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                                                                   Exhibit 10.19



                           WORKWISE(R) SOFTWARE, INC.



                          RESELLER MARKETING AGREEMENT
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This WorkWise Partner Marketing Agreement ("Agreement") is entered into on the
___ day of ______, 2001 ("Execution Date") by and between WorkWise Software,
Inc. ("WorkWise"), a Washington corporation with its principal place of business
located at 3055 112th Avenue N.E., Ste. 106, Bellevue, WA 98004, and
________________ ("Reseller") a ______________corporation with its principal
place of business located at _________________.

WHEREAS, WorkWise owns computer software and associated documentation described
below; and

WHEREAS, Reseller desires to obtain from WorkWise a license to distribute,
market, and use such software and documentation within a certain territory
described below; and

WHEREAS, WorkWise desires to establish such a licensing relationship for the
software and documentation with Reseller.

THEREFOR, in consideration of the mutual promises, covenants and agreements
contained herein, and other good and valuable consideration, receipt of which is
hereby acknowledged, it is agreed as follows:

I. DEFINITIONS

        A. "COMPUTER" means a machine or system which uses logical devices
        ("central processing units") to process information, such as a
        multi-processor computer system.

        B. "DESIGNATED COMPUTER" means the specific Computer upon which the
        application software is installed and executed, and which is designated
        by Users in a Software License Agreement/Statement of Product.

        C. "DOCUMENTATION" means the standard user documentation published by
        WorkWise describing the use of the Software, including any tutorial
        presentation of the capabilities of the Software and any technical
        documentation which describes the design of the Software. Documentation
        may be released in an electronic media format.

        D. "ENHANCEMENTS" means enhancements, modifications or changes made by
        Reseller to the Software and Documentation, but may not include any
        changes to Software for which source code is not provided to Reseller by
        WorkWise.

        E. "NOTICE ADDRESSES" means the addresses to which notices are to be
        sent, and which are noted above, or as otherwise noted below the
        signatures to this Agreement, or as noted in a change of address notice.

        F. "PARTNER" means a certified WorkWise Reseller or Integrator which
        operates in a capacity separate from WorkWise, and is a marketing term
        that does not create a legal partnership or mean that the WorkWise
        Partner is authorized to act on the behalf of WorkWise other than to
        sub-license Software under the terms and conditions of this Agreement.

        G. "PRODUCT UPDATE" means a change or new release of the Software or
        WorkWise Documentation designed to correct Software Problem(s).

        H. "PRODUCT UPGRADE" means a change or new release of the Software
        and/or Documentation designed to enhance the features of the Software or
        otherwise improve the functionality of the Software.

        I. "SOFTWARE" means all forms of computer software programs described in
        Appendix A attached hereto. The Software shall be limited to those
        modules issued by WorkWise as "General Availability." Certain modules of
        the Software may be issued as "Preview Releases" for which WorkWise may
        issue special restrictions or limitations regarding distribution or
        support.

        J. "SOFTWARE LICENSE AGREEMENT" means an agreement to be executed by
        Users sublicensed by Reseller to use the Software and Documentation.

        K. "SOFTWARE PROBLEM(s)" means defective Software distribution media
        and/or a failure of the Software to function substantially in accordance
        with the Documentation.

        L. "SUPPORT" means the services which are provided by WorkWise to
        Reseller, as described below, and Software maintenance provided by
        WorkWise to Reseller pursuant to the terms and conditions of this
        Agreement.

        M. "SUPPORT CENTER" means the location from which WorkWise provides
        Support.



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        N. "SUPPORT CONTACT" means the person(s) with whom WorkWise will
        communicate when providing Support to Reseller; must be certified by
        WorkWise and is knowledgeable about how the Software is being used, and
        system administration of the operating system on which it is being used.

        O. "TERRITORY" means the geographic area described in Appendix B.

        P. "USERS" means customers to which Reseller sublicenses the Software
        and Documentation.

II. GRANT OF LICENSES

        A. REQUIREMENTS FOR AUTHORIZED WORKWISE PARTNER. Reseller must comply
        with the following conditions to qualify as an "Certified WorkWise
        Partner": (i.) comply with the terms and conditions of this Agreement;
        (ii) pay the Partner Fees, Royalties, Support Fees, and other charges
        assessed by WorkWise, in a timely manner. Reseller hereby acknowledges
        that all licenses and rights granted to Reseller by WorkWise in this
        Section are subject to Reseller maintaining its status as a Certified
        WorkWise Partner.

        B. DISTRIBUTION RIGHTS. Subject to Reseller's compliance with the terms
        and conditions of this Agreement, WorkWise hereby grants to Reseller a
        nontransferable, nonexclusive license for the term of this Agreement to
        distribute, demonstrate, and sublicense to and for Users, the Software
        and Documentation, throughout the Territory, except as limited herein.

        C. LICENSING USERS. Reseller shall sublicense the WorkWise Software and
        Documentation to its Users using a copy of the then current Software
        License Agreement, a copy of which is attached hereto as Appendix D, or
        in a substantially similar form approved in writing by WorkWise. Product
        Updates and Product Upgrades are considered Software for purposes of
        this Agreement, and shall be licensed to Users subject to the terms and
        conditions of the relevant Software License Agreement. The User is
        required to pay for support, upgrades and maintenance of the WorkWise
        Software for the first year of the Software license, and for any
        subsequent years for which the User desires support and upgrades for the
        Software.

        D. PROPRIETARY MARKINGS. WorkWise grants Reseller the right to use the
        WorkWise trademarks and trade names for the purposes of marketing the
        Software. Reseller shall not alter or remove any trademark, copyright,
        confidentiality or other proprietary notice from copies of the Software,
        Documentation or marketing materials, and shall ensure that all such
        notices are maintained on all full or partial copies of the modified or
        unmodified Software or Documentation, except as otherwise authorized in
        writing by WorkWise.

        E. INTERNAL USE LICENSE. WorkWise grants Reseller a license, subject to
        the terms and conditions of the Software License Agreement attached
        hereto as Appendix D of this Agreement, to use one copy of the Software
        listed in Appendix A for installation on any single development
        platform. The use of said Software shall be restricted to Reseller's
        internal use and for the purposes of demonstration and supporting its
        Users. This license for Reseller's internal use is granted as
        consideration in part for Reseller's payment of the Partner Fees
        described in Appendix B. Reseller may license additional copies for
        demonstration, development and support purposes for a small fee.

        F. RESTRICTIONS. Nothing contained in the Agreement or the grant of
        licenses or rights hereunder shall be construed in any way to prohibit,
        limit or otherwise diminish the WorkWise right in or outside of the
        Territory to use, distribute, demonstrate, market, reproduce, or prepare
        derivative works based upon the Software or Documentation. These rights
        are granted to Reseller solely for its own use, and Reseller shall be
        specifically prohibited from establishing any distributors or dealers
        for the Software and Documentation.

        G. TITLE TO SOFTWARE. Except as expressly provided herein, all right,
        title and interest in and to the Software, Documentation, and any
        copyright, patent, trademark, trade secret or other intellectual or
        proprietary rights therein are the sole, confidential and exclusive
        property of WorkWise. No right, title or interest therein or thereto
        shall be acquired by Reseller by virtue of this Agreement other than as
        expressly provided herein.

        H. TITLE TO ENHANCEMENTS. Reseller shall retain right and title to the
        Enhancements it independently creates, unless otherwise agreed to by the
        parties; in no event shall Reseller own or have additional rights to the
        underlying Software or Documentation upon which the Enhancements are
        based or any of the WorkWise rights in the Software or Documentation

III. ORDERS

        A.  PROCEDURE.

               1. Reseller shall order copies of the Software, annual User
               Support and Upgrade Services, and other WorkWise products and
               services directly from WorkWise using an agreed upon method. All
               orders are subject to acceptance by WorkWise.

               2. WorkWise will attempt to avoid conflict among its Partners by
               arbitrating conflicts among Partners regarding potential Users,
               but preference will be presumed for the Partner which first
               registers a particular User site. Reseller agrees that WorkWise
               may contact Users and potential Users for appropriate business
               purposes.




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        B. SOFTWARE LICENSE AGREEMENTS FOR USERS. Prior to delivery of a copy of
        the Software, in whole or in part, to a User, Reseller shall have
        received the appropriate WorkWise Software License Agreement, or a
        license agreement approved in advance by WorkWise, executed by a duly
        authorized representative of the User. Reseller shall provide WorkWise
        with a copy of the fully executed Software License Agreement or
        Statement of Product if the User previously executed a WorkWise Software
        License Agreement, prior to shipment of the Software to the User.

        C. SHIPPING. WorkWise shall deliver the number of copies ordered on an
        accepted order to Reseller at an address to be provided in writing to
        WorkWise. Risk of loss and damage to such copies shall pass to Reseller
        upon delivery to a shipper from WorkWise. Upon submission by Reseller of
        recent evidence that a copy of the Software has been lost or damaged in
        shipment, WorkWise agrees to replace such copy at no additional charge
        to Reseller.

        D. EVALUATION COPIES. In the event that WorkWise authorizes the
        distribution of evaluation copies of the Software, Reseller agrees to
        comply with the conditions specified by WorkWise, including, but not
        limited to, the execution of a Trial and Evaluation Agreement attached
        hereto as Appendix E.

        E. RETURNS. All returns of defective copies of the Software for
        replacement must have the prior authorization of WorkWise (i.e., a
        Return Merchandise Authorization, or "RMA", number), and must occur
        within thirty (30) days of the original shipping date of the returned
        copies. The copies must be returned with their original shipping
        containers.

IV. PAYMENTS; TAXES; AUDIT

        A. PARTNER FEE. The Partner Fee is specified in Appendix B.

        B. SUPPORT FEES; OTHER CHARGES. Reseller agrees to pay the Support Fees
        detailed in Appendix B. Reseller shall also pay to WorkWise charges for
        other services provided by WorkWise pursuant to the Agreement. WorkWise
        shall deliver an invoice for amounts due WorkWise hereunder to
        Reseller's Notice Address.

        C. PAYMENT TERMS. All license and maintenance payment terms are Net 30
        days from date of invoice, except that WorkWise reserves the right to
        institute terms of Collect On Delivery ("C.O.D.") in the event that
        Reseller fails to make timely payments. All amounts owed by Reseller to
        WorkWise under this Agreement and which are past due, or which have not
        been properly reported by Reseller as owing, shall accrue interest at a
        simple rate of eighteen percent (18%) per annum from their due dates
        until paid.

        D. TAXES. Reseller shall pay all applicable sales, use and other taxes
        or similar governmental charges or duties incurred in connection with
        the exercise of the licenses and rights granted herein to Reseller,
        except such taxes or charges based on the income of WorkWise.

        E. AUDIT. As long as Royalties are due under this Agreement, and for a
        period of two (2) years thereafter, Reseller shall maintain and make
        available to WorkWise, within ten (10) calendar days upon written
        request, all records of Reseller that may contain information bearing
        upon the amount of fees payable to WorkWise under this Agreement.

V. TERM

This Agreement shall become effective upon execution by both parties, and shall
continue for a period of two (2) years from the Execution Date unless terminated
earlier as provided herein or by operation of law. Upon the expiration of the
initial two (2) year term this Agreement shall automatically be renewed for
successive one (1) year terms, provided that either party may notify the other
in writing at least sixty (60) calendar days before the expiration of this
Agreement of its intention not to renew this Agreement upon its expiration.

VI. DUTIES OF RESELLER

        A. PARTNER CERTIFICATION. Reseller is required to be certified by
        WorkWise as a Certified WorkWise Partner, the requirements of which are
        subject to change with no less than 90 days notice.

        B. INSTALLATION AND IMPLEMENTATION. Reseller has direct responsibility
        for installation and implementation of the WorkWise Software unless
        WorkWise agrees otherwise in writing.

        C. TRAINING OF USERS. Reseller shall provide its Users with, or arrange
        for training in the use of the Software as required according to the
        then current WorkWise training standards.

        D. COMPLIANCE WITH THE LAW. Reseller warrants and covenants that the
        Software and Documentation, in whole and in part, and in any form
        whatsoever, or any copy or adaptation, shall be distributed, marketed,
        and sublicensed in compliance with the then current United States export
        laws, including the Export Administration Act, as amended, (50 U.S.C.
        App. 2401, et seq.) and the Export Administration Regulations (15 C.F.R.
        Part 368, et seq.). Reseller agrees that it will comply with all
        applicable laws and regulations governing the creation, production,
        marketing, licensing, and/or delivery of Software and Documentation.




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        E. LEGAL NOTICE. Reseller shall promptly notify WorkWise of any notices
        that are served on Reseller and which allege claims for which WorkWise
        might be responsible hereunder.

        F. COOPERATION IN LEGAL ACTIONS. In the event that a User licensed by
        Reseller violates WorkWise's intellectual rights and/or fails to pay any
        fees owing to WorkWise, Reseller agrees to assist and cooperate with
        WorkWise in its efforts to rectify the situation.

        G. EXPENSES. Reseller shall pay all its expenses and be solely
        responsible for the acts and expenses of its employees, representatives
        and agents.

        H. PROTECTION OF PROPRIETARY RIGHTS. Reseller agrees to take all steps
        necessary to protect WorkWise's proprietary rights described in this
        Section including, but not limited to, the proper display of
        proprietary, copyright, trademark, trade secret, and patent pending
        notices on any copies of the Software or Documentation which it
        distributes, markets, reproduces, demonstrates, or sublicenses.

        I. PROTECT SOFTWARE AGAINST LIENS. Reseller shall, at its own cost and
        expense, protect and defend WorkWise ownership of the Software and
        Documentation against all claims, liens and legal processes of creditors
        of Reseller and keep the Software and Documentation free and clear of
        all such claims, liens and processes.

        J. COOPERATION ON WORKWISE ACCOUNTS. Reseller acknowledges that by being
        authorized to license WorkWise Software and by becoming a Certified
        WorkWise Partner, Reseller becomes a part of a larger network of
        Certified WorkWise Partners. Reseller also acknowledges that WorkWise
        Software transactions can extend beyond the territory serviced by any
        one Certified WorkWise Partner, and that only through cooperation will
        the network of Certified WorkWise Partners be able to service the larger
        or more involved WorkWise Software accounts.

        K. USERS AS REFERENCES. Reseller agrees to permit WorkWise to use its
        Users for reference purposes and in the promotion of the WorkWise
        products, provided that WorkWise obtains the prior written approval of
        Reseller and the User.

VII. SUPPORT

        A. SUPPORT CENTER. The WorkWise Support Center will be staffed weekdays
        from 9:00 a.m. to 5:00 p.m. (Pacific Time), excluding U.S. holidays.

        B. RESELLER'S SUPPORT SERVICES. Reseller agrees to provide Users with
        direct telephone support during normal business hours, (Monday through
        Friday), excluding standard U.S. and Reseller-observed holidays. As part
        of direct telephone support, Reseller agrees to confirm and, where
        practical, produce workarounds for Software Problems.

        C. WORKWISE SUPPORT SERVICES.

               1. ELECTRONIC MAIL AND TELEPHONE SUPPORT. In the event Reseller
               is unable to confirm or resolve the Software Problem, the Support
               Contact may contact the WorkWise Support Center to report
               suspected Software Problem(s), using electronic mail ("E-mail")
               as the primary means of communication. WorkWise will provide
               assistance in identifying, confirming and providing a workaround
               for suspected Software Problems in the standard, unmodified
               version of the Software. WorkWise may require documentation of
               the Software Problem, test data and copies of the programs being
               used before confirming and resolving Software Problems. WorkWise
               will respond to E-mail requests for support communicated via
               E-mail within four (4) working hours of receipt. The Support
               Contact may also telephone the Support Center; however, email
               requests for support will be given priority over telephone
               requests. Telephone requests for support may not be responded to
               within four (4) working hours of receipt, and the verbal nature
               of telephone communications may limit the extent or nature of the
               support that can be provided by WorkWise.

               2. DIRECT USER CONTACT. WorkWise personnel may directly
               communicate with the User regarding the suspected Software
               Problem using a form of telecommunications, and either with or
               without the participation of Reseller.

        D. NOTIFICATION OF SOFTWARE PROBLEMS. Reseller shall promptly notify
        WorkWise of any Software Problems.

        E. USER'S ANNUAL SUPPORT AND UPGRADE FEE; PRODUCT UPGRADES. WorkWise or
        Reseller will charge Users an annual Support and Upgrade Fee, as
        detailed in Appendix B. WorkWise agrees to provide Reseller with Product
        Upgrades for distribution to Reseller's support Users.

        F. CURRENT VERSION SUPPORTED. WorkWise provides Support only for the
        current version of the Software, and for the previous version of the
        Software for a period of one (1) year following the release of a new
        version.

        G. OBSOLESCENCE POLICY. In the event WorkWise elects to no longer
        Support or produce Product Upgrades for the Software operating on a
        specific Computer, WorkWise will offer to Users with Software licensed
        on such Computer the right to transfer their licenses for the Software
        to a comparable Designated Computer for a modest Transfer Fee.




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        H. NON-SUPPORTED MATTERS. WorkWise will not provide support for the
        following:

               1. Altered or modified Software;

               2. Consulting services, including applications design or
               recommendation, recovery of lost data, or any Reseller purchase
               recommendations;

               3. Software Problems resulting from hardware malfunction;

               4. Software Problems created by Reseller's negligence or fault,
               or by the negligence or fault of Reseller's Users;

               5. Software used on a Computer other than that specified on a
               WorkWise Order Form (the Designated Computer), or as otherwise
               authorized by WorkWise; or

               6. Software not licensed by WorkWise.

        I. SUPPORT COSTS. WorkWise reserves the right to charge Reseller, and
        Reseller agrees to pay reasonable travel and lodging expenses, if any,
        incurred by WorkWise while providing Support to Reseller. WorkWise
        reserves the right to charge Reseller, and Reseller agrees to compensate
        WorkWise at a rate of One Hundred Fifty Dollars ($150.00) per hour, with
        a four (4) hour minimum, for all services rendered in the event that
        Reseller fails to provide the direct support to its Users as required by
        this Agreement, or for Support rendered by WorkWise to resolve suspected
        Software Problems caused by non-standard modifications, non-WorkWise
        products or the Computer system environment. Finally, Reseller agrees to
        pay for unusual or excessive telephone, shipping, handling, media, or
        Documentation expenses incurred by WorkWise while providing Support to
        Reseller.

        J. TRAINING. Training services may be contracted through Reseller or
        through WorkWise. The terms and fees for training by WorkWise are
        detailed in Appendix B.

        K. LANGUAGE. Telephone and E-mail support will be provided in English
        unless otherwise agreed to in writing .

VIII. TERMINATION

        A. BASIS FOR TERMINATION. Either party may terminate the Agreement upon
        providing the other party written notification of intent to terminate.
        Termination will be effective 30 days after the receipt of any such
        notice. In addition, either party may terminate the Agreement if the
        other party materially breaches any representation, warranty, agreement,
        or obligation contained or referred to in this Agreement, provided the
        non-breaching party has given the breaching party written notice of such
        breach and the breaching party has failed to remedy such breach within
        thirty (30) calendar days (or such shorter period as may hereinafter be
        provided) after receipt of such notice.

        B. MATERIAL BREACH. Events of material breach of a representation,
        warranty, agreement, or obligation, include but are not limited to: (1.)
        Reseller's failure to make payments to WorkWise when due under this
        Agreement; (2.) Reseller's failure to fulfill its obligations under the
        Proprietary Rights and Confidentiality Section of the Agreement, except
        as specifically provided in the Agreement; or (3.) if Reseller ceases to
        conduct its normal business operations.

        C. FAILURE TO PAY FEES. WorkWise shall also have the right to terminate
        this Agreement immediately with no liability if Reseller fails to pay
        fees due WorkWise within ten (10) business days following their due
        date, provided that WorkWise has given Reseller notice of such failure
        and Reseller has not cured such failure within such ten (10) business
        days. Such termination shall not constitute a waiver of any right to
        damages, injunctive relief or other remedies available to WorkWise.

        D. LIMITATION OF LIABILITY UPON TERMINATION. WorkWise shall not by
        reason of termination of this Agreement, in accordance with its terms,
        be liable to Reseller for loss of clientele, termination of employees,
        or loss of business, investments or commitments made in connection
        herewith.

        E. DISPOSITION OF PRODUCT UPON TERMINATION. Upon termination of this
        Agreement, Reseller shall stop granting any new sublicense to Users or
        representing itself as an authorized reseller of WorkWise products.
        Also, Reseller's licenses hereunder shall continue only to the extent
        necessary to allow Reseller to provide support to its existing Users.
        WorkWise shall have no responsibility to provide Support or other
        services to Reseller's Users after termination of this Agreement.

 IX. CONFIDENTIALITY

Each party and its officers, director, employees, and representatives agree to
the following conditions relating to the disclosure of confidential information:

               1. "Confidential Information" means non-public information that
               either party designates as being confidential, including, without
               limitation: trade secrets; know-how; concepts; methods;
               techniques; designs; drawings; specifications; computer source
               code; support materials; client, customer or supplier lists;
               pricing information;




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               marketing plans or information; records concerning the disclosing
               party's finances, contracts, services, or personnel; and
               information received from others that the disclosing party is
               obligated to treat as confidential;

               2. Confidential Information shall not include that information
               that the receiving party can conclusively establish: (i) is in
               the public domain; (ii) was known when received; (iii) is or
               hereafter becomes lawfully obtainable from other sources; (iv)
               must be disclosed to regulatory authorities having jurisdiction
               over the receiving party, or as may otherwise be required by law,
               provided that the disclosing party is given at least five (5)
               days written notice before disclosure; (v) to the extent such
               duty as to confidentiality is waived by the disclosing party; or
               (vi) is independently developed by the receiving party;

               3. The receiving party shall take reasonable security
               precautions, at least as great as the precautions it takes to
               protect its own confidential information, to keep confidential
               the Confidential Information. Confidential Information may be
               disclosed, reproduced, summarized, or distributed only in
               pursuance of the business relationship between WorkWise and
               Reseller, and shall not be, directly or indirectly, divulged or
               disclosed for any purpose other than as permitted by this
               Agreement. The receiving party shall notify the disclosing party
               promptly upon discovery of any unauthorized use of disclosure of
               Confidential Information;

               4. Upon the termination of this Agreement, each party shall
               return to the disclosing party or destroy all Confidential
               Information it received under the terms of this Agreement and all
               copies thereof upon receiving a written request for same from the
               disclosing party except to the extent necessary for Reseller to
               fulfill its support obligations to its Users;

               5. Both parties acknowledge that any publication or disclosure of
               Confidential Information to others may cause immediate and
               irreparable harm to the disclosing party, and if the receiving
               party should publish or disclose Confidential Information to
               others without authorization, the disclosing party shall be
               entitled to injunctive relief or to any other remedies to which
               it is entitled under law or equity; and

               6. This agreement not to disclose Confidential information shall
               continue to apply for two (2) years after termination of this
               Agreement.

X. LIMITED WARRANTY

        A. LIMITED WARRANTY. WorkWise warrants and represents that the latest
        version of the Software released by WorkWise shall substantially perform
        in accordance with the applicable standard WorkWise Documentation for
        ninety (90) days following delivery to Reseller or its Users, as
        applicable.

        B. REMEDIES. WorkWise's entire liability and Reseller's exclusive remedy
        shall be for WorkWise, at its option, to either: replace the Software
        that does not meet WorkWise limited warranty described above and which
        is returned to WorkWise with its original distribution media; or attempt
        to correct any errors which Reseller finds in the Software during this
        warranty period and which prevent the Software from substantially
        performing as described in the standard WorkWise Documentation. Any
        replacement Software will be warranted for the remainder of the original
        warranty period or for thirty (30) days, whichever is longer.

        C. LIMITATIONS OF WARRANTY. The above warranty is null and void if
        failure of the Software has resulted from accident, abuse or
        misapplication. The above warranty is null and void if the Software
        Problem is caused by modification or changes made by Reseller and/or any
        User to the Software, or if the Software Problem occurs with a copy of
        the Software which has been modified or changed in any way by Reseller
        and/or any User, or the User or Reseller is unable to replicate the
        Software Problem on Software which has not been modified or changed.
        WorkWise does not warrant that the function contained in the Software
        will meet Reseller's or its Users' requirements, or that the operation
        of the Software will be uninterrupted or error free, or that all defects
        will be corrected. WorkWise shall not be required to correct errors
        during the above described warranty period attributable to: equipment
        malfunction; products other than the Software; use of the software in
        conflict with or contravention of the Documentation or the terms of this
        Agreement; or accident, neglect, misuse, or abuse of the Software.

XI. DISCLAIMER OF WARRANTY

WORKWISE MAKES NO OTHER WARRANTIES REGARDING THE SOFTWARE, DOCUMENTATION OR
SUPPORT, INCLUDING WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

WorkWise shall not be liable for any claimed non-conformance of Software under
Article 35(2) of the United Nations Convention of the International Sale of
Goods, even if that Convention were to be determined to be applicable to these
transactions(s).




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XII. LIMITATION OF LIABILITY

IN NO EVENT SHALL WORKWISE OR RESELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF
GOODWILL, OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF ANY
BREACH OF OBLIGATIONS OR DELAY IN DELIVERY OF SOFTWARE, DOCUMENTATION OR SUPPORT
UNDER THE AGREEMENT, OR FROM A USER'S USE OR INABILITY TO USE THE SOFTWARE, EVEN
IF WORKWISE OR RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGES. ANY DAMAGES THAT WORKWISE IS REQUIRED TO PAY FOR ANY AND ALL CAUSES,
WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS OF THE
FORM OF THE ACTION IN THE AGGREGATE, SHALL BE LIMITED IN AMOUNT OF THE FEES
AND/OR ROYALTIES PAID BY RESELLER TO WORKWISE FOR THE SPECIFIC COPY OR COPIES OF
SOFTWARE SUBLICENSED TO A USER OR USERS TO WHICH WORKWISE'S LIABILITY RELATES.
THE FOREGOING NOTWITHSTANDING, THE LIMITATIONS THIS SECTION SHALL NOT APPLY TO
AMOUNTS DUE UNDER THE INDEMNIFICATION PROVISIONS OF SECTION 13.

Reseller agrees that the WorkWise's liability for damages, if any, shall not
exceed the fees and/or royalties paid to WorkWise by Reseller for each Software
license granted under this Agreement.

XIII. INDEMNIFICATION

        A. WORKWISE INDEMNIFICATION. WorkWise shall indemnify, defend and hold
        harmless Reseller against any action to the extent such action is based
        on a claim that Reseller's use, demonstration, distribution, marketing,
        or sublicensing of the Software or Documentation or any part thereof,
        under this Agreement, or its Users' use of the Software or
        Documentation, in the Territory infringes a patent or copyright, or
        misappropriates a trade secret, and WorkWise shall pay all damages and
        costs awarded or agreed to in settlement by WorkWise in respect of such
        action; provided that WorkWise is given notice in writing of such claim
        within thirty (30) calendar days of the date Reseller receives actual
        notice of such claim. WorkWise shall control the defense in any such
        action and, at its discretion, may enter into a stipulation of
        discontinuance and settlement thereof. Reseller shall, at WorkWise's
        expense, cooperate with WorkWise in any such defense and shall make
        available to WorkWise all those persons, documents, and things required
        by WorkWise in the defense of any such action. Reseller may, at its
        expense, assist in such defense.

        B. REMEDIES. If, in such action, the Software is held to constitute an
        infringement or misappropriation, or the use, demonstration,
        distribution, marketing, or sublicensing thereof is enjoined or
        restricted, WorkWise shall, at its option, either procure for Reseller
        the right to continue using, distributing, demonstrating, marketing, and
        sublicensing the Software, or modify the Software to permit Reseller to
        exercise its rights hereunder, or, if the foregoing options are not
        available, terminate the Agreement and promptly refund the Reseller all
        fees and royalties paid by Reseller hereunder.

        C. LIMITATIONS OF INDEMNIFICATION. The foregoing indemnity shall not
        apply in respect of any infringement or misappropriation resulting from
        Reseller's or any of its Users' use of the Software in an operating
        environment other than that described in the Documentation or in
        conjunction with the Enhancements developed by Reseller if Reseller's or
        any of its Users' use of the Software in the operating environment
        described therein, or without the Enhancements, would not have given
        rise to such infringement or misappropriation. The foregoing indemnity
        shall not apply to any infringement or misappropriation arising from
        Reseller's modification to the Software or the use of the Software in
        conjunction with other software if such other software gives rise to the
        infringement or misappropriation action. The foregoing states the entire
        obligation of WorkWise with respect to the infringement of patents and
        copyrights, and misappropriation of trade secrets.

        D. RESELLER'S INDEMNIFICATION - INFRINGEMENT. Reseller shall, at its
        expense, indemnify, defend and hold harmless WorkWise against any claim
        or action by a third party to the extent such claim or action is based
        on a claim that Reseller' use, demonstration, distribution, marketing or
        sublicensing of any Enhancement or any part thereof in the Territory, or
        the Users' use of any Enhancement or any part thereof in the Territory,
        infringes a patent or copyright, or misappropriates a trade secret, and
        Reseller shall pay all damages and costs (including attorneys' fees) in
        respect of such claim, provided that Reseller is promptly given notice
        in writing of such claim. Reseller shall control the defense in any such
        action and, at its discretion, may enter into a stipulation of
        discontinuance and settlement thereof. WorkWise shall, at Reseller's
        expense, cooperate with Reseller in any such defense and shall make
        available to Reseller all those persons, documents and things required
        by Reseller in the defense of any such action. WorkWise may, at its
        expense, assist in such defense. The foregoing states Reseller's entire
        obligation with respect to the infringement of patents and copyrights
        and misappropriation of trade secrets with respect to Enhancements.

        E. INDEMNIFICATION - NEGLIGENCE. Either party shall defend, at its own
        expense, any suit brought against the other party to the extent that it
        is based on a claim by any third party caused by or arising from any
        negligent act or omission or willful misconduct of the first party in
        the performance by the first party or its employees or agents of the
        first party's obligations hereunder pursuant to this Agreement, provided
        that the first party is promptly given notice in writing of such claim.
        The first party shall control the defense in any such action and, at its
        discretion, may enter into a stipulation of discontinuance and
        settlement thereof. The other party shall, at the first party's expense,
        cooperate with the first party in any such defense and shall make
        available to the first party all those persons, documents and things
        required by the first party in the defense of any




                                  Page 7 of 22
<PAGE>   8

        such action. The other party may, at its expense, assist in such
        defense. The first party shall indemnify and hold harmless the other
        party against any reasonable costs (including attorneys' fees) and
        damages finally awarded against the other party in any such suit to the
        extent attributable to such claim.

XIV. GENERAL

        A. MODIFICATION, AMENDMENTS OR WAIVERS. No modifications or amendments
        to the Agreement and no waiver of any provisions hereof shall be valid
        unless made in writing signed by duly authorized representatives of the
        parties.

        B. SEVERABILITY. If any term, provision or part of the Agreement is to
        any extent held invalid, void or unenforceable by a court of competent
        jurisdiction, the remainder of the Agreement shall not be impaired or
        affected thereby, and each term, provision and part shall continue in
        full force and effect, and shall be interpreted in a manner consistent
        with the intent of the parties.

        C. SURVIVAL. The terms, conditions and warranties contained in the
        Agreement that by their sense and context are intended to survive the
        performance thereof by the parties hereunder shall so survive the
        completion of the performance, cancellation or termination of the
        Agreement

        D. SECTION HEADINGS. The Section headings throughout the Agreement are
        for reference purposes only, and the words contained therein shall in no
        way be held to explain, modify, amplify, or aid in the interpretation,
        construction or meaning of the provisions of the Agreement.

        E. ASSIGNMENT. Reseller may not assign this Agreement or its rights, or
        delegate its duties or obligations hereunder without WorkWise's prior
        written consent. Any such assignment, delegation or other transfer in
        contravention of this provision shall be null and void. This Agreement
        shall inure to the benefit of and be binding on the respective
        successors and permitted assigns, if any, of the parties hereto.
        Reseller shall promptly pay any reasonable attorneys' fees and costs
        incurred by WorkWise in considering any assignment requested by
        Reseller.

        F. APPLICABLE LAW; FORUM. The Agreement shall be governed by and
        construed in accordance with the laws of the State of Washington. The
        parties agree that King County, in the State of Washington, shall be the
        proper forum for any action, including arbitration, brought under this
        Agreement.

        G. ARBITRATION. Any dispute or controversy arising under this Agreement
        shall be settled by binding arbitration. Arbitration shall be initiated
        by one party giving notice specifying the matter to arbitrated to the
        other party. Arbitration shall be in conformity with and subject to the
        applicable rules then in effect of the American Arbitration Association.
        Judgement upon the award or injunctive relief issued by the
        arbitrator(s) may be entered in and enforced by any United States
        District Court or state court having jurisdiction thereof. If the
        American Arbitration Association is not then in existence or for any
        reason fails or refuses to act, the arbitration shall be in conformity
        with and subject to the arbitration provisions of the Washington Code of
        Civil Procedure in effect at the time of the notice.

        H. ATTORNEY'S FEES. In the event an action, including arbitration, is
        brought to enforce any provision of or declare a breach of this
        Agreement, the prevailing party shall be entitled to recover, in
        addition to any other amounts awarded, reasonable legal costs including
        attorneys' fees incurred thereby.

        I. LIMITATIONS ON ACTIONS. No actions, regardless of form, arising from
        the transactions under the Agreement, may be brought by any party hereto
        more than two years after the facts creating the cause of action become
        known to such party.

        J. REMEDIES. Except as otherwise provided for herein, no remedy
        conferred by any of the specific provisions of the Agreement is intended
        to be exclusive of any other remedy, and each and every remedy shall be
        cumulative and shall be in addition to every other remedy given
        hereunder, now or hereafter existing at law or in equity or by statute
        or otherwise. The election of any one or more remedies by either party
        shall not constitute a waiver of the right to pursue other available
        remedies.

        K. NONWAIVER. Any failure or delay by either party to exercise or
        partially exercise any right, power or privilege hereunder shall not be
        deemed a waiver of any of the rights, powers or privileges under the
        Agreement. The waiver by either party of a breach of any term, condition
        or provision of this Agreement shall not operate as, or be construed as,
        a waiver of any subsequent breach thereof.

        L. NO DEFAULT. Neither party shall be in default of this Agreement or
        liable for any damages or delay resulting from causes beyond its
        control.

        M. NOTICES. Except as otherwise provided in the Agreement, all notices
        or other communications hereunder shall be deemed to have been duly
        given when made in writing and delivered to the principal place of
        business. Either party may change the address to which notice is to be
        delivered by giving notice to the other party pursuant to this Section
        or by other form of notice agreed to by the parties.




                                  Page 8 of 22
<PAGE>   9

        N. RELATIONSHIP OF THE PARTIES. Both parties hereto, in the performance
        of this Agreement, will be acting in separate capacities and not as
        employees, partners, joint ventures, associates, or agents of one
        another. With regard to the performance of this Agreement, each party
        acknowledges that it does not have the authority to act for or in the
        name of the other party or to commit the other party in any manner
        whatsoever. The employees or agents of one party shall not be deemed or
        construed to be the employees or agents of the other party for any
        purpose whatsoever.

        O. NO THIRD PARTY. Except as otherwise specifically stated in the
        Agreement, the provisions of the Agreement are for the benefit of the
        parties hereto and not for any other person.

        P. ENTIRE AGREEMENT. The Agreement and the attached Appendices
        constitute the entire agreement, understanding and representations,
        expressed or implied, between WorkWise and Reseller with respect to
        subject matters described herein, and supersede all prior written and
        oral communications, agreements, letters of intent, representations,
        warranties, statements, negotiations, understandings and proposals, with
        respect to such subject matters.

        Q. AGREEMENT AUTHORIZED. Both WorkWise and Reseller have full power and
        authority to enter into and perform the Agreement, and the person(s)
        signing the Agreement of behalf of each has been properly authorized and
        empowered to enter into the Agreement.

EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT AND THE ATTACHED
APPENDICES, UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT,
AND AGREES TO BE BOUND BY THEM.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
on the last date indicated below.


WORKWISE SOFTWARE                           RESELLER NAME


By:  _______________________________        By:  _______________________________

Name:  _____________________________        Name:  _____________________________

Title: _____________________________        Title: _____________________________

Date: ______________________________        Date: ______________________________






                                  Page 9 of 22
<PAGE>   10

                                   APPENDIX A

                             DESCRIPTION OF SOFTWARE
--------------------------------------------------------------------------------


BUSINESS ALERTS
---------------

WorkWise Data Monitor

WorkWise MAPI Agent

WorkWise SMTP Agent

WorkWise Script Agent

WorkWise Log Agent


DATA AGENT SERVER
-----------------

WorkWise Data Monitor

WorkWise Data Update Agent

WorkWise File Monitor Agent

WorkWise SQL execution Agent

WorkWise Run Program Agent

WorkWise Print Agent

WorkWise Script Agent

WorkWise Log Agent


License is based on the type of data sources the software is used with and the
number of data sources it is applied to. Full description of the data sources is
in Appendix C.




                                 Page 10 of 22
<PAGE>   11

                                   APPENDIX B

              PARTNER FEES, DISCOUNTS, SUPPORT FEES, AND TERRITORY
--------------------------------------------------------------------------------


1 - PARTNER FEES

The fee associated with the WorkWise Partner Marketing program is dependant on
the licensing level desired. The fee is _______. In consideration of the fee,
WorkWise will provide up to 4 copies ($10,000 value) of the Software to the
Reseller with no royalty or margin due to WorkWise. The Reseller license is for
sale of products to Reseller customers only. The first year maintenance for the
Reseller's internal use copy of the software is also included in this fee.
Maintenance fees associated with the internal use copy are levied at the then
current rate for each subsequent year. Maintenance fees associated with the
copies for resale are subject to section #3 below.

2 - DISCOUNTS

All discounts are based upon the then current WorkWise Price List. That portion
of the current list License Fee detailed below shall be due and owing to
WorkWise for Software licensed by Reseller.

35% - Discount off WorkWise list price for each product. The partner discount
will apply to the products detailed in Appendix C.

3 - ANNUAL USER SUPPORT AND UPGRADE FEE

USER SUPPORT AND UPGRADE FEES. Reseller shall bill the Users of WorkWise
Software an annual User Support and Upgrade Fee of twenty percent (20%) of the
then-current license fees for the Software licensed which is mandatory for the
first year of the license. The User Support and Upgrade Fee is required for
subsequent years if the User elects to continue receiving Updates and Upgrades,
and Reseller may bill its users for the User Support and Upgrade Fee provided
that Reseller provides WorkWise with a purchase order from Reseller for the Fees
at least forty five (45) days prior to the expiration of the then current term
of support and such purchase order issued by Reseller includes the dollar amount
of the Fees and the required User information. Reseller shall remit to WorkWise
an amount equal to ten percent (10%) of the then-current license fees of the
WorkWise Software.

4 - TRAINING

WORKWISE USER TRAINING FEES. WorkWise offers on-site training in the use of the
Software to Reseller and Reseller's Users, billed at $1,800 per day.

5 - TERRITORY

WorkWise grants Reseller the right to exercise the license granted under this
Agreement in the United States of America and Canada. License is for Reseller
customers only.

6 - PRICE CHANGES

WorkWise will provide Reseller with at least ninety (90) days prior written
notice before WorkWise increases the license fees for the Software. WorkWise
agrees to honor all quotes regarding WorkWise Software license fees extended by
Reseller for a total of one hundred eighty (180) days provided that Reseller
provides WorkWise with written notice of the then outstanding quotes within five
(5) business days of receipt of notice of the proposed increase(s) in license
fees.

7 - ADDITIONAL DEMONSTRATION COPIES

WorkWise will provide Reseller with additional copies of the Software for
demonstration, development and support purposes for a license fee of Two Hundred
Dollars ($200.00) per copy. The license fee includes the cost of Updates and
Upgrades for these copies of the Software for a period of one (1) year from
their initial delivery date or from the Execution Date if delivered previously
(these licenses are in addition to the license granted in subsection II.E
above). WorkWise agrees to reasonable increases in the number of demonstration
copies available to Reseller based on the number of Reseller's locations in the
Territory and the number of platforms on which Reseller is executing the
Software.

8 - SALES AND INSTALLATION ASSISTANCE

SALES ASSISTANCE. Upon mutual agreement, WorkWise agrees to provide Reseller
with reasonable sales assistance, which may include assistance with sales
presentations, proposal responses, reporting, and partnership information
management.




                                 Page 11 of 22
<PAGE>   12

INSTALLATION ASSISTANCE. Upon mutual agreement, and upon availability, WorkWise
agrees to provide Reseller installation assistance at the then current rate
charged by WorkWise for these services.

MARKETING CHANNEL COORDINATION. WorkWise may direct Reseller to other WorkWise
Partners which may be able to assist Reseller and will help to coordinate the
efforts of Reseller and of these other WorkWise Partners. Reseller agrees to
marketing activity described in paragraph 10 below.

9 - SPECIAL DEVELOPMENT ASSISTANCE

DEVELOPMENT TOOLS. WorkWise may provide Reseller with pre-release or special
versions of software. All such development software not intended for commercial
release shall be provided to Reseller without any warranty or support, and
Reseller acknowledges and agrees to these terms and conditions through its
acceptance and use of these non-commercial products.

10 - MARKETING CONSIDERATIONS

-   Reseller agrees create a press release announcing the partnership with
    WorkWise and will publish to PR Newswire, and any other publication
    resources Reseller chooses, within 4 weeks of contract execution.

-   Reseller agrees to feature the WorkWise solution on Reseller's website,
    within 4 weeks of contract execution.

-   Reseller agrees to complete technical and sales training provided by
    WorkWise within 4 weeks of contract execution.

-   Reseller agrees to develop a library of at least 15 processes to sell or
    include with sales the WorkWise solution(s) within 4 weeks of contract
    execution.

-   Reseller agrees to develop a marketing brochure describing the WorkWise
    solution and Reseller's library of pre-developed processes, within 4 weeks
    of contract execution.

-   Reseller will make best efforts to market, demonstrate and sell WorkWise
    solutions to installed base of customers, and new customers/prospects.

-   Reseller agrees to participate with WorkWise in co-marketing activities.

-   Reseller agrees to include WorkWise in at least 3 sales calls/presentations
    of the WorkWise solutions.




                                 Page 12 of 22
<PAGE>   13

                                   APPENDIX C
                                   PRICE LIST
--------------------------------------------------------------------------------

BUSINESS ALERTS - PC LAN

<TABLE>
<CAPTION>
PC LAN                                 LICENSE FEE   MAINTENANCE     DATA SOURCES
<S>                                    <C>           <C>             <C>
             First CPU or Server         2,500          500              2
             Additional data sources     1,250          250              2
</TABLE>

Agents Included: Database Monitor Agent (OLEDB & ODBC), SMTP & MAPI Email
Agents, File Monitor Agent, Scripting Agent, Log Agent, Query Agent

DATA AGENT SERVER - PC LAN

<TABLE>
<CAPTION>
ACTION PACK - PC LAN                   LICENSE FEE   MAINTENANCE     DATA SOURCES
<S>                                    <C>           <C>             <C>
              First CPU or Server          5,000        1,000              2
              Additional data source       2,500          500              2
</TABLE>

Agents Included: Database Monitor Agent (OLEDB & ODBC), SMTP & MAPI Email
Agents, File Monitor Agent. Scripting Agent, Log Agent, FTP Monitor Agent,
Access FTP Server Agent, Work With Files & Folders Agent, Query Agent, Run a
Process Agent, Data Update Agent, File Update Agent, SQL Execution Agent, Run
Program Agent, HTTP Post & HTTP Get Agent

Licensed for access to PC/LAN edition databases: dbase, FoxPro, Access, Paradox,
etc.




                                 Page 13 of 22
<PAGE>   14

                                   APPENDIX C
                                   PRICE LIST
--------------------------------------------------------------------------------


BUSINESS ALERTS SQL

<TABLE>
<CAPTION>
SQL EDITION                            LICENSE FEE   MAINTENANCE     DATA SOURCES
<S>                                    <C>           <C>             <C>
             First CPU or Server           5,000         1000             2
             Additional CPU or Server      2,500          500             2
</TABLE>


Agents Included: Database Monitor Agent (OLEDB & ODBC), SMTP & MAPI Email
Agents, File Monitor Agent, Scripting Agent, Log Agent, Query Agent

DATA AGENT SERVER - SQL

<TABLE>
<CAPTION>
ACTION PACK                            LICENSE FEE   MAINTENANCE     DATA SOURCES
<S>                                    <C>           <C>             <C>
              First CPU or Server          10,000         2,000             2
              Additional data source        5,000          1,00             2
</TABLE>


Agents Included: Database Monitor Agent (OLEDB & ODBC), SMTP & MAPI Email
Agents, File Monitor Agent. Scripting Agent, Log Agent, FTP Monitor Agent,
Access FTP Server Agent, Work With Files & Folders Agent, Query Agent, Run a
Process Agent, Data Update Agent, File Update Agent, SQL Execution Agent, Run
Program Agent, HTTP Post & HTTP Get Agent

Licensed for access to /SQL edition databases and: Oracle, Informix, DB-2,
Centura (SQLBase), Progress, OpenIngres, Sybase, and SQL Server (Enterprise
Edition)





                                 Page 14 of 22
<PAGE>   15

                                   APPENDIX D
                       WORKWISE SOFTWARE LICENSE AGREEMENT
================================================================================

THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into on the ______ day
of _________, 2001 ("Execution Date"), by and between WorkWise Software, Inc., a
division of Timeline, Inc., a Washington Corporation with its principal place of
business located at 3055 112th Avenue N.E., Bellevue, WA 98004 ("Licensor") and
[COMPANY NAME] ("Licensee").

Licensor agrees to furnish to Licensee, and Licensee agrees to accept, in
accordance with the terms and conditions of this Agreement, the use of the
software identified below.

    I. DEFINITIONS

           A. "COMPUTER" means a machine or system which uses logical devices
           (such as CPUs) to process information, such as an NT server.

           B. "CPU" means Central Processing Unit of which more than one may
           execute the software if appropriately licensed.

           C. "DATA SOURCE" means the approved database or data file format with
           which the Software interacts.

           D. "DESIGNATED COMPUTER" means a specific Computer upon which the
           application software is installed and executed, and which is
           designated by Licensee in a Statement of Product.

           E. "PRODUCT UPDATE" means a change or new release of the Software or
           WorkWise Documentation designed to correct Software Problem(s).

           F. "PRODUCT UPGRADE" means a change or new release of the Software
           and/or WorkWise Documentation designed to enhance the features of the
           Software or otherwise improve the functionality of the Software.

           G. "SOFTWARE" means all forms of the computer software programs
           described in a Statement of Product, and shall include all Product
           Updates, enhancements, modifications, or Product Upgrades provided
           under the terms of this Agreement or of a related support agreement.

           H. "SOFTWARE PROBLEM(s)" means defective Software distribution media
           and/or a failure of the Software to function substantially in
           accordance with the WorkWise Documentation.

           I. "WORKWISE DOCUMENTATION" means the standard user documentation
           published by Licensor, or distributed by Licensor under a third party
           license, describing the use of the Software and may include technical
           documentation which describes the design of the Software, but does
           not include any product overviews. WorkWise Documentation may be
           released in an electronic media format

    II. LICENSES

           A. GRANT OF LICENSE. Licensor grants to Licensee the non-exclusive
           and non-transferable right to have the licensed number of servers
           execute the Software on the documented number of Data Sources and to
           use the associated WorkWise Documentation, subject to the terms and
           conditions of this Agreement and in consideration of payment of the
           agreed upon license fees.

           B. RIGHTS OF LICENSEE. Licensee may access the Software lawfully
           licensed to Licensee on any configuration of computers or display
           devices connected to the Designated Computer(s) provided the Software
           is installed or executes solely on the Designated Computer(s).
           Licensee may transfer the Software to any electronic storage device
           connected to the Designated Computer(s), provided Licensee keeps the
           original solely for backup or archival purposes. Licensee may also
           have one limited use copy of the software resident on a test
           environment computer concurrently with the production copy.

           C. BACKUP COPY. Licensee may make backup copies of the Software and
           of any portions thereof which are modified or merged with other
           programs in accordance with this Agreement. All such backup copies
           shall also be subject to the terms and conditions of this Agreement.
           Licensee agrees to maintain an accurate record of the location of the
           backup copies at all times.

           D. RESTRICTIONS ON USE. Unless otherwise authorized by Licensor,
           Licensee may not install, electronically transfer, network, or
           otherwise execute the Software on any Computer other than the
           Designated Computer(s). Only one Computer can be specified as the
           Designated Computer in a network unless additional licenses are




                                 Page 15 of 22
<PAGE>   16

           purchased. Except as specifically provided above, Licensee may not
           make any copies of the Software. Licensee may not rent, sub-license,
           lease, distribute, or grant other rights to the Software or the
           WorkWise Documentation to others. Licensee may not reverse engineer,
           disassemble, de-compile, reverse translate, or in any manner decode
           the Software in order to derive any source code not licensed by
           Licensor.

           E. US GOVERNMENT TERMS. If Licensee is acquired by the US Government,
           or if the Software is transferred to the US Government, additional
           terms and conditions may apply, and the Software shall be treated as
           "Commercial Computer Software" as defined in DFARS 252.227-7013 and
           FAR 52.227-19, or as appropriate under any governmental regulations
           which replace these regulations.

           F. EXPORT RESTRICTIONS. Licensee may not export or re-export the
           Software or any copy or adaptation in violation of any U.S. Export
           Administration regulation or other applicable regulation.

    III. PROPRIETARY RIGHTS AND CONFIDENTIALITY

           A. OWNERSHIP. All title and rights of ownership in the Software and
           WorkWise Documentation remain with Licensor and/or its suppliers and
           are protected by copyright, patent and/or trade secret laws. Licensee
           agrees to take all steps necessary to protect Licensor's and its
           suppliers' proprietary rights in the Software and WorkWise
           Documentation including, but not limited to, the proper display of
           copyright, trademark, trade secret, and other proprietary notices on
           any copies of the Software. Licensee agrees to reproduce and include
           any copyright, trade secret, trademark, or proprietary data notices,
           and other legends and logos on the backup copies. Licensee will, at
           Licensee's own cost and expense, protect and defend Licensor's and
           its suppliers' ownership of the Software and WorkWise Documentation
           against all claims, liens, and legal processes of creditors of
           Licensee and keep the Software and WorkWise Documentation free and
           clear of all such claims, liens, and processes.

           B. CONFIDENTIALITY. Licensee will not disclose or publish to others,
           and will keep confidential, the Software and the terms and conditions
           of this Agreement, provided Licensee may disclose the Software to
           consultants and other third parties retained to work with the
           Software.

    IV. TERM AND TERMINATION

           A. TERM. The licenses granted under this Agreement shall commence
           upon the shipment of the Software and shall continue perpetually
           unless terminated in accordance with the provisions of this
           Agreement.

           B. TERMINATION. Licensee may terminate this Agreement by destroying
           the Software and WorkWise Documentation and all copies thereof.
           Licensor may terminate this Agreement if Licensee fails to pay any
           license and/or support fees owing and which are more than fifteen
           (15) days past due. Licensor may also terminate the Agreement if
           Licensee breaches any material representation, warranty, agreement,
           or obligation in this Agreement and fails to remedy such material
           breach or demonstrate a good faith effort to remedy such material
           breach within thirty (30) days after receiving notice of such
           material breach from Licensor. Upon termination, Licensee shall
           either promptly return to Licensor all copies of the Software and
           WorkWise Documentation in Licensee's possession or destroy all copies
           of the Software and WorkWise Documentation, and certify in writing
           that all such copies have been returned or destroyed.

    V. LIMITED WARRANTY

           A. LIMITED WARRANTY. Licensor warrants that for a period of ninety
           (90) days after the initial delivery of the Software to Licensee, the
           latest unmodified version of the Software released by Licensor shall
           substantially perform in accordance with the standard WorkWise
           Documentation.

           B. REMEDIES. Licensor's entire liability and Licensee's exclusive
           remedy shall be for Licensor, at its option, to either: (i) replace
           any defective media which prevents the Software from satisfying the
           limited warranty described above provided such defective media is
           returned to Licensor; or (ii) attempt to correct any errors which
           Licensee finds in the Software during this warranty period and which
           prevent the Software from substantially performing as described in
           the standard WorkWise Documentation. Any replacement Software will be
           warranted for the remainder of the original warranty period or for
           thirty (30) days, whichever is longer.

           C. RIGHT TO LICENSE. Licensor warrants that it is the owner of the
           Software and/or has the right to license the Software to Licensee.

           D. LIMITATIONS OF WARRANTY. The above warranty is null and void if
           failure of the Software has resulted from accident, abuse, or
           misapplication. The above warranty applies only to software problems
           which are apparent in the unmodified, standard WorkWise Software
           which is not merged with other software. Licensor does not warrant
           that the functions contained in the Software will meet Licensee's
           requirements, or that the operation of the Software will be
           uninterrupted or error free, or that all defects will be corrected.
           Licensor shall not be required to




                                 Page 16 of 22
<PAGE>   17

           correct errors during the above described warranty period
           attributable to: equipment malfunction; products other than the
           Software; use of the Software in conflict with or contravention of
           the WorkWise Documentation or the terms of this Agreement; or
           accident, neglect, misuse, or abuse of the Software.

    VI. DISCLAIMER OF WARRANTY

LICENSOR MAKES NO OTHER WARRANTIES REGARDING THE SOFTWARE OR WORKWISE
DOCUMENTATION, INCLUDING WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

    VII. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR
TORTIOUS CONDUCT RELATING TO, CAUSED BY, OR ARISING OUT OF ANY BREACH OF
OBLIGATIONS OR DELAY IN DELIVERY OF SOFTWARE OR WORKWISE DOCUMENTATION UNDER THE
AGREEMENT, OR FROM LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CERTAIN TORTIOUS CONDUCT, SO THE ABOVE
LIMITATION MAY NOT APPLY TO LICENSEE. ANY DAMAGES THAT LICENSOR IS REQUIRED TO
PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR
OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE, SHALL BE
LIMITED IN AMOUNT TO THE LICENSE FEES PAID BY LICENSEE TO LICENSOR FOR THE
SPECIFIC COPY OR COPIES OF SOFTWARE. NOTWITHSTANDING THE FOREGOING, THE ABOVE
LIMITATION ON THE AMOUNT OF DAMAGES SHALL NOT APPLY TO EITHER PARTY'S
OBLIGATIONS WITH RESPECT TO THE INDEMNIFICATION PROVISIONS BELOW.

    VIII. INDEMNIFICATION

           A. LICENSOR'S INDEMNIFICATION. Licensor shall indemnify, defend and
           hold harmless Licensee against any action to the extent such action
           is based on a claim that Licensee's use of the Software or
           Documentation or any part thereof, under this Agreement, infringes a
           valid, enforceable United States patent or copyright, or
           misappropriates a trade secret, and Licensor shall pay all damages
           and costs (including attorneys' fees) awarded or agreed to in
           settlement by Licensor in respect of such action; provided that
           Licensor is given notice in writing of such claim within fifteen (15)
           calendar days of the date Licensee knows of such a claim. Licensor
           shall control the defense in any such action and, at its discretion,
           may enter into a stipulation of discontinuance and settlement
           thereof. Licensee shall cooperate with Licensor in any such defense
           and shall make available to Licensor all those persons, documents and
           things required by Licensor in the defense of any such action.
           Reasonable out-of-pocket expenses incurred by Licensee in providing
           such assistance will be reimbursed by Licensor. Licensee may, at its
           expense, assist in such defense.

           B. LIMITATIONS OF INDEMNIFICATION. The foregoing indemnity shall not
           apply in respect of any infringement or misappropriation if such
           infringement or misappropriation resulted from Licensee's or any of
           its Users' use of the Software: (a.) in an operating environment
           other than that described in the Documentation or under this
           Agreement; (b.) in conjunction with an enhancement not created or
           owned by Licensor; (c.) with the use of a superseded release of the
           Software; or (d.) in conjunction with other software not created or
           owned by Licensor. The foregoing states the entire obligation of
           Licensor with respect to the infringement of patents and copyrights,
           and misappropriation of trade secrets.

           C. LICENSEE'S INDEMNIFICATION - INFRINGEMENT. Licensee shall, at its
           expense, indemnify, defend and hold harmless Licensor against any
           claim or action to the extent such claim or action is based on a
           claim that any of Licensee's enhancements or any part thereof not
           created or owned by Licensor infringes a patent or copyright, or
           misappropriates a trade secret, and Licensee shall pay all damages
           and costs (including attorneys' fees) awarded or agreed to in
           settlement by Licensee in respect of such claim; provided that
           Licensee is given notice in writing of such claim within fifteen (15)
           calendar days of the date Licensor knows of such a claim. Licensee
           shall control the defense in any such action and, at its discretion,
           may enter into a stipulation of discontinuance and settlement
           thereof. Licensor shall cooperate with Licensee in any such defense
           and shall make available to Licensee all those persons, documents and
           things required by Licensee in the defense of any such action.
           Reasonable out-of-pocket expenses incurred by Licensor in providing
           such assistance will be reimbursed by Licensee. Licensor may, at its
           expense, assist in such defense.

    IX. SUPPORT

           A. SUPPORT RESPONSIBILITY. _____________ is responsible for providing
           direct technical support to Licensee. Licensor is responsible for
           providing technical support to _______________. In the event
           ______________ is unable or unwilling to provide direct support to
           Licensee, Licensor may contract directly with Licensee for support
           services. Licensee will receive credit for the amount of annual
           Support and Upgrade Fees paid to Licensor on Licensee's behalf.




                                 Page 17 of 22
<PAGE>   18

           B. DIRECT LINK. If Licensee contracts for mission critical support
           with Licensor, Licensee agrees to establish a direct link with
           Licensor approved by Licensor before mission critical support is
           provided to Licensee. Licensee agrees to assure that Licensor has
           access to Licensee's Designated Computer(s) via the link(s).

           C. REQUIRED PRODUCTION / TEST ENVIRONMENT. To assist in the
           resolution of Software Problem(s), Licensee is required to maintain
           the versions then-currently supported by Licensor, or versions
           compatible with the versions then-currently supported by Licensor.
           The requirements of this subsection are subject to reasonable change.

           D. SUPPORT AND UPGRADE FEES. Licensee agrees to pay the current
           annual Support and Upgrade Fees to _____________ for the first year
           upon licensing the Software. The annual Support and Upgrade Fees are
           twenty percent (20%) of the then-current license fees for the
           Software.

           E. WORKWISE SUPPORT SPECIALIST AND SYSTEM ADMINISTRATOR. Licensee
           agrees to designate both a System Administrator and a WorkWise
           Support Specialist who shall act as the primary contact between
           Licensee and Licensor.

           F. LICENSEE'S RESPONSIBILITIES. Licensee agrees to assist and
           cooperate with Licensor, as reasonably required by Licensor, in the
           resolution of Software Problems. Such assistance and cooperation will
           facilitate quicker and more effective problem resolution by Licensor,
           and may include:

               1. Consultation with the System Administrator and WorkWise
               Support Specialist(s);

               2. Providing documentation of the Software Problem(s), test data,
               and copies of the programs being used when the Software
               Problem(s) become apparent.

           G. SUPPORT SERVICES. The Support Services generally include
           resolution of Software Problem(s), support via electronic mail
           ("E-mail") and telephone, and upgrades and updates of the Software.
           Installation, training, and modification of the Software are services
           not included as support services and must be contracted for
           separately.

           H. E-MAIL AND TELEPHONE SUPPORT. Licensor will provide assistance in
           identifying, confirming and providing a "workaround" for suspected
           Software Problem(s) in the standard version of the Software. Licensor
           may require documentation of the Software Problem, test data, and
           copies of the programs being used before confirming and resolving
           Software Problem(s). E-mail is the preferred means of communication
           of support requests, and Licensor will make best efforts to respond
           to E-mail requests for support within four (4) working hours of
           receipt.

           I. DIRECT USER CONTACT. Licensor personnel may use the direct link to
           access Licensee's Computer to better analyze the suspected Software
           Problem and produce a solution or "workaround" to Software
           Problem(s). Licensor personnel may also directly communicate with
           Licensee regarding the suspected Software Problem(s).

           J. SUPPORT HOURS. Licensor support services, which include direct
           telephone services, will be available to Licensee from 8AM to 5PM
           Pacific Time weekdays, excluding standard U.S. holidays.

           K. PRODUCT UPDATES AND UPGRADES. Upon payment of Licensee's annual
           Support and Upgrade Fee, Licensor agrees to provide Licensee with the
           Product Updates and Product Upgrades produced by Licensor. These will
           be provided without additional fee if provided to the Licensee via
           E-mail, web based download, or US mail. Fees associated with any
           other form of shipment will be paid by the Licensee.

           L. CURRENT VERSION SUPPORTED. Licensor will provide Support only for
           the then-current version of the Software, and for the previous
           version of the Software for a period of six (6) months following the
           release of a new version.

           M. NON-SUPPORTED MATTERS. Licensor will not provide Support and
           Upgrade Services for the following unless such services are otherwise
           agreed to:

               1. Altered or modified Software;

               2. Consulting services, including applications design or
               recommendation, recovery of lost data, any Licensee purchase
               recommendations, training, installation, implementation, or
               customization;

               3. Software Problems resulting from hardware malfunction;

               4. Software Problems created by Licensee's negligence or fault;

               5. Software used on a computer system other than that specified
               on a WorkWise Order Form (the Designated Computer), or as
               otherwise authorized by Licensor; or

               6. Software not licensed by Licensor.




                                 Page 18 of 22
<PAGE>   19

    X. GENERAL

           A. WAIVER, AMENDMENT, OR MODIFICATION. Any waiver, amendment, or
           modification of any of the provisions of this Agreement or of any
           right, power or remedy hereunder shall not be effective unless made
           in writing and signed by the parties. No failure or delay by either
           party in exercising any right, power or remedy with respect to any of
           its rights hereunder shall operate as a waiver thereof in the future.

           B. GOVERNING LAW. This Agreement shall be governed by the laws of the
           State of Washington, and shall inure to the benefit of Licensor, its
           successors, administrators, heirs, and assigns. The United Nations
           Convention on the International Sale of Goods shall not apply to this
           Agreement. The parties agree that King County in the State of
           Washington shall be the proper forum for any action, including
           arbitration, brought under this Agreement.

           C. ATTORNEY'S FEES. In the event an action, including arbitration, is
           brought to enforce any provision of or declare a breach of this
           Agreement, the prevailing party shall be entitled to recover, in
           addition to any other amounts awarded, reasonable legal costs
           including attorneys' fees incurred thereby.

           D. LIMITATION ON ACTIONS. No actions, regardless of form, arising
           from the transactions under the Agreement, may be brought by any
           party hereto more than two (2) years after the facts creating the
           cause of action become known to such party.

           E. SEVERABILITY. If any term, provision or part of the Agreement is
           to any extent held invalid, void, or unenforceable by a court of
           competent jurisdiction, the remainder of the Agreement shall not be
           impaired or affected thereby, and each term, provision and part shall
           continue in full force and effect.

           F. SURVIVAL. The terms, conditions, and warranties contained in the
           Agreement that by their sense and context are intended to survive the
           termination thereof by the parties hereunder shall so survive the
           termination of the Agreement.

           G. NOTICE. All notices or other communications hereunder shall be
           deemed to have been duly given when made in writing and delivered to
           the principal place of business of the other party.

           H. FORCE MAJEURE. Neither party shall be in default nor liable for
           any failure in performance or loss or damage under this Agreement due
           to any cause beyond its control.

           I. TAXES. Licensee shall pay all applicable sales, use, and other
           taxes or similar governmental charges or duties incurred in
           connection with the exercise of the licenses and rights granted
           herein to Licensee, except such taxes or charges based on the income
           of Licensor. Upon request, Licensee shall promptly provide Licensor
           with evidence of payment of any such tax.

           J. ENFORCEMENT OF COMPLIANCE. If requested by Licensor at any time,
           Licensee will certify under oath that Licensee has fully and
           faithfully observed all of the terms and conditions of this
           Agreement. Licensor may at reasonable times inspect Licensee's
           premises and equipment to verify that all of the terms and conditions
           of this Agreement are being observed.

           K. ACKNOWLEDGMENT. Licensee acknowledges that Licensee has read this
           Agreement, understands it, and agrees to be bound by its terms and
           conditions. Licensee also agrees that this Agreement is the complete
           and exclusive statement of agreement between the parties and
           supersedes all proposals or prior agreements, oral or written, and
           any other communications between the parties relating to the subject
           matter of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
on the last date indicated below.



WORKWISE SOFTWARE, INC.                     LICENSEE:


By:_________________________________        By:_________________________________

Printed Name: ______________________        Printed Name: ______________________

Title:______________________________        Title:______________________________

Date________________________________        Date________________________________





                                 Page 19 of 22
<PAGE>   20

                                LICENSE AGREEMENT
                                   APPENDIX A
                              STATEMENT OF PRODUCT



Select Software Licensed:

          [ ] Data Agent Server - PC Edition
                 1 CPU or Server and 2 Databases

          [ ] Data Agent Server - SQL Edition
                 1 CPU or Server and 2 Databases

          [ ] Business Alerts - PC Edition
                 1 CPU or Server and 2 Databases

          [ ] Business Alerts - SQL Edition
                 1 CPU or Server and 2 Databases

          ___ Number of additional Database connections (in multiples of two)



Designated Computer:

Manufacturer:_____________________________ Model #: ____________________________

Microsoft NT Version:_________________ Service Pack 3 Installed (Y/N) __________
Host Name:_____________________

Address of Designated Computer Site:____________________________________________

                                    ____________________________________________

                                    ____________________________________________


NOTE: Please attach additional copies of this Statement of Product if more than
one Designated Computer(s) are to be licensed. List the Software to be licensed
on each Designated Computer on a separate Statement of Product.




                                 Page 20 of 22
<PAGE>   21

                                   APPENDIX E
                         TRIAL AND EVALUATION AGREEMENT
--------------------------------------------------------------------------------

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

                         TRIAL AND EVALUATION AGREEMENT

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

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

2.  Customer shall have the right to use the 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 Products.

3.  WorkWise shall have no liability to Customer arising out of the use of the
    Products and Customer shall hold WorkWise 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 Products or the
    information contained in them. Customer shall maintain the Products in
    confidence and prevent unauthorized access.

5.  The Products and all information in them are proprietary to WorkWise. The
    furnishing of the Products does not constitute either granting or waiver by
    WorkWise 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 WorkWise.

6.  All Products will be returned to Mike Arthur, WorkWise Software, Inc., 3055
    112th Avenue N.E., Ste. 106, Bellevue, WA 98004 at the end of the Trial
    Period.

WORKWISE:                                 CUSTOMER:

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

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

TITLE: _______________________________   TITLE: ________________________________


DATE:  _______________________________   DATE:  ________________________________





                                 Page 21 of 22
<PAGE>   22

                         TRIAL AND EVALUATION AGREEMENT

                                    EXHIBIT A




                                 [List Products]






                                 Page 22 of 22