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                                                                   EXHIBIT 10.14

EXCLUSIVE SOFTWARE LICENSE AND USE AGREEMENT
--------------------------------------------

This Agreement is made and entered into as of the 21st day of December, 2000
("Effective Date"), by and between NetSolve, Incorporated ("NetSolve"), a
Delaware corporation, with its principal offices at 12331 Riata Trace Parkway,
Austin, Texas 78727 and NEC Corporation ("NEC"), a Japanese corporation, with
its principal offices at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan.

WHEREAS, NetSolve is the owner of all U.S. and foreign copyrights and other
proprietary rights in certain network programs and related documentation that
are the subject of this Agreement; and

WHEREAS, each party hereto represents that it is ready, willing, and able to
undertake the responsibilities and
obligations set forth in this Agreement, and that it possesses the rights,
resources, and capabilities to perform its responsibilities under this
Agreement;

NOW, THEREFORE, in consideration of the premises, and of the obligations herein
made and undertaken, the parties hereto do hereby covenant and agree as follows:

1.   Definitions:
     -----------

     As used in this Agreement:

     a)   "Licensed Products" shall mean those network management services
          programs, instructions and related material which are specifically
          identified on Schedule A, attached hereto and made a part hereof for
          all purposes, and any copies and Japanese language translations
          thereof as permitted herein. Licensed Products shall also include
          upgrades, updates and additional services, programs, instructions and
          related material which NetSolve and NEC mutually agree in writing from
          time to time to constitute Licensed Products hereunder.

     b)   "Software Fix" shall mean a modification to the Licensed Products to
          conform the operation of the Licensed Products to its mutually defined
          specifications per Schedule A or to correct any actual problem that is
          recognized by NetSolve and NEC as a problem required to be corrected
          for the Licensed Products, to perform at an appropriate level in
          NetSolve's and to the same level in NEC's business. On or before
          February 16, 2001, the parties will mutually agree on specified
          stability and performance expectations of the Licensed Products. Any
          failure of the Licensed Products to satisfy such specified
          expectations will require a Software Fix.

     c)   "NetSolve Documentation" shall mean the written technical
          documentation specifically referenced on Schedule A. NetSolve
          Documentation shall also include additional documentation which
          NetSolve and NEC mutually agree in writing from time to time
          constitute NetSolve Documentation hereunder.

     d)   "Developed Documentation" shall mean documentation developed by
          NetSolve under this Agreement or to be distributed in connection with
          sales of Licensed Products through NEC's direct and indirect channels.

     e)   "Customer" shall mean (i) any entity that has its principal place of
          business and executive management in Japan (a "Japanese Company") and
          (ii) any entity in which a Japanese Company has majority voting
          control (an "Affiliate Company"). Japanese Companies and Affiliate
          Companies qualify as Customers whether or not the NEC Services they
          purchase are used within Japan. Notwithstanding the foregoing,
          "Customer" shall not include any entity which purchases remote network
          management services from NEC Business Network Services, Inc. or any
          subsidiary or affiliate thereof. A customer may include a reseller of
          NEC Services, provided that any such reseller shall be limited to
          reselling NEC Services only to Customer.

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [*]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.

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     f)   "NEC Services" means remote network management services, incorporating
          or using the Licensed Products, provided by NEC to customers.

2.   Term:

     This Agreement shall commence on the date above and shall continue in force
     for a term of three (3) years unless terminated earlier under the
     provisions of this Agreement. Subject to the provisions of Section 9
     herein, at the end of the initial term, this Agreement shall extend
     automatically for additional one (1) year periods without notice unless
     thirty (30) days prior to the and of the term or extended period, either
     party notifies the other that this Agreement will not be extended for an
     additional one (1) year period.

3.   Grant of Rights to NEC:
     -----------------------

     a)   Licensed Products:  On or before February 16, 2001, the parties will
          -----------------
          agree to standards for the Licensed Products and include said
          standards on Schedule A (the "Standards"). As soon as practical
          thereafter, NetSolve shall deliver to NEC the Licensed Products,
          within thirty (30) days after NEC's receipt of the Licensed Products
          from NetSolve, NEC will inspect the Licensed Products for conformity
          with the Standards. NEC shall notify NetSolve in writing within such
          thirty (30) day period (subject to extension by force majeure) as to
          whether the licensed Products conform to such Standards. If the
          Licensed Products conform to such Standards, NEC may use the Licensed
          Products pursuant to Section 3b) below and the other provisions of
          this Agreement. If the Licensed Products do not conform to such
          Standards, NEC must identify specific defects that cause the Licensed
          Products not to meet the Standards. If NEC does not provide written
          notice of specific defects within said thirty (30) day period, the
          initial U.S. $* installment of the License Fee shall not be refundable
          to NEC, NetSolve shall have thirty (30) days (subject to extension by
          force majeure) from its receipt of written notice of such defects to
          cure the defects. If NetSolve timely offers a cure for the defects,
          NEC will again inspect the Licensed Products for conformity with the
          Standards within thirty (30) days. If the Licensed Products conform to
          such Standards, NEC may use the Licensed Products pursuant to Section
          3b) below and the other provisions of this Agreement. If the Licensed
          Products, as modified, do not conform to such Standards, this
          Agreement shall terminate immediately upon NEC's written notice of
          nonconformity and NEC shall have no right to use the Licensed Products
          in any manner and shall immediately return the Licensed Products to
          NetSolve. Notwithstanding the foregoing, if NetSolve is unable to cure
          the defects identified by NEC in accordance herewith, NetSolve shall
          refund the U.S. $* installment of the License Fee to NEC. If NEC does
          not accept the Licensed Products due to problems within NEC's control,
          the U.S. $* initial installment of the License Fee shall be non-
          refundable to NEC. If the defects are attributable to causes outside
          the control of either party, then U.S. $* of the initial installment
          of the License Fee shall be refunded to NEC.

     b)   Grant of License:  NetSolve hereby grants NEC an exclusive and non-
          ----------------
          transferable right to use the Licensed Products in object code form
          solely for the purpose of rendering NEC Services to Customers and for
          the management of NEC and its subsidiaries' own network (the
          "Permitted Use"). In addition, NEC may make a copy of software
          included within the Licensed Products for enhancing NEC Services for
          capacity, performance, and redundancy reasons and for archival
          purposes, and of documentation included within the Licensed Products
          to the extent reasonably necessary for exercising the rights granted
          under this Section 3b) In addition, NEC have the right to translate
          NetSolve copyrighted documentation from English to Japanese.
          Notwithstanding anything else herein to the contrary, NEC shall not
          use the Licensed Products for, or make available services involving
          the Licensed Products to, any entity that does not qualify as a
          Customer as defined above. Nothing in this Agreement shall prevent
          NetSolve from granting rights in the Licensed Products to other
          parties for any other purpose, including the provision of network
          management services to entities which are not Customers but, so long
          as NEC keeps exclusivity under c) below, NetSolve is prohibited to
          license the Licensed Products for Permitted Use to Customers in Japan.
          The exclusive nature of NEC's rights granted hereunder with respect to
          the Permitted Use shall be subject to Section c) below. NEC is
          expressly prohibited from decompiling, disassembling, or reverse
          engineering the Licensed Products in any manner whatsoever, and NEC is
          expressly prohibited from designing another product or system,
          including, without limitation, a

*    Certain confidential information on this page has been omitted and filed
     separately with the Securities and Exchange Commission.

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          competing product, that is based upon, any of the Licensed Products;
          provided, however, that NEC may continue to provide its existing
          network management service in its current form.

     c)   Exclusive Right:  In order to maintain the exclusive nature of the
          ---------------
          right to use the Licensed Products for the Permitted Use as described
          in Section b) above, NEC must pay NetSolve minimum annual payments in
          each of the years during the three year period described below of
          US$*, US$* and US$*, respectively(the "Exclusivity Amounts"). For this
          purpose, the first year shall begin upon the earlier of completion of
          the installation of NEC's Network Operation Center in Japan or June
          30, 2001, unless delay of installation of the NEC Network Operations
          Center is due to NetSolve's fault, in which case the Initiation Date
          shall be extended to the extent of the delay caused by NetSolve. The
          Exclusivity Amounts shall be comprised of the One Time License Fee
          (amortized over a 36 month life commencing with the Initiation Date),
          Royalty Fees, and Maintenance Fees due to NetSolve under this
          Agreement as described on Schedule B attached hereto and made a part
          hereof for all purposes by NEC. In the event NEC has not incurred the
          Exclusivity Amounts in any year, NEC shall have the right to either
          (i) pay the differences between the actual amounts incurred and the
          applicable Exclusivity Amount within thirty (30) days after the end of
          the applicable year period, or (ii) lose its exclusive right described
          in Section 3b) above while retaining its license rights as set forth
          herein to render NEC services to Customers on a non-exclusive basis.

     d)   Governmental Approvals: Notwithstanding anything herein seemingly to
          ----------------------
          the contrary, this Agreement, the license granted herein and the
          delivery of the Licensed Products are conditioned on the attainment of
          any required governmental approvals relating to the importation or
          exportation of the Licensed Products.

4.   License Fees:
     -------------

     a)   License Fees and Charges:  NEC agrees to pay the License Fee, Royalty
          ------------------------
          Fees and Maintenance Fees (collectively, the "Fees") as set forth in
          Schedule B hereto. Except as otherwise provided herein, the Fees shall
          not be increased during the initial three year Term of this Agreement.
          After the initial three year term of this Agreement, any increase in
          NetSolve's Fees shall not be effective until ninety (90) days after
          notification by NetSolve to NEC. Any such increase shall apply only to
          devices or services using the Licensed Products which are ordered
          after the date of NetSolve's notice of Fee increase. In the event of a
          Royalty and/or Maintenance Fee decrease, all devices or services using
          the Licensed Products which had been ordered but not implemented as of
          the date of NetSolve's notice of Fee decrease will be adjusted to take
          into consideration the fee decrease. NetSolve agrees to consider, in
          good faith, adjustments to the Fees in the event that the Fees at any
          point in time do not agree with market conditions.

     b)   Minimum Fees During Term.  NEC agrees that, during the initial three
          ------------------------
          (3) year term of this Agreement, it shall pay NetSolve minimum Fees of
          US $* ("Minimum Term Fee"). If, upon the completion of the initial
          three (3) year term of this Agreement, or upon the earlier termination
          of this Agreement for any reason (other than NEC not accepting the
          Licensed Products pursuant to the provisions of, and the procedure set
          forth in, Section 3a) above or if NEC terminates the agreement
          pursuant to Section 9d), the aggregate Fees actually paid by NEC to
          NetSolve hereunder is less than the Minimum Term Fee, NEC shall
          promptly pay NetSolve the difference between the aggregate Fees
          actually paid and the Minimum Term Fee.

     c)   Taxes and Charges: The Fees for the Licensed Products do not include
          ------------------
          any taxes except income or withholding tax, duties or any other
          charges of any kind that may be applicable to the purchase or
          transportation, importation or exportation of the Licensed Products.
          In the event the Japanese Government imposes any income or withholding
          tax on NetSolve and requires NEC to withhold such tax from the payment
          of the Fees, NEC shall notify NetSolve in sufficient time in advance
          of such withholding to allow NetSolve to fully exercise any and all
          appeal rights with respect to the assessment of such tax and
          withholding. If, after such appeal NEC is required to withhold from
          the payments hereunder, or if NetSolve chooses not to appeal such tax
          and withholding, NEC may withhold from the said payment in accordance
          with legal requirements. NEC shall provide NetSolve a tax receipt
          received from such tax authority and shall assist NetSolve in claiming
          and receiving a foreign tax credit. All

*    Certain confidential information on this page has been omitted and filed
     separately with the Securities and Exchange Commission.

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          freight, insurance and other shipping expenses, as well as expenses
          for any special packing requested by NEC, will be paid by NEC. NEC
          will also bear all applicable taxes, duties and similar charges,
          including any import or export duties or similar charges that may be
          assessed with respect to the delivery of the Licensed Products to NEC.

     d)   Payment Terms:  NEC shall pay the Fees to NetSolve pursuant to the
          ----------------
          payment schedule described in Schedule B. All payments by NEC to
          NetSolve hereunder shall be made in U.S. dollars and by means of wire
          transfer to the following bank account of NetSolve:

          Bank:          *
          ABA#:          *
          Account Name:  *
          Account#:      *

5.   New Product Capabilities:
     ------------------------

     NetSolve agrees to offer to NEC any new product capabilities incorporating
     or relating to the Licensed Products on terms and conditions mutually
     agreeable to the parties hereto. NEC may request NetSolve to modify the
     Licensed Products to perform additional functions and NetSolve will use
     good faith efforts to provide NEC cost estimates for the development of
     such modifications; provided, however, that NetSolve shall have no
     obligation to develop or provide such modifications. If NetSolve does not
     agree to provide the modifications, NEC may develop the modifications so
     long as such modifications do not infringe on NetSolve's rights.

6.   (Intentionally Left Blank)

7.   Product Warranty:
     ----------------

     a)   Limited Warranty:  NetSolve warrants that the Licensed Products shall
          ----------------
          be and perform in conformance with the Standards mutually agreed and
          NetSolve's specifications for such Licensed Products in effect on the
          date of this Agreement as long as the Software Maintenance Fee is paid
          by NEC.

     b)   Warranty Exclusions: The above limited warranty does not apply to any
          -------------------
          Licensed Products which (i) have not been installed, operated,
          repaired or maintained in accordance with any installation, handling,
          maintenance or operating instruction delivered by NetSolve to NEC, or
          (ii) have been subject to unusual physical or electrical stress,
          negligence or accident; or (iii) have been modified in a manner not in
          accordance with NetSolve's written instructions.

     c)   No Other Warranty: EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
          -----------------
          ABOVE, NETSOLVE GRANTS NO OTHER WARRANTIES OR CONDITIONS OF ANY KIND
          WHATSOEVER, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE REGARDING THE
          LICENSED PRODUCTS, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR
          QUALITY, THEIR MERCHANTABILITY OR OTHERWISE.

          In addition, NEC acknowledges that the Licensed Product are not
          designed or intended to be used in, or incorporated in products or
          services used in, equipment or devices in environments requiring fail-
          safe performance such as the operation of nuclear facilities, aircraft
          navigation or aircraft communication systems, air traffic control,
          direct life support machines or weapons systems, in which the failure
          of the Licensed Products could lead to death, personal injury, or
          severe physical or environmental damage ("High Risk Activities").
          NETSOLVE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF ANY
          KIND WITH RESPECT TO THE USE OF LICENSED PRODUCTS IN CONNECTION WITH
          ANY HIGH RISK ACTIVITY.

     d)   Limitation of Liability:  In the event of an alleged breach of the
          -----------------------
          limited warranty expressly set forth above, NEC shall promptly notify
          NetSolve. NetSolve shall have no liability to any Customer, and

*    Certain confidential information on this page has been omitted and filed
     separately with the Securities and Exchange Commission.

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          NEC's operable agreements with all Customers shall preclude any rights
          of Customers directly against NetSolve. NetSolve's sole liability, and
          NEC's exclusive remedy, for any breach of the foregoing limited
          warranty shall be, to correct the non-conformity or replace with
          conforming Licensed Products. Such obligation shall be subject to
          NetSolve being granted the reasonable opportunity to inspect the
          allegedly defective Licensed Products at the location of its use or
          storage and, if requested by NetSolve, the return of the Licensed
          Products to NetSolve at NetSolve's expense. Any such replacement of
          Licensed Products may be by substitution of any similar product upon
          mutual agreement. NEC shall indemnify and hold NetSolve harmless from
          and against any and all claims, causes of action, costs or expenses of
          any kind (including attorneys' fees) incurred by NetSolve in
          defending, or otherwise dealing with, warranty claims that are
          inconsistent with the limited warranty expressly set forth above, or
          claims for remedies for alleged warranty defects in addition to, or
          different from, the limited relief set forth above. Additionally, if
          NetSolve determines that any alleged defect is excluded from, or
          otherwise not covered by, the limited warranty provided herein, NEC
          shall reimburse NetSolve at the rates set forth in Schedule C hereto,
          for all expenses incurred by NetSolve in evaluating and dealing with
          the alleged defect.

     e)   Customer Agreements:  All agreements between NEC and its Customers
          -------------------
          related to the NEC Services shall include provisions consistent with
          this Section 7.

8.   Support Services:
     ----------------

     During the term of this Agreement, NetSolve agrees to provide the following
     support services ("Support Services") to NEC. All communication between the
     parties' support contacts shall be in the English language. NEC shall
     provide NetSolve representatives with reasonable remote access to Licensed
     Products in performing the support services provided for herein; provided
     that NEC shall maintain control of the security of such access.

     a)   On-Site Support:  During the first year of the term of this Agreement,
          ---------------
          NetSolve shall designate and provide a representative to work
          substantially on a full-time basis at NEC's offices in Japan. Such
          representative will assist NEC in the installation of the Licensed
          Products and will be available to NEC for technical support and
          assistance during said first year. All communication between NEC and
          NetSolve during the first year of the term of this Agreement relating
          to technical support of the Licensed Products will be through the
          designated representative. NEC will pay or reimburse NetSolve per
          Schedule C for such services. During the first month of the term of
          this Agreement, NetSolve shall provide at least two such individuals.
          Resources above these levels require mutual agreement.

     b)   Telephone Technical Support:  After the first year of the term of this
          ---------------------------
          Agreement, during the hours between 9:00 a.m. and 5:00 p.m. U.S.
          Central Standard Time, Monday through Friday, and subject to personnel
          availability, NetSolve shall provide assistance and advice to NEC, via
          telephone, with respect to technical questions about the Licensed
          Products which NEC's own technical staff is unable to answer. It is
          not contemplated that NetSolve will provide support for Customer
          network troubleshooting. NEC shall designate up to eight (8)
          representatives who will be the exclusive NEC contacts with respect to
          technical support communications with NetSolve. In case of emergency
          conditions, such as whole System Down, technical communications with
          NetSolve must be 24 hours a day and 7 days a week basis.

     c)   Product Training:  NetSolve agrees to provide NEC with two (2)
          ----------------
          technical support Product training classes designed to enable capable
          NEC technical support personnel to fully support the Licensed
          Products, at NEC's Japan headquarters, at the rates identified on
          Schedule C hereto. NEC will also pay for NetSolve's airfare, hotel,
          meal and other related costs of NetSolve's training personnel.
          Additional training to replace technical support personnel will be
          provided by NetSolve at NetSolve's Austin, Texas headquarters subject
          to availability of personnel at the rates specified on Schedule C
          hereto. NetSolve further agrees to provide one (1) additional training
          session for NEC's Technical Support personnel to accommodate any
          Licensed Products upgrades and or enhancements which NEC is entitled
          to under this Agreement free of charge. Time and period, and contents
          of the additional training should be determined mutually. Training for
          other upgrades or enhancements which NetSolve agrees to provide, at
          NetSolve's sole option and at a price mutually agreed, will be
          provided at an additional charge mutually agreed. In addition,
          NetSolve agrees to make similar technical training available, to NEC,
          on a chargeable basis.

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          should NEC require additional technical training sessions. Additional
          technical training will be charged in accordance with NetSolve's
          standard rates, as shown in Schedule C.

     d)   Software Fixes:  During the term of this Agreement, NetSolve shall
          --------------
          provide NEC with notice of any Software Fixes and shall provide any
          such Software Fix per the rates identified for Software Maintenance
          Fee in Schedule B.

     e)   Other Support:  Any customization or support in addition to that
          -------------
          specified herein may be provided by NetSolve at NetSolve's sole
          discretion, at the rates and terms mutually agreed upon in each
          instance.

9.   Termination:
     ------------

     NetSolve acknowledges that NEC will expend substantial effort and resources
     in creating and maintaining the NEC Services and Customer base.
     Accordingly, NetSolve agrees that in the event of a termination of this
     agreement (except for termination as set forth in subsection a) below),
     that it will provide NEC sufficient time not to exceed 24 months to
     transition the NEC Services to another provider and minimize any negative
     impact on NEC's Customer base:

     a)   Termination for Cause:  If either party materially defaults in the
          ---------------------
          performance of any provision of this Agreement, then the non-
          defaulting party may give written notice to the defaulting party that
          if the default is not cured within thirty (30) days from the date of
          such notice the Agreement will be terminated. If the non-defaulting
          party gives such notice and the default is not cured during such
          thirty (30) day period, then the non-defaulting party may terminate
          the Agreement at the end of that period.

     b)   Termination for Insolvency:  This Agreement may be terminated,
          --------------------------
          immediately upon: (i) the institution by or against either party to
          the Agreement of insolvency, receivership or bankruptcy proceedings or
          any other proceedings for the general settlement of its debts, (ii)
          either Party's general assignment for the benefit of creditors, or
          (iii) either party's dissolution or ceasing to do business. Such
          termination shall be effective upon the delivery of written notice
          from the party not involved in any such proceedings or actions.

     c)   Termination for Change of Control:  This Agreement may be terminated
          ---------------------------------
          by either party if the identity of the other party or the nature of
          its business is materially changed by bulk transfer of assets, sale of
          its business, transfer of 50.1% or more of its outstanding stock, or
          merger to, by or with, as the case may be, a business entity that
          provides products and services in direct competition with the
          terminating party's products or services, and in the terminating
          party's sole judgment continuing the relationship with the surviving
          entity would create a conflict of interest (each, a "Change of
          Control"). Such termination must be given by written notice provided
          within thirty (30) days of being notified by the party with the Change
          of Control. In addition, NEC may terminate this Agreement in the event
          NEC determines, in its sole discretion, to discontinue its business
          relating to the Licensed Products within 1 year after the execution of
          this Agreement by providing NetSolve with ninety (90) days written
          notice in advance.

     d)   Payments by NEC Upon Termination:  Upon the termination of this
          --------------------------------
          Agreement, for any reason, NEC shall promptly pay NetSolve the
          following: (i) the amount required under Section 4b), if any, relating
          to the Minimum Term Fee (provided, however the Minimum Term Fee will
          be waived provided NEC terminates this Agreement on the first (1st)
          anniversary of the acceptance of the Licensed Products due to NEC's
          termination of its NEC Services business; (ii) any unpaid portion of
          the License Fee (unless the termination is the result of NEC not
          accepting the Licensed Products in accordance with the provisions of,
          and the procedure set forth in, Section 3a)); (iii) all Royalty Fees
          for NEC Services sold through the date of termination; and (iv) any
          unpaid portion of the Software Maintenance Fee for the year of the
          termination. Except for such payments, neither party shall be liable
          to the other for damages of any kind, including incidental or
          consequential damages, on account of the termination of this
          Agreement, and both parties waive any right they may have to receive
          any compensation or reparations on termination or expiration of this
          Agreement, which includes, but is not limited to, loss of goodwill,
          prospective profits

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          or anticipated orders, or an account of any expenditures, investments,
          leases or commitments made by either NetSolve or NEC.

     e)   Return of Licensed Products:  NEC shall, promptly upon the termination
          ---------------------------
          of this Agreement for any reason (regardless of the party causing or
          effecting such termination), cease all use of the Licensed Products
          and return the Licensed Products to NetSolve at NEC's sole cost and
          expense. NEC shall not retain any portion of the Licensed Products or
          any copies thereof. In the event that, following the termination of
          this Agreement, NEC discovers that it possesses any portion of the
          Licensed Products or any copies thereof, NEC will promptly return it
          to NetSolve at NEC's sole cost and expense. Notwithstanding the
          foregoing, if NetSolve should terminate this Agreement for any reason
          other than NEC's default or insolvency, NEC shall be entitled to (i)
          maintain for existing Customers for a period of three (3) years as of
          the termination date, and (ii) to sell to now Customers for a period
          of two (2) years as of the termination date and NEC shall be obligated
          to continue to pay the applicable Fees as set forth on Schedule B with
          respect to such continued service.

     f)   Survival of Certain Terms: The provisions of Sections 4, 7c), 7d), 9,
          -------------------------
          10, 11, 12, 13, 14, and 16a shall survive the termination of this
          Agreement for any reason. All other rights and obligations of the
          parties shall cease upon termination of this Agreement.

10.  Limitations On Liability:
     -------------------------

     EXCEPT FOR DAMAGES CAUSED BY A BREACH OF PROVISIONS OF SECTION 11 OR
     SECTION 13 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
     PARTY OR ANY OTHER ENTITY FOR COSTS OF COVER, LOST PROFITS OR ANY OTHER
     SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER
     CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, EVEN
     IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
     PURPOSE OF ANY LIMITED REMEDY. ALL AGREEMENTS BETWEEN NEC AND CUSTOMERS
     SHALL INCLUDE PROVISIONS CONSISTENT WITH THIS SECTION 10 AND NEC SHALL
     INDEMNIFY AND HOLD NETSOLVE HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
     CAUSES OF ACTION, AND COSTS OF ANY KIND (INCLUDING ATT0RNEYS' FEES)
     INCURRED BY NETSOLVE IN CONNECTION WITH A CLAIM BY A CUSTOMER INCONSISTENT
     WITH THE PROVISIONS OF THIS SECTION 10.

11.  Proprietary Rights and Confidentiality:
     --------------------------------------

     a)   Proprietary Rights:  NEC acknowledges that, as between NEC and
          ------------------
          NetSolve, the Licensed Products are owned exclusively by NetSolve. NEC
          shall not claim, nor shall it have under any circumstances, any rights
          in, to or under the Licensed Products, product lines that include the
          Licensed Products, or any of NetSolve's patents, trademarks, service
          marks, trade names, inventions, copyrights, know-how, trade secrets or
          other intellectual and/or proprietary information, except for the
          limited right to use the Licensed Products as expressly permitted in
          this Agreement. As between NEC and NetSolve, NetSolve owns the entire
          and complete right, title, and interest in the Licensed Products,
          including but not limited to, all copyright, patent and other
          proprietary rights. The license and use by NEC of any of these
          proprietary rights is authorized only for the purposes expressly set
          forth herein, and upon termination of this Agreement for any reason
          such authorization shall immediately cease. NetSolve expressly
          disclaims any and all implied licenses to NEC with respect to any of
          its intellectual property and other rights related to the Licensed
          Products including, without limitation, all patent, trademark, service
          mark, trade name, copyright, and trade secret rights.

     b)   Confidentiality:  The parties acknowledge that by reason of their
          ---------------
          relationship to each other hereunder each will have access to certain
          information and materials concerning the other's business, plans,
          customers, processes, technology and/or products that is confidential
          and proprietary to that party ("Confidential Information"). The
          parties acknowledge further that disclosure of any such Confidential
          Information to third parties would cause irreparable harm.
          Accordingly, each party agrees that it will

                                       7
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          not use in any way for its own account or the account of any third
          party, nor disclose to any third party, any Confidential Information
          of the other party and shall take every reasonable precaution to
          protect the confidentiality of such Confidential Information. All
          information disclosed by one party to the other party hereunder which
          the disclosing party intends to be treated as Confidential Information
          shall be clearly marked. The parties acknowledge and agree that the
          Licensed Products and all surrounding information and documentation
          constitute the valuable Confidential Information of NetSolve. Upon
          request by either party, the other party shall advise whether or not
          it considers any particular information or materials to be
          confidential. In the event of termination of this Agreement for any
          reason, there shall be no use or disclosure by a party of any
          Confidential Information of the other party for a period of five (5)
          years from the date of such termination, and neither party shall
          produce or develop, nor have produced or developed, any product,
          software, service, device, component or assembly utilizing any of the
          other party's Confidential Information. Notwithstanding the prior
          sentence or anything else herein to the contrary, in no event shall
          NEC ever have the right to disclose to others or to use NetSolve's
          Confidential Information, either before or after termination of the
          Agreement, that remains a trade secret of NetSolve or that is
          protected through some other form of intellectual property protection
          such as, without limitation, patent, trademark or copyright
          protection. A recipient of Confidential Information from the other
          party shall not use the Confidential Information, or any part thereof
          in any manner for any purpose other than in connection with conducting
          business with or performing business in accordance with this
          Agreement. To the extent that a recipient of Confidential Information
          from the other party has or does develop intellectual property rights
          related to or based, in any manner, on such Confidential Information,
          such recipient hereby irrevocably grants the other party a
          nonexclusive, worldwide, fully paid-up license to any and all such
          intellectual property rights. Such intellectual property shall
          include, at least, all inventions, whether patentable or not,
          developments, improvement, trade secrets, trademarks, trade names,
          copyrights, patent applications, patents, and the like. At the
          termination of this Agreement, each party shall return all copies and
          associated materials, whether in tangible or electronic form,
          disclosing any Confidential Information of the other party to such
          other party. At such time, neither party shall retain copies or have
          access, either directly or through a third party, to the other party's
          Confidential Information. Both parties shall have the right to audit
          the other party to ensure compliance with the prior sentence and to
          request and receive a written certificate from an officer of the other
          party certifying compliance therewith.

     c)   Injunctive Relief:  Both parties acknowledge, understand, and agree
          -----------------
          that the breach or any provision of this Section 11 will result in
          immediate and irreparable harm to the other party and that monetary
          damages alone will be inadequate to compensate the other party for
          such breach. Accordingly, both parties agree that in such a case, the
          aggrieved party shall be entitled to any remedies available to it at
          law or in equity, including, without limitation, the right to
          temporary, preliminary, and permanent injunctive relief and specific
          performance to enforce the terms of this Section 11 without the
          necessity of proving inadequacy of legal remedies or irreparable harm,
          or posting bond.

12.  Trademarks and Trade Name:
     -------------------------

     a)   NetSolve and NEC each have and may adopt from time to time certain
          trademarks, service marks and trade names ("Trademarks"). Upon the
          prior written approval of NetSolve, NEC shall have the limited right
          to use the associated NetSolve Trademarks in connection with the
          Licensed Products either alone or in conjunction with any other
          Trademarks of NEC, solely in connection with marketing and
          distributing the Licensed Products to Customers within express
          guidelines established by NetSolve for such purpose. NEC shall make
          every reasonable effort to display recognition that NetSolve's
          technologies and processes are used in connection with the Licensed
          Products. Any use of the NetSolve name and logo or any of NetSolve's
          other Trademarks by NEC shall inure to the benefit of NetSolve, and
          any ownership that NEC may obtain though its use of the NetSolve name
          and logo or any of NetSolve's other Trademarks is hereby assigned
          fully and completely to NetSolve. Except as otherwise provided in this
          Section 12, nothing contained in this Agreement shall grant to either
          party any right, title or interest in the other party's Trademarks. At
          no time during the term of this Agreement shall either party challenge
          or assist others to challenge the other party's Trademarks or the
          registration thereof or attempt to register any Trademarks, marks or
          trade names confusingly similar to those of the

                                       8
<PAGE>

          other party. NEC shall have the right to name and/or register
          Trademarks for Licensed Products, provided that such names and/or
          Trademarks do not infringe on any names and/or Trademarks of NetSolve.
          Except for the use of the NEC name, NetSolve shall have a fully paid-
          up, royalty free, worldwide license to use any Trademark NEC uses or
          registers in connection with the Licensed Products.

13.  Patent, Copyright and Trademark Indemnity:
     -----------------------------------------

     a)   Representation:  NetSolve represents and warrants either that to the
          --------------
          best of NetSolve's actual knowledge: (i) the Licensed Products
          prepared for or submitted to NEC under this Agreement is original and
          no portion of such Licensed Products, or the use or distribution of
          copies thereof violates or is protected by a patent, copyright or
          other proprietary right of any third party in the United States or
          Japan; or (ii) to the extent third party software is incorporated
          within the Licensed Products, NetSolve has the right to incorporate
          said third party software within the Licensed Products and to grant to
          NEC all the rights and licenses to the Licensed Products expressly
          provided for and granted under this Agreement. To the extent third
          party software is used in conjunction with the Licensed Products, NEC
          must procure its own licenses with respect to such third party
          software.

     b)   Indemnification:  Except as provided below, NetSolve will indemnify,
          ---------------
          hold harmless and defend NEC, at NetSolve's expense, against any and
          all claims that any Licensed Products as provided by NetSolve
          hereunder infringes any published Japanese or U.S. patent, copyright,
          trademark or trade secret or other proprietary right of any third
          party in the U.S. or Japan. In such event NEC shall promptly notify
          NetSolve of any such claim after receiving service of process, provide
          all reasonable assistance to NetSolve and allow NetSolve to control
          any resulting litigation and/or settlement negotiations. If a claim of
          infringement described in this Section 13b does occur, or in
          NetSolve's opinion is likely to occur, NEC will permit NetSolve, at
          its option and expense:

          i)   To modify the system or Licensed Products so that it no longer
               infringes while performing substantially the same function and
               provided that it has minimal impact on the current Customers;

          ii)  To obtain for NEC the right to continue using the system or
               Licensed Products; or,

          iii) If i) or ii) are not reasonably procurable, require NEC to return
               the System or Licensed Products.

NetSolve shall have no obligation with respect to any such claim of infringement
based upon NEC's modification of any Licensed Products or other Licensed
Products or their combination, operation or use with apparatus, data or computer
programs not furnished by NetSolve. NEC will indemnify, hold harmless and defend
NetSolve at its own expense against any claim of patent, copyright, trademark or
trade secret infringement based on (A) algorithms or software code incorporated
in the Licensed Products at NEC's request; and (B) NEC's use of the Licensed
Products with other systems, software, algorithms, or similar items.

     c)   Limitation: Notwithstanding the provision of Subsection l3b above or
          ----------
          any other provision to the contrary, NetSolve assumes no liability for
          (i) any infringement in connection with any assembly, circuit,
          combination, method or process in which any Licensed Product is used
          when such infringement would not arise from the Licensed Products
          standing alone; (ii) any trademark, service mark or trade name
          infringement involving any marking or branding not applied by NetSolve
          or involving the modification or servicing of the Licensed Products,
          or any part thereof, unless such modification or servicing was done by
          NetSolve and not at the request of NEC; (iii) modifications made to
          Licensed Products at NEC's request.

     d)   Entire Liability: The foregoing provisions of this Section 13 state
          ----------------
          the entire liability and obligations of NetSolve and the exclusive
          remedy of NEC and its customers with respect to any alleged
          infringement of patents, copyrights, trademarks, trade secrets or
          other intellectual property rights by the Licensed Products or any
          part thereof.

                                       9
<PAGE>

14.  Foreign Law Representations, Warranties and Obligations:
     -------------------------------------------------------

     a)   Foreign Corrupt Practices Act:  In conformity with the United States
          -----------------------------
          Foreign Corrupt Practices Act and with NEC's established corporate
          policies regarding foreign business practices, NEC and its officers,
          directors, employees and agents shall use only legitimate business and
          ethical practices in commercial operations and in dealing with
          governmental authorities. NEC and its officers, directors, employees
          and agents shall not directly or indirectly make an offer, payment,
          promise to pay, or authorize payment of money, or offer a gift,
          promise to give or authorize the giving of anything of value for the
          purpose of influencing an act or decision (including a decision not to
          act) of a government official or employee or any political party, or
          candidate for political office of (i) any country in which NEC sells
          or intends to sell the Licensed Products or (ii) the United States
          Government, or inducing such a person to use his influence to affect
          any such governmental act or decision in order to assist NEC in
          obtaining, retaining or directing any such business (any such act
          being a "Prohibited Payment"). NEC hereby represents and warrants
          that, in connection with the performance of this Agreement, NEC and
          its officers, directors, employees, and agents, have not and will not
          pay, offer, provide or authorize, directly or indirectly, a Prohibited
          Payment.

     b)   Export Responsibilities:  NEC understands that NetSolve is subject to
          -----------------------
          regulation by agencies of the U.S. government, including the U.S.
          Department of Commerce, which prohibit export or diversion of certain
          technical products to certain counties, NetSolve's obligations under
          this Agreement are subject to such regulations. Both parties represent
          and warrant that they will comply in all respects with the export and
          re-export restrictions applicable to the Licensed Products and
          NetSolve Documentation covered by this Agreement.

     c)   Language:  This Agreement is in the English language only, which
          --------
          language shall be controlling in all respects. No translation, if any,
          of this Agreement into any other language shall be of any force or
          effect in the interpretation of this Agreement or in determination of
          the interests of either party hereto. Furthermore, the parties agree
          that all correspondence, notices, orders, claims, suits and other
          communication between the parties hereto shall be written or conducted
          in English.

15.  Additional Obligations of NetSolve
     ----------------------------------

     a)   Product Customization:  NetSolve, at its sole discretion, may agree to
          ---------------------
          provide product customization services to NEC. Any such services will
          be provided at a price to be mutually agreed upon..

     b)   Product Updates:  Following the completion of product customization
          ---------------
          services performed on Licensed Products under provisions of Section
          15a, if any, NetSolve will provide to NEC at no additional charge, an
          updated version of the new software which shall be subject to all of
          the provisions of this Agreement which applied to the original version
          of the Licensed Products.

     c)   Language Translation:  NetSolve should assist NEC to develop the
          --------------------
          Japanese language translation from English language of the Licensed
          product.

16.  General Provisions:
     ------------------

     a)   Governing Law:  This Agreement shall be governed by and construed
          -------------
          under the laws of the United States and the State of Texas, and
          excluding the United Nations Convention on the International Sale of
          Goods. Subject to subsection b below, the courts of the United States
          shall have exclusive jurisdiction to adjudicate any dispute arising
          out of this Agreement. Each of the parties waives trial by jury in any
          and all actions or proceedings in any court between them or to which
          they may be parties.

     c)   Choice of Forum and Waiver of Jury:  The parties hereby submit to the
          ------------------------------------
          jurisdiction of, and waive any venue objections against, the United
          States District Court for the Western District of Texas, in any
          litigation arising out Of the Agreement.

                                       10
<PAGE>

     d)   Entire Agreement:  This Agreement, including any attached exhibits or
          ----------------
          agreements, sets forth the entire agreement and understanding of the
          parties relating to the subject matter hereof and supersedes and
          replaces all prior discussions and communications between them
          (whether oral or in writing). No modification of or amendment to this
          Agreement, nor any waiver of any rights under this Agreement will be
          effective unless set forth in writing, signed by officers of both
          parties.

     e)   Notices:  Any notice required or permitted by this Agreement will be
          -------
          in writing and will be sent by prepaid, registered or certified mail,
          return receipt requested, or overnight delivery service, or facsimile
          or E-mail addressed to the designated program manager of the other
          party at the address shown at the beginning of this Agreement or at
          such other address for which such party gives notice hereunder. Such
          notice will be deemed to have been given upon delivery if by overnight
          delivery, facsimile or E-mail, or five (5) calendar days if by mail.
          Both parties shall designate an individual who shall serve as the
          program manager and who shall receive all such notices and shall
          coordinate the relationship of the parties. NetSolve's initial program
          manager shall be Mark Rammer. NEC's initial program manager shall be
          Masatomo Oka.

     f)   Force Majeure:  Nonperformance of either party will be excused to the
          -------------
          extent that performance is rendered impossible by strike, fire, flood,
          governmental acts or orders or restrictions, failure of suppliers, or
          any other reason where failure to perform is beyond the control and
          not caused by the negligence of the non-performing party.

     g)   Assignment and Binding Effect:  Neither NEC nor NetSolve may transfer
          -----------------------------
          or assign its rights of obligations under this Agreement without the
          prior written consent of the other party. Subject to the foregoing
          sentence, this Agreement will be binding upon and inure to the benefit
          of the parties hereto, their successors in interest and assigns.

     h)   Independent Contractors:  It is understood that both parties hereto
          -----------------------
          are independent contractors engaged in the operation of their own
          businesses. Neither party hereto is to be considered the agent of the
          other party for any purpose whatsoever, and neither party has any
          authority to enter into any contracts or assume any obligations for
          the other party or make any warranties or representations for the
          other party.

     i)   Press Release:  The parties intend to issue a public announcement of
          -------------
          their relationship with the content and timing thereof to be mutually
          agreed upon.

     j)   Partial Invalidity:  If any provision of this Agreement is hold to be
          ------------------
          invalid by a court of competent jurisdiction, then the remaining
          provisions will nevertheless remain in full force and effect.

     k)   No Waiver:  The failure of either party to enforce at any time and
          ---------
          of the provisions of this Agreement, or the failure to require, at any
          time, performance by the other party of any of the provisions of this
          Agreement, will in no way be construed to be a present or future
          waiver of such provisions, nor in any way affect the ability of either
          party to enforce each and every such provision thereafter.

     l)   Counterparts:  This Agreement may be executed in two or more
          ------------
          counterparts, each of which will be deemed an original and all of
          which together will constitute one instrument.

     m)   Construction:  This Agreement is the product of negotiation between
          ------------
          the parties and their respective counsel. The Agreement will be
          interpreted fairly in accordance with its terms and conditions and
          without any strict construction in favor of either party. Any
          ambiguity will not be interpreted against the drafting party.

     n)   Conditions Precedent:  This Agreement is subject to NetSolve's
          --------------------
          confirmation through NetSolve's Japanese counsel that the terms and
          conditions hereof, including the governing law, jurisdiction and
          dispute settlement provisions set forth herein, are enforceable under
          Japanese law.

                                       11
<PAGE>

IN WITNESS WHEREOF, NEC and NetSolve have executed this Agreement through their
duly authorized representatives as of the day first written above.

NETSOLVE, INCORPORATED              NEC Corporation
("NetSolve")                        ("NEC")


/s/ Craig S. Tysdal                 /s/ D. Minato
--------------------------          --------------------------
Signature                           Signature


Craig S. Tysdal                     Daisaku Minato
--------------------------          --------------------------
Printed Name                        Printed Name


President & CEO                     General Manager
--------------------------          --------------------------
Title                               Title


12/21/2000                          21 DEC 2000
--------------------------          --------------------------
Date                                Date

                                       12
<PAGE>

SCHEDULE A
----------

LICENSED PRODUCTS -
-----------------
The Licensed Products covered by this Agreement shall include the following:
All necessary NetSolve Products and methodology except third party products to
perform Prowatch for WAN and Prowatch for LAN services in Japan.  Detail should
be completed and mutually upon no later than February 16,2001.

The Licensed Products shall not include any source code.

                                       13
<PAGE>

SCHEDULE B
----------

FEES
----

1.  License Fee:              US$*
                              NEC shall pay such one time license fee as
                              follows: (i) US$* no later than January 31, 2001;
                              and (ii) the remaining US$* within twenty (20)
                              business days after acceptance of the Licensed
                              Products under the provisions of, and in
                              accordance with the procedures set forth in,
                              Section 3a).

2.  Royalty Fee:              US $* per month per device for all standard
                              managed WAN and LAN devices, plus an additional US
                              $* per month for each port over 24 for managed LAN
                              devices that have over 24 ports during the first
                              year of the term of this Agreement. After the
                              first year of the term of this Agreement the
                              additional amount for each port over 24 may Be
                              adjusted by mutual agreement if it determines that
                              market conditions warrant such adjustment.

                              Beginning with the first day of the month
                              following the date on which NEC accepts the
                              Licensed Products, for each three (3) month period
                              during the term of this Agreement, and promptly
                              upon the termination of this Agreement, NEC shall
                              submit an accounting of units of such devices
                              monitored at anytime during the previous three (3)
                              months ("Reporting Period"). The accounting shall
                              be made within thirty (30) days after the end of
                              each Reporting Period and, within sixty (60) days
                              of the end of each Reporting Period, NEC shall
                              issue payment of the applicable Royalty Fee to
                              NetSolve.

3. Software Maintenance Fee:  US $* each year during the term of this Agreement
                              and payable in semiannual installments with the
                              first such installment to be made on the first day
                              of the month following acceptance of the Licensed
                              Products under the provisions of, and in
                              accordance with the procedures set forth in,
                              Section 3a) on each June 30 and December 31 during
                              the term of this Agreement.

*    Certain confidential information on this page has been omitted and filed
     separately with the Securities and Exchange Commission.

                                       14
<PAGE>

SCHEDULE C
----------

SUPPORT SERVICES
----------------

ON-SITE TECHNICAL, TRAINING, AND   INSTALLATION SUPPORT:
--------------------------------------------------------

NetSolve agrees to provide on-site support in accordance with the following
rates:

$* per day per person not to exceed $* per month per person, plus actual
expenses.
NEC is responsible for the costs associated with creating the class room
environment.

AUSTIN BASED TRAINING SUPPORT
-----------------------------

$* per day for classes not to exceed 10 people.



*    Certain confidential information on this page has been omitted and filed
     separately with the Securities and Exchange Commission.

                                       15