<PAGE>   1
                                                                   Exhibit 10.11



DISTRIBUTORSHIP
AGREEMENT                                                        [TIMELINE LOGO]



    This Agreement (the "Agreement") is between Timeline, Inc., a Washington
corporation ("Timeline") and __________________, a ______________ corporation
("Distributor"), dated as of _________________, 2001 ("Effective Date").

    In consideration of the mutual covenants contained herein, the parties
hereby agree as follows:


1.  TERM OF AGREEMENT.

    This Agreement shall take effect from the Effective Date and shall continue
for two years thereafter unless terminated earlier pursuant to Section 14.
Provided the Distributor has met its obligations under this Agreement, including
those provided for under the Revenue Plan (see Exhibit A), this Agreement is
then subject to automatic successive renewal terms of two (2) years each unless
either party gives the other party written notice of its intent not to renew at
least thirty (30) days prior to expiration of the initial term or any succeeding
term.


2.  DEFINITIONS.

    For purposes of this Agreement, the following terms shall have the meanings
as set forth below:

    (a) "End User" shall mean an entity that licenses a Product for Use and not
for resale. An End User shall be designated a "Distributor End User" when the
Distributor is the party responsible for said End User entering into a license
with respect to Products which are to be used in conjunction with a system
licensed from Distributor.

    (b) "Primark" means Primark and all or any subsidiaries or holding companies
for the time being and any subsidiary of such holding company (see Exhibit J).

    (c) "Primark Field of Use" means the financial services business activities
of any such person or branch, division or department of any person (whether or
not financial services is that person's main business activity). For the purpose
of this definition, financial services means any services relating to the
finance and securities market and includes, but it not limited to, the business
activities described in Exhibit J but excludes for the avoidance of doubt, the
general ledger function within any corporation and (but without limitation) the
activities as defined in Exhibit J.

    (d) "Product" shall mean any occurrence of a Timeline Module and related
documentation. Product shall encompass a single Timeline Module or any
combination of one or more Timeline Modules.

    (e) "Subdistributor" means a third party properly appointed by the
Distributor as authorized by Timeline to promote and distribute the Products in
the Territory.

    (f) "Territory" means the Country or Countries in which Distributor is
authorized to license the Product(s), as defined in Exhibit B.

    (g) A "Timeline Module" may refer to any of the modules defined on Exhibit C
and as may be upgraded or enhanced, and new modules if specifically added to
Exhibit C.

    (h) "Timeline Patents" shall refer to:


--------------------------------------------------------------------------------
     TIMELINE, INC. - 3055 112th Avenue NE o Suite 106 - Bellevue, WA 98004
                                - (425) 822-3140



<PAGE>   2

DISTRIBUTORSHIP AGREEMENT                                                 Page 2



        (i) U.S. Patent #5,802,511 (`511 Patent) granted September 1, 1998; U.S.
Patent #6,023,694 granted February 8, 2000; and U.S. Patent #6,026,392 granted
February 15, 2000; and

        (ii) Additional patent claims granted as a continuance or continuance in
part on the `511 Patent; and

        (iii) Any patents granted in a country other than the United States on
substantially the same invention, for which approximately 25 such patents are
presently pending.

    (i) "Trial and Evaluation Agreement" means an agreement entered into between
Distributor and a Subdistributor or prospective End User for the purpose of
allowing the Subdistributor or prospective End User to evaluate or prototype
some or all of the Products (Exhibit H). Timeline shall have the right, but not
the responsibility, to require Distributor to use an approved agreement.

    (j) "Use" shall mean copying any portion of the licensed Product and/or
optional materials, instructions or data from storage units or media into a CPU
for processing or accessing such Product via an intranet or the Internet.


3.  LICENSE GRANT.

    (a) Timeline grants a nonexclusive license to distribute Timeline's Product
to Distributor End Users only within the Territory and only to End Users who
have signed a valid purchase order and subscribe to Timeline's End User License
(Exhibit D). In consideration for such license, Distributor shall pay Timeline
per copy fees ("License Fees") as specified in Exhibit E.

    (b) Timeline grants to Distributor a nontransferable, nonexclusive license
to Use the Product during the term of this Agreement, including extensions, for
marketing demonstrations only, and is neither to be resold nor transferred to a
third party. NO OTHER USE IS PERMITTED.

    (c) Timeline grants to Distributor a nonexclusive license to use the trade
names, trademarks, and logos set forth in Exhibit F (the "Marks") within the
Territory pursuant to the terms and conditions described in Section 4.

    (d) Distributor shall use reasonable security measures, at least as
protective as it uses for its own proprietary materials, to protect the Product
from unauthorized use and distribution, and shall cooperate as is reasonable
with Timeline in preventing unauthorized use.

    (e) Distributor's license shall extend to any updates and version releases
Timeline makes commercially available during the term hereof, provided Timeline
reserves the right to require payment of update and/or new version fees.

    (f) Timeline retains all rights not expressly granted herein.


4.  LICENSE RESTRICTIONS

    (a) Distributor recognizes the importance to Timeline of controlling the
licensing and usage of its Products. To that end, Distributor agrees it will, in
each case, provide the Product to Distributor End Users subject to the following
criteria:

        (i) Each Product licensed under the terms of this Agreement shall only
be distributed to an entity having executed a purchase order or End User License
Agreement, in a format similar to the Purchase Order or End User License
Agreement provided in Exhibit D, in favor of Timeline.


<PAGE>   3

DISTRIBUTORSHIP AGREEMENT                                                 Page 3



        (ii) Distributor shall not reproduce, duplicate, copy or otherwise
permit the manufacture of Product or Product documentation, unless otherwise
permitted under the terms of the Revenue and Business Plan (Exhibit A).

        (iii) Distributor will not alter or remove any copyright, patent or
patent pending notice which is contained within the Product or documentation.
Distributor will maintain and cause to appear as part of the sign-on message the
applicable Timeline copyright and patent pending notices. Distributor shall
cause to appear on the title page of each volume of the Product documentation,
and at any other location where any copyright notice appears, the Timeline and
third party copyright notices which appear in the release of Product
documentation from which Distributor's documentation is derived.

        (iv) Distributor shall use the Marks only, as applicable, under the
Product name(s) and only in conjunction with promotion and advertising of those
Products. Distributor agrees to use the appropriate trademark symbol (either
"(TM)" or "(R)") in a superscript, and clearly indicate Timeline ownership of
its trademark(s) whenever the Mark is first mentioned in any advertisement,
brochure or in any other manner in connection with the Product. Distributor
agrees to use all Marks strictly in accordance with guidelines for use which
Timeline will provide. Distributor's name and/or trademarks shall not be
displayed in relation to the Marks in a manner which suggests that Distributor's
name and/or trademarks are part of the Marks. Distributor shall, upon request,
provide Timeline samples of all Distributor literature which use the Marks. In
any materials containing the Marks, Distributor shall include a footnote
containing the appropriate footnote information, if any, described in Exhibit F
or subsequently provided by Timeline. Distributor shall not use the marks in
conjunction with any other words or trademarks so as to create a composite
trademark. Except as listed on Exhibit F, Distributor is not granted the right
to use any other trademarks of Timeline.

    (b) Distributor may not reverse engineer, de-compile or disassemble the
Product or any part thereof.

    (c) Distributor agrees to abide by the limitations on licensing of Product
as provided in Exhibit J (Primark).


5.  END USER LICENSING PROVISIONS.

    Distributor agrees to provide the Product only to Distributor End Users who
have signed a valid purchase order in favor of Timeline and accept the terms of
the End User License Agreement. Distributor shall make commercially reasonable
efforts to prevent distribution of Product to any person who intends to copy,
reproduce or otherwise use the Product in violation of the End User License
Agreement. Upon Timeline's request, Distributor shall assist Timeline in
preventing, investigating, and prosecuting any unauthorized copying of the
Product by individuals, corporation or other entities. Distributor agrees to
promptly inform Timeline of any unauthorized copying of copies that come to
Distributor's attention.


6.  DOCUMENTATION.

    Documentation shall include user guides, training manuals, marketing
documentation and any other material, in whatever form, required to enable
effective use and exploitation of the Products by Distributor, Subdistributors,
and End Users. Distributor may order documentation for Product directly from
Timeline by written purchase order at the fees indicated on Exhibit D. No
Distributor End User may receive more than one set of documentation for each
licensed user of Product software, unless additional documentation is purchased
and the appropriate fee is paid to Timeline.


<PAGE>   4

DISTRIBUTORSHIP AGREEMENT                                                 Page 4



7.  DISTRIBUTOR'S REPORTING REQUIREMENTS

    (a) Immediately following execution of a Purchase Order or End User License
Agreement, Distributor will notify Timeline in a form substantially similar to
that set out in Exhibit G. Additionally, Distributor shall submit an account to
Timeline within five (5) working days of the end of each quarter detailing its
activity for the period, in a form substantially similar to Exhibit G.

    (b) On or before 30th September and 31st March of each year of this
Agreement, Distributor will provide Timeline a complete and accurate written
report of the activities of Distributor, including, without limitation:

        (i) A description of all promotional and marketing activities undertaken
during the preceding six months setting out the identity and addresses of
prospective customers; and,

        (ii) A summary of the nature of contacts made with such prospective
customers and the Distributor's assessment of the results of such contacts.

    (c) Distributor agrees to notify Timeline prior to the commencement of each
year's maintenance in respect of each Customer in the Territory identified on
Exhibit B, of any changes or additions to the fees or the cessation of
maintenance. The notification will contain Customer details i.e. name, address,
items under maintenance, value of maintenance, date of commencement or
cessation.


8.  PAYMENT AND AUDIT.

    (a) Payment responsibilities shall be as follows:

        (i) Distributor agrees to pay Timeline a license fee for each Product
licensed hereunder to a Distributor End User as described on Exhibit E.

        (ii) Payment terms are net thirty (30) days from date of invoice. A
finance charge of one and one-half percent (1.5%) per month or the highest
amount allowed by law, whichever is less, will be assessed on all payments that
are more than sixty (60) days past due.

        (iii) No license fee shall accrue to Timeline for copies of Product (aa)
shipped as replacement copies found to be defective in materials, manufacture,
or reproduction; (bb) a reasonable number used for demonstrations to prospective
End Users, or (cc) evaluation Product delivered to prospective End Users who
have signed a Trial and Evaluation Agreement (Exhibit H) and which has been held
by such End Users less than sixty (60) days. The evaluation Product shall be
limited to twenty (20) copies at any given time, unless Distributor includes a
software security mechanism with the Product that automatically disables the Use
of the Product after sixty (60) days.

        (iv) All prices (including documentation) are exclusive of any federal,
state, municipal or other governmental taxes, duties, tariffs or the like
imposed in connection with this Agreement, which shall be paid by Distributor
End User, or any finance, maintenance, consulting or training charges to
Distributor End User by Timeline, or in lieu thereof, Distributor shall provide
an exemption certificate acceptable to Timeline and the applicable authority.
Timeline, however, shall be responsible for all taxes based upon its personal
property ownership and net income.

    (b) Distributor record keeping and Timeline auditing procedures are set
forth below:

        (i) During the term of this Agreement, Distributor agrees to keep all
usual and proper records and books of account and all usual and proper entries
relating to each unit of Product licensed in accordance with generally accepted
accounting principles.



<PAGE>   5

DISTRIBUTORSHIP AGREEMENT                                                 Page 5



        (ii) Timeline may cause an audit to be made of the applicable records in
order to verify statements issued by Distributor and prompt adjustment shall be
made to compensate for any errors or omissions disclosed by such audit. Any such
audit shall be conducted by a mutually agreeable independent certified public
accountant selected by Timeline (other than on a contingent fee basis) and shall
be conducted only with reasonable advanced written notice and during regular
business hours at Distributor's offices and in such a manner as not to interfere
with Distributor's normal business activities. Any such audit shall be paid for
by Timeline unless material discrepancies are disclosed. "Material" shall mean a
discrepancy amounting to at least five percent (5%) of the amount that should
have been reported. If material discrepancies are disclosed, Distributor agrees
to pay Timeline for the costs associated with the audit. In no event shall
audits be made more frequently than once annually unless the immediately
preceding audit disclosed a material discrepancy. Distributor shall be required
to make available to Timeline only those records and reports of the auditor
which directly pertain to the audit. Timeline recognizes and agrees that
information contained therein is confidential and will use it only in
furtherance of disposition of the audit in question.


9.  MARKETING, SALES, TRAINING AND PRODUCT SUPPORT.

    (a) In marketing the Product, Distributor shall use its best efforts to
promote and market the Product and shall commit to spend such amounts as
reasonably necessary to achieve the Revenue Plan established in Exhibit A. In
addition, Distributor shall avoid deceptive, misleading, or unethical practices
that may be detrimental to Timeline or to the Product and shall comply with all
applicable laws and regulations in performing its duties with respect to the
Product.

    (b) Distributor shall be responsible for identifying and qualifying
potential End Users, scheduling and conducting demonstrations on the Product and
obtaining a purchase order or End User License Agreement signed by the
Distributor End User. The purchase order shall contain the information included
in the sample Purchase Order in Exhibit D. The End User License Agreement shall
be as provided in Exhibit D. Timeline agrees it will treat the information
provided above as confidential, and will not provide it to any third party.

    (c) Distributor shall be responsible for providing training in the use and
sale of Products to its own sales force. The Distributor may provide Distributor
End Users training after they have purchased the Product or may refer the
training to Timeline.

    (d) Distributor may offer telephonic support directly to the Distributor End
Users. In such instances, Timeline will offer Product support only to
Distributor at the rate provided in Exhibit I. Alternatively, Distributor may
offer Timeline support directly to the Distributor End User. Timeline and the
End User would then enter into a direct agreement. Distributor will not be
entitled to a fee for Timeline maintenance. Distributor must elect a method of
product support which is consistently applied to all Distributor End Users. This
election shall be identified on Exhibit I.

    (e) Timeline may reference Distributor in advertising and promotional
materials in connection with sale and promotion of the Product, and may list
Distributor in directories of the Product's distributors.


10. PROPRIETARY RIGHTS.

    The Product contains or comprises valuable patent, copyright, trade secret,
trademark, title and other proprietary rights of Timeline and its suppliers.
Except for the license rights expressly granted within this Agreement, Timeline
reserves all such proprietary rights, including without limitation modification,
translation, rental and source code rights. No title to or ownership of any
Product or proprietary rights related to the Product are transferred to
Distributor under this Agreement. Distributor will not infringe, violate or
contest Timeline or its suppliers' proprietary rights related to any Product,
including without limitation by reverse engineering, reverse compiling, reverse
assembling, or making any copies of Timeline's Product for any purpose without
Timeline's express written authorization.


<PAGE>   6

DISTRIBUTORSHIP AGREEMENT                                                 Page 6



    Distributor acknowledges that each of the Products may represent an
embodiment of the Timeline Patents. Furthermore, Distributor shall gain
knowledge of the potential and actual embodiments of the inventions on which the
Timeline Patents have been granted. Distributor agrees it will not propose to
license any such Timeline Patent. In addition, Distributor acknowledges the
validity of each Timeline Patent, and will not cooperate with, finance, or
directly bring any action intended to overturn the validity of any Timeline
Patent.


11. WARRANTIES.

    (a) Timeline warrants the Product will perform substantially in accordance
with the published product materials for a period of ninety (90) days from the
date of shipment. Distributor's remedy and Timeline's obligation under this
limited warranty shall be limited to, at Timeline's election, return of the
Product for credit to Distributor's account or replacement of any defective
Product. This limited warranty applies only if:

        (i) Written notice of nonconformance is received by Timeline within
ninety (90) days after shipment;

        (ii) After Timeline's authorization, the non-conforming Product is
returned to Timeline, freight charges prepaid; and

        (iii) After timely examination, Timeline determines to its reasonable
satisfaction that the Product is non-conforming. Any replacement shall not
extend the original warranty period. This limited warranty shall not apply to
Product which Timeline determines has been subject to misuse, neglect, improper
installation, repair, alteration, or damage either by Distributor or another.

    (b) THE ABOVE LIMITED WARRANTIES MAY BE ASSERTED BY Distributor ONLY ON
BEHALF OF ITSELF AND NOT BY Distributor'S END USERS, AND ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER
OBLIGATIONS OR LIABILITIES ON TIMELINE'S PART.

    (c) Neither Distributor nor any of its employees or agents shall have any
right to make any other warranties, or promises, for the Use of the Product
which are not contained within Timeline's End User License Agreement for the
Product. Distributor may, at its own expense and liability, offer to its End
User customers an extension of the duration of the warranty period beyond that
given by Timeline, provided Distributor makes it clear to its End User customers
that Distributor and not Timeline is offering the extension, and Distributor
indemnifies, defends and holds Timeline harmless for any liability, including
reasonable attorney's fees, arising in connection with such extension.

    (d) Distributor warrants and represents that it is a company validly
existing under the laws of the Territory and has the power to enter into this
Agreement; and that entry into this Agreement will not be in breach of any
contracts or other obligations to which it is a party.


12. INDEMNIFICATION.

    (a) Timeline agrees to indemnify, hold harmless, and defend Distributor from
and against any and all damages, costs, and expenses, including attorneys' fees,
incurred in connection with any claim that a Product infringes upon a U.S.
copyright, and/or a Product violates confidential information, trade secret,
trademark or trade name rights of any third party (collectively "Infringement
Claims"), provided Timeline is notified promptly in writing of any notice of
claim or of threatened or actual suit, Timeline has sole control over the
defense or settlement thereof, and at Timeline's request and expense, Timeline
is given Distributor's assistance in the defense of same.

    (b) Timeline shall have no liability to indemnify Distributor in respect to
an intellectual property rights infringement to the extent the same results
from:



<PAGE>   7

DISTRIBUTORSHIP AGREEMENT                                                 Page 7



        (i) Any alteration, modification or adjustment to the Products or
materials made without prior written consent of Timeline.

        (ii) The combination, connection, operation or use of the Products with
any other software not supplied or approved by Timeline.


13. LIMITATION OF LIABILITY.

    (a) Timeline's liability to Distributor under any provision of this
Agreement or any transaction contemplated by this Agreement shall be limited to
the amount actually paid by Distributor to Timeline hereunder. Timeline's
limitation of liability is cumulative with all Timeline expenditures being
aggregated to determine satisfaction of the limit. Distributor releases Timeline
from all obligations, liability, claims or demands in excess of the limitation.
The parties acknowledge that other parts of this Agreement rely upon the
inclusion of this Section 13.

    (b NEITHER TIMELINE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION,
PRODUCTION, OR DELIVERY OF THE PRODUCT WHICH IS THE SUBJECT OF THIS AGREEMENT
SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE
THE PRODUCT EVEN IF TIMELINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.


14. TERMINATION.

    (a) This Agreement may terminate if:

        (i) either party materially fails to perform or comply with this
Agreement or any provision hereof, including failure to promptly file required
reports or pay any amount(s) due hereunder or failure to meet Revenue Plan
goals;

        (ii) either party attempts to make an assignment in violation of Section
16(a);

        (ii) either party becomes insolvent or admits in writing its inability
to pay its debts as they mature, or makes an assignment for the benefit of
creditors; or

        (iv) a petition under any bankruptcy act, receivership statute, or the
like, as they now exist, or as they may be amended, is filed by either party; or
if such a petition is filed by any third party, or an application for a receiver
of either party is made by anyone and such petition or application is not
resolved favorably to such party within sixty (60) days.

    (b) Termination under (ii) above shall be effective as of the date written
notice is given. In all other cases, termination shall be effective sixty (60)
days after written notice of termination to either party if such party's
defaults have not been cured within such sixty (60) day period. The rights and
remedies of the defaulting party provided in this Section shall not be exclusive
and are in addition to any other rights and remedies provided by law or this
Agreement.

    (c) Upon termination of this Agreement, all provisions of paragraphs 4, 5,
7, 8, 10, 11, 13, 15 and 16 hereunder shall survive in full force and effect for
a period of three (3) years.

    (d) Upon termination of this Agreement for any reason:



<PAGE>   8

DISTRIBUTORSHIP AGREEMENT                                                 Page 8



        (i) All of the Distributor's rights under this Agreement to market,
license, reproduce and use the Products and related Documentation shall cease
and Distributor shall no longer represent or purport to represent that it is a
distributor or representative of Timeline.

        (ii) The Distributor shall return to Timeline at the Distributor's
expense within fifteen (15) days of termination all copies of the Software,
which are in the Distributor's possession or under its control together with all
related documents.

        (iii) Within thirty (30) days of termination the Distributor shall
certify in writing to Timeline that all copies of the Software and related
materials have been returned.

        (iv) Within thirty (30) days of termination the Distributor shall
certify in writing to Timeline a list of Customers and prospective Customers
with contact names and addresses.

        (v) Within thirty (30) days of termination the Distributor shall certify
in writing to Timeline a list of Subdistributors with contact names and
addresses.

        (vi) Within one year of the effective date of termination Timeline may
require the Distributor to assign any or all Sublicenses to Timeline or any
third party.


15. CONFIDENTIALITY.

    Each party expressly undertakes to retain in confidence all information and
know-how transmitted to the other that the disclosing party has identified as
being proprietary and/or confidential or that, by the nature of the
circumstances surrounding the disclosure, ought in good faith to be treated as
proprietary and/or confidential, and will make no use of such information and
know-how except under the terms and during the existence of this Agreement.
However, neither party shall have an obligation to maintain the confidentiality
of information that (i) it received rightfully from another party prior to its
receipt from the disclosing party; (ii) the disclosing party has disclosed to a
third party without any obligation to maintain such information in confidence;
(iii) is independently developed by the obligated party. Further, either party
may disclose confidential information as required by governmental or judicial
order, provided such party gives the other prompt notice prior to such
disclosure and complies with any protective order (or equivalent) imposed on
such disclosure. Each party shall treat all Product adaptation materials as
confidential information and shall not disclose, disseminate or distribute such
materials to any third party without the other's prior written permission. Each
party shall treat the terms and conditions of this Agreement as confidential;
however, Distributor may disclose such information in confidence to its
immediate legal and financial consultants as required in the ordinary course of
the obligated party's business. Each party's obligation under this Section shall
extend to the earlier of such time as the information protected hereby is in the
public domain through no fault of the obligated party or five (5) years
following termination or expiration of this Agreement.


16. GENERAL

    (a) Prohibition Against Assignment and Sublicense. This Agreement, and any
rights or obligations hereunder, shall not be assigned or sublicensed by
Distributor, without Timeline's prior written consent.

    (b) Notices and Requests. Any notice required or permitted to be given by
either party under this Agreement shall be in writing and shall be personally
delivered or sent by commercial courier service (e.g., DHL), or by first class
mail (certified or registered), or by fax confirmed by first class mail
(registered or certified), to the other party at its address first set forth
below, or such new address as may from time to time be supplied hereunder by the
parties hereto. If mailed, notices will be deemed effective three (3) working
days after deposit, postage prepaid, in the mail.



<PAGE>   9

DISTRIBUTORSHIP AGREEMENT                                                 Page 9



        Timeline:       Timeline, Inc.
                        3055 112th Avenue N.E., Ste. 106
                        Bellevue, WA  98004

        Attention:      Charles R. Osenbaugh

        With Copy To:   Paula H. McGee

        Distributor:



        Attention:

        With Copy To:


    (c) Attorneys' Fees. If either Timeline or Distributor employs attorneys to
enforce any rights arising out of or relating to this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees.

    (d) Venue. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the state of Washington, irrespective of the fact
that any one of the parties is now or may become a resident of a different
state. Venue for any action under this Agreement shall lie in King County,
Washington.

    (e) Entire Agreement. This Agreement and the attached exhibits constitute
the entire agreement between the parties with respect to the subject matter
hereof and merges all prior and contemporaneous communications. It shall not be
modified except by a written agreement dated subsequent to the date of this
Agreement and signed on behalf of Distributor and Timeline by their respective
duly authorized representatives.

    (f) Partial Invalidity. If this Agreement shall be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable or if this
Agreement is terminated as to particular provisions or Product(s), this
Agreement shall remain in full force and effect as to the remaining provisions
or Product(s).

    (g) Waiver. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or
any other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.

    (h) Relationship. Neither this Agreement, nor any terms and conditions
contained herein, shall be construed as creating a partnership, joint venture or
agency relationship or as granting a franchise. The price and payment described
in this Agreement shall be construed as a royalty fee for the license rights
granted herein, and not as a franchise fee.

    (i) Force Majeure. Notwithstanding anything else in this Agreement, and
except for the obligation to pay money, no default, delay or failure to perform
on the part of either party shall be considered a breach of this Agreement if
such default, delay or failure to perform is shown to be due to causes such as
strikes, lockouts or other labor disputes, riots, civil disturbances, actions or
inactions of governmental authorities or suppliers, epidemics, war, embargoes,
severe weather, fire, earthquakes, acts of God or the public enemy, nuclear
disasters, default of a common carrier, or similar causes beyond reasonable
control of the party charged with a default.

    (j) No Third Party Beneficiaries. Unless otherwise expressly provided, no
provisions of this Agreement are intended or shall be construed to confer upon
or give to any person or entity other than Timeline and TBSL any rights,
remedies or other benefits under or by reason of this Agreement.



<PAGE>   10

DISTRIBUTORSHIP AGREEMENT                                                Page 10



    (k) Counterpart Originals. This Agreement may be executed in two (2) or more
English language counterparts or duplicate originals, all of which shall be
regarded as one and the same instrument, and which shall be the official and
governing version in the interpretation of this Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above. All signed copies of this Agreement shall be deemed
originals.



TIMELINE, INC.                              [DISTRIBUTOR]


By: ______________________________          By: ________________________________


__________________________________          ____________________________________
Name (Print)                                       Name (Print)


__________________________________          ____________________________________
Title                                              Title


__________________________________          ____________________________________
Date                                               Date


<PAGE>   11

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT A

                                  REVENUE PLAN


                                     SAMPLE

<TABLE>
<CAPTION>
         ANALYST FINANCIALS PRODUCTS
        POUND STERLING'000S
                                      JUL00-SEP00   OCT00-DEC00   JAN01-MAR01   APR01-JUN01   FY01
     <S>                              <C>           <C>           <C>           <C>          <C>
      ANALYST REPORTING DIRECT SALES
       No. of effective sales people
                 Avg. Price per deal
                        No. of deals
                        Licence fees
                         Maintenance
                          Consulting
                            Training
                     TOTAL REPORTING

      ANALYST BUDGETING DIRECT SALES
                    No. sales people
                 Avg. Price per deal
                        No. of deals
                        Licence fees
                         Maintenance
                          Consulting
                            Training
                     TOTAL BUDGETING

 ANALYST CONSOLIDATIONS DIRECT SALES
                    No. sales people
                 Avg. Price per deal
                        No. of deals
                        Licence fees
                         Maintenance
                          Consulting
                            Training
                TOTAL CONSOLIDATIONS

                  TOTAL LICENCE FEES
                   TOTAL MAINTENANCE
                    TOTAL CONSULTING
                      TOTAL TRAINING

          TOTAL REVENUE direct sales

               REPORTING, BUDGETING,
        CONSOLIDATIONS REVENUES FROM
 SUB-DISTRIBUTORS SHOULD BE SUPPLIED
        TOO USING THE SAME CRITERIA.
</TABLE>


<PAGE>   12

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT B

                                    TERRITORY



<PAGE>   13

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT C

                                TIMELINE MODULES


    TIMELINE MODULE MAY REFER TO ANY OF THE FOLLOWING:

        (i) The DATA MART is a database, which allows data extracted from a
transaction database(s) to be converted to the Timeline architecture and
presented in a multidimensional format inside a Microsoft Access, or SQL Server
database. Future versions may provide such formats in Microsoft MSDE and/or
Microsoft OLAP Service Cubes.

        (ii) The ANALYST which consists of certain add-ins to Microsoft Excel
("Excel"), allows templates to be run against the Timeline Data Mart and thereby
presents financial reports inside of Excel.

        (iii) The AUTHOR consists of additional add-ins to Excel and allows a
user to create new templates for use by Timeline Analyst. If an Author is not
present, a Report Pack is required, which consists of a set of templates written
by Timeline or the Distribution Partner; i.e. a set of reports that still
contains the capability to sort and select on any dimension(s).

        (iv) The OBJECTS automate the preparation of certain new files and
summarizations that contain the information required to build a Data Mart. In
certain environments, where the transactional system is in SQL Server or Access,
Objects may be added directly into the transactional database. In other
instances, Objects may reside in a stand-alone filter to extract the data.

        (v) The PROFILE MANAGER is software that allows the user to customize
the Data Mart configuration and apply criteria to the selection of data for
feeding to the Universal Filter.

        (vi) The UNIVERSAL FILTER transforms the data files built by the
Timeline Objects or filters into the Timeline architecture contained in the Data
Mart.

        (vii) The MANAGER is Data Mart management software where relationships
of data, custom tables, roll-up assignments, etc., are managed.

        (viii) BUDGETING is a combination of a series of Excel add-ins, SQL
Server procedures and software object code that provides, in combination, the
ability to distribute templates for the purpose of end user data entry and
manipulation, and consolidate such input in a single Data Mart for purposes of
preparing an end user budget. For purposes of this Agreement, Timeline Budgeting
shall refer to software other than a budget table contained in a Timeline Data
Mart. A budget table allowing storage of budget data in a Data Mart is deemed a
part of the Data Mart product.

        (ix) ANALYST WEB REPORTING allows the delivery of reports to an
indeterminate user population via an intranet or the Internet. Reports are
viewed in a web browser. The software resides on a single server machine where
maintenance of the reporting application and its reports are carried out. Client
(viewer) machines require no installation of Timeline Analyst software to
refresh or drilldown on reports.

        (x) WORKBOOK GENERATOR provides automation procedures for creating
either reporting or budgeting workbooks.

        (xi) The SECURITY MODULE provides row level security based on a clearly
defined reporting structure. Security is implemented at the account structure
level, not at the report level (i.e., Security limits what data a user can see,
not what reports they can request). Users are assigned to a profile; and, when
reports are run, access will only be granted to the rows in the database or data
mart as indicated by a user's assigned profile.


<PAGE>   14

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT D

                           END USER LICENSE AGREEMENT
                                       AND
                               PURCHASE ORDER FORM


                                  SEE ATTACHED


<PAGE>   15

DISTRIBUTORSHIP AGREEMENT



END-USER LICENSE AGREEMENT FOR TIMELINE                          [TIMELINE LOGO]
SOFTWARE


LICENSEE:      [COMPANY NAME]
               [STREET]
               [CITY, STATE, ZIP]
               [PHONE]


IMPORTANT - READ CAREFULLY: THIS TIMELINE END-USER LICENSE AGREEMENT ("EULA") IS
A LEGAL AGREEMENT ENTERED INTO THIS _____ DAY OF ________, 2001, BY AND BETWEEN
__________, (LICENSEE), AND TIMELINE, INC., A WASHINGTON CORPORATION (LICENSOR),
FOR THE TIMELINE SOFTWARE PRODUCT IDENTIFIED ON EXHIBIT I, WHICH INCLUDES
COMPUTER SOFTWARE AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE
"ONLINE" OR ELECTRONIC DOCUMENTATION ("SOFTWARE PRODUCT" OR "SOFTWARE"). BY
INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE
BOUND BY THE TERMS OF THIS EULA.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws, international copyright
treaties, U.S. Patent Nos. 5,802,511, 6,023,694 and 6,026,392 and pending
patents, as well as other intellectual property laws and treaties. The SOFTWARE
PRODUCT is licensed, not sold.

1.  GRANT OF LICENSE.  This EULA grants Licensee the following rights:

    SYSTEM SOFTWARE. Licensee may install and use the SOFTWARE PRODUCT on a
    single computer per licensed user as provided on Exhibit I.

    STORAGE/NETWORK USE. Licensee may also store or install a copy of the
    SOFTWARE PRODUCT on a storage device, such as a network server, used only to
    install or run the SOFTWARE PRODUCT on Licensee's other computers over an
    internal network; however, Licensee must acquire a user license for (1) each
    database built in Timeline Server(TM) pursuant to Exhibit I attached hereto,
    and (2) each separate computer on which Timeline Analyst(TM) is installed or
    run from the storage device. A user license for the SOFTWARE PRODUCT may not
    be shared or used concurrently on different computers.

2.  DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

    LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. Licensee
    may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT,
    except and only to the extent that such activity is expressly permitted by
    applicable law notwithstanding this limitation.

    SEPARATION OF COMPONENTS. The SOFTWARE PRODUCT is licensed as a single
    product. Its component parts may not be separated for use on more than one
    computer, except as provided on Exhibit I.

    RENTAL. Licensee may not rent or lease the SOFTWARE PRODUCT or use the
    product for service bureau or timesharing. Licensee may enter into a capital
    lease to finance its license for the SOFTWARE PRODUCT.

    SOFTWARE TRANSFER. Licensee may not transfer its rights under this EULA,
    without prior written permission of Licensor. If permission to transfer is
    granted, Licensee shall retain no copies, shall transfer all of the SOFTWARE
    PRODUCT (including all component parts, the media and printed materials, any
    upgrades, and this EULA), AND the recipient must agree to the terms of this
    EULA.



<PAGE>   16

DISTRIBUTORSHIP AGREEMENT



    If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior
    versions of the SOFTWARE PRODUCT.

    TERMINATION. Without prejudice to any other rights, Timeline may terminate
    this EULA if Licensee fails to comply with the terms and conditions of the
    EULA. In such event, Licensee must destroy all copies of the SOFTWARE
    PRODUCT and all of its component parts.

3.  UPGRADES. If the SOFTWARE PRODUCT is an upgrade from another product,
    whether from Timeline or another supplier, Licensee may use or transfer the
    SOFTWARE PRODUCT only in conjunction with that upgraded product, unless
    Licensee destroys the upgraded product. If the SOFTWARE PRODUCT is an
    upgrade of a Timeline product, Licensee now may use that upgraded product
    only in accordance with this EULA. If the SOFTWARE PRODUCT is an upgrade of
    a component of a package of software programs that Licensee licensed as a
    single product, the SOFTWARE PRODUCT may be used and transferred only as
    part of that single product package and may not be separated for use on more
    than one computer.

4.  COPYRIGHT AND PATENT. All title and copyrights in and to the SOFTWARE
    PRODUCT (including but not limited to any images, photographs, animations,
    video, audio, music, text, and "applets," incorporated into the SOFTWARE
    PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE
    PRODUCT, are owned by Timeline or its suppliers. The SOFTWARE PRODUCT is
    protected by copyright laws, international treaty provisions, U.S. Patent
    Nos. 5,802,511, 6,023,694 and 6,026, 392 and pending patents. Licensee must
    treat the SOFTWARE PRODUCT like any other copyrighted material EXCEPT that
    it may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or
    archival purposes, or (b) install the SOFTWARE PRODUCT in accordance with
    the licensing provision herein, provided Licensee keeps the original solely
    for backup or archival purposes. By use or installation, Licensee expressly
    recognizes Timeline's patent rights to technology contained in the Software
    Product. Licensee may not copy the printed materials accompanying the
    SOFTWARE PRODUCT.

5.  DUAL-MEDIA SOFTWARE. Licensee may receive the SOFTWARE PRODUCT in more than
    one medium. Regardless of the type or size of medium received, Licensee may
    use only one medium that is appropriate for its computer. Licensee may not
    use or install the other medium on another computer. Licensee may not loan,
    rent, lease, or otherwise transfer the other medium to another user, except
    as part of the permanent transfer (as provided above) of the SOFTWARE
    PRODUCT.

6.  U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation
    are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the
    Government is subject to restrictions as set forth in subparagraph
    (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at
    DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
    Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
    Manufacturer is Timeline, Inc., 3055 112th Avenue N.E., Ste. 106, Bellevue,
    WA 98004.

MISCELLANEOUS

If this product is licensed in the United States, this EULA is governed by the
laws of the State of Washington. If this product is licensed outside the United
States, then local law may apply. Should Licensee have any questions concerning
this EULA, or if it desires to contact Timeline for any reason, it should
contact the Timeline subsidiary serving its country, or write: Timeline, Inc.,
3055 112th Avenue N.E., Ste. 106, Bellevue, WA 98004.

LIMITED WARRANTY

Timeline warrants that the SOFTWARE PRODUCT will perform substantially in
accordance with the published specifications for a period of ninety (90) days of
receipt. Some states and jurisdictions do



<PAGE>   17

DISTRIBUTORSHIP AGREEMENT



not allow limitations on duration of an implied warranty, so the above
limitation may not apply. To the extent allowed by applicable law, implied
warranties on the SOFTWARE PRODUCT are limited to ninety (90) days.

CUSTOMER REMEDIES

Timeline and its suppliers' entire liability and Licensee's exclusive remedy
shall be, at Timeline's option, either (a) return of the price paid, or (b)
repair or replacement of the SOFTWARE PRODUCT that does not meet Timeline's
Limited Warranty and which is returned to Timeline with a copy of Licensee's
invoice. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has
resulted from accident, abuse, or misapplication. Any replacement of SOFTWARE
PRODUCT or hardware will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is longer.

NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIMELINE
AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE PRODUCT, AND ANY
ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL
RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO
STATE/JURISDICTION.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL TIMELINE OR ITS SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF TIMELINE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.


<PAGE>   18

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT I
                       SOFTWARE PRODUCTS AND SPECIAL TERMS


Timeline will provide the following products and services:



<PAGE>   19

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT E

                              PRODUCT LICENSE FEES
                          AND INTERNATIONAL PRICE LIST


LICENSE FEES:

                                     EXAMPLE

    Distributor will offer the Analyst Reporting Solution as its preferred
reporting solution. Distributor shall pay to Timeline a license fee for each
license of a Product distributed to Distributor's clients. Certain Products
shall be offered in various combinations intended, in combination, to provide a
package, which meets a particular need. In those instances, the combination
shall bear a license fee representing the license fee due Timeline on such
package. In other instances, an individual Product shall be licensed not in
combination with other Products.


<TABLE>
<CAPTION>
                                                                   LICENSE
              SOFTWARE PRODUCT                      UNIT          FEE/UNIT
---------------------------------------------- --------------- ----------------
<S>                                            <C>             <C>
Standard Analyst Reporting Package:              Per Server           $ 25,000
    Distributor Filter
    1 Profile Manager and Data Mart Generator
    1 Manager & Report Author (including
        Viewer)
    4 Analyst Viewers
    Standard report pack

Analyst Add-ons:
    Manager                                       Per User               5,000
    Author                                        Per User               2,000
    Analyst Viewer                                Per User               1,000

Standard Budgeting Package:                      Per Server             25,000
    1 Profile Manager, Budget
    Workbook Generator
    Writeback Wizard

Budgeting Add-ons:
Budget Author                                     Per User               2,000
    End-User                                      Per User                 250

Workbook Generator                               Per Server             10,000
Web Reporting Server including Security          Per Server             35,000
    Additional Web Reporting Servers             Per Server             25,000
Security Module Stand-Alone                      Per Server              5,000
Universal Filter                                 Per Server             10,000
</TABLE>


Timeline will be paid a royalty based on 50% of the cumulative gross license fee
outlined above. Distributor shall not discount the product more than it
discounts its own products. If Distributor or



<PAGE>   20

DISTRIBUTORSHIP AGREEMENT



Subdistributors charge more than the suggested retail price for a license fee,
Timeline will receive a 50% royalty on the marked up cumulative gross license
fee charged.

After the initial two year term of the Agreement, either party shall have the
right, by giving ninety (90) days advance written notice(s), to change the
license fees paid by Distributor by such amount as may be agreed to by the
parties. If no agreement on revised license fees is agreed to after the ninety
(90) day notice, then the original 50% royalty shall remain in effect.

TRAINING ROYALTIES

In the event Distributor institutes Product training classes, Timeline will
provide course materials and training guides for $150 each.

DOCUMENTATION

One full set of documentation manuals is included in the license fee. Additional
manuals may be purchased for $40 each.



<PAGE>   21

DISTRIBUTORSHIP AGREEMENT



                                GLOBAL PRICE LIST
                                  OCTOBER 2000


"STUMP = STANDARD TIMELINE UNIT MODULE PRICE"

ENTERPRISE SQL SERVER PRICING FOR ANALYST:

<TABLE>
<CAPTION>
                                                                        STUMPS      EXCH. RATE
                                                                        ------      ----------
<S>                                                                     <C>         <C>
CORE TECHNOLOGY:
Analyst Financial Server
   (UF, Manager, Security, Data Mart Generator, Workbook Generator)     25000

Analyst Financial Server Lite
   (AFS Lite includes UF, Manager, Security)                            10000


APPLICATIONS:
Analyst Reporting, Analyst Budgeting, Analyst Consolidations          10000 each
   (All Applications include 1 Reporting and/or Budget Author)


ADDITIONAL TEMPLATE AUTHORING:
Analyst Author (Reporting or Budget Author)                           2500 each


RECIPIENTS*:
  Reporting Viewers, Consolidations Users:
     1-20
     21-50                                                            1000 each
     51-100                                                            750 each
     100+                                                              500 each
   * The first 20 recipients would be priced at 1000 each, the         250 each
   next tranche would be priced at 750 each, and so on.

Budget Holders
                                                                       250 each
  Web Users:
     5 concurrent users
     10 concurrent users                                                 5000
     15 concurrent users                                                 8500
     20 concurrent users                                                12000
     Unlimited                                                          17000
                                                                        25000
</TABLE>



<PAGE>   22

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT F

               USE OF COPYRIGHT, TRADE NAME, TRADEMARK AND/OR LOGO


               U.S. Patent Nos. 5,802,511, 6,023,694 and 6,026,392
                     U.S. and International Patents Pending
          (C) COPYRIGHT, TIMELINE, INC. 1992-2000, ALL RIGHTS RESERVED


THIS SOFTWARE IS FURNISHED UNDER A LICENSE AND MAY BE USED AND COPIED ONLY IN
ACCORDANCE WITH THE TERMS OF SUCH LICENSE AND WITH THE INCLUSION OF THE ABOVE
COPYRIGHT AND PATENTS PENDING NOTICE. THIS SOFTWARE, OR ANY OTHER COPIES
THEREOF, MAY BE NOT PROVIDED OR OTHERWISE MADE AVAILABLE TO ANY OTHER PERSON,
EXCEPT AS MAY BE PROVIDED IN THE LICENSE AGREEMENT. NO TITLE TO AND OWNERSHIP OF
THE SOFTWARE IS HEREBY TRANSFERRED.





          [TIMELINE LOGO]                       [TIMELINE LOGO]




Timeline is a registered trademark of Timeline, Inc.



<PAGE>   23

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT G

                                  REPORT FORMS


                     [DESIGNED SPECIFICALLY FOR DISTRIBUTOR]


<PAGE>   24

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT H

                         TRIAL AND EVALUATION AGREEMENT



                                  SEE ATTACHED


<PAGE>   25

DISTRIBUTORSHIP AGREEMENT



                                 TIMELINE, INC.
                              3055 112TH AVE. N.E.
                               BELLEVUE, WA 98004

                         TRIAL AND EVALUATION AGREEMENT

________________ (the "Customer") requests Timeline, Inc. ("Timeline") issue to
Customer those materials identified in Schedule A attached (the "Timeline
Products"). In consideration for Timeline providing the Timeline Products.
Customer agrees as follows:

1.  The Timeline Products are to be used solely for Customer's evaluation.

2.  Customer shall have the right to use the Timeline Products on a trial basis
    for a period of fifteen (15) days from ______________ ("Trial Period"). At
    the end of the Trial Period, Customer shall de-install and return and make
    no further use of the Timeline Products.

3.  Timeline shall have no liability to Customer arising out of the use of the
    Timeline Products and Customer shall hold Timeline harmless from any claims
    and/or liability in connection therewith.

4.  Customer, its agents and employees, shall not copy, abstract or make
    available to any person, firm or corporation, the Timeline Products or the
    information contained in them. Customer shall maintain the Timeline Products
    in confidence and prevent unauthorized access.

5.  The Timeline products and all information in them are proprietary to
    Timeline. The furnishing of the Timeline Products does not constitute either
    granting or waiver by Timeline of its proprietary interests. The results,
    conclusions, and reports of the evaluation conducted may only be disclosed
    to Customer's personnel for internal use and shall not be disclosed to any
    third party without the express written consent of Timeline.

6.  All Timeline Products will be returned to Charles Osenbaugh, Timeline, Inc.,
    3055 112th Avenue N.E., Ste. 106, Bellevue, WA 98004 at the end of the Trial
    Period.

TIMELINE:                                 CUSTOMER:

By:   ________________________________    By:   ________________________________
      (signature)                               (signature)

NAME: ________________________________    NAME: ________________________________
      (print or type)                           (print or type)


TITLE:  ______________________________    TITLE: _______________________________


DATE:   ______________________________    DATE:  _______________________________



<PAGE>   26

DISTRIBUTORSHIP AGREEMENT



                         TRIAL AND EVALUATION AGREEMENT

                                    EXHIBIT A






<PAGE>   27

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT I

                                 PRODUCT SUPPORT

Distributor shall select one of the following options for providing Product
Support to End Users.

[ ]     DISTRIBUTOR PROVIDES 1ST TIER SUPPORT.

Distributor shall take responsibility to actively provide telephonic support or
questions of Product functionality to Distributor End Users. Subdistributors,
and direct or indirect sales force. This includes providing staffing to field
all inquiries as to how the software is used and requests for diagnosis and
isolation of a bug in the software. If Distributor determines it cannot solve a
problem, Distributor shall then pass End User contact and relevant support issue
information to Timeline for resolution. Timeline will work directly with End
User, if necessary to resolve the problem.

Timeline will distribute to Distributor any bug fixes, updates and enhancements
it offers to End Users under maintenance directly with Timeline. Distributor may
then redistribute to Distributor End Users who maintain valid current
maintenance agreements with Distributor.

Distributor shall pay Timeline an amount equal to ___% of the cumulative gross
license fees paid by End User for the Products for this level of Product
support.

[ ]     TIMELINE PROVIDES 1ST TIER SUPPORT TO END USER.

Distributor may offer Timeline Product Support directly to a Distributor End
User. Timeline and the End User would then enter into a direct agreement.
Distributor would not be entitled to a fee for Timeline Product Support.


<PAGE>   28

DISTRIBUTORSHIP AGREEMENT



                                    EXHIBIT J

                                     PRIMARK


Distributor is prohibited from licensing the Products within the Primark Field
of Use as defined below. This prohibition DOES NOT APPLY to any Product
licensing with the North America.

PRIMARK FIELD OF USE

The Primark Field of Use covers the use of Timeline Inc. Software to manage data
generated within a software system which includes, (unless peripheral to a
system specifically excluded below, the following functions:

        -  Fund management reporting, including investment accounting and
           valuations

        -  Asset management reporting, including investment accounting and
           valuations

        -  Investment research, historical/ time series reporting on security
           and benchmark fundamental data, comparing accounts data, pricing
           data.

        -  Investment banking and corporate finance.

        -  Commodity, financial and derivative trading

        -  Institutional dealing and trading

        -  Broking

        -  Compliance

        -  Risk management

        -  Retail Investment, retail investment product marketing, dealing,
           distribution and administration.

        -  Treasury and cash management (other than cash management tied to a
           general ledger system)

        -  Insurance and insurance policy administration

        -  Investment consultancy services

        -  Pensions, pension fund management, pension policy administration.

        -  Independent financial advice

        -  Economic analysis, forecasting, economic data reporting.

Furthermore, the Distributor acknowledges that in the event of a dispute between
Timeline and Primark on the proper interpretation of the Primark Field of Use,
that such issue will be submitted to binding arbitration and that the
Distributor shall honor the decision of such arbitration as thereafter being
considered part of the definition of the Primark Field of Use.

If the Distributor sells a Sublicense of the Software to a Customer in the
Primark Field of Use and does not notify Timeline and on Primark becoming aware
of such Sublicense, the following penalties will apply:

    The Distributor will remit to Primark 100% of the Sublicense Fee or the list
    price for the Software off the International Price List in effect at that
    time, whichever is the greater.

    The Distributor will remit to Primark 50% of any ancillary revenue received
    from the Customer as a result of the sale or license of the Software.

The Primark Field of Use is defined such that it DOES NOT INCLUDE any software
system that is General Ledger related and, if a system is primarily used on data
that is General Ledger related, then it can pull data from any feeder system,
including a Primark system or Primark Field of Use system.

General Ledger related based systems include accounts payable, accounts
receivable, payroll, budgeting, requisitions, inventory, activity based costing,
job cost, project cost, ratio analysis, scorecard analysis, cash accounting and
non-custodian bank reconciliation, etc. The information entered in these systems
may be combined with data entry from other content providers.



<PAGE>   29

DISTRIBUTORSHIP AGREEMENT



In addition, other systems also considered part of a General Ledger Related
system where specifically tied to a system noted above include:

        -  Corporate and departmental management reporting

        -  Corporate cost center budget preparation

        -  Corporate, departmental and employee performance analysis

        -  Corporate and departmental budget/actual comparative reporting

        -  Consolidation of departmental and divisional management and budgetary
           reporting

The Primark Field of Use is defined such that it also DOES NOT INCLUDE
Non-General Ledger Related systems if they constitute:

        -  Employee and Contractor accounting and management systems such as
           Human Resources and payroll and non-pension related benefits.

        -  Manufacturing systems including distribution, job cost, project cost.

        -  Customer resource management systems such as sales tracking, buying
           patterns analysis, identification of customers.