<PAGE>

                                                                   EXHIBIT 10.10

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


                           SOFTWARE LICENSE AGREEMENT
                          CONTRACT #_________________

This Agreement is made effective this 30th day of April, 1999 by and between
Motive Communications, Inc., a Delaware corporation with its principal place of
business at 9211 Waterford Centre Blvd, Suite 100, Austin, TX 78759
("Licensor"), and Compaq Computer Corporation, a Delaware corporation having its
principal place of business at 20555 S.H. 249, Houston, TX 77070-2698 ("Compaq")
on behalf of itself and its worldwide divisions, subsidiaries and affiliates.

1. DEFINITIONS

     a. The term Compaq shall mean Compaq Computer Corporation and its
     divisions, subsidiaries and affiliates.

     b. The term "site" shall mean a data center for one or more Compaq
     divisions, subsidiaries, sales regions or sales offices.

     c. Active Content refers to Content (defined below) which has been
     activated by Licensor to produce an executable program which is designed to
     diagnose and potentially repair technical problems being experienced by an
     end user.

     d. Content means text files or fragments created by Compaq or Licensor for
     inclusion into the ActiveLink web site for general use.

     e. Customer shall mean any customer of Compaq, individual or corporation,
     who has purchased computer equipment from Compaq and who Compaq has a
     requirement to provide technical support to that individual or corporation.

     f. Specifications are the applicable Licensor user documentation,
     product/services data sheets, and/or release notes delivered with the
     Software.

2. PRODUCT DESCRIPTION

     a. The products which are the subject of this Agreement are certain
     computer software programs of Licensor, as defined and described in
     Appendix A including all related materials, documentation and technical
     information (the "Software").

     b. Licensor has established an ActiveLink web site that contains Active
     Content that can be accessed, downloaded, and used by Compaq to diagnose
     and/or resolve its technical support problems. The ActiveLink service is
     provided on an annual subscription basis. Upon execution of this Addendum,
     payment of the ActiveLink subscription fee, and deployment of Licensor's
     ActiveLink Server Software Compaq shall be provided access to the
     ActiveLink web site.

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

3. RIGHTS GRANTED

     a. Licensor hereby grants to Compaq an irrevocable (except as noted in
        Section 7, Termination), worldwide, non-exclusive, non-transferable, [*]
        to use the Software as ordered under the provisions of Appendix-A.
        Compaq may install and use Software on Compaq owned or operated
        computers up to the maximum number of licenses of each Software defined
        in Compaq's Appendix A and for which Compaq has paid the applicable
        license fee(s). In the case of a Software which is licensed on a [*],
        licensee may install the applicable Software on owned or operated
        computers to support the quantity of unique users defined in a Appendix
        A. A [*] is an [*] having access to and use of the licensed Software. In
        the case of an agent license (currently called "Motive Assistant"), this
        Software may be distributed [*] by Compaq to Compaq's Customers, but may
        be used only in conjunction with the Licensor desktop and Licensor
        server components licensed by Compaq.

     b. Except for use of the Motive Assistant as outlined above, the Software
        may only be used by i) employees of Compaq, or ii) contractors/agents of
        Compaq who are under a written nondisclosure agreement with Compaq which
        will protect Licensor's Software and who are performing services solely
        [*] requirements [*] or to its Customers as outlined below.

     c. If Compaq subcontracts its [*] obligations of its products to a third
        party (contractor or agent) such third party will be authorized to use
        the Software provided i) there is a written agreement in place between
        Licensee and the third party that governs and protects the Licensor, its
        Software, and its Confidential Information, including the Software, to
        the same degree as provided under this Agreement; ii) that the third
        party uses the Software solely on behalf of Compaq to support Compaq or
        fulfill Compaq's support obligations to its Customers and no other
        customers of the third party; and iii) upon completion or termination of
        the subcontracting agreement between Compaq and the third party, all
        Licensor's Software and Confidential Information shall be returned to
        Compaq.

     d. Compaq agrees only to use the Active Content diagnostic / repair
        routines through and in conjunction with licensed Licensor server and
        desktop Software. Compaq acknowledges that Licensor and its licensors
        retain ownership of all Active Content including translations,
        compilations, and derivative products, any portions or copies thereof,
        and all rights therein. Compaq will not (and will not allow any third
        party to) reverse engineer or attempt to discover any source code or
        underlying ideas or algorithms of any Active Content. Licensor will
        monitor usage statistics to verify performance of Active Content. The
        parties agree that neither Licensor nor any other third party is
        prevented from independently creating similar Content that may perform
        similar functionality or restricts Licensor's use of residual knowledge
        associated with Compaq Content

4. DELIVERY AND INSTALLATION

     Licensor shall deliver the Software as set forth in Appendix A. no later
     than the date set forth in Appendix A. Licensor shall enhance, add to, or
     otherwise modify the Software prior to or at the same time any
     modifications of the Software are made commercially available to Licensor's
     general customer base contingent upon Compaq's compliance with the
     maintenance terms specified in Appendix A.

     Licensor shall be subject to the following insurance requirements when
     providing on-site installation and training services as set forth in
     Appendix A:

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

                                       2
<PAGE>

     a. Without limiting any of the obligations or liabilities of Licensor,
     Licensor shall maintain, as long as this Agreement is in effect, at
     Licensor's expense, insurance policies of the kind and limits listed below
     and shall provide Compaq, prior to execution of this Agreement, a
     Certificate of Insurance evidencing such coverage for the term of this
     Agreement. Licensor shall also require any consultants or subcontractors
     retained by Licensor to insure against the following risks to the extent
     stated.

     Insurance is to be placed with insurers with a Best's Rating of no less
     than A:VII, and must be licensed to do business in the State of Texas and
     which have been approved by the State of Texas Commissioner of Insurance.
     All policies shall contain the limits outlined below and shall name Compaq
     as a certificate holder. Such policies shall remain in force until receipt
     of final payment by Licensor.

Type of Coverage                                           Limits
----------------                                      ---------------
                                                  Statutory, State of Texas
Worker's Compensation
including All States Endorsement
and Waiver of Subrogation in favor of COMPAQ

Employer's Liability                              $[*] Each Accident
                                                  $[*] Disease - Policy Limit

General Liability                                 $[*] Each Occurrence
Bodily Injury/Property Damage                     $[*] Aggregate/1/

Comprehensive Form including:
(1) Premises/Operations, Single Limit
(2) Products/Completed Operations,
(3) Contractual Liability,
(4) Independent Contractors,
(5) Broad Form Property Damage,
(6) Personal/Advertising Injury, and
(7) Owner's Contractors Protective

  /1/ The General Aggregate limit shall apply separately to this Agreement or
      the General Aggregate shall be twice the required occurrence limit.

Automobile Liability               $[*] Combined Single Limit per accident
                                   for bodily injury and property damage.

     Covering all automobiles, trucks, tractor trailers, motorcycles, or other
     automotive equipment, whether non-owned, owned or hired by Licensor or
     employees of Licensor, including Compaq as an additional insured with
     respect to any non-owned, owned or hired automotive equipment used by or
     with the permission of Licensor.

     Excess/Umbrella Liability  -  $[*]
     following form over primary Commercial General Liability

     Commercial Blanket Bond       $[*]
     (employee dishonesty)

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

                                       3
<PAGE>

     b. Each [*] Insurance shall contain a provision that coverage afforded
     under the policies will not be canceled without at least [*] days prior
     written notice to Compaq in the event of cancellation or material change,
     in accordance with Section 7 of this Agreement. Furthermore, Licensor will
     obtain an endorsement to its policies providing that the Licensor's
     insurance shall be primary as respects Compaq, its officers and employees.
     Any other valid and collectible insurance or self - insurance maintained by
     or in the name of Compaq shall be in excess of Licensor's insurance and
     shall not contribute to it.

     c. Licensor shall cause each insurance policy issued hereunder to provide:

          (i) that Compaq is named as a [*] as their interests may appear, and
          that the coverage shall contain no special limitations of the scope of
          protection afforded Compaq, its officers or employees.

          (ii) that all amounts payable thereunder will be paid to Compaq or
          Compaq's assigns

     d. It is Licensor's responsibility to ensure that the insurance
     requirements listed above are in effect for the full term of this
     Agreement. Cancellation or change of coverage without Compaq's approval
     shall be considered a breach of contract. In addition, all of Licensor's
     outside consultants or subcontractors shall maintain adequate insurance as
     detailed above if performing work for Compaq on Licensor's behalf. Licensor
     is responsible to verify and maintain Certificates of Insurance from such
     outside consultants or subcontractors.

     The original Certificate of Insurance should be mailed to Compaq Computer
     Corporation, attn. Risk Management, MS 120505, PO Box 692000, Houston,
     Texas 77269-2000 and a copy to Cora Nell Worthy-Blumberg, Sr.Commodity
     Manager, Corp. Software Procurement, PO Box 692000, Houston, TX 77269-2000.

5. APPLICABLE FEES

     a. Compaq shall pay Licensor the fees specified in Appendix A [*] days from
     date of invoice provided that the Software has been received. Payment of
     invoices shall not constitute final acceptance of the Software.

     b. Taxes; Shipping. Compaq will pay all amounts due under this Agreement in
     U.S. currency. Unless Compaq provides Licensor a valid exemption
     certification from the applicable taxing authority Compaq shall pay or
     promptly reimburse Licensor for all federal, state, local or other taxes
     (exclusive of income, business privilege, or similar taxes) including but
     not limited to sales, use, lease, value-added, withholding or similar
     assessments, taxes and duties based on charges payable, on the Software's
     use or services performed hereunder or in connection with this Agreement,
     excluding taxes payable on Licensor's net income. Delivery is FOB Origin.
     However, if the Software or Documentation is lost or damaged during
     shipment, Licensor will reship at no additional cost to Compaq. [*] shall
     pay for all shipping charges for shipments to locations within the United
     States. [*] shall be responsible for the payment of all international
     freight, customs, duties, international freight forwarding and related
     charges applicable to the delivery of the Software to [*] and [*] shall
     reimburse [*] for all such charges which are prepaid by [*] and invoiced to
     [*].

     c. Upon election of the ActiveLink subscription, Licensor will invoice
     Compaq for the then current [*] ActiveLink service fee as agreed to in
     Appendix A. This fee will be paid in advance on an [*] basis with payment
     due a net [*] days after receipt of invoice. The

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

                                       4
<PAGE>

     ActiveLink Services shall automatically renew [*] on the Agreement
     anniversary date by paying the then current [*] ActiveLink service fee. If
     Compaq chooses not to renew its subscription, Compaq will notify Licensor
     no later than [*] days prior to such subscription's [*] renewal date.

6. COPIES OF SOFTWARE

     In addition to producing copies for the licensed number of users, Compaq
     shall have the right to reproduce for backup and archival purposes all of
     the Software described in Appendix A at any Compaq site provided for herein
     or specifically provided for in Appendix A, subject to the restrictions on
     use and disclosure set forth herein.

7. TERMINATION

     a. Either party has the right to terminate this Agreement if the other
     party materially breaches or is in material default of any obligation
     hereunder which default has not been cured within thirty (30) days after
     receipt of notice of such default from the nondefaulting party or within
     such additional cure period as the nondefaulting party may authorize.
     Licensor shall also be deemed in default if the Software program continues
     to exhibit defects causing serious disruption of use and/or repeated
     periods of downtime, notwithstanding Licensor's remedial or maintenance
     efforts, over a continuous period of six (6) months or more.

     b. Either party may terminate this Agreement by written notice to the other
     party if the other party becomes insolvent, makes a general assignment for
     the benefit of creditors, suffers or permits the appointment of a receiver
     for its business or assets, becomes subject to any proceeding under any
     bankruptcy or insolvency law whether domestic or foreign, or has wound up
     liquidated, voluntarily or otherwise.

     c. In the event that either party is unable to perform any of its
     obligations under this Agreement or to enjoy any of its benefits because of
     (or if loss of the Software is caused by) natural disaster, actions or
     decrees of governmental bodies or communications line failure not the fault
     of the affected party (hereinafter referred to as a "Force Majeure Event"),
     the party who has been so affected shall give written notice to the other
     party within thirty (30) days and shall do everything possible to resume
     performance. Upon receipt of such notice, this Agreement shall immediately
     be suspended. If the period of non-performance exceeds fifteen (15) days
     from the receipt of notice of the Force Majeure Event, the party whose
     ability to perform has not been so affected may by giving written notice
     terminate this Agreement. However, delays in delivery due to Force Majeure
     Events shall automatically extend the delivery date for a period equal to
     the duration of such events; any warranty period affected by a Force
     Majeure Event shall likewise be extended for a period equal to the duration
     of such event.

     d. In the event that this Agreement is terminated, each party shall return
     to the other all papers, materials, and other properties of the other party
     then in its possession.

     e. The obligations of the parties under Section 7.d. (Return of
     Properties), and 12 (Indemnification) shall survive termination of any
     license hereunder.

     f. Any remedy expressed herein is in addition to any other remedies at law
     or in equity.

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

                                       5
<PAGE>

     g. Licensor may terminate this Agreement within ten(10) days in the case
     of non-payment for any invoices which are not subject to dispute by Compaq
     or immediately in the case of a breach of Section 10 or 11.

     h. Upon non-renewal of ActiveLink subscription or termination of this
     Agreement for breach, Compaq will; (i) discontinue accessing the
     ActiveLink web site, (ii) cease to using any Active Content; and (iii)
     destroy any downloaded Active Content and any derivative products made in
     connection with the Active Content.

8. WARRANTY

     a. Licensor warrants that on the date the Software is delivered to Compaq
     and for a period of [*] thereafter the Software furnished hereunder shall
     materially conform to the Specifications; that, in general, the Services
     shall be performed in a timely, professional and workmanlike manner by
     qualified professional personnel; and that the Services and Software shall
     conform to the standards generally observed in the industry for similar
     Services and Software.

     b. Licensor warrants that it has full power and authority to grant the
     rights granted by this Agreement to Compaq with respect to the Software
     without the consent of any other person; and that neither the performance
     of the Services by Licensor nor the license to and use by Compaq of the
     Software (including the copying thereof) will in no way constitute an
     infringement or other violation of any patent, copyright, trade secret,
     trademark, trade dress, invention, proprietary information, nondisclosure
     or other intellectual property rights of any third party.

     c. Licensor warrants that its Software, its license to and use by Compaq,
     and the performance by Licensor of the Services, shall be in compliance
     with all applicable laws, rules and regulations.

     d. EXCEPT FOR THE EXPRESS LIMITED WAY SET FORTH ABOVE, LICENSOR HEREBY
     DISCLAIMS AND COMPAQ EXPRESSLY WAIVES ANY AND ALL OTHER EXPRESS WARRANTIES
     OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY AND ALL IMPLIED
     WARRANTIES, INCLUDING, BUT NOT LIMITED T0, ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     e. THE ACTIVELINK SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
     KIND, AND MOTIVE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
     INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE.

9. CONFIDENTIALITY AND INDEPENDENT DEVELOPMENT

     a. Each party recognizes that it may have previously entered or will in the
     future enter into various agreements with the other party which obligates
     it to maintain as confidential certain information disclosed to it by the
     other party. To the extent that such information or any further
     confidential information, which might include but is not limited to
     business plans, forecasts, volumes, capacity, network deployment
     information, pricing, inventory levels, Software, etc., (collectively
     referred to hereinafter as "Information") is disclosed in furtherance of
     this Agreement or any purchase or sale made hereunder, such Information
     shall be so disclosed pursuant to the minimum terms and conditions listed
     below; provided, however, the minimum terms and conditions listed below
     shall in no way relieve the parties from any obligation or modify such
     obligations previously agreed to in other agreements.

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

                                       6
<PAGE>

     b. Both parties agree that the party receiving Information will maintain
     such Information in confidence for a period of three (3) years from the
     date of disclosure of such Information. Each party shall protect the other
     party's Information to the same extent that it protects it own confidential
     and proprietary information and shall take all reasonable precautions to
     prevent unauthorized disclosure to third parties. The parties acknowledge
     that the unauthorized disclosure of such Information will cause irreparable
     harm. Accordingly, the parties agree that the injured party shall have the
     right to seek immediate injunctive relief enjoining such unauthorized
     disclosure.

     c. The provisions of this Section 9. shall not apply to information (i)
     known to the receiving party at the time of receipt from the other party,
     (ii) generally known or available to the public through no act or failure
     to act by the receiving party, (iii) furnished to third parties by the
     disclosing party without restriction on disclosure, (iv) furnished to the
     receiving party by a third party as a matter of right and without
     restriction on (v)disclosure, (v) independently developed, or (vi)
     furnished as required by court order or similar governmental authority or
     by the imminent likelihood thereof or by applicable law.

     d. Immediately upon termination of this Agreement or at the request of the
     other party, each of the parties shall promptly return all materials in its
     possession containing Information of the other party.

     e. Neither party shall use the name(s), trademark(s), tradename(s), or
     logo(s) whether registered or not, of the other party in publicity
     releases, advertising, or in any other manner, without securing the prior
     written approval of the other party except that Compaq hereby provides
     approval for Licensor to use Compaq's name in its customer list.

     f. Each party agrees not to publicize or disclose to any third party
     without the consent of the other, either the terms of this Agreement or the
     fact of its agreement and execution. In particular, no press releases shall
     be made without the mutual consent of Licensor and Compaq, such
     consent not to be unreasonably withheld.

     g. Nothing in this Agreement shall be construed to preclude Compaq from
     independently developing, using, acquiring or marketing computer software
     packages which may perform the same or similar functions as the Software
     provided by Licensor.

10. COPYRIGHT AND TRADEMARK OBLIGATIONS

     Compaq agrees not to remove, deface, or destroy any copyright, patent
     notice, trademark, service mark, proprietary markings or confidential
     legends placed on or within the Software.

11. PROPRIETARY RIGHTS

     Compaq agrees not to disassemble or reverse engineer the Product. Compaq
     hereby expressly acknowledges that it does not have, and shall not by
     virtue of this License Agreement acquire, any proprietary rights whatsoever
     of any kind in or over any adaptation, modification, derivation, addition,
     or extension to Product, whether made by Compaq or by Licensor and that
     Compaq's sole right in relation thereto is as set forth herein. The
     original and any copies of Product, whether made by Licensor or by Compaq,
     shall remain the property of Licensor. If Compaq becomes aware of any
     unauthorized disclosure of use of Product, Compaq shall immediately notify
     Licensor thereof and shall advise Licensor of the full particulars thereof
     in writing.


                                       7
<PAGE>

12. INDEMNIFICATION

     a. Licensor shall defend all suits or proceedings brought against Compaq
     arising from claimed infringements of any patent, trademark, service mark,
     copyright, or intellectual property right for any Software furnished by
     Licensor under this Agreement and shall indemnify Compaq against all costs,
     fees and damages. Compaq shall promptly notify Licensor in writing and
     provide information and assistance, at Licensor's expense, for such
     defense.

     b. Additionally, in the event that use of the Software by Compaq is
     enjoined, Licensor shall (i) replace the Software, without additional
     charge, by a compatible, functionally equivalent and non-infringing
     product; (ii) modify the Software to avoid the infringement; (iii) obtain a
     license for Compaq to continue use of the Software for the term of this
     Agreement and pay for any additional fee required for such license; or,
     (iv) if none of the foregoing alternatives is possible even after the
     Licensor's reasonable commercial efforts, the Licensor shall return the
     license fee, and expenses incurred by Compaq, to Compaq.

     The foregoing obligations do not apply with respect to a Software or
     portions or components thereof (i) not supplied by Licensor, (ii) made in
     whole or in part in accordance to Compaq specifications, (iii) that are
     modified by Compaq after delivery (iv) combined with other products,
     processes or materials where the alleged infringement relates to such
     combination, (v) where Compaq continues the allegedly infringing activity
     after being notified thereof or after being informed of modifications that
     would have avoided the alleged infringement, or (vi) where Compaq's use of
     such Software is not strictly in accordance with this Agreement. Compaq
     will indemnify and hold harmless Licensor from all damages, settlements,
     attorneys' fees and expenses related to any claim of infringement or
     misappropriation excluded from Licensor's indemnity obligation by the
     preceding sentence.

13. LIMITATION OF LIABILITY

     EXCEPT AS SET FORTH ELSEWHERE IN THIS AGREEMENT, IN NO EVENT SHALL EITHER
     PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES IN ANY WAY RISING OUT OF OR RELATING TO THIS
     AGREEMENT EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED TO
     THE OTHER PARTY.

     EXCEPT AS SPECIFIED IN SECTION 12 AND 16, LICENSOR SHALL NOT BE LIABLE FOR
     ANY LOSS OR DAMAGE WHICH MAY ARISE IN CONNECTION WITH THE FURNISHING OR USE
     BY COMPAQ OF THE SOFTWARE OR PERFORMANCE OF THE SOFTWARE OR SERVICES FOR
     ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE [*] HEREUNDER WITH RESPECT TO
     THE APPLICABLE SOFTWARE PROGRAM LICENSES OR PROFESSIONAL SERVICES.

     MOTIVE'S TOTAL LIABILITY WITH RESPECT TO THE ACTIVELINK SUBSCRIPTION WILL
     BE LIMITED [*] FOR THE ACTIVELINK SUBSCRIPTION IN THE [*] PRIOR TO THE ACT
     OF INJURY THAT GAVE RISE TO THE LIABILITY.

14. SOFTWARE SUPPORT

     Licensor shall, at Compaq's election, provide support and maintenance
     services, as defined and described in Appendix A, at the fees set forth in
     Appendix A or as set forth in a separate Software Support Agreement.

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

                                       8
<PAGE>

     During the period for which the Compaq has subscribed to and paid for
     contracted [*] maintenance and support for the Software, Licensor will
     provide the following maintenance support of the current version of
     Software (Licensor will also support the previous sequential release of the
     Software for a period of [*]). In the event Compaq acquires additional
     licenses beyond its initial acquisition, maintenance fees for such licenses
     shall be pro-rated to be co-terminus with Compaq's existing maintenance
     period.

     Licensor's Standard Maintenance and Support Plan shall include (i) Software
     Updates - To supply improvements, extensions and other changes to the
     Software which Licensor, at its discretion, deems to be logical
     improvements or extensions; (ii) Code Corrections - To supply code
     corrections to correct material deviations of unmodified Software from the
     Specifications; (iii) [*] support requests through [*] designated
     individuals using the Licensor support system technology; iv) Classic
     Hotline Support - To provide support service via telephone, FAX and E-Mail,
     unlimited requests for mission critical production related situations and
     up to [*] annually for all non-critical classic support requests; and (v)
     Fixes - to supply workarounds for problems where known, answer questions
     and provide patches where they exist. Support requests will be made during
     Licensor's normal principal period of service ("PPS") during the hours of
     [*], CST, Mon. - Fri., except Licensor holidays. If on-site assistance is
     required and the problem is the failure of the Software to materially
     perform to Specifications, no charge will be made. If the problem is due to
     other causes, Licensor's then-current professional services rates for such
     services will be applicable and payable by Compaq.

     Licensor [*] Maintenance and Support Plan. The premium support plan
     provides all services in the standard plan described above in this Section
     on a [*].

     Renewal; Charges for Subsequent Years. For each subsequent year after the
     first year maintenance term, Licensor's obligation to provide maintenance
     and support services as described above will continue and Compaq's
     obligation to pay the current Licensor maintenance and support charges then
     in effect shall be automatically renewed on either (i) the anniversary date
     of the first Software delivery hereunder or (ii) (the coterminous Compaq
     annual renewal date (annual billing date) for all such maintenance and
     support services unless either Licensor or Compaq has given the other prior
     written notice canceling Licensor's maintenance and support as defined
     below. Compaq will be invoiced for [*] maintenance for subsequent years [*]
     days prior to the expiration of the [*] maintenance period.

     Cancellation. Compaq may cancel its subscription in the maintenance and
     support plan(s) effective as of the next anniversary or coterminous [*]
     renewal date by written notice to Licensor received prior to the [*]
     renewal date, or if there is an increase in [*] maintenance and support
     charges over the preceding year by giving Licensor written notice of
     cancellation within [*] days of receipt of Licensor's invoice or price
     quotation notice showing such increase.

     Reinstatement. Compaq may reinstate maintenance at a later time by paying
     the plan(s) fee in effect at the time of reinstatement plus a fee equal to
     the then current maintenance and support fees for the Software times the
     number of [*] periods the subscription was interrupted or [*] of the
     license fee for the Software at the time the license was purchased,
     whichever is less.

     Scope of Coverage. Licensor's maintenance support policy requires that (i)
     the same level of services shall apply to all licensed Software at the
     installation site, (ii) Compaq shall bring or keep all licensed Software it
     has acquired at an installation under current contracted maintenance in
     order to receive the maintenance update services defined in the maintenance
     program. The automated reporting routines contained in the Software which
     identifies and analyzes the use and performance of the Software including
     problems and issues that arise in connection therewith will be used by
     Licensor to provide support services, and improve, enhance the performance
     of the Software offered by Licensor.

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

                                       9
<PAGE>

     Limitations on Licensor's Obligations. Compaq understands and agrees that
     Licensor may develop and market new or different computer programs or
     features which use part or all of the Software and which perform all or
     part of the functions performed by the Software, including but not limited
     to releases of new software products which include new product features and
     functionality. Nothing contained in this Agreement gives Compaq any rights
     with respect to such products, or such new or different computer programs
     or features.

     Exclusions. Company shall have no obligation to correct any error resulting
     from: (i) altered or damaged Software or any portion of a Software
     incorporated with or into another software to the extent the error is the
     result of such alteration, damage or incorporation; (ii) use of a Software
     that is not the then current release or immediately Previous Sequential
     Release; or (iii) Software problems caused by Compaq's negligence, abuse or
     misapplication, or use of Software other than as specified in Licensor's
     user manual.

     The terms of this Section entitled "Software Support" do not apply to
     ActiveLink services. For payment of the [*] ActiveLink subscription fee,
     Compaq will receive access to any updates or modifications made to the
     ActiveLink web site by Licensor

15. PROFESSIONAL SERVICE

     If ordered by Compaq on its Appendix A, Quotation and/or Pricing Schedule
     the following terms and conditions shall apply to professional services
     supplied by Licensor to Compaq. Compaq may purchase technical support
     services ("Professional Services") from Licensor in the form of service
     package offerings or on a time and material basis.

     Scope of Professional Services. Licensor will perform the Professional
     Services documented in Compaq's Appendix A, Pricing Schedule and/or
     Quotation which has been accepted by an official of Licensor in writing.
     The parties acknowledge that the scope of Professional Services provided
     hereunder consist solely of (i) Software installation, deployment
     assistance, interface adapter efforts, and/or non-formal software training.
     Licensor may also offer select service package offerings under its then
     current price list to perform certain Professional Services on a fixed
     price basis. The contents and deliverables of these packages shall be
     defined in the then current price list or the applicable Specifications.
     Professional Services provided to Compaq by Licensor shall not constitute
     works for hire.

     Term of Professional Services. The "Term of Professional Services"
     performed on a time and material basis will begin and terminate on the
     dates or times defined in Compaq's Appendix A, Pricing Schedule and/or
     Quotation which has been accepted by an official of Licensor in writing,
     unless earlier terminated in accordance with this Agreement.

     Fees and Expenses. Fees for Professional Services are defined in Licensor's
     Quotation or, where no Quotation is provided, fees shall be as stated in
     Licensor's current, price list applicable to the territory for such
     Professional Services. Fees and charges are due net [*] days after date of
     invoice by Licensor. Invoices may be published on a monthly basis or at the
     completion of Professional Services. Professional Services fees include
     reasonable expenses for travel, food and lodging, directly related to the
     performance of Professional Services.

     Termination or delay of Professional Services. Compaq agrees that
     Professional Services may be terminated by either party at any time for any
     reason, with or without cause, by giving [*] days prior written notice to
     the other party; termination shall be effective [*] days after the other
     party's receipt of such notice. If Compaq delays the scheduled start of
     contracted Professional

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

                                       10
<PAGE>

     Services, Compaq shall reimburse Licensor for any actual costs incurred due
     to such delay. If Compaq terminates Professional Services before the end of
     the Term of Professional Services engagement, Compaq shall pay Licensor for
     Professional Services completed prior to the effective termination date and
     reasonable and actual subcontractor costs incurred by Licensor as a result
     of such delay or termination.

     Licensor Proprietary Information. All Licensor Proprietary Information and
     all right, title and interest, including without limitation, all patents,
     copyrights, and trade secret rights any where in the world, and all other
     intellectual property and rights in connection therewith shall be the sole
     property of and remain with Licensor or its licensors, as applicable.
     Licensor Proprietary Information includes, but is not limited to, Licensor
     Software and related documentation and any modifications thereto developed
     in whole or in part by Professional Services. Except for the license use
     rights otherwise expressly provided in this Agreement, no right, title or
     interest in Licensor Software is granted hereunder.

     Independent Contractors. Licensor is an independent contractor and is
     solely responsible for all taxes, withholdings, and other similar statutory
     obligations including, but not limited to Worker's Compensation Insurance.
     Nothing herein shall form or be construed to form a joint venture or
     partnership.

     Performance Standards. Licensor's performance of Professional Services
     under this Agreement will be conducted with standards of practice common in
     the industry for such services. Licensor will comply with all applicable
     laws and Compaq safety rules in the course of performing Professional
     Services.

     Consent to Subcontract. Compaq hereby consents for Licensor to subcontract
     Professional Services to persons or companies qualified and certified by
     Licensor to provide services on Licensor's behalf

16. YEAR 2000 WARRANTY

     Licensor warrants, at no additional cost to Compaq, the following under
     this Agreement:

     That the Software licensed hereunder will accurately process, calculate,
     compare and sequence date and time data from, into and between the
     twentieth and twenty-first centuries, including leap year calculations,
     when used in accordance with Licensor supplied documentation and provided
     that all hardware, software and firmware used in combination with such
     Software properly exchange accurate date data with the Software. As used
     herein, the term accurately shall mean in accordance with industry standard
     conventions with respect to the environment in which the Software is
     operating.

     That any licensing keys contained in the Software will not expire or cause
     the Software to perform at less than full function due to the Software not
     performing as set out herein; and

     That the duration of this warranty shall be as set out in this Agreement or
     as otherwise provided in this Section.

     The remedies available to Compaq hereunder for any such Software which in
     Licnesor's opinion does not perform as set out herein, shall include, at
     Licensor's option, either repair or replacement, or a refund of any and all
     license, services and maintenance fees paid or still owed

                                       11
<PAGE>

     by Compaq. Licensor agrees to repair, replace or refund, per Compaq's
     request, within [*] days of such request.

     Should any term or condition of this Section conflict with any other term
     or condition contained in this Agreement, the term or condition contained
     in this Section shall control. This warranty shall not be construed to
     limit any rights or remedies that Compaq may otherwise have under this
     Agreement with respect to defects other than Year 2000 performance.

17. EXPORT ADMINISTRATION

     Compaq agrees to comply fully with all-relevant export laws and regulations
     of the United States Department of Commerce ("Export Laws") to assure that
     neither the Software nor any direct product thereof are (i) exported,
     directly or indirectly, in violation of Export Laws; or (ii) are intended
     to be used for any purposes prohibited by the Export Laws. Licensor agrees
     to provide sufficient technical information for application for export
     license to the Department of Commerce in order for Compaq to obtain an
     export license to countries authorized by the Export Laws and/or assign any
     existing export license Licensor may have for Compaq's use in exporting
     Software procured hereunder for use in such countries permitted by Export
     Laws.

18. MISCELLANEOUS PROVISIONS

     a. Unless otherwise stated, all notices required under this Agreement shall
     be in writing and shall be considered given upon personal delivery of the
     written notice or within forty-eight (48) hours after deposit in the U.S.
     Mail, certified or registered, and appropriately addressed. However, no
     action adverse to the other party may be taken unless the party taking
     action ascertains by any reasonable method that notice has been received.

     b. This Agreement is made under and shall be construed in accordance with
     the laws of the State of Texas.

     c. The captions of Sections of this Agreement are for reference only and
     are not to be construed in any way as terms.

     d. No party may assign or transfer any of the rights or responsibilities
     set forth herein without the express written consent of the other parties
     (which shall not be unreasonably withheld) provided, however, that Licensor
     may assign this Agreement, and/or any of its rights and/or obligations
     hereunder upon written notice to Compaq, to a successor of all, or
     substantially all, of its business or assets without Compaq's consent. Any
     other purported attempt to do so shall be void.

     e. Neither party's failure to exercise any of its rights hereunder shall
     constitute or be deemed a waiver or forfeiture of any such rights.

     f. Each Appendix and Exhibit referred to in this Agreement is incorporated
     in full in this Agreement wherever reference to it is made.

     g. This document represents the entire Agreement between the parties as to
     the matters set forth and integrates all prior discussions or
     understandings between them.

     h. This Agreement may only be modified by a writing signed by an authorized
     representative of both Licensor and Compaq.

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

                                       12
<PAGE>

     i. This Agreement shall be binding on, and inure to the benefit of, the
     parties hereto and their respective heirs, legal representatives,
     successors and assigns.

     j. If suit is brought to enforce or interpret any part of this Agreement,
     the prevailing party shall be entitled to recover as an element of its
     costs of suit, and not as damages, reasonable attorneys' fees to be fixed
     by the court. The "prevailing party" shall be the party who is entitled to
     recover its costs of suit, whether or not the suit proceeds to final
     judgment. A party not entitled to recover its costs shall not recover
     attorneys' fees. No sum for attorneys' fees shall be counted in calculating
     the amount of a judgment for purposes of determining whether a party is
     entitled to recover its costs or attorneys' fees.

     k. Any invalidity, in whole or in part, of any provision of this Agreement
     shall not affect the validity of any other of its provisions.

     1. The parties do not intend that any agency or partnership relationship be
     created between them by this Agreement.

     m. The terms and conditions of this Agreement replace, supersede, and shall
     take precedence over the terms and conditions of any previous or existing
     Software License Agreement between the parties, or shrinkwrap agreement,
     provided for the software acquired for the purposes hereunder.


APPROVED AND AGREED TO:

MOTIVE COMMUNICATIONS, INC.                 COMPAQ COMPUTER CORPORATION

/S/ CHRISTOPHER A. BURCH                    /S/ MIKE LARSON
----------------------------                --------------------------
SIGNATURE                                   SIGNATURE

CHRISTOPHER A. BURCH                        MIKE LARSON
----------------------------                --------------------------
TYPED OR PRINTED NAME                       TYPED OR PRINTED NAME

MANAGER OF CONTRACT SERVICES                GM & SR. VP CONSUMER
----------------------------                --------------------------
TITLE                                       TITLE

APRIL 29, 1999                              APRIL 30, 1999
----------------------------                --------------------------
DATE                                        DATE

                                       13
<PAGE>

                                   EXHIBIT A

This Exhibit A ("Schedule") documents the product licenses and services being
purchased by Compaq under the terms and conditions of the Software License
Agreement ("Agreement") dated April 30, 1999, between Motive Communications,
Inc., a Delaware corporation with an office at 9211 Waterford Centre Blvd, Suite
100, Austin, TX 78759 and Compaq Computer Corporation located at 20555 S.H.249,
Houston, TX 77070.

1. General Terms:

 .  This Schedule is valid if executed by [*].

 .  All payment terms are net [*] days.

 .  Pricing and terms valid for the [*] Product line only. For purpose of this
   Schedule, the [*] product line shall mean personal computers sold, marketed,
   and supported by the Compaq [*] Division regardless of the actual Compaq
   brand name.

 .  Terms and Conditions shall be those of the Compaq / Motive Software License
   Agreement.

2. Base Investment:

The base investment provides the core software and professional services
required to support this initial deployment.

SOFTWARE:

<TABLE>
<CAPTION>
Qty        Item                   Description                                        Price
--------------------------------------------------------------------------------------------
<S>       <C>                     <C>                                                <C>
[*]       MDEUT-EHUB-002         Motive E-Hub(includes E-Mail Server Component)       [*]
[*]       MOT-MASSENGE           Motive Active Self-Service Engine
[*]       MDUET-INT-002          Motive Integration Server for Vantive
[*]       MDUET-ALSVR-002        ActiveLink Server Component
[*]       MDUET-DESK5-002        Support Desktop 5 Pack (5 per Desktop License)
--------------------------------------------------------------------------------------------
                                SUB-TOTAL FOR INITIAL
                                SOFTWARE INVESTMENT:     [*]
--------------------------------------------------------------------------------------------
</TABLE>

MAINTENANCE AND SUPPORT:


The [*] Maintenance fee for the Term (defined below) of this Schedule is [*] per
year.

<TABLE>
<CAPTION>
PROFESSIONAL SERVICES:

Qty              ITEM              DESCRIPTION                        PRICE
-------------------------------------------------------------------------------------
<S>             <C>              <C>                                  <C>
[*]             SVC-UPRUN        Motive Up and Running Services       [*]

                                      [*] Motive Duet
[*]             SVC-INT          Motive Integration Services          [*]

                                      [*] Motive Duet
                                 with Vantive 7.0[*] Motive Duet[*] Vantive System[*]
--------------------------------------------------------------------------------
                                SUB-TOTAL FOR INITIAL   [*]
                                PROFESSIONAL SERVICES   [*]
--------------------------------------------------------------------------------
</TABLE>

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

                                       14
<PAGE>

ActiveLink:

<TABLE>
<CAPTION>
QTY      ITEM                           DESCRIPTION                                                        PRICE
--------------------------------------------------------------------------------------------------------------------
<S>      <C>                             <C>                                                               <C>
[*]       MOT-ACTLINK-PREM-PARTNERS      Motive ActiveLink Premium active content annual subscriptions     [*] *

                  [*] fee includes up to [*] person days of consulting services
                  (to be fully utilized by [*] or days [*]) to assist in the [*]
                  Active Content and the integration of [*] management files
                  into Active Content
--------------------------------------------------------------------------------------------------------------------

</TABLE>

*  The [*] year of Motive ActiveLink Premium Partners Subscriptions Service will
   be provided for [*]. This subscription is [*] on Compaq providing the
   following during the [*] year period:

 .  Contributes its Active Content to Motive for inclusion in the ActiveLink
   Service for redistribution at [*]. The quantity and quality of the Active
   Content must be at a sufficient level to qualify.

 .  Agrees to actively work with Motive as an active partner in the [*] of the
   ActiveLink Service. Licensee also agrees to the use of Licensee's name and
   logo in marketing Motive ActiveLink. Specifically, ActiveLink will identify
   Licensee as a [*] of Active Content. All such promotional usage shall be
   coordinated with Licensee but in no event will Licensee unreasonably refuse a
   coordinated use as provided under this clause.

 .  Renews Maintenance & Support coverage outlined in this Schedule.

TOTAL INITIAL INVESTMENT SUMMARY:

Software                                       [*]
---------------------------------------------------------
Professional Services                          [*]
---------------------------------------------------------
Maintenance & Support                          [*]
---------------------------------------------------------
ActiveLink Subscription                        [*]
---------------------------------------------------------
TOTAL INITIAL INVESTMENT                       [*]
(Total amount to be invoiced upon
execution of this Agreement)
---------------------------------------------------------

3. Motive Self-Service Engine Pricing and Licensing Model:

A. Motive Self-Service System based license model:

    In this special licensing model, a "Motive Self-Service System License" is
    an individual Compaq [*] system on which the Motive Assistant has been
    installed or which has access to [*] Motive Active Self-Service Engine or
    Motive E-Hub Server. This means for each licensed Compaq [*] computer,
    Compaq may install a Motive Assistant (client software) on the system and
    deploy [*] of the Motive Active Self Service Engines (server software)
    required to support the licensed systems plus the quantity of Motive E-Hub
    Server, E-Mail Server, ActiveLink Server, and Integration Server for Vantive
    licenses and Support Desktops licenses identified in the Infrastructure
    Product Table based on the [*] number of Motive Self-Service System License
    purchased. During the term of this licensing model and products use
    thereafter, Compaq will [*] the products licensed hereunder [*] for
    supporting Motive Self-Service System Licenses on Compaq [*] computers.

    The term of this licensing model is valid from [*] to [*] ("Term"). If
    mutually agreed to, Compaq and Motive may extend this licensing model for
    additional licenses.

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

                                       15
<PAGE>

B. Motive Self Service System License Pricing Terms

     [*] the Motive Self Service System License [*]

     During the Term of this Schedule, Compaq agrees to pay Motive [*] excluding
     taxes [*] for [*] Self Service System License. Each [*] computer sold and
     shipped, net of returns which has access to Compaq's Motive Self Service
     Server or Motive E-Hub Server is required to have a Self Service System
     License. These products [*] be used to support licensed Motive Self Service
     System Licenses on Compaq [*] computer systems.

C. Payment Schedule:

     Compaq shall provide Motive a [*] days after the end of each [*] (beginning
     with the [*] on [*]) reporting the [*] Motive Self Service System Licenses
     licensed and pay Motive a license fee equal to the number of Motive Self
     Service System Licenses licensed during that [*] times the [*] license fee.

     On [*], Compaq shall provide Motive a final installation report for this
     Schedule and pay Motive for the number of Motive Self Service System
     Licenses in [*] for which Compaq has previously paid.


D. End of Licensing Term:

     (1) At the end of this licensing term [*] Compaq shall retain the right to
     use:

     .  all Motive Self Service System Licenses purchased and all Motive Active
        Self Service Engine Licenses [*] as of [*],

     .  the quantity of Motive E-Hub Server, E-Mail Server, ActiveLink Server,
        and Integration Server for Vantive licenses identified in the
        Infrastructure Product Table based on the [*] number of Motive Self
        Service System License purchased. After [*] Motive Self Service System
        licenses, Motive Active Self Service Engine licenses, Motive E-Hub
        Server licenses, E-Mail Server licenses, ActiveLink Server licenses, or
        Integration Server for Vantive licenses may [*] under this licensing
        model.

     (2) On [*], Compaq shall retain the right to use [*] of Motive Support
         Desktop licenses [*] by that date and will report such quantity to
         Motive.

     All products deployed under this Schedule will [*] to support licensed
     Motive Self Service System Licenses on Compaq [*] computer systems.

E. Infrastructure Product Table:

[*] NUMBER                      Infrastructure Product Licenses-Total
OF MOTIVE SELF
SERVICE SYSTEM
LICENSES PURCHASED

[*]................................  [*] Motive E-Hub Server,
                                     [*] E-Mail Server,
                                     [*] ActiveLink Server,
                                     [*] Integration Server for Vantive, and
                                     [*] Support Desktops

[*]................................  [*] Motive E-Hub Server,
                                     [*] E-Mail Server,
                                     [*] ActiveLink Server,
                                     [*] Integration Server for Vantive, and
                                     [*] Support Desktops

[*]................................  [*] Motive E-Hub Server,
                                     [*] E-Mail Server,
                                     [*] ActiveLink Server,
                                     [*] Integration Server for Vantive, and
                                     [*] Support Desktops

[*]................................  [*] Motive E-Hub Server,
                                     [*] E-Mail Server,
                                     [*] ActiveLink Server,
                                     [*] Integration Server for Vantive, and
                                     [*] Support Desktops

[*]................................  [*] Motive E-Hub Server,
                                     [*] E-Mail Server,
                                     [*] ActiveLink Server,
                                     [*] Integration Server for Vantive, and
                                     [*] Support Desktops

4. Maintenance and Support

Motive standard [*] Maintenance and Support Terms and Conditions shall apply as
are detailed in this Agreement. Compaq will use [*] points of contacts to
request and receive maintenance and support.

5. Reference Account and Press Release:

In consideration of the [*] and terms provided to Compaq under this Schedule,
Compaq agrees to the release of an individual press announcement that Compaq has
licensed Motive technology to deliver internet based technical support for
Compaq's [*] products. Additionally, a Compaq spokesperson

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

                                       16
<PAGE>

will speak to news reporters and industry analysts in conjunction with said
release. Such press release will be coordinated with Compaq and shall be subject
to its prior approval that shall not be unreasonably withheld. However, in any
event the timing of any such press release specifically announcing the
incorporation of Motive's products onto Compaq's [*] products shall not
occur until after the related [*] products are announced by Compaq or by
[*] which ever occurs first. Motive may list Compaq as a Motive customer prior
to the related [*] products are announced by Compaq in sales presentations
subject to the provisions of Section 9. f. of this Agreement.

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

                                       17
<PAGE>

                           SOFTWARE LICENSE AGREEMENT

                                  AMENDMENT #1

                                    BETWEEN

                          COMPAQ COMPUTER CORPORATION

                                      AND

                           MOTIVE COMMUNICATIONS, INC.

This Amendment (the "Amendment") is entered into by and between Compaq Computer
Corporation ("COMPAQ") and Motive Communications, Inc. ("Motive").

Whereas, COMPAQ and Motive entered into said Software License Agreement dated
April 30, 1999 and;

Whereas, COMPAQ and Motive wish to amend the terms of the Agreement pursuant to
the terms of this Amendment;

NOW, THEREFORE, in consideration of the premises and mutual convenants contained
herein, as well as for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, COMPAQ and Motive agree to amend
the Agreement as follows:

1.  The Agreement in it's entirety is hereby amended as follows:

    All references to "Appendix A" shall be modified to read "Exhibit A and
    Exhibit B as applicable".

2.  Add Exhibit B, "COMPAQ Computer Commercial and Consumer Systems Pricing
    Terms" to incorporate Pricing and Terms valid for all Compaq products sold
    globally excluding Compaq Consumer products sold in North America which are
    covered in the pricing terms of Exhibit A to the Agreement.

Except as expressly modified herein, or pursuant to the terms of an earlier
executed written amendment between COMPAQ and Motive, all of the terms of the
agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties signing below warrant that they are duly
authorized to sign for, and on behalf of, the respective parties.

MOTIVE COMMUNICATIONS, INC.          COMPAQ COMPUTER CORPORATION

/s/ Scott Harmon                     /s/ Janice Kreidermacher
----------------------------         ------------------------
Signature                            Signature

       Scott Harmon                     Janice Kreidermacher
----------------------------         ------------------------
Typed or Printed Name                Typed or Printed Name

       President & CEO                  Global Contracts
----------------------------         ------------------------
Title                                Title
       December 9, 1999                 December 9, 1999
----------------------------         ------------------------
Date                                 Date

                                       18
<PAGE>

                                   EXHIBIT  B

                COMPAQ COMPUTER COMMERCIAL AND CONSUMER SYSTEMS

                                 PRICING TERMS

     This Exhibit B ("Exhibit") documents the product licenses and services
being purchased by Compaq under the terms and conditions of the Software License
Agreement ("Agreement") dated April 30, 1999, between Motive Communications,
Inc., ("Motive") a Delaware corporation with an office at 9211 Waterford Centre
Blvd,  Suite 100, Austin, TX 78759 and Compaq Computer Corporation ("Compaq")
located at 20555 S.H.249, Houston, TX  77070.

1.   General Terms:

 .  All payment terms are net [*] days.

 .  Pricing and terms are valid for all Compaq products sold globally excluding
   Compaq [*] products sold in [*] which are covered in the pricing terms of
   Exhibit A to the Agreement.

 .  This Exhibit B does not impact or restrict Compaq's use and deployment rights
   for the [*] Product line as authorized in Exhibit A to the Agreement.

 .  Terms and Conditions shall be those of the Compaq / Motive  Software License
   Agreement.

2.   [*] USAGE MODEL:

The Motive Duet "Infrastructure Software" (consisting of Motive Duet Server,
Motive Solo Server, and Motive Integration Server licenses), Motive Solo Self
Service Licenses, and Motive Support Desktop Licenses shall be provided and
licensed on an [*]. Compaq will use the Motive Software for providing basic
service and standard warranty support for Compaq systems only.  Software
provided under this Exhibit shall not be used to support Compaq's [*] line or
any other product sold by Compaq's [*].

3. [*] USAGE TERM AND FEE:

The term of this Exhibit ("Term") is the [*] year period beginning [*] and
ending [*].  Pricing is based on a minimum [*] commitment.

<TABLE>
<CAPTION>
<S>                                                                   <C>
                      [*] Usage Fee Description                        [*]  Usage Fee
---------------------------------------------------------------------------------------
Includes:                                                                    [*]
 .  [*] and use of Motive Duet Server, Motive Solo Server, Motive
   Support Desktop, and Motive Integration Server to support Compaq
   systems.
 .  Support of up to [*] Compaq Support Desktops
 .  Motive Solo Self Service Usage for all Compaq systems.
 .  Basic [*] Maintenance & Support Services based on POC model
   within the US.
---------------------------------------------------------------------------------------
</TABLE>

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

                                       19
<PAGE>

4.    PAYMENT SCHEDULE:

Year 1: [*] through [*]

     Payment Due Date   Payment Amount
     ----------------   --------------
     [*]                [*]

Year 2: [*] through [*]

     Payment Due Date   Payment Amount
     ----------------   --------------
     [*]                [*]

Year 3: [*] through [*]

     Payment Due Date   Payment Amount
     ----------------   --------------
     [*]                [*]

5.    Professional Services and Fees:

For an additional [*], Motive will provide [*] days of Professional Services.
All fees [*] domestic travel and living.  One day is defined as one person for
an eight-hour day.  Services will be invoiced on a [*] basis as Services are
actually rendered.

6.    MAINTENANCE AND SUPPORT

For Compaq's continued payment of the [*] during the Term, Motive will provide
it's [*] Maintenance and Support for [*].  The Maintenance and Support Terms and
Conditions of the Agreement shall apply. [*].

7.  CONTINUED USAGE SUPPORT:

If, at the end of the Term, Compaq chooses not to [*] Model, [*].  This
extension option will be available for a period of [*] after the Term.  If this
option is selected, [*].

8.  REFERENCE ACCOUNT AND PRESS RELEASE:

In consideration of the favorable pricing and terms provided to Compaq under
this Exhibit, [*]. Additionally, a Compaq spokesperson will speak to news
reporters and industry analysts in conjunction with said release.  Such press
release will be coordinated with Compaq and shall be subject to its prior
approval that shall not be unreasonably withheld.

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

                                       20
<PAGE>

9.  OTHER TERMS AND CONDITIONS:

a)  [*] is restricted to all Compaq products sold globally by Compaq [*]
    computer systems sold by Compaq's [*].

b)  In consideration of these Fees, [*] Active Content [*].

c)  Upon expiration of the Term or the continued [*] outlined in Section 7,
    Compaq's rights [*] the Motive Software provided under this Exhibit [*].

d)  [*].

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

                                       21