, shall be deemed to be a material breach of this Agreement.
         Supplier may also terminate this Agreement and all Purchase Orders
         thereunder, if EDS has been provided with written notice that, for at
         least sixty (60) consecutive days, EDS has had an outstanding balance
         of past due payments, which is not subject to a good faith dispute, of
         at least $1 million, and such amount has not been paid within
         forty-five (45) days of such notice.

                                       17
<PAGE>   22

7.04  TERMINATION OF SOFTWARE LICENSE.
      EDS may terminate any license, except licenses granted for resale, for any
      reason by providing written notice to Supplier, provided that any license
      or subscription fees due or to be owed for such license to which EDS has
      previously committed shall remain payable to Supplier. If EDS elects to so
      terminate a license, EDS shall return to Supplier or, at EDS' option,
      destroy, all copies of the Licensed Software and Documentation in EDS'
      possession which are the subject of the terminated License. In such event,
      Supplier shall refund to EDS a prorated amount of any prepaid charges for
      support Services for the Licensed Software.

7.05  RIGHTS UPON TERMINATION.
      Unless specifically terminated as set forth in this Article, all licenses
      (and EDS' right to use the Licensed Software in accordance with such
      licenses) and Purchase Orders which require performance or extend beyond
      the term of this Agreement shall, at EDS' option (except for Subscription
      Licenses which shall continue for their term unless terminated pursuant to
      this Article), be so performed and extended for the term of the grant
      therefor and shall continue to be subject to the terms and conditions of
      this Agreement; provided, however, that Supplier shall not be obligated to
      provide any support and maintenance (except as part of a Subscription
      License (as defined in Exhibit B), or for the remainder of a prepaid
      annual support period), or any other Services related thereto. For
      purposes of this Article, the termination of this Agreement pursuant to
      Section 7.03 or a Purchase Order due to a breach by EDS as set forth in
      Sections 7.01 or 7.03, shall automatically include the termination of the
      licenses related thereto.

7.06  RETURN OF MATERIALS.
      Upon termination of a license, EDS shall (i) cease using any and all
      copies of the Products associated therewith, and (ii) return to Supplier
      all copies of the Products and Confidential Information received from
      Supplier related thereto, and all other tangible materials related to the
      Products, including without limitation, all modifications and derivative
      works thereof.

                            ARTICLE 8. MISCELLANEOUS

8.01  BINDING NATURE, ASSIGNMENT, AND SUBCONTRACTING.
      This Agreement shall be binding on the parties and their respective
      successors in interest and assigns, but neither party shall have the power
      to assign this Agreement without the prior written consent of the other,
      which consent shall not be unreasonably withheld. If Supplier subcontracts
      or delegates any of its duties or obligations of performance in this
      Agreement or in a Purchase Order to any third party, Supplier shall remain
      fully responsible for complete performance of all of Supplier's
      obligations set forth in this Agreement or in such Purchase Order and for
      any such third party's compliance with the non-disclosure and
      confidentiality provisions set forth in this Agreement.

8.02  AUTHORITY TO CONTRACT.
      Supplier shall not enter into any contract related to the licensing of
      software, or the provision of software-related services, to EDS or a legal
      entity that Supplier knows is an EDS Affiliate, including without
      limitation, software license agreements, schedules or amendments to this
      Agreement, professional services agreements, evaluation agreements,
      software development agreements, and related non-disclosure agreements,
      other than through or with the prior written consent of the EDS Global
      Purchasing or its designated successor organization. Supplier acknowledges
      and agrees that no one other than: (a) the duly authorized representatives
      of the EDS Global Purchasing Group, and (b) Vice Presidents and above,
      after consultation with duly authorized representatives of the EDS Global
      Purchasing Group, may bind or obligate EDS in any manner whatsoever under
      any contracts with Supplier of the types described in this Section 8.02.



                                       18
<PAGE>   23
8.03  COUNTERPARTS.
      This Agreement may be executed in several counterparts, all of which taken
      together shall constitute one single agreement between the parties.

8.04  HEADINGS.
      The Article and Section headings used in this Agreement are for reference
      and convenience only and shall not enter into the interpretation hereof.

8.05  AUTHORIZED AGENCY.
      From time to time and at any time, EDS may assume operational
      responsibility for products acquired directly or indirectly from Supplier
      by third parties which become customers or affiliates, or which are
      acquired by EDS, after the Effective Date.

      (a)  With respect to such customers, and immediately upon execution of a
           contract between EDS and a customer, the products acquired from
           Supplier by such customer shall be governed by the terms and
           conditions of this Agreement and EDS may use such products in
           accordance with this Agreement at no additional charge to EDS or its
           customer, provided, however, that any software obtained from Supplier
           by such customer may only be used by EDS on behalf of that customer,
           and EDS shall pay all fees due under the customer agreement up to the
           expiration of such agreement, and the customer shall be bound by all
           confidentiality and use restrictions in such customer agreement. With
           respect to each such customer, Supplier, EDS and the customer shall
           execute an access agreement authorizing EDS' use of the products.
           Such access agreement shall be in a form substantially similar to the
           Third Party System Access Agreement attached to this Agreement as
           Exhibit C.

      (b)  With respect to any such affiliate, and upon Supplier's receipt of
           written notice from EDS and such affiliate, the license or other
           agreement governing the use and support of such products shall
           automatically be deemed to have been assigned to EDS, provided,
           however, that subject to payment of fees set forth in subsection (a)
           above, such assigned license or other agreement shall be superseded
           by, and the use and support of the products shall be governed by, the
           terms and conditions of this Agreement.

      (c)  With respect to any third party with which EDS either (i) buys,
           leases, or otherwise acquires all or a substantial part of the assets
           or business of such third party, or (ii) consolidates with or merges
           with said third party, the license or other agreement governing the
           use and support of such products shall automatically be deemed to
           have been assigned to EDS. At that time, EDS may supersede such
           assigned license or other agreement with the terms and conditions of
           this Agreement, in which case the use and support of the products
           shall be governed by the terms and conditions of this Agreement, or
           EDS may elect to have the assigned license or other agreement
           continue to govern the use of such products.

8.06  RELATIONSHIP OF PARTIES.
      Supplier is performing pursuant to this Agreement only as an independent
      contractor. Supplier has the sole obligation to supervise, manage,
      contract, direct, procure, perform or cause to be performed its
      obligations set forth in this Agreement, except as otherwise agreed upon
      by the parties. Nothing set forth in this Agreement shall be construed to
      create the relationship of principal and agent between Supplier and EDS.
      Supplier shall not act or attempt to act or represent itself, directly or
      by implication, as an agent of EDS or its affiliates or in any manner
      assume or create, or attempt to assume or create, any obligation on behalf
      of, or in the name of, EDS or its affiliates.

8.07  CONFIDENTIALITY.
      Each party acknowledges that in the course of performance of its
      obligations pursuant to this Agreement, such party may obtain confidential
      and/or proprietary information of the other party or its affiliates or
      customers. "Confidential Information" includes: information relating to
      development plans, costs,


                                       19
<PAGE>   24
      finances, marketing plans, equipment configurations, data, access or
      security codes or procedures utilized or acquired, business opportunities,
      names of customers, research, and development; proprietary software; the
      terms, conditions and existence of this Agreement; the pricing provisions
      included within or incorporated into this Agreement; any information
      designated as confidential in writing or identified as confidential at the
      time of disclosure if such disclosure is verbal or visual; and any copies
      of the prior categories or excerpts included in other materials created by
      the recipient party. Each party hereby agrees that all Confidential
      Information communicated to it ("Receiving Party") by the other, its
      affiliates, or customers (collectively, "Disclosing Party"), whether
      before or after the Effective Date, shall be and was received in strict
      confidence, shall be used only for purposes of this Agreement, and shall
      not be disclosed by the Receiving Party, its agents or employees without
      the prior written consent of the Disclosing Party. This provision shall
      not apply to Confidential Information which is (i) as shown by the written
      records of the Receiving Party, already known by the receiving without an
      obligation of confidentiality, (ii) publicly known or becomes publicly
      known through no unauthorized act of the Receiving Party, (iii) rightfully
      received from a third party without obligation of confidentiality, (iv)
      approved by the Disclosing Party for disclosure. The Receiving Party may
      disclose that portion of the Confidential Information of the Disclosing
      Party as required to be disclosed pursuant to a requirement of a
      governmental agency or law so long as the Receiving Party provides the
      Disclosing Party with timely prior written notice of such requirement and
      cooperates in obtaining a protective order or similar treatment. The
      obligations of the parties under this Section 8.07 shall be in effect
      during the term of this Agreement and for a period lasting (4) years
      thereafter.

8.08  MEDIA RELEASES.
      Except for any announcement intended solely for internal distribution by
      each party or any disclosure required by legal, accounting, or regulatory
      requirements, all media releases, public announcements, or public
      disclosures (including, but not limited to, promotional or marketing
      material) by either party or its employees or agents relating to this
      Agreement or its subject matter, or including the name, trade name, trade
      mark, or symbol of the other party or any affiliate of the other party,
      shall be coordinated with and approved in writing by the other party prior
      to the release thereof. Supplier shall not represent directly or
      indirectly that any Licensed Software or Service provided by Supplier to
      EDS has been approved or endorsed by EDS or include the name, trade name,
      trade mark, or symbol of EDS or any affiliate of EDS on a list of
      Supplier's customers without EDS' express written consent.

8.09  DISPUTE RESOLUTION.
      In the event of any disagreement regarding performance under or
      interpretation of this Agreement and prior to the commencement of any
      formal proceedings, the parties shall continue performance as set forth in
      this Agreement and shall attempt in good faith to reach a negotiated
      resolution by designating a representative of appropriate authority to
      resolve the dispute. Notwithstanding anything to the contrary in the
      foregoing, Supplier shall be entitled to seek equitable or legal relief
      without meeting the requirements of the previous sentence for any
      violation of Section 4.07 of this Agreement.

8.10  PROPOSALS AND SPECIAL PROJECTS.
      EDS may request a written proposal, quote, or bid from Supplier for the
      provision of Licensed Software and/or Services for a specific EDS project
      which may be governed by separately negotiated terms and conditions. In
      such event, any Licensed Software and Services obtained for such project
      shall be deemed for purposes of calculating accumulated purchases and any
      discounts set forth in this Agreement, to have been obtained pursuant to
      this Agreement.

8.11  GOVERNMENTAL CUSTOMERS.
      This Agreement shall apply to the acquisition of Licensed Software or
      Services for use in or in support of the performance of, or resale under,
      a contract with a state, county, or local governmental entity (a
      "Governmental Customer"). Supplier and EDS may negotiate in good faith a
      supplemental agreement incorporating required flow-down provisions or
      other provisions relating to, applicable to, or required by such
      Governmental Customer or the proposed contract between EDS and such
      Governmental Customer.


                                       20
<PAGE>   25
      All Licensed Software and Services obtained pursuant to this Section shall
      be deemed for purposes of calculating accumulated purchases and any
      discounts set forth in this Agreement, to have been obtained pursuant to
      this Agreement, including purchases made by EDS in support of the United
      States Federal Government under a separate contract with Supplier.

8.12  INTERNATIONAL BUSINESS.
      This Agreement shall apply in countries outside the United States and its
      territories. Supplier and EDS and/or their respective agents,
      distributors, or affiliates authorized to conduct business in such
      countries may negotiate in good faith supplemental agreements
      incorporating further terms and conditions required by local law. All
      Licensed Software and Services obtained pursuant to this Section shall be
      deemed for purposes of calculating the accumulated purchases and any
      discounts set forth in this Agreement, to have been obtained pursuant to
      this Agreement.

8.13  COMPLIANCE WITH LAWS.
      In the performance of its obligation under this Agreement, each party
      shall comply with the requirements of all applicable laws, ordinances, and
      regulations of the United States or any state, country, or other
      governmental entity. In particular, both parties agree to comply with the
      United States Export Administration Act, Executive Order No. 11246, as
      amended by Executive Order No. 11375, the Vietnam Era Veterans
      Readjustment Assistance Act of 1974, the Rehabilitation Act of 1973, the
      Immigration Reform and Control Act of 1986, and the Americans With
      Disabilities Act. This Section incorporates by reference all provisions
      required by such laws, orders, rules, regulations, and ordinances. Each
      party shall indemnify, defend, and hold the other harmless from and
      against any and all claims, actions, or damages arising from or caused by
      such party's failure to comply with the foregoing.

8.14  EXPORT.
      Neither party shall export any Products or information protected hereunder
      by an obligation of confidentiality from the United States, either
      directly or indirectly, without first obtaining a license or clearance as
      required from the U.S. Department of Commerce or other agency or
      department of the United States Government.

8.15  NOTICES.
      Wherever one party is required or permitted to give notice to the other
      pursuant to this Agreement, such notice shall be deemed given when
      delivered in hand, when mailed by registered or certified mail, return
      receipt requested, postage prepaid, or when sent by a third party courier
      service where receipt is verified by the receiving party's acknowledgment,
      and addressed as follows:

      In the case of EDS:

           Electronic Data Systems Corporation
           5400 Legacy Drive
           Plano, Texas 75024
           Attn: Manager, Contracts Administration

      In the case of Supplier:

         ServiceWare Technologies, Inc.
         333 Allegheny Avenue
         Oakmont, Pennsylvania  15139
         Attn: Contracts Administrator

      Either party may from time to time change its address for notification
      purposes by giving the other party written notice of the new address and
      the date upon which it will become effective; first class, postage
      prepaid, mail shall be acceptable for provision of change of address
      notices.



                                       21
<PAGE>   26
8.16  FORCE MAJEURE.
      The term "Force Majeure" shall be defined to include fires or other
      casualties or accidents, acts of God, severe weather conditions, strikes
      or labor disputes, war or other violence, or any law, order, proclamation,
      regulation, ordinance, demand, or requirement of any governmental agency.

      (a)  A party whose performance is prevented, restricted, or interfered
           with by reason of a Force Majeure condition shall be excused from
           such performance to the extent of such Force Majeure condition so
           long as such party provides the other party with prompt written
           notice describing the Force Majeure condition and takes all
           reasonable steps to avoid or remove such causes of nonperformance and
           immediately continues performance whenever and to the extent such
           causes are removed.

      (b)  If, due to a Force Majeure condition, the scheduled time of delivery
           or performance is or will be delayed for more than thirty (30) days
           after the scheduled date, the party not relying upon the Force
           Majeure condition may terminate, without liability to the other
           party, the Purchase Order or any portion thereof covering the delayed
           Products or Services.

      (c)  If a Force Majeure condition or other delay by Supplier causes EDS to
           terminate its business relationship with a third party for whom
           delayed Products were ordered and EDS has no alternative use for the
           Products after using reasonable efforts to relocate or otherwise
           utilize the Products, then EDS may terminate the applicable Purchase
           Order and Supplier shall refund to EDS all amounts paid thereunder
           related to such third party.

8.17  SEVERABILITY.
      If, but only to the extent that, any provision of this Agreement is
      declared or found to be illegal, unenforceable, or void, then both parties
      shall be relieved of all obligations arising under such provision, it
      being the intent and agreement of the parties that this Agreement shall be
      deemed amended by modifying such provision to the extent necessary to make
      it legal and enforceable while preserving its intent. If that is not
      possible, another provision that is legal and enforceable and achieves the
      same objective shall be substituted. If the remainder of this Agreement is
      not affected by such declaration or finding and is capable of substantial
      performance, then the remainder shall be enforced to the extent permitted
      by law.

8.18  WAIVER.
      Any waiver of this Agreement or of any covenant, condition, or agreement
      to be performed by a party under this Agreement shall (i) only be valid if
      the waiver is in writing and signed by an authorized representative of the
      party against which such waiver is sought to be enforced, and (ii) apply
      only to the specific covenant, condition or agreement to be performed, the
      specific instance or specific breach thereof and not to any other instance
      or breach thereof or subsequent instance or breach.

8.19  REMEDIES.
      Except with respect to remedies identified as sole and exclusive remedies
      in this Agreement, all remedies set forth in this Agreement, or available
      by law or equity shall be cumulative and not alternative, and may be
      enforced concurrently or from time to time.

8.20  SURVIVAL OF TERMS.
      Termination or expiration of this Agreement for any reason shall not
      release either party from any liabilities or obligations set forth in this
      Agreement which (i) the parties have expressly agreed shall survive any
      such termination or expiration, or (ii) remain to be performed or by their
      nature would be intended to be applicable following any such termination
      or expiration.

8.21  NONEXCLUSIVE MARKET AND PURCHASE RIGHTS.
      It is expressly understood and agreed that this Agreement does not grant
      to Supplier an exclusive right to provide to EDS any or all of the
      Licensed Software and Services and shall not prevent EDS from developing
      or acquiring from other suppliers computer software programs or services
      similar to the


                                       22
<PAGE>   27
      Licensed Software and Services. Supplier agrees that acquisitions by EDS
      pursuant to this Agreement shall neither restrict the right of EDS to
      cease acquiring nor require EDS to continue any level of such
      acquisitions. Estimates or forecasts furnished by EDS to Supplier prior to
      or during the term of this Agreement shall not constitute commitments.
      Supplier is free to enter into similar agreements, including without
      limitations for similar products and services, with any other third party.

8.22  GOVERNING LAW.
      THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT
      BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON
      CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND
      OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES,
      OF THE STATE OF TEXAS.`

8.23  ENTIRE AGREEMENT.
      This Agreement constitutes the entire and exclusive statement of the
      agreement between the parties with respect to its subject matter and there
      are no oral or written representations, understandings or agreements
      relating to this Agreement which are not fully expressed in the Agreement.
      This Agreement shall not be amended except by a written agreement signed
      by both parties. All exhibits, documents, and schedules referenced in this
      Agreement or attached to this Agreement, and each Purchase Order are an
      integral part of this Agreement. In the event of any conflict between the
      terms and conditions of this Agreement and any such exhibits, documents,
      or schedules, the terms of this Agreement shall be controlling unless
      otherwise stated or agreed. In the event of a conflict between the terms
      and conditions of this Agreement and a Purchase Order issued in accordance
      with Article II, the terms of this Agreement shall be controlling. Any
      other terms or conditions included in any shrink-wrap license agreements,
      quotes, invoices, acknowledgments, bills of lading, or other forms
      utilized or exchanged by the parties shall not be incorporated in this
      Agreement or be binding upon the parties unless the parties expressly
      agree in writing or unless otherwise provided for in this Agreement.



                                       23
<PAGE>   28
         IN WITNESS WHEREOF, Supplier and EDS acknowledge that each of the
provisions of this Agreement were expressly agreed to and have each caused this
Agreement to be signed and delivered by its duly authorized officer or
representative as of the Effective Date.


<TABLE>
<CAPTION>
ELECTRONIC DATA SYSTEMS CORPORATION                  SERVICEWARE TECHNOLOGIES, INC.
<S>                                                  <C>
By:      /s/ David W. Dalski                         By:      /s/ Mark Finkel
   ------------------------------------------           ---------------------------------

Printed Name:     David W. Dalski                    Printed Name:     Mark Finkel
             --------------------------------                     -----------------------

Title: Director, Global Strategic Development        Title:   Chief Financial Officer
      ---------------------------------------              ------------------------------

Date: 6/30/00                                        Date:    7/5/00
     ----------------------------------------             -------------------------------

                                                     Fed. Tax ID #:    25-1647861
                                                                   ----------------------
</TABLE>



                                       24
<PAGE>   29
                                   EXHIBIT A:
                             EDS BUSINESS PRACTICES

EDS' suppliers have played a key role in our continuous growth and success. We
sincerely appreciate your support. In order to avoid any conflict of interest
between our suppliers and EDS employees and to keep business relationships on a
professional basis, EDS has established and briefed its employees on the
following business practices. Please review these business practices carefully
and give a copy of this Exhibit to any of your associates who have a need to
know.

 1.   EDS expects its suppliers to provide a quality product or service for
      which they will be fairly paid.

 2.   In selecting suppliers, EDS will test the market to assure quality of
      service and fairness of price.

 3.   No EDS employee is to ask for anything of value from a supplier. Gifts
      from a supplier such as tickets to athletic events, concerts or the
      theater, personal travel, or any type of personal item are discouraged by
      our business practices.

 4.   If any EDS employee is offered or accepts an item of value from a
      supplier, the employee is to report it to the appropriate EDS management.

 5.   If any EDS employee engages in any type of unethical behavior such as
      requesting anything of value from a supplier, the supplier is requested to
      report the incident to the Director of Purchasing or the General Counsel
      of EDS.

 6.   Occasional meals during visits to a supplier's facilities or a customer's
      location during which a supplier incurs normal and reasonable marketing
      expenses are acceptable. The EDS employee is required to report such meal
      expenses to their management.

EDS appreciates your cooperation in complying with these business practices.


                                       A-1
<PAGE>   30
                                   EXHIBIT B:
                            CHARGES, PRICES, AND FEES

Except for the charges for the Web Service Delivery Portal Project (as defined
below), EDS may purchase licenses for the Licensed Software set forth below at
Supplier's then current list price, less a [***]% discount.

Maintenance and support Services for use for other than resale shall be provided
at Supplier's then current list price therefor less [***]%.

For Maintenance and support Services resold by EDS where the customer contracts
with EDS, EDS shall pay to Supplier, the greater of (i) [***]% of Supplier's
then current list price for such maintenance or support, or (ii) [***]% of the
net revenue invoiced by EDS to the end-user therefor.

For the initial sale of Maintenance and support Services sold by Supplier
concurrently with the sale of Licensed Software by EDS to an end-customer,
Supplier shall pay to EDS a commission equal to [***]% of Supplier's list price
for such maintenance and support Services.

Any other Services provided by Supplier hereunder shall be provided according to
Supplier's then current list price.

Any Product or Service purchased outside the United States or for use outside
the United States shall be subject to a [***]% uplift, except for Products used
with the Web Service Delivery Portal Project (as defined below).

The Supplier's current list prices are as follows:

1. eService SUITE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Product                            Perpetual License                     Annual Subscription
                                   (does not include maintenance)        (includes maintenance)

----------------------------------------------------------------------------------------------------
<S>                                <C>                                   <C>
ESERVICE ARCHITECT                 $[***] PER SEAT                       NOT AVAILABLE
Only a member of the
service/support organization
of the customer who is
responsible for managing the
knowledge base, which may
include any or all of the
following: authoring,
administration, quality
assurance and technical
support, may use eService
Architect.
----------------------------------------------------------------------------------------------------
ESERVICE PROFESSIONAL              $ [***] PER SEAT                      NOT AVAILABLE
Only a member of the service
organization of the customer
who provides support for
others; i.e., first- and second-
----------------------------------------------------------------------------------------------------
</TABLE>


                                      B-1
<PAGE>   31
<TABLE>
<S>                                <C>                                   <C>
level help desk and customer
service analysts, field
engineers, and network
administrators
----------------------------------------------------------------------------------------------------
ESERVICE SITE                      NAMED USER SEAT PRICING               NAMED USER SEAT PRICING
                                   $[***] PER NAMED USER                 $[***] PER NAMED USER
                                   (EDS PRICE $[***] PER SEAT, [***]%    (EDS PRICE $[***] PER
                                   DISCOUNT DOES NOT APPLY)              SEAT, [***]% DISCOUNT
                                                                         DOES NOT APPLY)
                                   CONCURRENT PRICING
                                                                         CONCURRENT PRICING
                                   $[***] PER SEAT
                                                                         NOT AVAILABLE

                                   SERVER-BASED PRICING
                                                                         SERVER-BASED PRICING
                                   SVRS   OR CPU/SVR   NAMED
                                                       USERS   PRICING   NOT AVAILABLE

                                   1          2           50    $[***]
                                   1          2          100    $[***]
                                   1          3          300    $[***]
                                   1          4          500    $[***]
                                   2          4        1,000    $[***]
                                   3          4        1,500    $[***]
                                   4          4        2,000    $[***]
----------------------------------------------------------------------------------------------------
Software Options                   Site - Perpetual License              Site - Annual Subscription
----------------------------------------------------------------------------------------------------
REPLICATION (FEATURE THAT          $[***]                                NOT AVAILABLE
SYNCS UP MULTIPLE SERVERS.)
MODULE USED WITH ARCHITECT.
----------------------------------------------------------------------------------------------------
Maintenance
----------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE AND            ANNUAL                                18% OF SOFTWARE LIST PRICE
SUPPORT                                                                  (INCLUDING REPLICATION) AT
                                                                         TIME OF BILLING
----------------------------------------------------------------------------------------------------
</TABLE>

      For purposes of this Exhibit and this Agreement, the purchase of a "Seat
      License" allows access by one workstation per seat purchased to the
      applicable Licensed Software, and does not refer to the number of
      individual users who may use the particular portion of the Licensed
      Software. EDS may make copies of the applicable Licensed Software for
      which a seat license is purchased, to be placed on as many servers as
      required to support the number of seats purchased. Additionally, EDS may
      load on each workstation for which a seat is purchased, the workstation
      portion of such applicable Licensed Software.

      For purposes of this Exhibit and this Agreement, the purchase of a "Named
      User Seat License" allows access by one identified workstation per seat
      purchased to the applicable Licensed Software, and does not refer to the
      number of individual users who may use the particular portion of the
      Licensed Software. Only identified workstations may access the Licensed
      Software. EDS may make copies of the applicable Licensed Software for
      which a named user seat license is purchased, to be placed on as many
      servers as required to support the number of named user seats purchased.
      Additionally, EDS may load on each


                                      B-2
<PAGE>   32
      identified workstation for which a named user seat is purchased, the
      workstation portion of such applicable Licensed Software. EDS may change
      the workstation for which a seat is purchased, provided that it first
      deinstalls the Licensed Software from the previous workstation.

      For purposes of this Exhibit and this Agreement, the purchase of a
      "Concurrent License" allows access to the particular portion of the
      Licensed Software by the maximum number of users (connections) permitted
      to access the applicable Licensed Software at any one time -- i.e., peak
      load. EDS may make copies of the applicable Licensed Software to be placed
      on as many servers as required to support the number of concurrent
      connections purchased. No portions of the applicable Licensed Software may
      be loaded on a workstation which accesses such Licensed Software.

      For purposes of this Exhibit and this Agreement, a "Server Based License"
      allows for the use of the particular portion of the Licensed Software to
      be used on a the distinct number of servers as set forth above or the
      applicable number of CPUs as set forth above, to support the number of
      Named User Seats as outlined above.


      WEB SERVICE DELIVERY PORTAL PROJECT.

      GENERAL. Supplier and EDS acknowledges that a group within EDS is
      currently developing a Web based portal project for EDS to provide
      Outsourcing services to its end users via a Web access portal ("Web
      Service Delivery Portal Project"). EDS would like to use, and Supplier
      would like to supply, the Licensed Software as part of the Web Service
      Delivery Portal Project. The parties agree that the Licensed Software is
      hereby licensed to EDS subject to all of the terms and conditions of this
      Agreement, accept for the special terms and conditions applicable only to
      the use of the Licensed Software for the Web Service Delivery Portal
      Project as set forth in this Exhibit.

      LICENSE GRANT. Upon the execution of this Agreement, Supplier grants to
      EDS, and EDS accepts, a three year subscription license for 500,000 Named
      User Seats for the eService Site for the Web Service Delivery Portal
      Project, in consideration of the payments set in the next paragraph.
      Additionally, upon the delivery of the eService Site, Supplier shall grant
      to EDS, at no additional charge, a license to use the number of Seat
      Licenses for eService Architect and for eService Professional as needed to
      support the Web Service Delivery Portal Project solely to be used for the
      Web Service Delivery Portal Project. The subscription for 500,000 Named
      User Seats for the eService Site may be used by EDS for Projects other
      than the Web Portal Project, but not for resale. The Seat Licenses
      provided pursuant to this paragraph for eService Architect and for
      eService Professional are solely for use with the Web Service Delivery
      Portal Project and shall not be used to support any other Project or for
      resale.

      PAYMENTS. Concurrently with the execution of this Agreement, EDS shall
      place a non-cancelable, non-refundable order for a three year Subscription
      License for the 500,000 Named User Seats for the eService Site described
      above at a price of $[***] per seat per year. Payment for such licenses
      shall be as follows:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                     Payment Amount               Payment Due
--------------------------------------------------------------------------------
<S>                                  <C>                         <C>
First Years Fees                         $[***]                  July 30, 2000
--------------------------------------------------------------------------------
Second Years Fees                        $[***]                  July 30, 2001
--------------------------------------------------------------------------------
Third Years Fees                         $[***]                  July 30, 2002
--------------------------------------------------------------------------------
</TABLE>


                                      B-3
<PAGE>   33
Each additional subscription for Named User Seat licenses for eService Site for
the Web Service Delivery Portal Project may be purchased on a three year
commitment for an additional $[***] per seat per year. The payments for each
additional Named User Seat license shall be as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                  Payment Amount                          Payment Due
-------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>
First Years Fees                  $[***] per seat             Thirty days after the Purchase
                                                              Order for such license, which
                                                             purchase order shall be provided
                                                          within thirty days of the first use of
                                                                        such license
-------------------------------------------------------------------------------------------------
Second Years Fees                 $[***] per seat             the first anniversary thereafter
-------------------------------------------------------------------------------------------------
Third Years Fees                  $[***] per seat            the second anniversary thereafter
-------------------------------------------------------------------------------------------------
</TABLE>

      The yearly payments set forth in this "Payments Section" shall be
      considered a Recurring Charge for purposes of Section 6.03 of this
      Agreement.

      At the conclusion of the three year subscription for the 500,000 Named
      User Seats for the eService Site for the Web Service Delivery Portal
      Project described above, EDS may purchase a perpetual license for such
      500,000 Named User Seats for a one time payment of $[***], plus $[***] per
      seat per year for maintenance and support Services therefor for the next
      two years. For the year following such two year period, Supplier may
      increase the maintenance and support fees therefor by not more than
      [***]% for such year, and by not more than [***] per year for each year
      thereafter.

      At the conclusion of each three year subscription for each additional
      Named User Seat license for the eService Site for the Web Service Delivery
      Portal Project above the 500,000 set forth above, EDS may purchase a
      perpetual license for each such additional Named User Seat, for a one time
      payment of $[***] per seat, plus $[***] per seat per year for maintenance
      and support Services therefor for the next two years. For the year
      following such two year period, Supplier may increase the maintenance and
      support fees therefor by not more than [***]% for such year, and by not
      more than [***] per year for each year thereafter.

      COPIES. Supplier shall provide to EDS a gold copy CD of the Licensed
      Software for use with the Web Service Delivery Portal Project for EDS to
      make the appropriate number of copies of the Licensed Software for the Web
      Service Delivery Portal Project. On July 30 and January 1 of each year,
      EDS shall provide to Supplier a written report showing the total number of
      licenses for the Products used for the Web Service Delivery Portal Project
      or transferred to another Project during the prior six month period.

      MAINTENANCE. Level one support for the Licensed Software for EDS and its
      end-users who use the Web Service Delivery Portal Project shall be the
      responsibility of EDS.



                                      B-4
<PAGE>   34
2. rightanswers.com



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                     SERVICE PROFESSIONAL    INTERNAL SELF-SERVICE    EXTERNAL
KNOWLEDGE CHANNEL                    LICENSES                LICENSE                  SELF-SERVICE
(annual subscription, only)                                                           LICENSE
<S>                                  <C>                     <C>                      <C>
FOUNDATION CHANNELS FROM
SUPPLIER
----------------------------------------------------------------------------------------------------

Supplier-authored content            PER SEAT:               TOTAL # OF USERS:
covering Microsoft Desktop
Applications, Back Office, and       $[***]                  $[***]                   Negotiated on
Operating Systems; hardware;                                                          a case-by-
Internet applications; Corel;                                                         case basis
Novell; Lotus; Y2K.

----------------------------------------------------------------------------------------------------
KNOWLEDGE CHANNEL FROM 3COM
----------------------------------------------------------------------------------------------------

                                     $[***] per seat         $[***] per seat          N/A

----------------------------------------------------------------------------------------------------
KNOWLEDGE CHANNELS FROM
MICROSOFT CORPORATION
----------------------------------------------------------------------------------------------------

Covers the following Microsoft       $[***] per seat         $[***] per seat          N.A.
product categories: Desktop
Applications; Back Office;
Operating Systems; Hardware;
Internet Applications; Macintosh
Applications; and Home
Entertainment.

----------------------------------------------------------------------------------------------------
KNOWLEDGE CHANNEL FROM NOVELL
----------------------------------------------------------------------------------------------------

Contains the Novell Technical        $[***] per seat         $[***] per seat          N.A.
Information Documents

----------------------------------------------------------------------------------------------------
ADDITIONAL KNOWLEDGE CHANNELS
FROM SUPPLIER
----------------------------------------------------------------------------------------------------

 SAP's R/3                           $[***] per seat         $[***] per seat          Negotiated on
                                                                                      a case-by-
                                                                                      case basis
----------------------------------------------------------------------------------------------------
</TABLE>



                                      B-5
<PAGE>   35
 (a) DESCRIPTION OF LICENSES

All prices are for annual subscriptions, which includes Support.

External Self-Service licenses are currently available only for the Channels
      authored by Supplier -- the ServiceWare Foundation Channels and Supplier's
      SAP's R/3 Channel.

There are no minimum purchase requirements. Purchase of Foundation Channels is
not required in order to purchase other Channels. There is no minimum number of
seats.

Service Professional: A member of the support organization who provides
      technical support for others; this includes first- and second-level help
      desk analysts, field engineers, and network administrators. Prices are for
      seats (workstations), not for individual named users.

Internal Self-Service: A license to give direct access to rightanswers.com to
      all the customer's employees (including consultants). The price is based
      on the total number of employees who may access the software, regardless
      of the actual number that will make use of rightanswers.com. For example,
      a customer with 2,500 employees who may have access to the Foundation
      Channels (Package 3) would pay $[***].

The Internal Self-Service license does not cover the customer's service
      professionals, for whom the customer must purchase individual Service
      Professional seat licenses.

External Self-Service: A license to give direct access to rightanswers.com to
      all the customer's registered customers, suppliers and partners via the
      Internet. Rightanswers.com can only be offered as part of the customer's
      self-service support offering and only in conjunction with information
      about the customer's products. It can not be offered via an unrestricted
      public-access Web site or as a 'stand-alone' offering.

Subscription sales for rightanswers.com may be discontinued by Supplier on
      thirty (30) days prior written notice.

EDS's right to resell licenses for rightanswers.com, or any portion thereof, is
      limited to sales as a stand-alone product or an integrated with the
      eService Suite.

Other offerings of rightanswers.com not set forth above may be added to this
      Agreement upon the mutual written consent of Supplier and EDS.




                                      B-6
<PAGE>   36
                                   EXHIBIT C:
                       THIRD PARTY SYSTEM ACCESS AGREEMENT

                                      AMONG

                                   {CUSTOMER},

                                   <<company>>

                                       AND

                       ELECTRONIC DATA SYSTEMS CORPORATION

         THIS Third Party System Access Agreement (the "Access Agreement")
effective as of {Effective Date}, is by and among {CUSTOMER LEGAL NAME}
("Customer"), <<company>> ("Supplier") and ELECTRONIC DATA SYSTEMS CORPORATION
("EDS").

                              W I T N E S S E T H:

         WHEREAS, Supplier owns certain software products (hereinafter referred
to as "Software") more specifically described in the {Supplier/Customer
Agreement Name}, dated {Supplier/Customer Agreement Date}, between Customer and
Supplier (the "License Agreement"); and

         WHEREAS, Supplier and EDS have entered into a {EDS/Supplier Agreement
Name}, dated {EDS/Supplier Agreement Date}, pursuant to which EDS may obtain
certain software products and services from Supplier (the "Master Agreement");

         WHEREAS, Customer and EDS have entered into an information technology
services agreement (the "ITS Agreement") pursuant to which EDS will provide data
processing and other services ("Services") requiring that EDS have access to the
Software; and

         WHEREAS, the parties desire that EDS undertake appropriate contractual
commitments to assure that the Software will be used only in accordance with and
subject to the terms and conditions of the Master Agreement and this Access
Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer, Supplier and EDS hereby
agree as follows:

      1.   Supplier hereby grants EDS the right to use, execute, store and
           display (collectively "Access") the Software set forth in Attachment
           1 to this Access Agreement for the purpose of performing its
           obligations pursuant to the ITS Agreement. The parties agree that
           EDS' Access of such Software, and Supplier's support and maintenance
           obligations with respect to the Software, shall be governed by the
           terms and conditions of the Master Agreement; provided, however, EDS
           may Access the Software for the sole and exclusive purpose of
           providing Services on behalf of Customer.

      2.   Customer shall be entitled to all protections under the Master
           Agreement, including, but not limited to, proprietary rights
           indemnification as defined in the Master Agreement.



                                      C-1
<PAGE>   37
      3.   The parties agree that EDS shall be Customer's agent for payment of
           any fees due to Supplier under the Master Agreement from the date of
           this Access Agreement until Supplier is notified otherwise. In the
           event of a conflict between this Access Agreement and the License
           Agreement, this Access Agreement will prevail.

      4.   This Access Agreement shall commence as of the date first set forth
           above and shall continue in effect until the earlier of (i) the
           termination of the ITS Agreement, (ii) Supplier's receipt of written
           notice from EDS that EDS' need to Access the Software has ceased, or
           (iii) the termination of the License Agreement. Upon termination of
           this Access Agreement, EDS shall discontinue all use of the Software
           and; provided that the License Agreement has not terminated,
           Customer's continued use of and Supplier's support and maintenance
           obligations with respect to the Software shall be governed by the
           terms and conditions of the License Agreement. At such time, EDS
           shall have no further liability or responsibility with respect to
           such Software.

         IN WITNESS WHEREOF, the parties have caused this Access Agreement to be
executed as of the dates indicated.

SERVICEWARE TECHNOLOGIES, INC.              {CUSTOMER}

By:                                         By:
   --------------------------------            ---------------------------------

Printed Name:                               Printed Name:
             ----------------------                      -----------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------

ELECTRONIC DATA SYSTEMS CORPORATION

By:
   --------------------------------

Printed Name:
             ----------------------

Title:
      -----------------------------

Date:
     ------------------------------




                                      C-2
<PAGE>   38
                                  ATTACHMENT 1

                                    SOFTWARE

This Attachment 1 shall automatically be deemed to include any and all software
products obtained by Customer from Supplier after the effective date of the ITS
Agreement.





                                      C-3
<PAGE>   39
                                   EXHIBIT D:
                               EDUCATION SERVICES

1.    Certain Definitions.  The following definitions apply to this Exhibit:

      (a)  "EDS Students" means employees of EDS and employees of EDS' customers
           or suppliers who receive Education Services and participate as
           students.

      (b)  "Education Services" includes, but is not limited to, student and
           instructor training, and time and material services provided or to be
           provided by Supplier pursuant to the Agreement and this Exhibit.

      (c)  "Location" means the place where Education Services are performed or
           are to be performed and/or where Documentation for Education Services
           is to be delivered.

2.    Supplemental Supplier Obligations. Supplier will provide to EDS the
      Education Services specified in each Purchase Order in accordance with the
      terms and conditions set forth in this Agreement and this Exhibit and
      will:

      (a)  Designate an individual who will be EDS' contact person at Supplier
           during the term of this Agreement and who shall have the authority
           and power to make management decisions relating to Education Services
           on behalf of Supplier. Such individual shall provide, at the request
           of EDS and within a reasonable period of time, any requested
           management decisions. Supplier may change the contact person upon
           notice to EDS.

      (b)  Provide sufficient Documentation for each EDS Student at no charge to
           EDS. EDS Students may retain all such Documentation after completion
           of the Educational Services to which such Documentation applies.

      (c)  Provide necessary education aids, such as references, films,
           overheads, or other similar instructional aids for use with Education
           Services.

      (d)  If Education Services are to occur at an EDS Location, request in
           writing in advance, any education or audiovisual materials or
           equipment which should be present at the EDS Location for use in
           teaching. Such materials or equipment may include, but shall not be
           limited to, overhead projectors, film projectors, flip charts, boards
           and markers, personal computers for EDS Students' use, etc.
           ("Training Aids").

      (e)  For Education Services which occur at an EDS Location, allow for the
           substitution or cancellation of EDS Students at no additional charge.

      (f)  Provide to EDS, within thirty (30) days of the end of each calendar
           quarter, a written report for the previous quarter indicating the
           Location, the dates, the aggregated Charges paid by EDS, and the
           number of EDS Students in attendance for all Education Services
           provided by Supplier during the previous quarter.

      (g)  Provide sufficient Employees for each Education Service offering to
           maintain a maximum student-to-instructor ratio of twenty-two (22)
           students to a team of one (1) instructor and one (1) co-instructor,
           unless otherwise agreed. In the provision of "train-the-trainer"
           Services, Supplier will provide


                                      D-1
<PAGE>   40
          sufficient Employees to maintain a maximum student-to-instructor ratio
          of eight (8) students to a team of one (1) instructor and one (1)
          co-instructor.

3.    Supplemental EDS Obligations. EDS will, at its own cost and expense,
      provide classroom facilities and reasonable and necessary Training Aids,
      based on availability and discretion, for classes at an EDS Location.

4.    Open and Closed Education Services. A Purchase Order shall indicate if a
      course is "open," which means that EDS Students and other commercial
      students may attend the course, or "closed," which means the course is
      only available to EDS Students. Public classes at Supplier's Location
      shall always be considered open.

5.    Charges. Where EDS is paying for Education Services on a flat fee per
      class basis, EDS shall not be required to pay any additional sums in the
      event of student substitution or the student fails to attend the class
      without notice. Where EDS is paying for the Education Services on a flat
      fee per student basis, EDS shall be required to pay only for those EDS
      Students actually in attendance.



                                      D-2
<PAGE>   41
Exhibit F
Direct Competitors

ServiceWare Competitors by Product Area


Software Competitors

       Primus
       ServiceSoft
       Peregrine
       Tivoli
       eGain
       Kana
       Knowledge Management Solutions

Content Competitors

       Knowledge Brokers
       RightNow Technologies
       EarthWeb
       Ask Jeeves
       My HelpDesk




                                      D-3