<PAGE>   1
                                                                   EXHIBIT 10.15

                                                          Confidential Treatment
                                                              Requested Pursuant
                                                                     to Rule 406

                           SOFTWARE LICENSE AGREEMENT



         This Software License Agreement ("Agreement") is between MicroStrategy
Incorporated, a Delaware corporation, with primary offices at 8000 Towers
Crescent Drive, Vienna, Virginia 22182 ("MicroStrategy"), and net.Genesis
Corporation, a Delaware corporation, with primary offices at 150 CambridgePark
Drive, Cambridge, MA 02140 ("Netgen"). The effective date of this Agreement is
October 5, 1999 ("Effective Date").


                                     RECITAL

         MicroStrategy and Netgen wish to cooperate such that Netgen can
         integrate certain MicroStrategy products with certain Netgen products
         to create a value-added application for distribution to Netgen
         customers.

These recitals are intended only to summarize the intent of this Agreement. The
actual terms and conditions of the Agreement are stated below.


1.       DEFINITIONS

1.1 "Integrated Product" shall mean the Netgen Products and the MicroStrategy
Product, integrated as permitted under Section 2 of this Agreement, and all
Product Releases, Update Releases, and Version Releases thereof, all as more
fully described in Exhibit E. The term Integrated Product shall also include the
Combined Solution (as defined below) until the Integrated Product has been made
generally available or until June 30, 2000, whichever comes first.

1.2 "Combined Solution" shall mean the combination of the Netgen Product and the
unbundled MicroStrategy Product, distributed as permitted under Section 2.2.6.

1.3 "Documentation" shall mean the standard user guides developed and released
by MicroStrategy for use with the MicroStrategy Product.

1.4 "Documentation Media" shall mean the diskettes, CDs or other media
containing Microsoft Word Versions of the Documentation.

1.5 "End User" shall mean any customer of Netgen that licenses or may license
the Integrated Product for use in accordance with the End User License
Agreement, which shall restrict the use of the MicroStrategy Products to use
solely as part of the Integrated Product or the Combined Solution and not for
stand-alone use.

1.6 "Embed" shall mean the integration of the MicroStrategy Products with the
Netgen products so that the MicroStrategy Products are the reporting tools for
the collection technology of Netgen. The integration shall be complete and
seamless so that


Note: Asterisks indicate the location of information that has been omitted and
      separately filed with the Securities and Exchange Commission subject to a
      request for confidential treatment pursuant to Rule 406.


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there are pre-defined filters, templates and reports and that any End User will
not be able to readily use the MicroStrategy Products without the Netgen
Products.

1.7 "Evaluation" shall mean an installation of the MicroStrategy Product as part
of the Integrated Product for a period of thirty (30) days or less, during which
an End User may evaluate the Integrated Product for its internal use.

1.8 "Master Disk" shall mean the standard microcomputer diskettes, CDs, or other
media containing the object code version of the MicroStrategy Product.

1.9 "MicroStrategy Product" shall mean the product specified in Exhibit C
hereto, and includes all Product Releases, Version Releases and Update Releases
provided by MicroStrategy to Netgen as specified in Exhibit C hereto, together
with any bug fixes, patches or other modifications or enhancements provided
pursuant to Section 11.1.

1.10 "Named User" shall mean an individual to whom the End User assigns an
identification number for purposes of tracking use of the Integrated Product. If
and when a Named User no longer has access to the Integrated Product, the End
User may allow an alternate Named User to assume the initial Named User's
identification number and use the Integrated Product in place of the initial
Named User. Typically, the Named User will be an employee of the End User.

1.11 "Netgen Products" shall mean a suite of products as set forth in Exhibit D,
and all Product Releases, Update Releases, and Version Releases thereof.

1.12 "OEM" shall mean a customer of Netgen that has entered into a written
agreement with Netgen to license the Integrated Product, combine such Integrated
Product (provided such OEM does not modify the underlying MicroStrategy Product
in the Integrated Product) with hardware or software that adds value to the
Integrated Product, and license and sublicense such combination under the OEM's
trademark or tradename.

1.13 "OEM Product" shall mean the product developed by an OEM that combines the
Integrated Product with hardware or software that adds value to the Integrated
Product, and license and sublicense such combination under the OEM's trademark
or tradename.

1.14 "Product Release" shall mean a release of a MicroStrategy Product or Netgen
Product which is designated by MicroStrategy or Netgen respectively, in its sole
discretion, as a change in the digit(s) to the left of the decimal point in the
MicroStrategy or Netgen Product version number ({x}.x.x).

1.15 "Reseller" shall mean distributors and subdistributors, including
value-added resellers, within Netgen's distribution channel which market and
deliver Netgen Products or Integrated Products.



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1.16 "Second-line Support" shall mean reproducing and isolating problems, and
jointly developing workarounds for problems and testing software fixes for the
Integrated Product.

1.17 "Update Release" shall mean a release of the MicroStrategy Product or the
Netgen Product which is designated by MicroStrategy or Netgen respectively, in
its sole discretion as a change in the hundredths digit in the MicroStrategy or
Netgen Product version number, (x.x.{x}).

1.18 "Version Release" shall mean a release of the MicroStrategy Product or the
Netgen Product designated by MicroStrategy or Netgen respectively, in its sole
discretion, as a change in the tenths digit in the MicroStrategy or Netgen
Product version number, (x.{x}.x).

2.       DELIVERY AND LICENSE

2.1 Delivery by MicroStrategy. MicroStrategy will deliver the MicroStrategy
Product on the Master Disk as set forth in Exhibit C hereto, along with the
Documentation Media by March 31, 2000. MicroStrategy will use reasonable
commercial efforts to support Netgen's development of the Integrated Product, as
more fully set forth in Exhibit C. If MicroStrategy does not deliver the
MicroStrategy Product by March 31, 2000, and/or the MicroStrategy Product does
not meet Netgen's requirements for integration with the Netgen Products by that
date, Netgen may terminate this Agreement immediately, upon written notice to
MicroStrategy, notwithstanding the cure provision for material breach set forth
in Section 6.3.

2.2 License to Netgen. Subject to the terms of this Agreement, MicroStrategy
grants to Netgen the following licenses:

         2.2.1 License to Integrate MicroStrategy Product. MicroStrategy grants
         to Netgen a non-exclusive, non-transferable and royalty-free license to
         reproduce, create derivative works of and use copies of the
         MicroStrategy Product to: (i) embed the MicroStrategy Product into the
         Netgen Product to create the Integrated Product; (ii) develop Product
         Releases, Update Releases, and Version Releases of the Integrated
         Product; and (iii) maintain and support the Integrated Product and
         Product Releases, Update Releases, and Version Releases thereof.

         2.2.2 License to Copy and Distribute Documentation. MicroStrategy
         grants to Netgen a non-exclusive, non-transferable and royalty-free
         license to copy the Documentation from the Documentation Media solely
         for the purpose of distributing copies of the Documentation with the
         Integrated Product.

         2.2.3 License to Demonstrate. MicroStrategy grants to Netgen a
         non-exclusive, non-transferable and royalty-free license to demonstrate
         the MicroStrategy Product solely as part of the Integrated Product.
         Netgen may copy the MicroStrategy Product for demonstration purposes,
         but only as provided in


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         Exhibit F. Netgen shall take all reasonable precautions against
         unauthorized disclosure or copying of the MicroStrategy Product while
         the Integrated Product is being demonstrated. Netgen shall take all
         reasonable steps to ensure that the MicroStrategy Product is
         inaccessible during inactive demonstration times, delete any
         demonstration copies of the MicroStrategy Product upon completion of
         any demonstration at a customer site and further exercise commercially
         reasonable efforts to ensure the security of the MicroStrategy Product.

         2.2.4 License to Grant Evaluation Licenses. MicroStrategy grants to
         Netgen a non-exclusive, non-transferable and royalty-free license to
         allow Evaluations of the MicroStrategy Product solely as part of the
         Integrated Product, but only pursuant to an end-user license agreement
         substantially equivalent in terms to the "net.Genesis Software License
         Agreement" attached hereto as Exhibit B. Netgen may copy the
         MicroStrategy Product for Evaluation, but only as provided in
         Exhibit F.

         2.2.5 License to Distribute as Part of Integrated Product.
         MicroStrategy grants to Netgen the nonexclusive, non-transferable
         worldwide right to reproduce, market, sublicense and distribute copies
         of the MicroStrategy Product on disk, CD-ROM, or via electronic
         download, solely as part of the Integrated Product. Except as otherwise
         set forth in Section 2.2.6, this is not a license to market, sublicense
         or distribute the MicroStrategy Products or user documentation
         separately nor permit the use of the MicroStrategy Products outside of
         the Integrated Application, and such action shall be a material breach
         of this Agreement.

         2.2.6 License to Distribute Existing MicroStrategy Product.
         MicroStrategy grants to Netgen the nonexclusive, non-transferable
         worldwide right to distribute copies of the MicroStrategy Product,
         unbundled, until release of the Integrated Product, but only pursuant
         to a written sublicense agreement that, in addition to including
         restrictions substantially similar to those contained in the
         "net.Genesis Software License Agreement" attached hereto as Exhibit B,
         explicitly states that the unbundled MicroStrategy Product may be used
         only with the Netgen Products (the "Combined Solution"). This right
         shall automatically expire by June 30, 2000. Netgen must replace the
         Combined Solution with the Integrated Product for all End Users who
         receive a license to the Combined Solution within six (6) months of the
         release of the Integrated Product. Except as otherwise set forth in
         Section 2.2.6, this is not a license to market, sublicense or
         distribute the MicroStrategy Products or user documentation separately
         nor permit the use of the MicroStrategy Products outside of the
         Integrated Application, and such action shall be a material breach of
         this Agreement.

         2.3 Terms of Distribution. Except as otherwise set forth in Section
         2.2.6, Netgen agrees that it will distribute the MicroStrategy Product
         as permitted in section 2.2 only pursuant to an end-user license
         agreement substantially equivalent in terms to the "net.Genesis End
         User License Agreement" attached hereto as Exhibit B.


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This "net.Genesis End User License Agreement" shall at a minimum: (a) restrict
use of the MicroStrategy Products to use as part of the Integrated Solution; and
(b) restrict use of the MicroStrategy Product to use for analysis of the Web
traffic data combined with other enterprise data sources captured and correlated
by the Integrated Product.

2.4 License Restrictions. Netgen agrees that it shall not, and shall not permit
others to, decompile, disassemble, reverse engineer or otherwise decode or
derive source code of the MicroStrategy Product. In addition, Netgen shall not
rent the Integrated Products, provide third parties with access to the
Integrated Products through a service bureau or commercial time-sharing
arrangement or use the Integrated Products for outsourcing without the prior
written approval of MicroStrategy, which approval shall not be unreasonably
withheld.

2.5 Sublicensing Rights. The licenses granted in Section 2.2 may be sublicensed
to Resellers and OEMs who have executed written agreements with Netgen
containing terms at least as restrictive as those contained herein for the
purpose of facilitating distribution of the Integrated Product and/or creating
and distributing OEM Products. Netgen shall report to MicroStrategy on a monthly
basis the names of all Resellers and OEMs it has sublicensed hereunder.

3.       ROYALTIES, PAYMENT TERMS, AND RECORDS

3.1 Royalty Rate. Beginning on October 1, 1999, Netgen shall pay MicroStrategy
[*] Where Netgen sells more than [*] Named User Licenses for the Integrated
Product or the Combined Solution to a given End User, Netgen shall pay
MicroStrategy the fees set forth in Exhibit A for each Named User over [*].

3.2 Reports. Netgen shall prepare and maintain complete and accurate books and
records documenting the licensing of the Integrated Product or Combined Solution
and any compensation received therefrom. In addition, Netgen shall compile
quarterly financial results detailing total product revenue and total
maintenance revenue. Within forty-five (45) days of the close of each quarter,
Netgen shall report to MicroStrategy, in writing, the sale of Integrated
Products or Combined Solutions from the previous quarter including the name,
address and contact person for each customer, a copy of its quarterly financial
statement and the total royalty due MicroStrategy (the "Royalty Report").

3.3 Payments. All payments to MicroStrategy shall be denominated and made in
U.S. dollars, and are due within thirty (30) days of transmitting the Royalty
Report. Payments will be conducted via check drawn from a U.S. bank, or via
cable transfer of funds to a bank account to be specified by MicroStrategy.
Prices listed are exclusive of any shipping costs, import duties, transfer fees,
sales, use, value-added, privilege, excise or

* Confidential treatment requested pursuant to Rule 406

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similar taxes or duties levied upon MicroStrategy, or any other charges or
assessments established by any government agency that are based upon licensing
of the MicroStrategy Product or Integrated Product pursuant to this Agreement,
all of which shall be paid by Netgen with the exception of taxes, duties or fees
based on MicroStrategy's net income.

3.4 Audit Rights. During the term of this Agreement and for a period of two (2)
years thereafter, MicroStrategy shall have the right, at its expense and upon
reasonable notice, to have examined by an independent, certified public
accountant subject to mutually acceptable nondisclosure agreement, Netgen's
books and records once each calendar year, in order to determine and verify
performance under this Agreement. Any discrepancy between royalties paid and
royalties actually due discovered pursuant to such examination shall be payable
within thirty (30) days of completion of the examination. In the event that an
audit discloses underpayment by Netgen of at least (5%) Netgen shall reimburse
MicroStrategy for the costs incurred in conducting the audit.

3.5 Renegotiation. Any time after the first year of this agreement, if more than
[*] is derived from products other than its Web analysis products, which shall
embed the MicroStrategy Products, then Netgen may request a re-negotiation of
the Royalties. Netgen may request such a re-negotiation by sending MicroStrategy
written notification that the threshold has been crossed and Netgen desires to
re-negotiate the royalties. Once Microstrategy receives the notice of
re-negotiation, the parties will meet and confer within ten (10) business days
to choose an independent auditor to determine the percentage of [*] that is not
attributable to Web analysis products and report back to both companies. The
percentage of revenue not attributable to Web analysis products that embed the
MicroStrategy Products shall then be carved out of the [*] definition for future
quarters. Any time after the renegotiated rates take effect, if less than [*] is
derived from products other than Web analysis products then MicroStrategy may
request a re-negotiation of the Royalties. MicroStrategy shall be required to
give Netgen notice of the re-negotiation. If MicroStrategy notifies Netgen of
the re-negotiation, then the definition of [*] shall be reset to the current
definition.

4.       MICROSTRATEGY DEVELOPMENT AND MARKETING ASSISTANCE TO NETGEN

4.1 Public Statements. The parties will agree in advance to the text of all
press releases and public disclosures associated with activities under this
Agreement, including without limitation any termination or expiration of this
Agreement. The parties will issue a joint release announcing the joint business
relationship.

4.2 Beta Programs and First Mover Advantage. Netgen and MicroStrategy will have
the option to participate in each other's beta programs. MicroStrategy will
ensure that Netgen be a high-priority alpha and beta site for the MicroStrategy
Product. For the first release of the MicroStrategy Product, Netgen will have
high-priority developer level support and first mover advantage over all other
Web analysis companies.


* Confidential treatment requested pursuant to Rule 406

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4.3 Cooperative Marketing Plan. Netgen and MicroStrategy will exercise their
reasonable endeavors within sixty (60) days of the signing of this Agreement to
draw up a cooperative marketing plan.

4.4 Development Partner Designation. MicroStrategy will work with Netgen and use
commercially reasonable efforts to create a unique, distinct classification for
the partnership and MicroStrategy will not remove this designation during the
term of this Agreement without giving Netgen at least twelve (12) months prior
notice of the change in designation. This classification will enable Netgen to
develop and market a product or interface (to be defined) that will be uniquely
promoted by MicroStrategy to its customer base royalty-free. The purpose of this
is to "seed" the MicroStrategy market with an opportunity to collect Web data.

4.5 Co-Development Efforts. MicroStrategy agrees to co-locate a Netgen engineer
with the development team for the MicroStrategy Product, at mutually agreed upon
times, to use best efforts to incorporate Netgen's feature requirements
necessary to build the Integrated Product, and to otherwise provide the
development support more fully set forth in Exhibit C.

4.6 Right of First Refusal. MicroStrategy agrees to grant Netgen a right of
first refusal to license any new MicroStrategy Product on terms and conditions
substantially identical hereto. However, notwithstanding the foregoing,
MicroStrategy reserves the right to charge additional fees for certain products
if MicroStrategy determines, in its reasonable judgement, that the nature of the
product warrants such additional fees.

4.7 Non-Compete Notification. During the term of this Agreement, MicroStrategy
agrees that it will promote Netgen as a value-added partner. If MicroStrategy
enters the Web analysis business, either through acquisition or development of
an integrated Web analysis software product that combines collection and
analysis of Web site visitor behavior information and correlation of this
behavioral data with other business information on a stand-alone basis in direct
competition with Netgen, MicroStrategy shall give Netgen ninety (90) days prior
written notice before delivering such Web analysis software product to market.
If MicroStrategy provides such notice to Netgen, then Netgen may cancel this
Agreement within ninety (90) days of its receipt of such notice.

6.       TERM AND TERMINATION OF AGREEMENT

6.1 Initial Term. The initial term of this Agreement shall be five (5) years
from the Effective Date, and shall be renewed automatically for successive five
(5) year terms unless terminated as set forth below.

6.2 Termination for Convenience. This Agreement may be terminated for
convenience by either party at end of the initial term or any subsequent term,
provided that either party shall give notice of non-renewal to the other party
at least ninety (90) days prior to the end of the then-current term.



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6.3 Termination for Breach. Either party may terminate this Agreement upon the
other party's failure to cure a material default under this Agreement within
thirty (30) days of receipt of written notice of such material default.

6.4 Rights and Duties Upon Termination. Upon termination or expiration of this
Agreement, the duties and rights of the parties shall be as follows:

         6.4.1 Netgen's rights granted under this Agreement will terminate and,
         except as provided herein, Netgen shall immediately cease reproduction,
         distribution and use of the MicroStrategy Product and Documentation, or
         any related technical or marketing material. Netgen shall immediately
         return to MicroStrategy all Master Disks, Documentation Media and other
         copies of the MicroStrategy Product and Documentation, as well as all
         MicroStrategy supplied copies of technical and marketing materials
         relating to the MicroStrategy Product or of the products of
         MicroStrategy. Netgen shall promptly return to MicroStrategy any
         Confidential Information belonging to MicroStrategy and MicroStrategy
         shall promptly return to Netgen any Confidential Information belonging
         to Netgen

         6.4.2 Within thirty (30) days of termination of this Agreement, a duly
         authorized officer of Netgen shall certify in writing that all of the
         items set forth in paragraph 6.4.1 above belonging to MicroStrategy
         have been returned to MicroStrategy and a duly authorized officer of
         MicroStrategy shall certify in writing that all of the items set forth
         in paragraph 6.4.1 above belonging to Netgen have been returned to
         Netgen.

         6.4.3 Within thirty (30) days of termination of this Agreement, each
         party shall pay the other party all sums due and owing under this
         Agreement. It is understood and agreed that the rights of termination
         and non-renewal set forth in this Agreement shall be absolute, that the
         parties have considered that expenses may be incurred in preparing for
         performance hereunder, and that financial loss or damage may result
         from such termination or non-renewal. It is the express intent of the
         parties that neither shall be liable to the other, for direct damages
         or incidental or consequential damages or of any kind otherwise, by
         reason of termination or non-renewal as herein provided.

         6.4.4 Notwithstanding the foregoing, upon termination, Netgen shall be
         entitled to retain thirty (30) copies of the MicroStrategy Product in
         order to support its existing customers. In the event that termination
         results from MicroStrategy's failure to maintain and upgrade the
         MicroStrategy Product as required by this Agreement, Netgen shall be
         entitled to use the source code of the MicroStrategy Product as
         provided in Section 12.

6.5 Survival. The provisions of Sections 2.4, 3.1 - 3.5, 6.4, 7, 8, 9, 10, 12
and 13 shall survive termination or expiration of this Agreement.



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7.       WARRANTIES

7.1 Warranty to Netgen. MicroStrategy warrants that for six (6) months after the
date of delivery of the MicroStrategy Product the MicroStrategy Product will
conform in all material respects to the published technical specifications for
the MicroStrategy Product, and that any Product, Version or Update Releases
thereof will conform in all material respects to the published technical
specifications for such Release. MicroStrategy further warrants that
MicroStrategy has not included in the MicroStrategy Product, as delivered to
Netgen, any so-called virus, Trojan Horse, worm or other software routine not
provided for in the specifications that is designed to permit unauthorized
access to erase or otherwise damage, the MicroStrategy Product or any data or
other software of Netgen. For any breach of this warranty, Netgen's exclusive
remedy and MicroStrategy's entire liability shall be, at MicroStrategy's sole
discretion, the correction of the MicroStrategy Product errors that cause breach
of the warranty, replacement of the MicroStrategy Product, or return of the fees
paid to MicroStrategy for the MicroStrategy Product upon Netgen's return of the
MicroStrategy Product to MicroStrategy.

7.2 Disclaimer. OTHER THAN AS SET FORTH ABOVE, NEITHER PARTY HERETO MAKES ANY
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

7.3 Limitation of Liability. EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO BREACHES OF
SECTIONS 2 (LICENSE GRANTS), SECTION 9 (COMPLIANCE WITH LAWS) AND SECTION 10
(CONFIDENTIAL INFORMATION), OR AMOUNTS PAYABLE PURSUANT TO THIRD PARTY CLAIMS
MADE PURSUANT TO SECTIONS 8 OR 9.1 (INDEMNIFICATION CLAIMS) IN NO EVENT SHALL A
PARTY HERETO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, ARISING OUT OF THIS AGREEMENT. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES
ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE OR
OTHER TORT. THE FOREGOING LIMITATION DOES NOT APPLY TO DAMAGES ARISING FROM
PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EITHER PARTY. Except for amounts
payable pursuant to third party claims made pursuant to Sections 8 or 9.1
(Indemnification Claims) or breaches of Section 10 (Confidentiality) in no event
shall either party's liability to the other party under this Agreement exceed
the amount of royalties paid by Netgen for the twelve (12) months preceding such
liability.

7.4 Year 2000 Warranty. MicroStrategy warrants to Netgen through June 30, 2000
that the unmodified MicroStrategy Products will not fail or produce incorrect
results when processing with four (4)-digit dates for the year 2000 or beyond;
provided, however, that MicroStrategy makes no warranty with respect to any such
failure or incorrect result that may arise due to: (i) the quality of the data
sought to be processed


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with the Integrated Product; (ii) the effect of other software not licensed by
MicroStrategy to Netgen or developed by MicroStrategy for Netgen; or (iii) the
use of the software in an operating environment or on a platform not specified
by MicroStrategy. Warranty claims must be brought within the warranty period.
For any breach of this warranty, Netgen's exclusive remedy and MicroStrategy's
entire liability shall be, at MicroStrategy's sole discretion, the correction of
the MicroStrategy Product errors that cause breach of the warranty, replacement
of the MicroStrategy Product, or return of the fees paid to MicroStrategy for
the MicroStrategy Product upon Netgen's return of the Product to MicroStrategy.

8.       INDEMNITY

8.1 Defense or Settlement of Claims. MicroStrategy agrees to defend, or at its
option to settle, any claim, suit or proceeding brought against Netgen based on
a third party claim that the MicroStrategy Product, as delivered to Netgen
pursuant to this Agreement, infringes upon any patent or upon any copyright or
violates the trade secret or other intellectual property rights of any third
party in the Territory (hereinafter "Infringement Claims"); provided
MicroStrategy is notified promptly in writing of an Infringement Claim and has
sole control over its defense or settlement, and Netgen provides reasonable
assistance in the defense of same.

8.2 Infringement Cures. Following notice of an Infringement Claim, or if
MicroStrategy believes such a claim is likely, MicroStrategy may at its sole
expense and option (i) procure for Netgen the right to continue to market, use
and have others use, the alleged infringing MicroStrategy Product; (ii) replace
or modify the MicroStrategy Product to make it non-infringing; or (iii) accept
return of the MicroStrategy Product and refund payments made therefor by Netgen.

8.3 Limitation. Notwithstanding any other provision of this Agreement,
MicroStrategy assumes no liability for any Infringement Claims based on: (i)
modification of the MicroStrategy Product, or any part thereof, by Netgen, at
the request of Netgen or to meet any specifications provided by Netgen; (ii)
combination of a MicroStrategy Product with non-MicroStrategy programs, data,
hardware, or other materials, if such infringement claim would have been avoided
by the exclusive use of the unmodified MicroStrategy Product alone. For all
infringement claims to which this Subsection 8.3 is applicable, Netgen agrees to
indemnify and defend MicroStrategy, provided Netgen is notified promptly in
writing of an infringement claim and has sole control over its defense or
settlement, and MicroStrategy provides reasonable assistance in the defense of
same.

8.4 Entire liability. THE FOREGOING PROVISIONS OF THIS SECTION 8 STATE THE
ENTIRE LIABILITY AND OBLIGATIONS OF MICROSTRATEGY AND NETGEN AND THE EXCLUSIVE
REMEDY OF MICROSTRATEGY AND NETGEN, WITH RESPECT TO ANY ALLEGED INTELLECTUAL
PROPERTY INFRINGEMENT BY THE MICROSTRATEGY PRODUCT, OR ANY PART THEREOF.



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9.       COMPLIANCE WITH LAWS

9.1 Compliance with Laws. In performing this Agreement both parties agree they
will comply with all applicable laws, rules, regulations and policies and will
render each other harmless and indemnify each other for the failure of the other
party to do so.

9.2 Foreign Corrupt Practices Act. In conformity with the United States foreign
Corrupt Practices Act, Netgen and its employees and agents shall not directly or
indirectly make an offer, payment, promise to pay, or authorize payment, or
offer a gift, promise to give, or authorize the giving of anything of value for
the purpose of influencing an act or decision of an official of any government
(including a decision not to act) or inducing such a person to use his influence
to affect any such governmental act or decision in order to assist Netgen in
obtaining, retaining or directing any such business.

9.3 Export Administration Act. Netgen shall not export or re-export any
MicroStrategy Product, Documentation, or technical data of MicroStrategy to any
country, person entity or end user to which such export would be a violation of
any applicable export restriction. Restricted countries for the purposes of U.S.
law and regulations currently include, but are not necessarily limited to, Cuba,
Iran, Iraq, Libya, North Korea, the Sudan and Syria. Netgen shall do all things
necessary to comply with all applicable laws, rules and regulations concerning
exports of products and technical data of MicroStrategy.

10.      PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

10.1 Property Rights in MicroStrategy Product. Netgen agrees that MicroStrategy
owns all right, title, and interest in the MicroStrategy Product and the
Documentation, including, without limitation, the Master Disk and Documentation
Media, now or hereafter subject to this Agreement, and in all of MicroStrategy's
patents, trademarks, trade names, inventions, copyrights, know-how, and trade
secrets relating to the design, manufacture, operation or service of the
MicroStrategy Product. MicroStrategy agrees that Netgen owns all right, title,
and interest in the Netgen Products, and in all of Netgen's patents, trademarks,
trade names, inventions, copyrights, know-how, and trade secrets relating
thereto.

10.2 Confidential Information. "Confidential Information" may be disclosed in
any manner, whether orally, visually, or in tangible form (including, without
limitation, documents, devices, and computer readable media). Tangible materials
that disclose or embody confidential Information shall be marked by the
discloser thereof as "Confidential," "Proprietary," or the substantial
equivalent thereof. Confidential Information that is disclosed orally or
visually shall be identified by the discloser thereof at the time of disclosure
or within thirty (30) days of disclosure and reduced to a written summary by the
discloser who shall mark such summary as "Confidential," Proprietary," or the
substantial equivalent thereof and deliver it to the receiving party by the end
of the


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month following the month in which disclosure occurs. The recipient of such
information shall treat it as Confidential Information pending receipt of such
summary. Notwithstanding and in addition to the foregoing, the MicroStrategy
Product, information relating to MicroStrategy's specifications, designs,
development plans, business plans, business records, prices and customer lists,
shall be deemed to be Confidential Information of MicroStrategy. Notwithstanding
and in addition to the foregoing, the Netgen Product, information relating to
Netgen's specifications, designs, development plans, business plans, business
records, prices and customer lists, shall be deemed to be "Confidential
Information of Netgen."

10.3 Restrictions. Each party acknowledges that during the term of this
Agreement, it will be entrusted with certain Confidential Information and agrees
that it will protect the confidentiality thereof with the same measures it would
use to protect its own similar information, but in no event shall such measures
be less than reasonable in light of general industry practices. Except as
otherwise required by law, each party agrees that for the term of this Agreement
and for a period of five (5) years from termination or expiration, it will not
(i) use such Confidential Information for any purpose except in accordance with
this Agreement, or (ii) disclose any such Confidential Information to any person
(except employees or agents on a need to know basis where such persons have
agreed to be bound by the confidentiality provisions herein), unless such
disclosure is authorized by the other party in writing. The obligations of each
party under this Section 10.3 shall not apply to information which (i) within
thirty (30) days of disclosure hereunder, is shown to have been in a party's
possession without confidentiality restriction prior to such disclosure, (ii)
was generally known in the trade or business in which it is practiced by the
disclosing party at the time of disclosure, or becomes so generally known after
such disclosure, through no act of the receiving party, or (iii) has come into
the possession of the receiving party without confidentiality restriction from a
third party, and such third party is under no obligation to maintain the
confidentiality of such information.

10.4 Judicial Order, Etc. To the extent that a party is ordered to disclose the
other party's Confidential Information pursuant to a judicial or governmental
request, requirement, or order, the disclosing party shall promptly notify the
other party and take reasonable steps to assist the other party in contesting
such request, requirement or order or to otherwise protect the other party's
rights prior to disclosure.

11.      MAINTENANCE, SUPPORT AND TRAINING

11.1 Maintenance. MicroStrategy agrees to provide maintenance of the
MicroStrategy Product pursuant to the terms of MicroStrategy's standard
maintenance and support policies and procedures, which are attached hereto as
Exhibit G.




                                       12
<PAGE>   13
11.2 Support. Netgen shall be solely responsible for all customer support to
Netgen End-User customers of the Integrated Product. MicroStrategy will make
available Second-line Support via telephone to Netgen in accordance with
MicroStrategy's then current Technical Support Policies and Procedures;
provided, however, that, notwithstanding anything in such Technical Support
Policies and Procedures to the contrary, Netgen shall be entitled to receive
technical support twenty-four (24) hours a day, seven (7) days per week; Netgen
shall be assigned a dedicated point-of-contact Engineer who will be responsible
for managing all of Netgen's technical support issues and who will be available
for on-site support as necessary; and Netgen shall be entitled to weekly status
reports on open issues, monthly status reviews, and quarterly on-site support
meetings.

11.3 Training. MicroStrategy will provide an initial eight (8)-day MicroStrategy
Gold Certification training class for up to fifteen (15) Netgen employees at
Netgen's facility at no charge. This training should provide the appropriate
level of exposure to the MicroStrategy technology for Netgen to develop the
Bundled and Integrated Products. MicroStrategy will also provide a reasonable
number of sales training workshops at Netgen's facility at no charge.
Additionally, MicroStrategy will provide a three (3)-day training class for up
to fifteen (15) Netgen employees at Netgen's facility at no charge for each
major release of the MicroStrategy product. Additional training for Netgen
personnel will be available to Netgen at a thirty percent (30%) discount from
MicroStrategy list prices, plus reasonable expenses.

12.      ESCROW

12.1 Escrow Account. Within sixty (60) days of the Effective Date, MicroStrategy
agrees to deposit in an escrow account pursuant to an escrow agreement among
MicroStrategy and a third party escrow agent used by MicroStrategy (currently
Fort Knoxx) (the "Escrow Agent"), a copy of the source code of the MicroStrategy
Product (the "Escrow Material"). The escrow agreement shall contain, at a
minimum, the terms and conditions set forth in this Section 12. MicroStrategy
shall keep Escrow Material current and allow periodic audit by Escrow Agent of
compliance to this provision. Netgen shall bear all fees, expenses and other
costs to open and maintain such escrow account. If a Release Condition (as
defined in Section 12.2 below) occurs, and the Escrow Agent provides the Escrow
Material to Netgen in accordance with the escrow agreement, Netgen agrees to
hold all materials and information in the escrow account in strictest confidence
pursuant to the provisions contained in Section 10, and not to use them for any
purpose other than those purposes contemplated under Section 12.3 below.

12.2 Release. The Escrow Material shall remain under seal and unopened unless
and until a Release Condition occurs. Netgen shall notify MicroStrategy in
writing if it intends to seek release of the Escrow Material from the Escrow
Agent because (a) MicroStrategy has filed for bankruptcy under Chapter 7 or 11
of the Bankruptcy Act or a petition has been filed against MicroStrategy and
such petition has not been withdrawn or dismissed with prejudice within sixty
(60) days of such filing, (b) MicroStrategy ceases to do business in the
ordinary course for a period of at least sixty (60) days, or (c)


                                       13
<PAGE>   14
MicroStrategy materially breaches its support obligations under this Agreement,
and such breach remains uncured for a period of at least sixty (60) days after
MicroStrategy receives written notice of the breach from Netgen (the "Release
Conditions"). If MicroStrategy notifies Netgen in writing that it disputes
whether the Release Condition has occurred, officers of each of the parties
shall negotiate for a period of ten (10) business days to attempt to resolve the
dispute. At the end of such ten (10) business day period, if the parties have
not resolved the dispute, the matter shall be referred to arbitration in the
manner provided in Section 12.4 below.

12.3 License. Upon the release of the Escrow Material pursuant to section 12.2
above, Netgen shall have a non-exclusive, non-transferable license to use and
modify the Escrow Material as necessary to fully exercise the rights granted in
Section 2 hereof, including the right to use, modify and create derivative works
of the Escrow Material solely in order to maintain and support the Integrated
Product, and the right to modify and create derivative works of the Escrow
Material in order to create Product Releases, Version Releases and Update
Releases of the Integrated Product. Netgen shall not distribute, sell or
sublicense the Escrow Material. Subject to the licenses expressly granted in
this Agreement, MicroStrategy shall retain all right, title and interest in and
to the Escrow Material, including any modifications made thereto by Netgen. For
purposes of this section, Netgen may contract with and make the Escrow Material
available to a third party solely for the purpose of exercising its rights under
this section.

12.4 Arbitration. The parties agree that, if MicroStrategy reasonably disputes
the occurrence of the Release Condition as set forth above, it shall submit such
dispute for binding arbitration in accordance with the then-current commercial
arbitration rules of the American Arbitration Association ("Rules"). The
arbitration shall be conducted by one (1) arbitrator appointed in accordance
with the Rules. The sole question before the arbitrator shall be whether the
Release Condition existed at the time of Netgen's notice to MicroStrategy. If
the arbitrator finds that the Release Condition did exist at the time of
Netgen's notice to MicroStrategy, the Escrow Agent is hereby authorized to
release the Escrow Material to Netgen. The non-prevailing party in the
arbitration shall pay all fees and charges of the American Arbitration
Association; each party, however, shall be responsible for the payment of all
fees and expenses connected with the presentation of its respective case.



                                       14
<PAGE>   15
13.      MISCELLANEOUS

13.1 Governing Law. This Agreement, and all matters arising out of or relating
to this Agreement, shall be governed by, subject to and construed according to
the laws of the Commonwealth of Virginia, without regard to its principles
regarding conflicts of laws. Any legal action or proceeding relating to this
Agreement shall be instituted in a state court in Fairfax County, Virginia or in
federal court in Alexandria, Virginia. The parties hereto agree to submit to the
jurisdiction of, and agree that venue is proper in, these courts. The parties
hereto exclude the United Nations Convention on Contracts for the sale of Goods
from this Agreement and any transaction between them that may be implemented in
connection with this Agreement.

13.2 Independent Contractors. The Agreement does not create and shall not be
construed as creating any relationship of agency, partnership or employment
between the parties. MicroStrategy and Netgen enter this Agreement as and shall
remain independent contractors.

13.3 Assignment. Netgen shall be entitled to assign this Agreement to the
acquiring party in the event of a merger or consolidation of Netgen with such
acquiring party or in the event of the sale of substantially all of Netgen's
assets. This Agreement shall inure to the benefit of MicroStrategy, its
successors, administrators, heirs and assigns.

13.4 Entire Agreement. This Agreement and the Exhibits hereto represent and
constitute the entire agreement between the parties, may only be amended in
writing signed by both parties, and supersede all prior agreements and
understandings with respect to the matters covered by this Agreement. The
parties acknowledge that they have not relied upon any representations other
than the representations set forth herein.

13.5 Waiver. The waiver of one breach or default hereunder shall not constitute
the waiver of any subsequent breach or default.

13.6 Notices. All notices or reports permitted or required under this Agreement
shall be in writing and shall be delivered in person, mailed by first class
mail, postage prepaid, (registered or certified to the extent available and
airmail if overseas), or sent by telecopy, to the party to receive the notice at
the address set forth at the beginning of this Agreement or such other address
as either party may specify in writing. All such notices shall be effective upon
receipt.

13.7 Force Majeure. Each party shall be excused to the extent its performance is
prevented or delayed by fire, flood, earthquake, supplier delay, or other cause
beyond its reasonable control.



                                       15
<PAGE>   16
13.8 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to the
extent necessary to make it enforceable, and such provision shall not affect the
enforceability: (i) of such provision under other circumstances; or (ii) the
remaining provisions hereof under all circumstances.

13.9 Headings. Headings shall not be considered in interpreting this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized
representatives.

MicroStrategy Corporation:              net.Genesis Corporation:

            Sanin Bansal                            Larry Bohn
Name:______________________________     Name:______________________________

            COO                                     CEO
Title:_____________________________     Title:_____________________________

            /s/Sanin Bansal                         /s/Larry Bohn
Signature:_________________________     Signature:_________________________

           6 Oct 99                                5 Oct 99
Date:______________________________     Date:______________________________




                                       16
<PAGE>   17
                                    EXHIBIT A

                 ROYALTY SCHEDULE (MORE THAN [*] NAMED USERS)



                               INTEGRATED PRODUCT

<TABLE>
<CAPTION>
   TOTAL USERS          "PAID" USERS            TOTAL COST       COST PER "PAID"
                                                                            SEAT
--------------------------------------------------------------------------------
<S>                     <C>                     <C>              <C>
    [ * ]


</TABLE>

Note: "Paid" users refers to the number of users over the [*] users that are
included in the [*] royalty.


* Confidential treatment requested pursuant to Rule 406.

                                       17
<PAGE>   18
                                    EXHIBIT B

                            DRAFT - NOT FOR SIGNATURE
                     NET.GENESIS SOFTWARE LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU AND NET.GENESIS CORPORATION
("NET.GENESIS").

1.       DEFINITIONS

A.       "Confidential Information" shall mean the Products, Product
         information, trade secrets and technical information disclosed in
         relation to this Agreement, the terms and pricing under this Agreement
         and all information clearly identified as confidential.

B.       "Product" shall mean a computer software program belonging to
         net.Genesis's net.Analysis(TM) software family that is identified on
         your invoice, for which you are granted a license pursuant to this
         Agreement ("Software"); the user guides and manuals associated with the
         Software ("Documentation"); and any and all Updates to, or patches and
         fixes for, the Software and Documentation. The term "Product" shall not
         include any code that has been modified or developed by you.

C.       "Technical Support Services" shall mean the maintenance and support
         provided by net.Genesis in accordance with net.Genesis's then-current
         technical support policies and procedures for the applicable
         Product(s).

D.       "Update" shall mean any subsequent release of Software and/or
         Documentation that is made generally available to licensees subscribing
         to Technical Support Services at no additional charge other than media
         and handling charges. Updates shall not include any release, option or
         future product that net.Genesis licenses separately.

E.       "Territory" shall mean all countries of the world, subject however to
         all applicable U.S. export restrictions.

2.       LICENSE

A.       net.Genesis grants to you a non-exclusive and non-transferable license
         to use the Software in object code form only for your own internal data
         processing and analysis operations, and to use the Documentation in
         support of such use of the Software in the Territory, subject to the
         terms and conditions of this Agreement. Your use of the Software is
         limited to the number of single or multiple CPU systems ("Managed
         Server Boxes") and number of users that are specified on your invoice.
         In addition to the Software specified on your invoice, and at no
         additional cost, net.Genesis grants to you a runtime license to use the
         net.Analysis Software Development Kit ("net.Analysis SDK") solely for
         the purpose of using the Product(s) or installing and using bug fixes
         and product enhancements from net.Genesis or its certified partners.

B.       net.Genesis grants to you a non-exclusive, non-transferable license to
         make object code copies of the Software for archival, disaster recovery
         and routine backup as is reasonably necessary. You may make a
         reasonable number of copies of the Documentation, or parts thereof, for
         internal use at your place of business. All titles, trademarks,
         copyright and restricted rights notices shall be reproduced in all
         Product copies. All copies of the Products are subject to the terms of
         this Agreement.

C.       net.Genesis shall retain all title, copyright and other proprietary
         rights in the Software and Documentation. You shall not acquire any
         rights, express or implied, in the Products, other than those specified
         in this Agreement.

3.       AUDIT

         net.Genesis shall have the right, at its expense, to conduct an audit
         to verify that you are using the Products to process and analyze data
         generated by the number of servers specified on your invoice, and that
         the Products are being used by the number of users specified on your
         invoice. Any such audit shall be conducted during regular business
         hours and shall not unreasonably interfere with your business
         activities. If an audit reveals that you have distributed or allowed
         use of the Products in excess


                                       18
<PAGE>   19
         of the use permitted by this Agreement, you shall pay net.Genesis for
         such unauthorized use based on the net.Genesis price list in effect at
         the time the audit is completed. If the underpaid fees exceed five
         percent (5%) of the license fees paid, then you shall pay net.Genesis's
         reasonable costs of conducting the audit. net.Genesis shall conduct
         audits not more than once per year; provided however that if the
         underpaid fees exceed five percent (5%) of the license fees paid then
         net.Genesis shall be entitled to conduct a second audit within the same
         year.

4.       UNAUTHORIZED USE

         You may not: (i) market, license, distribute, transfer, sublicense or
         otherwise commercially exploit the Software or Documentation; (ii)
         permit the use of the Software or Documentation by others or otherwise
         operate the Software for third parties (e.g., as a service bureau or
         data processing service); (iii) modify the Software or translate or
         port the Software or Documentation into any other computer or human
         language without the prior written consent of net.Genesis; (iv)
         disassemble, reverse engineer or decompile the Software or cause or
         permit reverse engineering, disassembly or decompilation of the
         Software, except to the extent that applicable law expressly allows
         such actions; (v) publish or provide the results of any benchmark or
         comparison tests run on the Software to any third party, without the
         prior written consent of net.Genesis; or (vi) sell, lend, rent, give,
         assign or otherwise transfer or dispose of the Software or the
         Documentation.

5.       LIMITED WARRANTIES AND DISCLAIMERS

A.       Software Warranty. net.Genesis warrants, for a period of ninety (90)
         days from the date the Software is delivered or, if the Software is
         installed by net.Genesis, from the date the Software is installed (the
         "Warranty Period") that the Software, if operated as directed, will
         substantially achieve the functionality described in the Documentation.
         net.Genesis also warrants that the unmodified Software will not produce
         errors processing date data in connection with the year change from
         December 31, 1999 to January 1, 2000 when used in accordance with the
         instructions, recommendations, and exceptions set forth in the
         Documentation, provided all other products (e.g., other software,
         firmware, and hardware) used with the Software properly exchange date
         data with the Software. Notwithstanding the foregoing, net.Genesis
         makes no warranty with respect to failures that are caused directly by
         the underlying hardware and operating system software on which the
         Software is used if such underlying hardware and operating system has
         not been approved by net.Genesis for use with the Software.

B.       Media Warranty. net.Genesis warrants that the media containing the
         Software, if provided by net.Genesis, is free from defects in material
         and workmanship under normal use for thirty (30) days from the date of
         your invoice.

C.       Conditions to Limited Warranties. The limited warranties in this
         Section 5 are conditioned upon your use of the Software in accordance
         with the instructions provided in the Documentation. The limited
         warranties set forth in this Section 5 shall not apply to the extent
         that an error occurs because of and would not have occurred but for:
         (i) modifications made to the Software by a party other than
         net.Genesis; (ii) your failure to implement enhancements provided to
         you by net.Genesis; or (iii) your use of the Software in connection
         with any computer equipment or devices not meeting the minimum
         requirements set forth in the Documentation.

D.       Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
         NET.GENESIS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND
         DOCUMENTATION.

         net.Genesis does not warrant that the Software will meet your
         requirements or operate with all equipment and software configurations.
         Furthermore, you acknowledge that due to the complex nature of computer
         software, however, it is impossible to ensure that the Software is
         completely error free, will operate without interruption or that all
         Software errors will be corrected. To the extent you obtain any
         pre-production releases of the Software, such Software is distributed
         "as is" with no warranty of any kind.

E.       Exclusive Remedies. For breach of any of the warranties contained in
         this Section 5, your exclusive remedy, and net.Genesis's entire
         liability, shall be: (i) to replace defective media returned within
         thirty (30) days of the date of your invoice; or (ii) at net.Genesis's
         sole discretion, to correct Software errors that cause breach of the
         warranty, to replace the Software, or to advise you how to achieve
         substantially the same functionality described in the Documentation.



                                       19
<PAGE>   20
6.       LIMITATION OF LIABILITY

         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
         NET.GENESIS OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL,
         SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
         DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
         BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
         USE OR INABILITY TO USE THIS SOFTWARE, EVEN IF NET.GENESIS HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NET.GENESIS'S LIABILITY FOR
         DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES
         PAID BY YOU UNDER THIS AGREEMENT.

7.       INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

A.       You acknowledge that the Software, including methods, processes or
         techniques utilized therein, are proprietary to and valuable trade
         secrets of net.Genesis and are protected by United States copyright law
         and international treaties. You shall take no actions that impair or
         infringe net.Genesis's intellectual property rights. You agree not to
         use, copy, modify, transfer, download, merge, make any translation or
         derivative work or otherwise deal with the Software except as expressly
         provided in this Agreement. In no event shall you cause or permit the
         disassembly, reverse compilation or other decoding of any Software. You
         agree not to remove or destroy any copyright notices, other proprietary
         markings or confidentiality legends placed upon or contained within the
         Software.

B.       During the term of this Agreement, each party may have access to the
         other party's Confidential Information. "Confidential Information"
         includes, without limitation, information pertaining to the parties'
         respective businesses and includes, without limitation, methods, plans,
         customers and/or projects and financial information. A party's
         Confidential Information shall not include information that: (i) is or
         becomes a part of the public domain through no act or omission of the
         other party; (ii) was in the other party's lawful possession prior to
         the disclosure and had not been obtained by the other party either
         directly or indirectly from the disclosing party; (iii) is lawfully
         disclosed to the other party by a third party without restriction on
         disclosure; or (iv) is independently developed by the other party.

C.       The parties agree to hold each other's Confidential Information in
         confidence during the term of this Agreement and for a period of two
         (2) years after termination of this Agreement. The parties agree that,
         unless required by law, they shall not make each other's Confidential
         Information available in any form to any third party or to use each
         other's Confidential Information for any purpose other than the
         implementation of this Agreement. Each party agrees to take all
         reasonable steps to ensure that Confidential Information is not
         disclosed or distributed by its employees or agents in violation of the
         terms of this Agreement. Furthermore, you agree not to use any
         Confidential Information of net.Genesis to create any computer software
         program or user documentation that is substantially similar to any
         net.Genesis product.


8.       TECHNICAL SUPPORT SERVICES

         net.Genesis provides Technical Support Services (including product
         maintenance and upgrades) only through separate Support Agreements.
         Please contact net.Genesis if you want to obtain support through the
         execution of such agreement.

9.       TERM AND TERMINATION

A.       Term. This Agreement shall remain in effect until terminated in
         accordance with this Section 9. If not terminated as provided herein,
         the license granted under this Agreement shall remain in effect
         perpetually.

B.       Termination by net.Genesis. net.Genesis may terminate this Agreement or
         any license upon written notice if you have materially breached the
         terms and conditions of this Agreement and fail to correct the breach
         within thirty (30) days following written notice informing you of the
         breach.

C.       Termination by You. You may terminate any license or this Agreement at
         any time; termination shall not, however, relieve you of the
         obligations specified in Sections 9.D and 9.E below.



                                       20
<PAGE>   21
D.       Effect of Termination. Termination of this Agreement or any license
         shall not prevent either party from pursuing other remedies available
         to it, including injunctive relief, nor shall such termination relieve
         your obligation to pay all fees that have accrued or are otherwise owed
         by you under this Agreement.

E.       Handling of Products upon Termination. If the license granted under
         this Agreement expires or otherwise terminates, you shall: (a) cease
         using the applicable Products, and (b) certify to net.Genesis within
         thirty (30) days after expiration or termination that you have
         destroyed or have returned to net.Genesis the Products and all copies
         thereof and any Confidential Information in your possession or control;
         provided, however, that in the event that only certain licenses granted
         under this Agreement expire or are terminated, you may retain any
         Confidential Information that relates to the licenses you continues to
         hold. This requirement applies to copies in all forms, partial and
         complete, in all types of media and computer memory, and whether or not
         modified or merged into other materials.

10.      INVOICING AND PAYMENT

         All fees shall be calculated based upon net.Genesis's prices in effect
         at the time of any quote or order, as applicable. All fees shall be
         payable thirty (30) days from the date of invoice, and shall be deemed
         overdue if they remain unpaid thereafter. Any amounts payable by you
         hereunder which remain unpaid after the due date shall be subject to a
         late charge equal to one and one-half percent (1.5%) per month or the
         highest rate allowable by law, whichever is lower, from the due date
         until such amount is paid. You agree to pay applicable shipping and
         handling charges. If your procedures require you to issue a purchase
         order, all purchase orders or ordering documents shall be governed by
         the terms of this Agreement. In no event shall the terms of any
         purchase order you issue to net.Genesis be given any force or effect.

11.      GENERAL

A.       Governing Law. This Agreement is governed by the laws of the
         Commonwealth of Massachusetts, excluding the application of its
         conflict of laws provisions. The federal and state courts of
         Massachusetts shall have exclusive jurisdiction over any dispute
         between the parties arising under this Agreement.

B.       Notice. All notices, including notices of address change, required to
         be sent under this Agreement shall be in writing and shall be deemed to
         have been given when mailed by first class mail. Notices to you will be
         sent to the address listed in your invoice or the address stated in any
         applicable notice of change of address. Notices to net.Genesis will be
         sent to net.Genesis Corporation, 150 CambridgePark Drive, Cambridge, MA
         02140 or the address stated in any applicable notice of change of
         address.

C.       Waiver. To be enforceable, any waiver of this Agreement or any
         provision thereof must be in writing and signed by the waiving party.
         Should either party waive or excuse a breach by the other party, such
         waiver shall not constitute a consent to, waiver of, or excuse of any
         different or subsequent breach, whether or not of the same kind as the
         original breach.

D.       Severability. If for any reason a court if competent jurisdiction finds
         any provision or portion of this Agreement to be unenforceable, that
         provision will be enforced to the maximum extent permissible so as to
         effect the intent of the parties, and the remainder of this Agreement
         will continue in full force and effect.

E.       Export Restrictions. The Software may be subject to the export controls
         of the United States Departments of State and Commerce and you agree to
         comply fully with all applicable U.S. regulations governing the export,
         destination, ultimate end user and other restrictions relating to the
         Software.

F.       U.S. Government Restricted Rights. Software acquired with United States
         Federal Government funds or intended for use within or for any United
         States federal agency are provided with "LIMITED RIGHTS" and
         "RESTRICTED RIGHTS" as defined in DFARS 252.227-7013 and/or FAR
         52.227-19. Contractor/Manufacturer is net.Genesis Corporation, 150
         CambridgePark Drive, Cambridge, MA 02140.

G.       Relationship between the Parties. net.Genesis is an independent
         contractor. Nothing in this Agreement shall be construed to create a
         partnership, joint venture or agency relationship between the parties.



                                       21
<PAGE>   22
H.       Force Majeure. Neither party will be responsible for failure of
         performance, other than for an obligation to pay money, due to causes
         beyond its control, including, without limitation, acts of God or
         nature; labor disputes; sovereign acts of any federal, state or foreign
         governments; or shortage of materials.

I.       Entire Agreement. This Agreement constitutes the entire understanding
         between you and net.Genesis and supersedes any prior written or oral
         Agreement concerning the Software. It shall not be modified except by
         written agreement dated subsequent to the date of this Agreement and
         signed by authorized representatives of each party hereto. Neither
         party is bound by any provision of any purchase order, receipt,
         acceptance, confirmation, correspondence, or otherwise, unless the
         parties specifically agree to the provision in writing.

THE UNDERSIGNED AGREES TO THE FOREGOING TERMS AND CONDITIONS:

Signed:______________________________________

Printed Name:________________________________

Title:_______________________________________

Company:_____________________________________

Address:_____________________________________

        _____________________________________

        _____________________________________




                                       22
<PAGE>   23
                                    EXHIBIT C

                            MICROSTRATEGY PRODUCT AND
                          DEVELOPMENT SUPPORT TO NETGEN


[*]

MICROSTRATEGY DEVELOPMENT SUPPORT TO NETGEN:

For the first release of the MicroStrategy Product, Netgen will have
high-priority developer level support.

Development support shall include, without limitation, access to MicroStrategy's
knowledge base and resources such as test suites and performance criteria; as
well as a designated contact person to assist the Netgen development team during
the course of Netgen's integration work

* Confidential treatment requested pursuant to Rule 406


                                       23
<PAGE>   24
                                    EXHIBIT D

                                 NETGEN PRODUCTS

The Netgen Products include, but are not limited to, the following components of
net.Analysis(TM):

-        net.Instrument

-        net.Stream

-        net.Reporter

-        net.Dashboard

-        ReportSite

-        HTML Reporter

-        Administrator Console

-        CartSmarts




                                       24
<PAGE>   25
                                    EXHIBIT E

                         INTEGRATED PRODUCT DESCRIPTION

The Integrated Product is composed of any of the following MicroStrategy
components in whole or in part (the "MicroStrategy Products"), including, but
not limited to:

-        [*]

The Integrated Product is composed of any of the following Netgen components in
whole or in part (the "Netgen Products"), including, but not limited to:

-        net.Analysis(TM)

         -        net.Instrument

         -        net.Stream

         -        net.Reporter

         -        net.Dashboard

         -        ReportSite

         -        Administrator Console

         -        HTML Reporter

         -        CartSmarts


The MicroStrategy Products, as embedded within the Netgen products, are
reporting tools for Netgen's data collection technology. The integration shall
be complete and seamless so that there are pre-defined filters, templates and
reports. End users will not be able to readily use the MicroStrategy Products
without the Netgen Products.


* Confidential treatment requested pursuant to Rule 406

                                       25
<PAGE>   26
                                    EXHIBIT F

                      DEMONSTRATION AND EVALUATION LICENSES

MicroStrategy shall provide Netgen with one (1) copy of each MicroStrategy
Product for use under its demonstration license, and Netgen shall be entitled to
make copies of the MicroStrategy Products as reasonable necessary to exercise
its rights under its demonstration license. MicroStrategy shall waive the
license fees for Netgen's demonstration license.

MicroStrategy shall provide Netgen with one (1) copy of each MicroStrategy
Product for use under its evaluation license, and Netgen shall be entitled to
make copies of the MicroStrategy Products as reasonable necessary to exercise
its rights under its evaluation license. MicroStrategy shall waive the license
fees for Netgen's evaluation license.




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                                    EXHIBIT G

                      MICROSTRATEGY MAINTENANCE AND SUPPORT

MicroStrategy provides maintenance and support, and product updates. The primary
purpose of the MicroStrategy Standard Technical Support is to answer questions
with regard to the operation of the MicroStrategy software and troubleshoot
issues that may arise. Support services includes providing telephone help desk
support to a key contact between the hours of 9:00 am and 7:00 PM Monday through
Friday, excluding major US holidays. In addition to telephone support, Technical
Support includes e-mail support and access to MicroStrategy's proprietary
Knowledgebase. Support services do not include services which, in the usual
course of MicroStrategy's business, are provided to partners as consulting
services. Such consulting services include, but are not limited to, custom
application development, data warehouse design, requirements analysis, and
database design. MicroStrategy licensees are also entitled to product updates,
service packs and generally available upgrades for any software covered by
Technical Support.



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