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                                                               Exhibit No. 10.02

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                   SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

      This Agreement is made this 16th day of January, 2003 ("Effective Date")
by and between Netegrity, Inc., a Delaware corporation with its principal place
of business at 52 Second Avenue, Waltham, Massachusetts 02451 as licensee
("Netegrity") and Business Layers, Inc., a Delaware corporation with its
principal place of business at 365 West Passaic Street, Rochelle Park, New
Jersey 07662, as licensor ("Licensor").

1. DEFINITIONS

      (a)   The term "APPLICATION PACKAGE" means the Program (defined below)
            combined with an integration module and (i) embedded, (ii) bundled
            or (iii) sold contemporaneously with or subsequent to the sale of
            Netegrity's [**] software (or software which replaces the [**]
            software). The Application Package shall include all enhancements,
            improvements, and modifications thereof, and all supporting
            Documentation relating thereto and shall be identified by Netegrity
            by a separate product number. Notwithstanding any provision to the
            contrary herein, the Application Package does not include the [**]
            software which is identified via a separate product number.

      (b)   The term "NETEGRITY" means Netegrity, Inc. and its subsidiaries and
            affiliates. Subsidiary means a company which is majority-owned by
            Netegrity.

      (c)   The term "DISTRIBUTOR" means a person or entity which is authorized
            by Netegrity to market and distribute copies of software either on a
            standalone basis or as embedded, integrated or bundled with
            Distributor's product to End-Users, either directly or via
            subdistributors.

      (d)   The term "DOCUMENTATION" means technical documentation, training
            materials and, as available, End-User manuals, in both human
            readable and electronic form. The Documentation is further described
            in Schedule A.

      (e)   The term "END-USER" means an entity or person authorized to use the
            Application Package, under a license agreement, which may be in the
            form of a shrink-wrap or click-wrap license, provided by either
            Netegrity or its Distributors in accordance with Section 2.2, and
            without the right to further sublicense. The limitation on the right
            to sublicense shall not prevent End Users from providing access to
            the Application Package or Program to its customers, partners,
            sub-contractors or affiliated companies so long as such access is
            related to the beneficial use of End Users. In the event Netegrity
            licenses the Application Package or Program to an End User who will
            use the Application Package or Program as a provisioning Application
            Service Provider (i.e. timeshare, facilities management,
            outsourcing, service bureau, data processing service), Netegrity and
            Licensor shall mutually agree on an appropriate fee structure to
            determine the royalty fee which Netegrity will pay to Licensor for
            such license. Notwithstanding the foregoing, Netegrity will remain
            free at all times to set End User pricing at its discretion.

      (f)   The term "INTERNAL USE" means the use of the Application Package
            and/or Program in connection with the marketing and distribution of
            the Application Package for demonstrations, End Users or Distributor
            evaluation, integration, testing, benchmarking, maintenance,
            customer
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            support, training and integration-related development of the
            Application Package or [**] pursuant to Section 19 of this
            Agreement. Use of the Application Package for the foregoing limited
            uses, by application developers, Distributors or End Users with whom
            Netegrity has a binding agreement shall also be considered Internal
            Use. Internal Use does not include Netegrity's production use of the
            Program or Application Package for its own benefit. Netegrity shall
            have the right to purchase under the provisions of this Agreement
            the Program or Application Package for its own production use
            provided it pays to Licensor a purchase fee equal to the applicable
            minimum royalty fee specified in Section 3 of Schedule C, however,
            such purchase fee will not be credited against the quarterly minimum
            royalty fees paid by Netegrity.

      (g)   The term "OPERATING ENVIRONMENT(S)" means operating system software,
            independent of hardware, on which the Program is or shall be
            operable as listed in Schedule B. Except as otherwise provided in
            Schedule B, additional Operating Environments may be added to
            Schedule B by mutual agreement of the parties.

      (h)   The term "NET LICENSE FEE" means the license fee due and payable by
            an End User or Distributor to Netegrity for the Application Package,
            less any reseller fees, referral fees and discounts (applied as
            described herein) credits or refunds related to the distribution or
            sale of the Application Package or Program, non-recoverable sales
            tax, VAT or other taxes related to the distribution or sale of the
            Application Package or Program or other deductions related to the
            distribution or sale of the Application Package or Program. Net
            License Fees do not include maintenance and support fees.

      (i)   The term "PROGRAM" means Licensor's application software program
            known as eProvision Software (inclusive of the workflow component
            [**] version which will be created pursuant to Schedule E) or any
            subsequent product that replaces the eProvision software, which is
            or shall be made operable on the Operating Environment(s), and
            includes any commercially available country or language-specific
            version of the Program created by Licensor which is substantially
            equivalent, together with all enhancements, improvements, and
            modifications thereof, and all supporting Documentation relating
            thereto. The Program is further described in Schedule A.

      (j)   The term "RELEASE" means a more current edition of the software and
            related documentation for the purpose of codification of all
            previously created enhancements, improvements and modifications.

2. GRANT

2.1   Subject to the terms and conditions specified in this Agreement, Licensor
      grants and Netegrity hereby accepts a nonexclusive, world-wide,
      nontransferable, revocable, limited license to:

      (a)   use the Program and Application Package for Internal Use;

      (b)   copy and distribute the Program, but only with the Application
            Package;

      (c)   embed, integrate, bundle or combine the Program into or with
            IdentityMinder;

      (d)   develop, translate, modify and make derivative works of the portion
            of the Application Package which Netegrity provides;

      (e)   sublicense the use of the Program, but only as an integrated part of
            or bundled with the Application Package, to potential End-Users or
            Distributors for a reasonably limited period of time for evaluation,
            including beta testing of the Application Package;

      (f)   sublicense the rights granted in subparagraphs (a), (b) and (d)
            above to Distributors, and sublicense the rights granted in
            subparagraphs (a), (c) and (d) above to contractors hired by
            Netegrity, in both situations solely for the purposes of exercising
            the rights and licenses granted

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            herein, subject to the distributors and/or contractors being bound
            by the obligations contained here relating to the Program and, as
            between Netegrity and Licensor, Netegrity shall be liable for any
            performance by Distributor or contractor which would constitute a
            material breach of this Agreement; and

      (g)   provide a perpetual license to the Program, but only as part of the
            Application Package, to End-Users, either directly or through
            sub-distributors.

      Notwithstanding any provision herein to the contrary, for a period of (i)
      180 days from the effective date of this Agreement, or (ii) from the
      effective date of this Agreement up to the date Netegrity first ships the
      Application Package, whichever is sooner, Licensor hereby grants a license
      to Netegrity to provide a perpetual sub-license to the Program, on a
      stand-alone basis, to End Users, either directly or through Distributors,
      in which case the Netegrity obligations contained herein with respect to
      the Application Package, will apply to the Program and Netegrity shall
      have the rights set forth in Sections 2, 6, 10, 14 and 19 of this
      Agreement.

2.2   Prior to Netegrity's delivery of the Application Package to End-Users or
      Distributors, Netegrity shall ensure that each End-User and Distributor
      has subscribed to software protection obligations substantially the same
      as those contained in this Agreement including reasonable nondisclosure
      obligations covering End User's or Distributor's use of Licensor's
      technical information.

2.3   Title to the Program and all enhancements, improvements and modifications
      made thereto shall remain with Licensor. Notwithstanding anything to the
      contrary, title to Netegrity software as referenced in this Agreement and
      enhancements, improvements, and modifications made thereto shall remain
      with Netegrity.

2.4   Licensor hereby grants to Netegrity, and Netegrity accepts, a
      non-exclusive, royalty-free license under Licensor's copyrights in
      Licensor's Documentation to (and to permit Distributors to), solely for
      use with the Application Package:

      (a)   translate, edit, reformat, rewrite and create derivative works of
            the Documentation;

      (b)   incorporate the Documentation, in whole or in part, into other
            written materials prepared by or for Netegrity;

      (c)   use the Documentation for Internal Use; and

      (d)   reproduce and distribute modified and original versions of the
            Documentation from master media worldwide, in hard copy or in an
            on-line format, and, if such Documentation is in an on-line format,
            allow Distributors and End-Users to make print copies of the same.

      Documentation that is delivered to the U.S. Government shall include a
      restrictive rights legend. In addition, Documentation shall contain the
      Copyright notice specified in Section 12 of this Agreement and any third
      party Copyright or proprietary right notice which Licensor is required by
      written agreement to include in the Documentation provided Licensor
      notifies Netegrity in writing of such requirement.

2.5   Notwithstanding Section 7.1, the parties will mutually agree on a solution
      to addressing Netegrity's concerns regarding the [**]. In the event the
      parties can not agree on a solution to this issue within fifteen (15) days
      of the effective date of this Agreement, Netegrity shall have the right to
      delay payment of the quarterly minimum royalty payments set forth Schedule
      C until such time as the parties mutually agree on a solution. A breach of
      this Section 2.5 shall not be deemed a [**] provision under Section 7.4.

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3. INTEGRATION, TESTING AND ACCEPTANCE OF PROGRAM

3.1   Licensor will carry out the [**] services specified in Schedule E. The
      delivery dates for deliverables will be set forth in Schedule E. Licensor
      shall dedicate the appropriate resources to ensure that the [**] services
      detailed in Schedule E are performed within the specified time frames.
      Licensor agrees that time is of the essence in the performance of the [**]
      services.

3.2   Licensor shall deliver Documentation for the Program in accordance with
      the specifications in Schedule A and delivery requirements for the Program
      as set forth in this Agreement.

3.3   Licensor shall ship to Netegrity a diskette of the Program for each order
      of the Application Package or Program received by Netegrity from an End
      User or Distributor. Licensor shall ensure that Netegrity maintains an
      inventory of not less than 10 copies of the Program during the term of
      this Agreement. Subject to the provisions in this Agreement, Netegrity
      shall have the right to distribute the Application Package and/or Program
      via private labeled diskette or via electronic download.

4. PAYMENTS

4.1   Netegrity shall pay to Licensor the fees set forth in Schedule C as sole
      and complete compensation to Licensor for the licenses and services
      granted or performed hereunder.

4.2   Unless otherwise indicated in Schedule C, within thirty (30) days after
      the end of each quarter Netegrity shall deliver to Licensor a report which
      details the royalty fees due for that quarter and other details (excluding
      End User names) reasonably required by Licensor. Payments shall be due
      immediately upon delivery of the report and shall be submitted no later
      than fifteen (15) days after delivering such report, at the address
      specified in Section 20.7. All payments shall be in U.S. dollars, and are
      net of any taxes, duties, excises, withholding taxes or tariffs now or
      hereinafter imposed on the Program or the Application Package required to
      be paid by Netegrity. Any taxes, duties, excises, withholding taxes,
      tariffs, fees, assessments or levies shall be the responsibility of
      Netegrity with the exception of any taxes based on the net income of
      Licensor. With each quarterly payment, Netegrity shall provide to Licensor
      an accounting of the sublicenses granted by Netegrity during that calendar
      quarter detailing the number of units sold and the amount due.

4.3   Netegrity shall pay Licensor no less than the royalty due under Section
      4.1 except as otherwise mutually agreed between the parties on a
      case-by-case basis.

5. TERM OF AGREEMENT

5.1   The initial term of this Agreement shall be three (3) years commencing on
      the date first written above. This Agreement, unless otherwise terminated
      as provided herein, shall be automatically extended for additional terms
      of one (1) year each, unless a party gives written notice to the other
      party of it's intent to terminate the Agreement at least one hundred and
      eighty (180) days prior to the end of the initial term or any renewal term
      or in accordance with the provisions of Section 5.2 and 5.3 below. If this
      Agreement terminates due to such written notice, the provisions of Section
      14.2 below shall govern.

5.2   After the initial 12 months of this Agreement, Netegrity may terminate the
      Agreement at any time upon ninety (90) days prior written notice, without
      cause. In the event of such termination,

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      Netegrity shall pay the pro-rata portion of the Minimum Royalty Fee as
      specified in Schedule C hereto, calculated up to the termination effective
      date.

5.3   After the initial 18 months of this Agreement, Licensor may terminate this
      Agreement by providing eighteen (18) months prior written notice provided
      Licensor continues to provide the support and maintenance services as
      specified in Section 14.

6. SUPPORT AND MAINTENANCE AND PROGRAM MANAGEMENT

6.1   Licensor shall provide the support and maintenance described in Schedule
      D. During the initial term of the Agreement, at Netegrity's option,
      Licensor will make available to Netegrity up to two dedicated full time
      (i.e. 5 days a week and a minimum of 8 hours per day) systems engineers to
      support Netegrity. Each system engineer shall meet the technical
      requirements set forth in Schedule A and such individuals will be subject
      to the reasonable approval of Netegrity.

      Each system engineer shall be an employee of Licensor and Licensor shall
      be solely responsible for paying the system engineer's salary and
      benefits. In the event Netegrity exercises it option hereunder, Netegrity
      will pay Licensor $[**] per systems engineer for such service, plus
      reasonable actual travel and expenses in accordance with Netegrity's
      travel policy. Payments shall be made on a quarterly basis in advance of
      the applicable quarter.

      Licensor shall provide one (1) system engineer as of the effective date of
      this Agreement and will provide the second system engineer within sixty
      (60) days of the effective date of this Agreement. In the event Netegrity
      wishes to terminate, reduce or increase the number of system engineers
      hereunder, it shall provide Licensor three (3) months prior notice,
      provided, however, that in the event a system engineer fails to meet the
      reasonable performance requirements established by Netegrity from time to
      time, Netegrity shall have the right to terminate that system engineer
      services with seven (7) days notice to Licensor. In the event of
      termination of the system engineer services for any reason, Licensor shall
      issue Netegrity a refund equal to a pro-rata portion of the unused
      pre-paid fees for the system engineer and at Netegrity's option, shall
      replace the system engineer within sixty (60) days with an individual
      acceptable to Netegrity.

6.2   Licensor shall designate a Program Manager who shall act as a dedicated
      liaison between Licensor and Netegrity. At a minimum, the Program Manager
      shall be responsible for ensuring that the [**], testing and integration
      services are performed in accordance with this Agreement. If requested by
      Netegrity, the Program Manager or someone equally qualified on his behalf,
      shall be required to travel to Netegrity's development and testing offices
      no less than two (2) times a quarter until such time as the [**] work
      specified in Schedule E has been completed and Licensor shall be solely
      responsible for the travel expenses associated with such travel.

7. SOURCE CODE ESCROW

7.1   Licensor shall place the Program Source Code Materials in escrow with a
      mutually agreed upon United States based third party software escrow agent
      upon execution of this Agreement, in accordance with the escrow agent's
      standard agreement provisions as modified by the terms of this Agreement.
      For the purpose of this provision the "Program Source Code Materials"
      shall mean the source code of the Program excluding any third party
      technology embedded, integrated, bundled or combined in or with the
      Program unless Licensor has the rights to provide the third party source

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      code to Netegrity hereunder in which case the third party source code
      shall automatically be included in the definition of the Program Source
      Code Materials. Licensor shall provide Netegrity with a list of any and
      all third party technology embedded, integrated, bundled or combined with
      or in the Program and shall use reasonable commercial efforts to enter
      into an agreement with such third parties to allow the third party source
      code to be included in the Program Source Code Materials hereunder. All
      escrow fees on an ongoing basis shall be paid by Netegrity. Licensor
      agrees it will promptly deposit a current copy of the Program Source Code
      Materials in escrow upon the commercial availability of each release. Upon
      each deposit, the escrow agent shall be required to provide verification
      that the deposited materials compile to the same version of the Program
      provided hereunder. Subject to the terms and conditions specified herein
      and effective upon the provisions of section 7.3 below becoming operative,
      Licensor grants and Netegrity accepts for the remainder of the initial
      term of this Agreement a non-exclusive, irrevocable, worldwide,
      nontransferable, limited license to use the Program Source Code Materials
      furnished to Netegrity under the Escrow Agreement. Under such license,
      Netegrity shall be permitted to enhance, improve, modify, translate, make
      derivative works of, test and develop the Program Source Code Materials to
      exercise Netegrity's rights under this Agreement, which shall include
      creating derivative works of the Program and Application Package which may
      be distributed in accordance with Section 2 of this Agreement.

7.2   In the event the Program Source Code Materials are [**] pursuant to:

(i)   Section 7.4 (a) hereunder, then Netegrity shall [**] under this Agreement;

(ii)  Section 7.4 (b), (e), (f) or (g) hereunder, then Netegrity shall [**] its
distribution and sale of the Application Package and the applicable support and
maintenance fees;

(iii) Section 7.4 (c) or (d) hereunder, then Netegrity shall [**] specified in
Schedule C, including the [**] hereunder.

7.3   As used herein, the term "Program Source Code Materials" means the fully
      commented source code, listings, flow charts, logic diagrams, software
      tools, testing materials, and support documentation related to the Program
      which is suitable and sufficient to permit a reasonably skilled software
      engineer to build, enhance, improve, modify, maintain, test and support
      the same.

7.4   Netegrity shall have the right to [**] the extent specified in section 7.1
      above upon the occurrence of any one or more of the following events:


      (a)   the cessation by Licensor for any reason, to do business;

      (b)   the institution of any bankruptcy, receivership, insolvency,
            reorganization, dissolution, liquidation, or other similar
            proceedings by or against Licensor or all or any substantial part of
            its property under any Federal or State law and, if against
            Licensor, such proceedings shall not be dismissed within ninety (90)
            days of the institution of such proceedings, subject to any such
            proceedings preventing Licensor from performing its maintenance and
            support obligations [**] under Schedule E under this Agreement; or

      (c)   the reduction of Licensor's [**] (excluding Quality Assurance
            personnel) to less than [**] full time employees or the reduction of
            all other [**] (excluding Quality Assurance personnel) to

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            less than [**] full time employees prior to the completion of the
            [**] work specified in Schedule E; or

      (d)   [**] in [**] as determined by the [**]. For the purposes of this
            provision [**]from the beginning of the period to the end of the
            period ; or

      (e)   the failure by Licensor to perform any material support or
            maintenance obligation [**] under Schedule E of this Agreement, and
            such failure continues unremedied for a period of (i) forty-five
            (45) days after written notice from Netegrity in the case of the
            support and maintenance obligations or (ii) ninety (90) days after
            written notice from Netegrity [**]; or

      (f)   the acquisition of Licensor by a third party which fails to perform
            a material support or maintenance obligation [**] under Schedule E
            of this Agreement and such failure continues unremedied for a period
            (i) forty-five (45) days after written notice from Netegrity in the
            case of the support and maintenance obligations or (ii) ninety (90)
            days after written notice from Netegrity [**]; or

      (g)   delay in Licensors performance of a material support or maintenance
            obligation [**] under in Schedule E for any reason specified in
            Section 20.13 and (i) in the case of the support and maintenance
            obligations such delay continues for a period of forty-five (45)
            days after written notice from Netegrity or (ii) [**] such delay
            continues for ninety (90) days after written notice from Netegrity.

      Netegrity understands that its use of the Program Source Code Materials
      may preclude the ability of Licensor to support the Software, and/or to
      provide modifications, improvements, upgrades and new releases of the
      Software. In the event of [**] under this Section 7 and Netegrity [**],
      Licensor shall [**] of the Program which are [**] by Netegrity. Licensor
      shall continue to provide support and maintenance as specified hereunder
      for all [**] of the Program.

      Under no circumstances shall Netegrity provide or transfer the Program
      Source Code Materials to any third parties, except that Netegrity may
      retain third party contractors to use the Program Source Code Materials
      for the purposes set forth in section 7.1 above, provided that such third
      party contractors are bound in writing by the obligations set forth in
      this Section, and Netegrity shall be fully liable for any violations of
      the obligations by such third party contractor.

      The Program Source Code Materials are proprietary and confidential
      information of Licensor and are subject to the provisions of Section 16 of
      this Agreement. Nothing in this Section 7 shall transfer to Netegrity
      ownership to the Source Code Materials. In the event Netegrity [**]
      pursuant to this Section 7, Licensor shall own any such modification or
      changes and within a commercially reasonable time frame from completion of
      the modifications, Netegrity will deliver to Licensor a copy of the
      modified Program Source Code Materials created by Netegrity under this
      Section 7. In the event that Netegrity creates a competing software
      product to the Program it will not utilize any of its employees who have
      had access to or confidential information (which for the purpose of this
      Section 7.4 shall mean information that a reasonable person would deem
      confidential under the circumstances) derived from the Program Source Code
      Materials. This Paragraph shall survive the expiration or termination of
      this Agreement for any reason.

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      The first time only that the [**] pursuant to Section 7.4 (c) or (d), in
      the event Licensor remedies or cures the event that led to [**] within
      thirty (30) days of Netegrity's notice to [**], Licensor shall have the
      right to require that [**]. Solely under the circumstances detailed in
      this paragraph, the source code escrow license applicable in connection
      [**], shall terminate provided however, that Section 7 of this Agreement
      shall apply to any future event which [**] under Section 7.4.

7.5   At Netegrity's sole option, at any time during the term of this Agreement,
      Netegrity may require Licensor to train no fewer than three (3) and no
      more than five (5) independent contractor software engineers, jointly
      approved by Licensor and Netegrity, on the Program source code. Netegrity
      will bear the cost of hiring the independent contractors provided however,
      that Licensor shall bear the cost of its training personnel, any
      associated travel expenses and all other expenses related to its
      personnel. The training provided shall be sufficient to allow the
      independent contractors to meet Licensor's [**], support and maintenance
      obligations under this Agreement. [**] in accordance with this Section 7,
      Netegrity shall have the right to contract directly with the independent
      contractors in order to exercise Netegrity's rights under this Agreement.
      The independent contractor software engineers may be used by Netegrity
      solely to exercise Netegrity's rights under this Agreement.

    8. [**]

      In the event [**], Netegrity will [**] agreement. Licensor will notify
      Netegrity [**] Licensor will [**].

9. TRAINING

9.1   For each release of the Program, Licensor shall provide to Netegrity a
      minimum of three (3) training sessions, which may be attended by an
      aggregate of thirty (30) Netegrity designated trainees with appropriate
      experience, at such locations as may be mutually agreed. Each party shall
      pay all reasonable travel and living expenses of its own personnel.
      Netegrity shall supply appropriate training facilities and equipment. The
      training services and materials to be so provided include the following:

            (a) Technical training for the Program to Netegrity's pre-sales, and
      technical engineering and services personnel up to twice per year, at a
      mutually agreed upon central location in both North America and Europe.
      Such training shall cover at least such information as may be required to
      install, configure, and service the Program at End-User sites and
      information on installing, configuring, or using new features, and shall
      be adequate to permit Netegrity service personnel to detect and analyze
      problems sufficiently for Netegrity to undertake problem resolution. Such
      training shall also enable Netegrity personnel to implement and use new
      Releases of the Program.

            (b) Introductory sales training for the Program up to four times per
      year, at a mutually agreed upon location in both North America and Europe.

            (c) In-depth usage training annually for Netegrity's research and
      development engineers. Such usage training shall address integration of
      the Program with Netegrity software products.

9.2   Licensor shall provide master copies of available training materials for
      sales, sales support, service, and research and development courses.
      Licensor shall also provide to Netegrity media masters of

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      any available training materials, and computer-based training materials
      developed by Licensor related to the Program. Netegrity shall have the
      right to videotape (or otherwise record) any training sessions, at its
      option, and to use such videotapes or recordings for training purposes.
      For all such materials Netegrity shall have the license rights granted for
      Documentation per Section 2.4 of the Agreement provided however, that the
      research and development courses shall be used solely by Netegrity and
      shall not be distributed or sublicensed to Distributors or End Users
      hereunder. Licensor shall have no responsibility or liability in
      connection with Netegrity or any third party use of the materials.

10. WARRANTIES, REPRESENTATIONS, AND INDEMNITY

10.1  Licensor represents and warrants that it or its licensors have all right,
      title and interest in and to the Program licensed hereunder, that it has
      the authority to enter into this Agreement and to grant the rights and
      licenses provided herein, and that this Agreement violates no previous
      agreement between Licensor and any third parties;

10.2  Licensor represents and warrants that the Program does not include any
      software code which could be considered open source or copy left or
      similar software classification.

10.3  Licensor represents and warrants that to the best of its knowledge, the
      Program does not infringe, and that no claim has been made by any party
      that the Program infringes, any patent, copyright, trademark, trade secret
      or similar proprietary right of any third party ("Intellectual Property").
      If Netegrity is charged by a third party with any Intellectual Property
      infringement arising from Netegrity's sale, use or distribution of the
      Program, Licensor shall defend and hold Netegrity harmless against such
      claim, and will indemnify Netegrity for any and all losses, damages, costs
      and expenses, including reasonable attorneys' fees, resulting from such
      claim, provided that:

      (a)   Netegrity notifies Licensor in writing within seven (7) days after
            receipt of the claim;

      (b)   Licensor is allowed to exercise control over the defense of the
            claim, and all related settlement negotiations, provided Licensor
            diligently defends the claim or pursues the settlement; and

      (c)   Netegrity provides Licensor, at Licensor's expense, with all
            reasonably necessary assistance, information and authority to
            perform the above.

10.4  In the event that any claim of infringement under Section 10.3 Licensor
      shall, at Licensor's option, either:

      (a)   obtain a license from the third party for Netegrity to continue
            using the infringing Program;

      (b)   modify the infringing Program to avoid such infringement; or

      (c)   after unsuccessfully using reasonable commercial efforts to provide
            a) or b) above, terminate this Agreement with respect to the
            infringing Program and refund to Netegrity an amount equal to one
            hundred and fifty percent (150%) of Actual Damages (as defined
            below) up to an amount not to exceed the all royalty fees paid
            hereunder, including the quarterly minimum royalty fees. For the
            purpose of this Section 10.4 "Actual Damages" shall mean all amounts
            paid by Netegrity as a result of a claim under Section 10.3
            including, all refunds of license and support and maintenance fees,
            all royalty fees paid for the particular version of the Program
            which is infringing, expert fees and attorney fees.

      The foregoing indemnity shall not apply to infringements that arise from
      the combination of the Program with any other product(s) where such
      infringement would not have arisen without such combination.

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10.5  Licensor further warrants that the Program, when properly installed and
      used, shall operate in substantial accordance with applicable functional
      and performance specifications contained in Schedule A hereof.

10.6  Licensor further warrants that all services provided hereunder, including
      without limitation the [**] support and maintenance services shall be
      provided in accordance with this Agreement and shall be performed in a
      workmanlike manner in keeping with the best practices of the industry.

10.7  Licensor further warrants and represents that as of the effective date of
      this Agreement Licensor is not in discussions with any third party nor has
      it agreed to initiate general discussions with any third party regarding
      an acquisition, merger or other change the ownership structure of Licensor
      or its assets including any ownership rights to the Program. In addition
      to the other remedies available under this Agreement, in the event of a
      breach of this Section 10.7 Netegrity shall be entitled to a refund of all
      fees paid under this Agreement.

10.8  Netegrity represents and warrants that it has the corporate authority to
      enter into this Agreement; that this Agreement violates no previous
      agreement between Netegrity and any third parties; that no consent of any
      third party is needed enter into this Agreement.

10.9  Netegrity represents and warrants that to the best of its knowledge, the
      Netegrity software (including any third party software which Netegrity may
      include in the portion of the Application Package which Netegrity
      provides) which is combined with the Program to create the Application
      Package ("Netegrity Software") does not infringe, and that no claim has
      been made by any party that the Netegrity Software infringes, any patent,
      copyright, trademark, trade secret or similar proprietary right of any
      third party ("Intellectual Property"). If Licensor is charged by a third
      party with any Intellectual Property infringement arising from the
      Netegrity Software, Netegrity shall defend and hold Licensor harmless
      against such claim, and will indemnify Licensor for any and all losses,
      damages, costs and expenses, including reasonable attorneys' fees,
      resulting from such claim, provided that:

      (a)   Licensor notifies Netegrity in writing within seven (7) days after
            receipt of the claim;

      (b)   Netegrity is allowed to exercise control over the defense of the
            claim, and all related settlement negotiations, provided Netegrity
            diligently defends the claim or pursues the settlement; and

      (c)   Licensor provides Netegrity, at Netegrity's expense, with all
            reasonably necessary assistance, information and authority to
            perform the above.

      The foregoing indemnity shall not apply to infringements that arise from
      the combination of the Netegrity Software where such infringement would
      not have arisen without such combination.

10.10 Each party shall defend and hold the other party harmless against such
      claim, and will indemnify the other party for any and all losses, damages,
      costs and expenses, including reasonable attorneys' fees, resulting from
      its negligence or willful misconduct in performing its obligations under
      this Agreement.

10.11 THE WARRANTIES AND REPRESENTATIONS STATED WITHIN THIS AGREEMENT ARE
      EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
      INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE

                                       10
<PAGE>
11. LIMITATION OF LIABILITY

      EXCEPT FOR THE PROTECTIONS FOR INFRINGEMENT, NOTWITHSTANDING ANY OTHER
      PROVISION IN THIS AGREEMENT THE PARTIES HEREUNDER SHALL SOLELY BE LIABLE
      FOR ACTUAL DAMAGES AND IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
      OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
      DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF
      PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY
      OUT OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES.

12. COPYRIGHT

      Netegrity shall ensure that such copyright and proprietary rights notices
      which are appropriate to adequately protect both Netegrity's and
      Licensor's (including 3rd party licensors provided Licensor has provided
      Netegrity with notice of such 3rd party licensors and copies of the
      appropriate copyright notices) copyrights and proprietary rights in the
      Program and Application Package are placed on all such copies and on other
      written materials distributed therewith by Netegrity. Licensor agrees that
      Netegrity shall be permitted, in Netegrity's reasonable judgment, to
      substitute Netegrity's name for that of Licensor in such copyright and
      proprietary rights notices, consistent with the preservation of each
      party's proprietary rights in the Program and Application Package provided
      however, that Netegrity shall include Licensor's copyright notice and any
      third party Copyright or proprietary right notice which Licensor is
      required by written agreement to include provided Licensor notifies
      Netegrity in writing of such requirement on the initialization screen of
      the Application Package and on the end user technical documentation

13. DEFAULT

13.1  An event of default by Netegrity shall occur hereunder if Netegrity fails
      to perform or observe any material covenant, condition or agreement to be
      performed or observed by Netegrity hereunder, including any obligation of
      payment, or breaches any representation or warranty contained herein, and
      such failure or breach continues unremedied for a period of thirty (30)
      days after written notice from Licensor.

13.2  An event of default by Licensor shall occur hereunder if Licensor fails to
      perform or observe any material covenant, condition or agreement to be
      performed or observed by Licensor hereunder or breaches any representation
      or warranty contained herein and such failure or breach continues
      unremedied for a period of thirty (30) days after written notice from
      Netegrity.

14. REMEDIES/TERMINATION

14.1  Upon an event of default by either party, the other party shall have the
      right to terminate this Agreement by giving the defaulting party prior
      written notice of its intention to terminate. Termination shall
      automatically occur thirty (30) days after receipt by the defaulting party
      of such written notice if the default has not been cured.

14.2  Notwithstanding any of the above, the following rights and obligations of
      the respective parties shall survive termination under this Section 14:

                                       11
<PAGE>
      (a)   the representations, warranties and indemnities under Section 10
            shall bind the parties and their legal representatives, successors,
            heirs and assigns;

      (b)   licenses and sublicenses granted by Netegrity and its Distributors
            to End Users pursuant to this Agreement prior to the date of
            termination shall continue in effect;

      (c)   the testing, maintenance, customer support licenses granted for
            Internal Use shall continue in effect;

      (d)   Netegrity and its Distributors shall be permitted, pursuant to the
            license rights and obligations of Section 2 and the payment
            obligations of Section 4 hereof, to grant sublicenses to End-Users
            for the Application Package for written orders received prior to the
            effective date of such termination, but in no event shall any right
            to sublicense pursuant to this provision extend for more than six
            (6) months beyond the effective date of termination;

      (e)   all provisions of this Agreement relating to either party's
            proprietary rights or to confidentiality of information disclosed by
            either party;

      (f)   the limitations of liability of Section 11; and

      (g)   For four years from the effective date of termination, Licensor's
            obligation to provide the update and maintenance support described
            in Schedule D, under annual maintenance agreements then in force,
            provided that the End User(s) stay within version compliance of the
            support terms detailed in Schedule D, and subject to Netegrity
            paying the mutually agreed upon maintenance fee which is detailed
            Schedule C.

14.3  Should Licensor [**] of Section 2 of Schedule D [**] and such failure
      continues for thirty (30) days after receipt of written notice from
      Netegrity to Licensor, then Licensor shall pay a penalty to Netegrity. The
      amount of the penalty shall be equal to [**] dollars ($[**])[**],
      commencing thirty one (31) days after receipt of notice, [**] (i) in the
      event Netegrity provides refunds to the End User or Distributor, the
      greater of (a) [**] dollars ($[**]) or (b) the amount Netegrity actually
      refunds to the End User or Distributor, but in no event more
      than [**]percent ([**]%) of the affected End User's or Distributor's
      license fee and annual maintenance fee for the Application Package or (ii)
      [**] dollars ($[**]) if no refunds are provided by Netegrity.

14.4  The rights and remedies set forth in this Section 14 are in addition to
      any other rights or remedies which otherwise may be available, in law or
      in equity.

15. TRADEMARKS AND MARKETING MATERIALS

15.1  Netegrity shall be permitted, at its option, to repackage, market and
      distribute the Application Package and associated documentation under
      either its own product name and trademarks, or under Licensor's trademarks
      currently or hereafter associated with the Program. Prior to Netegrity's
      use of any such trademarks of Licensor, however, Netegrity agrees to
      notify Licensor in writing as to how such trademarks are to be used, for
      Licensor's approval. Such approval by Licensor shall not be unreasonably
      withheld.

15.2  Licensor hereby grants to Netegrity, and Netegrity accepts, a
      non-exclusive, royalty-free license under Licensor's copyrights in
      Licensor's written marketing materials to (and to permit Distributors to),
      solely for use with the Application Package:

      (a)   translate, edit, reformat, rewrite and create derivative works of
            the marketing materials;

      (b)   incorporate the marketing material, in whole or in part, into other
            written materials prepared by or for Netegrity; and

                                       12
<PAGE>
      (d)   reproduce and distribute modified and original versions of the
            marketing material from master media worldwide, in hard copy or in
            an on-line format, and, if such marketing materials are in an
            on-line format, allow Distributors and End-Users to make print
            copies of the same. In the event Netegrity reproduces and
            distributes the marketing materials in their entirety or simply
            reformats the marketing materials Netegrity will include Licensor's
            Copyright notice and product reference on such materials.

15.3  Licensor shall have no right to use Netegrity's trademarks, or trade
      names, or to refer to Netegrity or any of its subsidiaries or End-Users in
      connection with the Program or Application Package, or with its promotion
      or publication without the prior written approval of Netegrity. Such
      approval by Netegrity shall not be unreasonably withheld.

16. CONFIDENTIALITY

16.1  It is expected that the parties will disclose to each other certain
      information which may be considered by the disclosing party to be
      confidential information. Each party recognizes the other's claim to the
      value and importance of the protection of the other's confidential
      information. All confidential information owned solely by one party,
      identified in writing as being confidential, and disclosed to the other
      party shall remain solely the property of the disclosing party, and its
      confidentiality shall be maintained and protected by the other party with
      the same degree of care used to protect its own confidential information,
      but in any event, not less than a reasonable degree of care. Except to the
      extent required or permitted by this Agreement, both parties agree not to
      duplicate in any manner the other's confidential information or to
      disclose it to any third party or to any of their employees not having a
      need to know for the purposes of this Agreement. Each party shall ensure
      that those of its employees to whom such confidential information is
      disclosed have first been bound by obligations of confidentiality to said
      party. The parties further agree not to use each other's confidential
      information for any purpose other than the implementation of this
      Agreement. Notwithstanding any other terms contained herein, the parties
      agree financial information, furnished in any manner by either party, are
      and shall be treated as Licensor confidential information.

16.2  Confidential information may include, but is not limited to, trade
      secrets, processes, formulae, specifications, programs, software, test
      results, technical know-how, methods and procedures of operation, business
      or marketing plans, customer lists, and proposals. Notwithstanding the
      foregoing, confidential information shall not include information which:
      (a) is or becomes a part of the public domain through no act or omission
      of the receiving party; (b) was in the receiving party's lawful possession
      prior to the disclosure and had not been subject to limitations on
      disclosure; (c) is lawfully disclosed hereafter to the receiving party by
      a third party who, to the receiving party's best knowledge, did not
      acquire the information directly or indirectly from the disclosing party
      and was otherwise not restricted as to disclosure; (d) was independently
      developed by the receiving party, without use of the information disclosed
      under this Agreement or (e) is required to be disclosed by law or
      regulation.

17. CHANGE OF CONTROL


                                       13
<PAGE>
17.1  In the event Licensor intends to (a) sell its corporate entity, (b) sell
      or assign its ownership rights to the Program or (c) sell all or
      substantially all of Licensor's assets, Licensor will [**] during which
      time [**], as applicable. [**] confidential information and shall not
      disclose this information to any party except those employees, and legal
      and financial advisors, with a need to know (each of which shall be
      required to hold the information in strict confidence). The details [**]
      shall be maintained as confidential information by Licensor and Licensor
      shall not disclose this information to any party except its legal and
      financial advisors. For the purpose of this Section 17.1, Licensor shall
      be deemed to have triggered this provision upon one or more of the
      following events in relation to a potential transaction: (i) Licensor
      engages a banker, (ii) Licensor's Board of Directors authorizes Licensor's
      management to initiate discussions with an interested party or (iii)
      Licensor or agent of Licensor is proactively seeking solicitations.

17.2  In the event Licensor receives a written or verbal offer to (a) be
      acquired, merged or otherwise change the ownership structure of its
      corporate entity, (b) purchase or otherwise acquire any ownership rights
      to the Program or (c) purchase all or substantially all of Licensor's
      assets, Licensor shall [**]. Licensor shall [**]

18. AUDIT.

      Licensor shall have the right to audit, not more than once in each
      calendar year and during normal business hours and in a manner that does
      not interfere with Netegrity's business activities, Netegrity's records
      and accounts to the extent necessary to verify that no underpayment has
      been made by Netegrity hereunder. Such audit shall be conducted by an
      independent audit firm at Licensor 's own expense, provided that if any
      discrepancy or error exceeding ten percent (10%) of the money actually due
      is found through the audit, the cost of the audit shall be born by
      Netegrity.

19. LOCALIZATION [**] REQUESTS.

19.1 Netegrity may request that Licensor provide foreign language versions of
the Program [**] based on the needs of Netegrity's potential end users or
distributors or based on Netegrity's geographic distribution plans. Licensor
will use reasonable commercial efforts to accommodate such requests within the
reasonable time frames specified by Netegrity. In the event the parties cannot
mutually agree on the performance [**], Netegrity shall [**]. Licensor agrees to
provide Netegrity with [**] related documentation.

19.2 [**] Netegrity in accordance with Section 19.1(a) or (b) above ("[**]"),
the parties will mutually agree on whether Netegrity will [**]. In the event
Netegrity [**], Licensor shall [**] for Netegrity, and the [**] hereunder. The
term [**] shall not include any [**] which term shall mean any [**]. In such
case, Licensor shall be responsible for [**], including retaining the
functionality provided by [**], for the remainder of the term of this Agreement.

Notwithstanding any provision in this Agreement to the contrary, in the event
Netegrity [**], Netegrity shall [**] which Netegrity [**] and Netegrity shall be
[**] provided, however, that Licensor shall [**] and Netegrity shall [**]Nothing
in this Agreement shall [**] the Program or a derivative work of the Program.

19.3 In the event Netegrity [**] in accordance with Section 19.2(b) above,
Netegrity shall [**] in accordance with Schedule C of this Agreement [**].
Notwithstanding anything this Agreement to the contrary, in the event Netegrity
[**].

The following definitions shall apply to this Section 19.3:

                                       14
<PAGE>
"[**]" shall mean an ePM [**] listed in Schedule E or any [**] at the time
Netegrity [**] under this Section 19.

"[**]" shall mean [**] Schedule A, Section 3(a)-(h).

In the event [**], Netegrity shall [**] to Netegrity hereunder for the [**]
Feature. For the sole purposes of calculating the royalty due under this Section
19, the [**] definition of the Application Package.

20. GENERAL

20.1  Netegrity shall have full freedom and flexibility in its marketing effort
      for the sublicensing of the Application Package (including, without
      limitation, whether to market or to discontinue marketing, its method of
      marketing, terms and conditions and pricing). Netegrity makes no guarantee
      or commitment hereby as to the success of such marketing effort, and
      Licensor agrees that Netegrity has no obligation to Licensor whatsoever
      other than as specifically provided in this Agreement.

20.2  Licensor will in all matters relating to this Agreement act as an
      independent contractor. The relationship between Licensor and Netegrity is
      that of licensor and licensee, respectively. Neither party will represent
      that it has any authority to assume or create any obligation, express or
      implied, on behalf of the other party, or to represent the other party as
      agent, employee, or in any other capacity, except as specifically provided
      herein.

20.3  This Agreement, along with Schedules A through G attached hereto and
      hereby incorporated by reference, sets forth the entire Agreement between
      the parties and supersedes prior proposals, agreements and representations
      between them related to the licensing and maintenance of the Program and
      Application Package, whether written or oral. No modifications or
      amendments to this Agreement shall be binding upon the parties unless made
      in writing and duly executed by authorized officials of Licensor and
      Netegrity.

20.4  No action, regardless of form, arising out of the transactions under this
      Agreement may be brought by Netegrity or Licensor more than two (2) years
      after the cause of action has occurred.

20.5  Neither party shall assign any of its rights or obligations hereunder
      without prior written consent of the other party, which shall not be
      unreasonably withheld except Netegrity may assign this Agreement to (i) a
      subsidiary or (ii) any person or entity which succeeds to the business of
      Netegrity by merger, share exchange, or sale of all or substantially all
      of the assets of Netegrity.

20.6  Either party's failure to exercise any right under this Agreement shall
      not constitute a waiver of any other terms or conditions of this Agreement
      with respect to any other subsequent breach, nor a waiver by such party of
      its right at any time thereafter to require exact and strict compliance
      with the terms of this Agreement.

20.7  Any notice required or permitted to be made or given to either party
      hereto pursuant to this Agreement shall be delivered by hand, by courier
      service, or by registered or certified mail (return receipt requested,
      postage prepaid). Notices shall be addressed to the other party at its
      address set forth on the first page of this Agreement, or to such other
      address as it shall designate by written notice given to the other party,
      and to the attention of the parties set forth below:

        Netegrity:  General Counsel

               cc:  Chief Financial Officer

        Licensor:   General Counsel

               cc:  Chief Financial Officer


                                       15
<PAGE>
      Notice shall be effective: (a) as of the date personally delivered if by
      hand or courier service; or (b) for notices sent by mail, on the earlier
      of receipt or five (5) business days after the postmark date. Notices also
      may be delivered by facsimile or other electronic means if possible (but
      must be confirmed in writing as above) and notices so delivered shall be
      effective upon actual receipt of the electronic transmission.

20.8  Licensor will not transfer the Program to Netegrity in violation of any
      U.S. or foreign laws or regulations. In the event Licensor has an Export
      Control Classification Number (ECCN) for the Program Licensor shall
      provide Netegrity with the ECCN. The parties shall comply with applicable
      federal, state and local laws, rules and executive orders as its pertains
      to this Agreement and shall obtain and maintain all permits, licenses and
      certificates required by any regulatory body for resale, distribution and
      use of the Program. At Licensor's sole expense, Licensor shall provide
      Netegrity with reasonable administrative support and information required
      to comply with any applicable U.S. or Foreign laws or regulations
      regarding the sale and distribution or the Application Package or Program.

20.9  Each party shall, at its own expense, at all times during the term of this
      Agreement provide and maintain in effect those insurance policies and
      minimum limits of coverage as designated below, and any other insurance
      required by law in any state where the party provides services under this
      Agreement, with insurance companies authorized to do business in the
      jurisdiction where the work is to be performed. In no way do these minimum
      requirements limit the liability assumed elsewhere in this Agreement,
      including but not limited to each party's indemnity obligations.

            -     Workers' Compensation and Employer's Liability Insurance.
                  Workers' Compensation insurance shall be provided as required
                  by any applicable law or regulation and, in accordance with
                  the provisions of the laws of the nation, state, territory or
                  province having jurisdiction over Licensor's employees.
                  Employer's Liability insurance shall be provided in amounts
                  not less than $1,000,000.

            -     Commercial General Liability Insurance. Licensor shall carry
                  Commercial General Liability insurance covering all operations
                  by or on behalf of Licensor arising out of or connected with
                  this Agreement providing insurance for bodily injury, property
                  damage, personal injury and advertising injury, with limits of
                  not less than $1,000,000 each occurrence and $2,000,000 in the
                  aggregate.

            -     Errors and Omissions Liability Insurance (Professional
                  Liability). Licensor shall carry insurance Professional
                  Liability with limits of not less than $2,000,000 per
                  occurrence or per claim and $2,000,000 in the annual
                  aggregate.

20.10 This Agreement shall be governed and construed in accordance with the laws
      of the Commonwealth of Massachusetts whose courts (including Federal
      Courts located therein) shall have exclusive jurisdiction to resolve any
      dispute hereunder. Licensor hereby consents and submits itself to the
      jurisdiction of such courts and does hereby waive, in concert with
      Netegrity, its right to a jury trial for the resolution of any such
      dispute. The parties agree that the United Nations Convention on Contracts
      for the International Sale of Goods shall not apply to any of the
      transactions contemplated by this Agreement.

                                       16
<PAGE>
20.11 If any provision of this Agreement is declared void, illegal or
      unenforceable, the provision shall be deemed amended as necessary to
      conform to applicable laws or regulations, or if it cannot be so amended
      without materially altering the intention of the parties, the remainder of
      the Agreement shall continue in full force and effect as if the offending
      provision were not contained herein.

20.12 This Agreement and the provisions hereof shall be binding upon each of the
      parties, their successors, heirs and permitted assigns.

20.13 In the event Licensor is prevented or delayed in performing any of its
      material maintenance or support obligations [**] specified in Schedule E
      under this Agreement [**] (excluding Quality Assurance personnel) to less
      than[**] full time employees or the reduction of all Licensor's other [**]
      (excluding Quality Assurance personnel) to less than [**] full time
      employees due to war or terrorism, war, or military draft, and (i) in the
      case of the support and maintenance obligations such delay continues for a
      period of forty-five (45) days after written notice from Netegrity or (ii)
      [**] such delay continues for ninety (90) days after written notice from
      Netegrity. Netegrity shall [**] pursuant to Section 7 hereunder.

20.14 This Agreement may be executed in any number of counterparts, each of
      which shall be deemed to be an original and all of which together shall be
      deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and effective as of the day and year first above written.

NETEGRITY, INC. ("Netegrity")              BUSINESS LAYERS, INC. ("Licensor")


By:    /s/Barry N. Bycoff                  By:    /s/Izhar Shay
       ------------------------------             ------------------------------
       (Signature)                                (Signature)

Name:  Barry N. Bycoff                     Name:  Izhar Shay
       ------------------------------             ------------------------------

Title: Chairman, President, & CEO          Title: President & CEO
       ------------------------------             ------------------------------




                                       17


<PAGE>

                                   SCHEDULE A

             PROGRAM SPECIFICATIONS AND SYSTEM ENGINEER REQUIREMENTS

1. REFERENCE DOCUMENTS

The following manuals of the Licensor, that describe the functionality of the
Program, are incorporated herein by reference:

      a)    eProvision Software Manual

      b)    Document describing [**] integration per Schedule E.

      c)    API Guide

2. DEVELOPMENT OF PROGRAM

      a)    Licensor will assist Netegrity in the [**] of the Application
            Package according to Schedule E.

      b)    Licensor will provide a [**], and other resources to support the
            Netegrity Phase Review Process according to Schedule F.

3. DELIVERY OF PROGRAM

Licensor will deliver the version 3.0 of Program as of the effective date of the
Agreement. Version 3.0 will include the following components running within the
Operating Environment as specified in Schedule B:

      a)    eProvision Server software & components

      b)    eProvision [**]

      c)    eProvision [**]

      d)    [**], as specified in Schedule E, in addition all
            future Licensor developed [**]

      e)    eProvision [**] sync server

      f)    eProvision [**] Reset server

      g)    [**]

      h)    eProvision [**]

Licensor will deliver the generally available production version of the [**] of
the Program on or before September 30, 2003. The [**] is a separate product with
no backward compatibility to the NT/2000. It is neither an upgrade nor Release
of version 3.0 (and related versions) but will be included within the definition
of the Program and available as at no additional license fee to End Users of
version 3.0 of the Program (under a maintenance agreement). The [**] will be
localization-ready, such that the Program is able to be localized into languages
that require double byte support. The [**] includes the following components
running within the Operating Environment as specified in Schedule B:

      a)    eProvision Server software & components

      b)    eProvision [**]

      c)    eProvision [**]

      d)    [**], as specified in Schedule E, in addition all
            future Licensor developed [**]

      e)    eProvision [**] sync server*

      f)    eProvision [**] Reset server*

      g)    [**]

      h)    eProvision [**]

    *[**] shall be supported as described in Schedule E ("[**] Support").

4. DOCUMENTATION

The Documentation to be provided for the Program shall be sufficiently detailed
to allow a reasonably skilled software engineer to integrate the Program with
the Netegrity application software to create an Application Package and
maintain, test and support the Program portion of the Application Package. The
Documentation shall describe the Program subroutines to which Netegrity must
develop an interface (the subroutine calls) in order to develop the Application
Package (see Addendum A for more detail). The Documentation shall reflect the
then-current Release of the Program. The Documentation shall not include
functionality not provided by the Program in the then-current Release.

Specifically, documentation will be delivered for all software itemized in
section 3 above.
<PAGE>
Licensor shall provide any subsequent versions of these reference documents or
additional product, support, or training documentation produced by Licensor for
existing or future releases of the Program.

5. ACCEPTANCE TESTING

Licensor will develop a test plan and acceptance test for review and approval by
Netegrity, such approval not to be reasonably withheld and to be provided within
fourteen (14) calendar days of receipt. The test plan will describe how the
Program and Releases (including fixes and interim releases) will be tested prior
to delivery to Netegrity. The test plan shall include the [**] tests, [**]
tests, and [**] tests Licensor normally performs, so long as they are reasonably
inclusive. Licensor will test the Program as set forth in the test plan in order
to demonstrate compliance with the specifications set forth in Schedule E.
Licensor shall provide a "[**]" that contains the Program with interfaces. The
sample program shall demonstrate the operation of the Program functions (as
described in Part 2 above) and serve as an example of how to create the
interfaces (subroutine calls) to create an Application Package. Delivery of the
tested Program for review and acceptance by Netegrity, shall include tests and
test results where such acceptance will not be reasonably withheld.

6.  EXPERIENCE AND TECHNICAL REQUIREMENTS FOR SYSTEM ENGINEER.

A System Engineer must be able to present the product at both a business and
technical level including being able to present the products [**] points ([**]
support etc.) and describe how it is integrated with Netegrity's product.

The candidate should have at least 1 year of experience supporting the Program
and must be able to install, configure and customize the Program in POC
situations.
<PAGE>
                        SCHEDULE B OPERATING ENVIRONMENTS

Upon the request of Netegrity, Licensor will provide the Program for the
Operating Environments listed in this Schedule.

For the License Fees described in Schedule C, the Program shall be made
available to Netegrity for all Operating Environments on which it is made
available to any licensees of Licensor and this Schedule shall be deemed to
include same. The Program will initially be made available by Licensor for the
Operating Environments listed below. Subsequent versions for Operating
Environments will be provided in accordance with this Schedule B and Sections 3
and 6 of this Agreement at no additional charge to Netegrity.

OPERATING ENVIRONMENTS:

Licensor will minimally support the Operating Environment* listed below for
following versions of the Program:

      1.    eProvision 3.0 solution

            a.    This version will support eProvision Software version 3.0 on

            b.    Additionally the Operating Environment will require:

                  i.    Crystal Reports (Then currently supported version)

                  ii.   MS-SQL 2000

                  iii.  LDAP Directory Server ([**])

            c.    ePM Server on Windows 2000 SP2 Member Server

      2.    eProvision [**] solution

            a.    This version will support both the eProvision [**] software
                  and all components listed in Schedule A, running on either
                  [**] or Windows 2000.

            b.    Additionally the Operating Environment will require:

                  i.    [**]

                  ii.   [**]

                  iii.  [**]

                  iv.   [**]

            c.    The ePM server will run independently on [**]

            d.    The ePM server will run independently on Windows 2000

            e.    The ePM Password Reset & Sync servers support will be as set
                  forth in Schedule E ([**] Support)

            f.    The ePM Password Reset & Sync servers will run independently
                  on Windows 2000

*The components of the Operating Environment will not be supplied by Licensor,
except for the eProvision Software (3.0 and [**]).
<PAGE>
                               SCHEDULE C PAYMENTS


1. ROYALTY FEES

Royalty fees are due and payable by Netegrity to Licensor hereunder for the
Program based upon a percentage of the Net License Fees charged by Netegrity for
the Application Package. Notwithstanding anything in the Agreement to the
contrary, in the event Netegrity distributes the Program pursuant to Section 2.1
on a stand-alone basis, the royalty fee shall be based on the Net License Fee of
the Program. No royalty fee payments are due hereunder for the Program or the
Application Package used for Internal Use.


2. ROYALTY FEE CALCULATION FOR ORDERS OVER $[**]

For each order of the Application Package by an End User or Distributor from
Netegrity for which the Net License Fee is $[**] or more, Netegrity will pay
Licensor royalty fees on a quarterly basis, payments shall be due in accordance
with Section 4.2 of the Agreement, determined by the Cumulative Net License Fees
received by Netegrity. Cumulative Net License Fee shall mean the aggregate of
all Net License Fees (over or under $[**]) received by Netegrity from the
effective date of the Agreement for the sale of the Application Package or
Program through the end of the applicable calendar quarter. The Royalty
Percentage will be reduced only as of the date the Cumulative Net License Fee
threshold is met.
<TABLE>
<CAPTION>

  CUMULATIVE NET LICENSE FEES TO    ROYALTY PERCENTAGE
             NETEGRITY
---------------------------------    ------------------
<S>                                  <C>
           $[**] - $[**]                    [**]%

           $[**] - $[**]                    [**]%

  $[**] - AND UP, with a minimum            [**]%
 average of quarterly Net License
  Fees to Netegrity of $[**], as
          specified below
</TABLE>

For the first two quarters after Netegrity has received a minimum of $[**] in
Cumulative Net License Fees the royalty percentage shall be [**]%. Thereafter,
the royalty fee payable to Licensor shall be determined as follows:

After the end of each calendar quarter, Netegrity will calculate the average Net
License Fees for the prior four (4) calendar quarters.

If the average Net License Fees are $[**] or more, the royalty fee for the
immediately preceding calendar quarter will be [**]% of the Net License Fees.

If the average Net License Fees are less than $[**], the royalty fee for the
immediately preceding calendar quarter will be [**]% of the Net License Fees.
<PAGE>
3. ROYALTY FEE FOR ORDERS LESS THAN $[**]

For each order of the Application Package by an End User or Distributor for
which the Net License Fee is less than $[**] Netegrity will pay the greater of
the royalty fee calculated in accordance with Section 2 above or a minimum
royalty fee ("Minimum Royalty Fee") calculated as follows:

      -     Option 1. [**]% of Licensor's then-current published list price for
            the Program. For purpose of calculating the list price for this
            Option 1 the Program includes: (a) the published Server price, (b)
            the published price for the resources [**] as listed in Schedule E
            or provided after the effective date of the Agreement, but does not
            include (x) resources [**] (except as referred to below), End-Users,
            Distributors, or third parties or (y) the price of the eProvision
            [**] modules.

      -     OR

      -     Option 2. [**]% of Licensor's then-current published list price for
            the Program. For purpose of calculating the list price for this
            Option 2 the Program includes: (a) the published price for the
            resources [**] as listed in Schedule E or provided after the
            effective date of the Agreement, but does not include (x) resources
            [**] (except as referred to below), End-Users, Distributors, or
            third parties, or (y) the then-current published Server price or (z)
            the price of the eProvision [**] modules.

      -     Netegrity shall have the right to choose Option 1 or Option 2 when
            paying the initial Royalty Fee under this Section 2. During the
            first year of this Agreement Netegrity may change the calculation to
            either Option 1 or Option 2 no more than two times. For each
            subsequent year of the Term, Netegrity shall choose either Option 1
            or Option 2 in the first quarter of the year and such option shall
            be used for the remainder of that particular year.

      -     Notwithstanding anything in this provision to the contrary, for the
            purpose of calculating the royalty fee due under this Section 3 for
            orders of the [**] the Licensor's published list price for the
            module [**] or in the event Licensor does not have a separate
            published list price for the [**] the royalty fee will be calculated
            under Section 2 of this Schedule C.

For the purpose of performing this calculation the maximum list price to be used
at any time shall not exceed Licensor's list price as of the effective date of
this Agreement, a copy of which is attached hereto as Exhibit G.


4. CALCULATION OF NET LICENSE FEES BASED ON DISCOUNTS TO END USERS

In the event Netegrity licenses the Application Package directly to an End User
for a license fee which is less than Netegrity's standard End User list price
for the Application Package, the Net License Fee for that license (the
"Discounted License") will be calculated as follows:

a.    Netegrity shall determine the weighted average discount. The weighted
      average discount is calculated as the total discounted net license fees
      divided by the total list price for the Application Package and any other
      Netegrity software product provided to an End User over a [**] period
      ("Weighted Average Discount"). For example, if the End User made one
      purchase where the total list price was $[**] and the total discounted net
      license fee was $[**], and then made a subsequent purchase, [**], where
      the total list price was $[**] and the total discounted
<PAGE>
      net license fee was $[**], then the Weighted Average Discount would be
      based on a total list price of $[**] and a total discounted net license
      fee of $[**], or a [**]% Weighted Average Discount.

b.    The [**] period will be calculated from [**] prior to the date of the
      Discounted License to [**] after the date of the Discounted License.

c.    The Weighted Average Discount will be applied to Netegrity's standard list
      price for the Application Package in order to determine the Net License
      Fee for that license.

d.    Notwithstanding any payment provisions herein to the contrary, the royalty
      fee for that license will be due from Netegrity to Licensor on a quarterly
      basis and any adjustments based on future discounts will be applied in the
      subsequent quarter.

5. QUARTERLY MINIMUM ROYALTY FEES

Netegrity will make quarterly minimum royalty fee payments to Licensor which
shall be credited towards the actual royalty fees due during the term of this
Agreement.

The quarterly minimum royalty fees and payment schedule for 2003 are set forth
below.
<TABLE>
<CAPTION>
Quarterly Minimum Royalty Fees          Quarter End Date
------------------------------          ----------------
<S>                                     <C>
$[**]                                   15 days after effective date of this
                                        Agreement
$[**]                                   June 30, 2003
$[**]                                   September 30, 2003
$[**]                                   December  31, 2003
</TABLE>

      Payment of the quarterly minimum royalty fee shall be due net thirty (30)
      days from the end of the Calendar Quarter.

      If Licensor has not delivered to Netegrity the production version of the
      [**] Program as defined in Schedule A, on or before [**], the quarterly
      minimum royalty fee payments which are due under this Section 4 will be
      reduced proportionally based on the number of days the release is delayed
      calculated from [**]. For example, if Licensor does not release the
      production version of the [**] Program until October 31, 2003 the
      following adjustment to the quarterly minimum royalty fee shall occur. In
      this case, the release would be 31 days late and there is a total of 92
      days from October 1st through the end of the quarter, December 31st. Hence
      the January 31 quarterly minimum royalty of $[**] shall be reduced by
      [**]% (31 divided by 92) to $[**]. In addition to the other rights set
      forth in the Agreement, in the event delivery of the [**] Program is past
      due and a quarterly minimum royalty fee payment is due, Netegrity shall be
      entitled to withhold the quarterly minimum royalty fee payments until such
      time as Licensor has delivered the [**] Program. The foregoing shall not
      apply to actual Royalty Fees due.


      The second year aggregate quarterly minimum royalty fee will be $[**],
      ($[**] quarterly) or [**]% of the actual royalty fees paid to Licensor
      during the first year, whichever is greater and shall be due quarterly
      commencing on March 31, 2004 and payment shall be due net thirty days.
<PAGE>
      The third year aggregate quarterly minimum royalty fees will be [**]% of
      the previous year's minimum royalty fee or [**]% of the previous year's
      actual royalty fee, whichever is greater; provided however, that the
      minimum royalty fee for year 2 and 3 shall be capped at $[**] per year.

      Notwithstanding anything in this Agreement to the contrary, the minimum
      royalty fees for the final three (3) months of the term will be $[**].


6. MARKETING FUNDS


      After the initial 12 months of the Agreement, Business Layers shall
      reimburse Netegrity up to $[**] per quarter, for direct expenses incurred
      in marketing the Application Package, against reasonable proof of incurred
      expenses. Payment shall be due within thirty (30) days of the end of the
      applicable quarter. In the event payment is past due, Netegrity shall have
      the right to withhold the payment amount due from subsequent minimum
      royalty fees.


7. SUPPORT/UPDATE FEES

      In exchange for the level three support and upgrades, as further detailed
      in Schedule D, Netegrity will pay Licensor a support fee equal to [**]% of
      the maintenance revenue received by Netegrity for support and maintenance
      of the Application Package.
<PAGE>
                       SCHEDULE D UPDATES AND MAINTENANCE

1.   UPDATES

Licensor shall ensure that the Program is maintained such that the Program
interfaces are 1) functionally equivalent between version 3.0 and the first [**]
release, 2) compatible with the current and immediately preceding Release
necessary for the continued operation of the Program within the Application
Package for future releases, or 3) any Program interfaces that will be changed
will be approved by Netegrity, where such approval will be provided within 14
days and will not be reasonably with held and any Program interfaces removed
will be deprecated one (1) major prior to being removed. The foregoing shall not
apply where (i) releases of related software (i.e. operating system) preclude
compatibility, and are either not within Licensor control or Program interface
changes are mutually agreeable, or (ii) Enhancements or Improvements made to the
Operating Environment make extension of existing interfaces impractical and,
thus, new interfaces are required. At a minimum, Licensor shall provide support
for the current version and previous version of the Program.

All Releases of the Program implemented by Licensor shall be made available to
Netegrity no later than the date made available by Licensor to other licensees
of Licensor utilizing the Program. Licensor shall notify Netegrity of beta-tests
of the Program and allow Netegrity, at Netegrity's option, to beta-test each new
Release of the Program. Each Release shall contain all error corrections
previously made by Licensor and/or new enhancements, improvements and
modifications to the Program. Licensor shall, with each Release, provide
Netegrity with a list of all known outstanding verified errors and include a
summary of all changes made to the Program. All new Releases of the Program
shall be tested in accordance with Section 3 hereunder and shall materially
perform in accordance with the specifications set forth in Schedule A and E.

Licensor will provide its standard and available Upgrade and migration tools,
utilities, documentation and training, consistent with the terms of this
Agreement, for each subsequent release of their software.

Upgrades: Licensor shall provide, at no additional fee, all future Releases of
the Program as defined in Schedule A, the enhancements in Schedule E, and all
additional features or components provided by the Licensor to their End-Users
under maintenance and support agreements.

2. MAINTENANCE

For the maintenance fee specified in Schedule C, Licensor shall provide the
maintenance support described in this Schedule D.

Netegrity shall provide Level 1 Support and Level 2 Support as defined below to
all End-Users. Licensor shall provide Level 3 Support.

      -     "Level 1 Support" includes receipt of End User calls regarding
            Errors, maintenance verification, and screening.

      -     "Level 2 Support" includes efforts to reproduce and Resolve an
            Error, Resolution of which does not require source code
            modification.
<PAGE>
      -     "Level 3 Support" includes efforts to reproduce and Resolve an
            Error, Resolution of which may require source code modification,
            including but not limited to remote support through telephone,
            e-mail, facsimile and/or other reliable means of communication.

Prior to forwarding an error to Licensor, Netegrity shall perform the following
tasks:

      1.    Search Netegrity and Licensor's Knowledge Base and historical
            support cases;

      2.    Check existing technical notes and error reports issued by Licensor;

      3.    Analyze all applicable Program error logs provided Licensor provides
            documentation to access and analyze those logs;

      4.    Identify and isolate problem as being within the Program;

      5.    Consult Netegrity subject matter experts on the Application Package;

      6.    Make reasonable commercial efforts to reproduce the problem on
            Netegrity internal systems. In the event Netegrity is not be able to
            reproduce the problem, Netegrity will provide Licensor reasonable
            access to the End-User sufficient to reproduce the problem.

      7.    Obtain customer and Program files prior to escalation.

Licensor agrees to correct all reproducible errors, defects and malfunctions in
the Program that are identified, classified and reported by Netegrity as
follows:
<TABLE>
<CAPTION>
      Error Class                   Criteria
      -----------                   --------
<S>                                 <C>


      P1, Fatal or Severe Impact    System hangs or crashes, or production is
                                    not possible without use of the Program; or
                                    Problem causes severe production impact,
                                    and/or workaround (if available) is not
                                    reasonably acceptable by the End User.

      P2, Degraded Operations       Errors disabling only certain functions that
                                    are not severe, but cause customer
                                    dissatisfaction and for which a reasonably
                                    acceptable workaround to the End User
                                    exists.

      P3, Minimal Impact            All other errors.
</TABLE>

2.2   Upon Licensor's receipt of an error report from Netegrity's designated
      support personnel, Licensor shall make reasonable efforts to take
      corrective action to remedy the reported error within the following time
      schedule:
<TABLE>
<CAPTION>
                                  REMEDY LEVELS (DEFINED BELOW)
                 ---------------------------------------------------------------
ERROR CLASS      1ST LEVEL       2ND LEVEL                       FINAL LEVEL
-----------      ---------       ---------                       -----------
<S>              <C>             <C>                             <C>
P1               1 hour*         Constant effort until relief    Within 30 days
                                 provided

P2               24 hours*       8 days                          Within 90 days

P3               5 days*         --------                        At Licensor's
                                                                 option.
</TABLE>


      -     Netegrity's Level 2 Support Engineer shall support Licensor through
            each Remedy Level. Licensor will maintain 2 to 4 live installations
            of the IdentityMinder and Application Package
<PAGE>
            only for the purposes or meeting their obligations under this
            agreement and not for production use. Netegrity will provide
            training to Business Layers for up to 6 engineers on the Application
            Package and IdentityMinder provided Licensor covers all expenses
            associated with travel. Additional training will be available at
            [**]% of Netegrity's then current list price provided Licensor
            covers all travel and expenses to attend sessions.

      -     If call is received during 9:00 a.m.-5:00 p.m., Licensor's local
            time, Monday through Friday, excluding holidays; otherwise, times
            commence next business day. Licensor will provide 24x7, 365 days a
            year coverage by a Level 1 Engineer for P1 error classes. Licensor
            will then escalate the issue to Level 2 or Level 3 as required to
            meet timelines.

      -     The Licensor provided 24x7 support coverage will only be utilized by
            on behalf of Netegrity's customers who have contract terms providing
            24x7 coverage on Priority 1 tickets. In the event of a P1 ticket
            Licensor shall escalate such ticket to its most senior individual
            until the ticket is resolved.

      The required Licensor action for each error classification at each remedy
       level specified above is as follows:

      1st Level:   Acknowledgment of receipt of error report with written
                   confirmation delivered to Netegrity during the next business
                   day.

      2nd Level:   Temporary fix - a modification or workaround which allows the
                   user to bypass the error, but may not be in a form suitable
                   for general distribution to all of Licensor's licensees.

      Final Level: Official fix - a new Release which fulfills the requirements
                   of Section 2.3 below and is in a form suitable for general
                   distribution to all of Licensor's licensees.

2.3   For Final Level remedies, Licensor shall conduct tests and performance
      measurements on the finally corrected Program to sufficiently demonstrate
      that Licensor has remedied each error reported to it and that with such
      corrections the Program continues to meet the applicable functional and
      performance requirements.

2.4   Within thirty (30) days of Netegrity's receipt of all corrections
      performed under this Section 2, Netegrity shall either accept or reject
      same, by providing written notice to Licensor. In the event of rejection,
      Netegrity's written notice shall specify all errors. Within thirty (30)
      days of receipt of such written report or the remaining schedule period
      for the relevant level (whichever is longer), Licensor shall correct,
      modify or otherwise change the Program to correct any and all such
      reported deficiencies.

2.5   All corrections under this Section 2 shall be furnished with sufficient
      information and instructions to enable Netegrity employees to install and
      fully understand the corrections. Licensor shall also supply to Netegrity
      updated Documentation, consistent with the requirements of Section 3.4 of
      the Agreement specifying any and all changes which have been made to the
      Program in order to correct such deficiencies.

2.6   Licensor shall provide Netegrity with a weekly report of all outstanding
      Netegrity (and other licensee) reported deficiencies of the Program,
      including the current status and the expected resolution dates. Such
      report shall also include common problems reported by other licensees and
      the known solutions available.
<PAGE>
2.7   Licensor shall provide the maintenance service described in this Section 2
      of Schedule D on the latest Release, and the immediately prior Release of
      the Program. Licensor shall provide such maintenance on the current
      Release and up to one full major prior release. On the prior release
      licensor will not provide enhancements or Patch fixes but will provide bug
      fixes and resolution to P1 problems.

2.8   In the event Licensor is required to go on-site to provide maintenance
      support for non P1 or P2 issues, Netegrity shall reimburse Licensor on a
      time and materials basis of $[**] a day plus reasonable travel expenses in
      accordance with Netegrity's travel policy.
<PAGE>
                                   SCHEDULE E
                          Licensor Product Enhancements

PRODUCT ENHANCEMENTS

      1.    Licensor will provide [**] and related activity data. Licensor will
            [**]. Specifically, [**]:

            a)    When the [**].

            b)    When the [**].

            c)    When the [**].

            d)    When the [**].

      2.    Licensor [**]: The [**], which will in turn [**]. The [**], and in
            [**]. These [**] include the following:

            a.    [**]
                       - [**]-use [**].

                       - [**]-use [**].

            b.    [**]
                       - [**]-use [**].

                       - [**]-use [**].

                       - [**]-[**] from/to [**].

                       - [**]-[**] of the [**].

            c.    [**]
                       - [**]-[**] in the [**].

            d.    [**]
                       - [**]-use [**].

                       - [**]-use [**].


      3.    Licensor will [**]. These are [**].

DOCUMENTATION

      -     [**]: Specifying [**]. This is currently covered in the [**].

      -     [**]: Licensor will [**].

      -     [**]: Licensor will provide Netegrity [**]

            Licensor will make [**].

      -     These documents will form the basis [**].

            In addition, Licensor will provide Netegrity [**]


SUPPORT:

To facilitate best practices and training for customer support and for
engineering support, Licensor & Netegrity will deploy the following strategies:

      -     [**] Support:

            -     Licensor will [**]. This should include [**].

            -     [**]: Licensor will supply [**].

            -     [**]: Licensor can provide [**].

      -     [**] Support: Licensor will provide [**].

            -     [**]: Licensor will supply [**].

            -     [**]: Licensor can provide [**].

            [**]: [**]. See the document entitled [**] for more details.

                  It is assumed that [**].

      -     [**]: The parties will mutually agree on the specific requirements
            of this provision.

      -     [**]. See the document entitled [**] for more details. It is assumed
            that the [**].

      -     [**]. See the document entitled [**] for more details. It is assumed
            that the [**].

            [**]: Netegrity will [**]. This will be [**].

            [**] Support:

            Licensor shall provide the [**] and Licensor shall provide [**].
            Nothing in this provision shall change the obligations [**].

      -     [**]The parties will cooperate [**].

      [**]
<PAGE>
      1.    Licensor and Netegrity will [**]. Licensor will make available [**].
            Netegrity shall provide [**]. Licensor will provide [**] Netegrity
            shall [**]. Netegrity shall have [**].

      2.    Licensor will provide functional and system testing of the Licensor
            provided technology at the system and component level.

      3.    Licensor will provide Netegrity [**] provided Licensor [**].

      4.    Licensor will provide [**] on the following page:
<PAGE>
                         SCHEDULE F PHASE REVIEW PROCESS
[**] PLANNING

Licensor will [**] process of each release of the Program, including the
following:

                                    ePM LIST
                              Update Date: Nov 2002
<TABLE>
<CAPTION>
EPM NAME     EPM VER     EPM TYPE       INSTALL METHOD     TARGET SYSTEM VERSION
--------     -------     --------       --------------     ---------------------
<S>          <C>         <C>            <C>                <C>






         **Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission**
















</TABLE>


      1.    The [**] for those requirements.

      2.    The Licensor will [**] Licensor.

      3.    The Licensor will [**].

Licensor will [**].  Minimally this will include:

      1.    [**] from the Licensor [**].

      2.    Licensor shall [**] to Licensor. Licensor shall provide [**]. For
            reference only [**].

      3.    Licensor shall [**] the tasks covered by Paragraphs 1 and 2 above.

PHASE EXIT CHECKLISTS

Summary of Phases:[**]
                                      [**]
<PAGE>
                                   SCHEDULE G
                           Business Layers Price List

eProvision Pricing:
<TABLE>
<CAPTION>
B             C         D       E        F       G          H              I
---          ---       ---     ---      ---     ---        ---            ---
<S>          <C>       <C>     <C>      <C>     <C>        <C>            <C>
                                                     ePROVISIONING PRICING SHEET



                                                                          Cost
License fees:

                      **Confidential Materials omitted and filed separately
                            with the Securities and Exchange Commission.**


Maintenance fees:

</TABLE>
<PAGE>
eProvision Pricing Example:
<TABLE>
<CAPTION>
 B            C         D       E        F       G          H              I
---          ---       ---     ---      ---     ---        ---            ---
<S>          <C>       <C>     <C>      <C>     <C>        <C>            <C>

                                                     ePROVISIONING PRICING SHEET



                                                                          Cost
License fees:

                      **Confidential Materials omitted and filed separately
                            with the Securities and Exchange Commission.**

Maintenance fees:


</TABLE>





<PAGE>
                                   AMENDMENT 1

                                     TO THE

                   SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

This Amendment 1 is made this 26th day of March, 2003 ("Effective Date") to the
Software License and Distribution Agreement dated January 16, 2003,
("Agreement") by and between Netegrity, Inc., a Delaware corporation with its
principal place of business at 52 Second Avenue, Waltham, Massachusetts 02451 as
licensee ("Netegrity") and Business Layers, Inc., a Delaware corporation with
its principal place of business at 365 West Passaic Street, Rochelle Park, New
Jersey 07662 ("Business Layers").

                                    RECITALS

      WHEREAS, the parties have entered into the Agreement and now wish to amend
the Agreement to make such changes as are specifically covered herein.

      NOW, THEREFORE, for good and valuable consideration, and in consideration
of the mutual covenants and conditions herein set forth, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1 of the Agreement (Definitions) is hereby amended to include the
following definitions:

"OEM Agreement" means the software license and distribution agreement between
Licensor and [**] under which Licensor has the right to sublicense and
distribute the [**] Software.

"[**] Software" means the [**] software components which
Licensor licenses from [**] under the OEM Agreement and any modifications or
updates thereto which are embedded in, combined with or licensed in association
with the Program, including but not limited to the [**] software component
embedded in Licensor's eProvision [**] and eProvision [**].

Section 2.5 of the Agreement (Grant) is hereby amended by adding the following
language to the end of the paragraph:

The parties hereby acknowledge that, provided Licensor fulfills all of its
obligations under this Amendment 1, the terms of this Amendment 1 satisfy
Licensor's obligations under this Section 2.5 of the Agreement.

Section 7 of the Agreement (Source Code Escrow) is hereby amended to add the
following new provisions 7.6 and 7.7:
<PAGE>
7.6 Licensor hereby represents and warrants that as of the effective date of
this Amendment it has entered into a valid, written agreement with [**] under
which Licensor has the following minimum source code provisions:

            a. During the Term of the OEM Agreement, [**] shall deposit and
maintain fully documented copies of the [**] Software source code and all its
components thereof, including all future modifications or updates, promptly with
DSI Inc.

            b. DSI will [**]:

               (i) [**] for any reason, [**];

               (ii) [**] to provide maintenance or support for the [**] Software
during the period [**], in which case [**] to provide this support for existing
Customers of Business Layers (including its affiliates and Distributors) during
this period; or

               (iii) [**] to perform any material support or maintenance
obligation, according to the performance obligations under the OEM Agreement,
[**].

In the event [**] in accordance with this provision, [**] for the purpose of
meeting its obligations under this Agreement.

Section 7.7

In the event of any of the following:

            a. a cessation by Licensor, for any reason, to do business; or

            b. the institution of any bankruptcy, receivership, insolvency,
dissolution, liquidation, or other similar proceedings by or against Licensor
under any Federal or State law and, if against Licensor, such proceedings shall
not be dismissed within ninety (90) days of institution, subject to any such
proceedings preventing Licensor from performing its maintenance and support or
development obligations under this Agreement,

then, subject to Netegrity agreeing to be bound by the terms and conditions of
the OEM Agreement, all rights which have been granted to Licsensor under the OEM
Agreement shall automatically be assigned to Netegrity until the expiration date
of this Agreement or the OEM Agreement, whichever is sooner, and any Royalty
Fees which Netegrity is obligated to pay to Licensor under this Agreement shall
be [**] under the assigned OEM Agreement.

Except as specifically amended above, the Agreement shall remain in full force
and effect in the original form agreed by the Parties, and is hereby ratified
and confirmed.

This Amendment 1 may be executed and delivered in counterparts, each of which
shall constitute an original, and all of which together shall constitute one
Amendment. A facsimile, telecopy or other reproduction of this Amendment may be
executed by each Party, and an executed copy of this Amendment may be delivered
by each Party by facsimile or similar instantaneous
<PAGE>
electronic transmission device pursuant to which the signature of or on behalf
of such Party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes.

      IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the
date first written above.



BUSINESS LAYERS, INC:

Name:           Mark Herman
            --------------------------------

Signature:     /s/ Mark Herman
            --------------------------------

Title:          CFO
            --------------------------------




NETEGRITY, INC.:

Name:           Regina O. Sommer
            --------------------------------

Signature:     /s/ Regina O. Sommer
            --------------------------------

Title:         CFO
            --------------------------------