<PAGE>   1
                                                                   Exhibit 10.15


Intel Confidential

Agreement #       1308984
Effective Date          December  31, 1999
Expiration Date   December  31, 2002


                              LICENSE AGREEMENT


LICENSE AGREEMENT (this "License Agreement"), is made and entered into effective
December 31, 1999 (the "Effective Date") by and between INTEL CORPORATION, a
Delaware corporation with a place of business at 2200 Mission College Boulevard,
Santa Clara, CA 95052 (together with all divisions and subsidiaries, hereinafter
"Intel") and Synchronicity, Inc., a Delaware corporation with a place of
business at 201 Forest Street, Marlboro, MA 01778 ("Synchronicity"). Intel and
Synchronicity may be singularly or collectively referred to in this License
Agreement as the "Party" or the "Parties", respectively.


                                   RECITALS

WHEREAS, Intel (through its DT group) and Synchronicity have entered into a
"COLLABORATION AND EVALUATION AGREEMENT" dated September 28, 1998 (the
"Collaboration Agreement") pursuant to which the Parties outlined some general
terms and conditions for collaboration in certain technical activities;

WHEREAS, Intel (through its Microprocessor Products Group's Design Technology
unit, hereafter "DT") and Synchronicity have entered into an "EVALUATION LICENSE
AGREEMENT FOR THIRD-PARTY TECHNOLOGY" dated August 9, 1999 (the "Evaluation
Agreement") pursuant to which Intel evaluated the DesignSync DFII tool to
determine whether Intel would like to engage in a collaborative project with
Synchronicity; and

WHEREAS, Intel and Synchronicity now desire to engage in a collaborative project
and to license the DesignSync DFII software tool, as enhanced by the work
performed by Synchronicity under the SOW, to Intel.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties to this License Agreement hereby
agree as follows:

1.    DEFINITIONS

1.01  "Collaborative Developments" means any and all work product and results
      arising from the collaborative development activities under this License
      Agreement pursuant to one or more SOWs, including any Source Code and
      Object Code.

1.02  "Date Data" means any data or input, whether generated within a
      Deliverable or communicated to it, which includes an indication of or
      reference to date.



                                                                    Page 1 of 51
<PAGE>   2
Intel Confidential


1.03  "Deliverables" means the Collaborative Developments, Documentation,
      Products, Services, and Software provided by Synchronicity to Intel.

1.04  "Documentation" means documentation, including without limitation, data
      sheets, specifications, installation guides, and manuals.

1.05  "Effective Date" means the date first set forth above.

1.06  "Expiration Date" means the date first set forth above, whereby this
      License Agreement shall expire unless renewed by the Parties according to
      the terms and conditions herein.

1.07  "Intellectual Property" means all intellectual property rights worldwide
      arising under statutory or common law, including without limitation that
      which is acquired or obtained under a contract with a third party, and
      whether or not perfected, comprising any of the following: (i) copyrights,
      copyright applications, copyright registrations, mask works and mask work
      registrations; (ii) rights relating to the protection of trade secrets and
      confidential information; (iii) patents, patent applications, reissue
      patents, reissue applications, invention registrations, petty patents;
      (iv) any right analogous to those set forth in this Section in foreign
      jurisdictions; and (v) any renewals or extensions of the foregoing (as and
      to the extent applicable) now existing hereafter filed, issued or
      acquired.

1.08  "Initial Allocation Fee" means the fee set forth on Addendum C attached
      hereto.

1.09  "Object Code" means the object code version of a software product,
      including all computer programming code, entirely in binary form, which is
      directly executable by a computer and includes those help, message,
      overlay, and other files necessary for supporting the intended use of the
      executable code.

1.10  "Products" means any software products that Synchronicity makes generally
      commercially available for purchase or license to third parties in Object
      Code format.

1.11  "Release" means a substantial improvement in user functionality of an
      existing Product that is marketed as a new Product, or a version of a
      Product that replaces previous Releases. Substantial improvement must
      include more than just new hardware support (i.e., devices, drivers,
      ports) and fixes to program errors in a previous Release. Such Releases
      are typically identified by a new product name or a new release number.

1.12  "Services" means the Software related work provided by Synchronicity,
      which may include development, training, consulting, support, and
      maintenance.

1.13  "Software" means the Product known as DesignSync DFII Version 2.1.1 as
      modified for Intel's needs, in Object Code form, including but not limited
      to (i) the current Release, (ii) all new Releases, Updates and Upgrades,
      (iii) all developments


                                                                    Page 2 of 51
<PAGE>   3
Intel Confidential


      performed on such Product for Intel pursuant to this License Agreement,
      and (iv) all Documentation customarily provided with the Product or
      developed for Intel pursuant to this License Agreement.

1.14  "Source Code" means the source code version of a software product, along
      with all available information, documentation, specifications, and
      schematics which would enable one to develop, maintain, support, and/or
      enhance the software product without assistance of any other third person
      or reference to any other materials.

1.15  "SOW" means the Statement of Work to be performed under this License
      Agreement attached hereto as Addendum A.

1.16  "Update" with respect to any Product means a version of the Product that
      has a different version number than the prior version of the Product that
      includes bug fixes or other limited improvements. Such Updates are
      typically identified by a change in the tenths digit [x.x(x)] (i.e.-1.11,
      1.12, 1.13).

1.17  "Upgrade" means the unique functional and/or feature improvements made to
      any Product to keep the current version of the Release competitive in
      terms of new capabilities, features or pricing in the Product's respective
      market. Such Upgrades are typically identified by a change in the tenths
      digit [x.(X)x] (i.e.-1.10, 1.20, 1.30).

2.    COLLABORATIVE ACTIVITIES

2.1   Collaborative Development. Intel and Synchronicity hereby agree to engage
      in the collaborative development described in the SOW. If Synchronicity
      fails to perform its obligations under this License Agreement,
      Synchronicity shall appoint as many Synchronicity application engineers as
      necessary to resolve Synchronicity's performance deficiencies. The
      application engineer(s) must be approved by Intel prior to entering Intel
      facilities and shall be subject to Intel's standard security procedures.
      If Intel is unable to obtain Synchronicity's commitment to the performance
      of the SOW to Intel's satisfaction after having worked with a
      Synchronicity application engineer in an effort to fulfill Synchronicity's
      performance obligations under this License Agreement, Intel may terminate
      this License Agreement and all of its obligations under this License
      Agreement.

2.2   Services provided by Synchronicity. Synchronicity shall promptly perform
      Services as scheduled or shall promptly notify Intel if unable to perform
      any scheduled Services and shall state the reasons.

2.3   Best efforts. Synchronicity will use its best efforts to perform and
      timely complete the work specified by the project in accordance with the
      SOW, specifications, schedules and milestones and other requirements
      associated therewith.

2.4   Primary Contact. Synchronicity will appoint a program manager who will
      serves as a primary contact for issues related to the project, and will
      hold program reviews with Intel on any of the work ("Primary Contact").
      Synchronicity shall make the contact


                                                                    Page 3 of 51
<PAGE>   4
Intel Confidential


      information for the Primary Contact available to Intel prior to starting
      the project contemplated in the SOW.

3.    OWNERSHIP

3.1   Ownership by Intel. Intel shall own all right, title and interest, in and
      to the Intellectual Property rights embodied in the following work product
      used or developed under this License Agreement, even if such work product
      or improvements to such work product are developed solely by Synchronicity
      employees:

      (a)   Intel proprietary file formats used in connection with design tools
            and communicating between and among such tools.

      (b)   Source Code and Object Code whose primary function is to integrate
            the Collaborative Developments into Intel's design environment.

      (c)   Intel circuit designs and manufacturing processes used as alpha and
            beta projects for testing the Collaborative Developments, Products
            and Software, including any intermediate data and final reports
            generated in connection with such designs.

3.2   Ownership by Synchronicity. Subject to Intel's ownership under Section
      3.1, Synchronicity shall own all right, title and interest in and to any
      remaining Intellectual Property embodied in the Collaborative
      Developments, Products and Software used or developed under this License
      Agreement, whether developed solely by Synchronicity employees, or jointly
      by Synchronicity employees in conjunction with Intel employees.
      Synchronicity shall have no ownership interest in any Intellectual
      Property developed solely by Intel employees, which shall be exclusively
      owned by Intel.

3.3   Cooperation. The Parties agree to assist each other, at the other's
      expense, in every proper way, to secure the other party's Intellectual
      Property rights as provided in this Section 3. At no expense to Intel,
      Intel may request that Synchronicity promptly provide Intel with a
      completed and executed copy of the Certificate of Originality set forth on
      Addendum G in connection with any Collaborative Developments, Products and
      Software provided to Intel under this License Agreement. At no expense to
      Intel, Intel may request that Synchronicity promptly provide Intel with a
      completed and executed copy of the Assignment of Intellectual Property set
      forth on Addendum H in connection with any Intellectual Property owned by
      Intel under this License Agreement.

4     LICENSES TO INTEL

4.1   General License. Synchronicity hereby grants to Intel a royalty-free,
      paid-up, non-exclusive, irrevocable, perpetual, worldwide license, with
      the right to sublicense, under all Intellectual Property owned or licensed
      by Synchronicity, to make, have made, use, sell, offer to sell, reproduce,
      have reproduced, prepare derivatives, publicly display or perform, by any
      means and on any tangible or intangible medium now known or


                                                                    Page 4 of 51
<PAGE>   5
Intel Confidential


      developed in the future, any integrated circuits and related electronic
      devices, but only to the extent that Intel's use of the Deliverables
      necessarily introduces Synchronicity's Intellectual Property into such
      integrated circuits and related electronic devices.

4.2   Software License. Promptly after the acceptance criteria of the SOW have
      been met for the full standard release package to be provided under the
      final phase of the SOW, Synchronicity shall deliver and install on Intel's
      computer systems, as reasonably directed by Intel, the full standard
      release of the Software. Intel shall have the type of license set forth on
      Addendum B for the number of copies of the Software set forth on Addendum
      B. Included in this software license grant shall be the maintenance and
      support of the Software as set forth on Addendum B. Fees for this software
      license grant and maintenance and support are specified on Addendum C. In
      the event that Intel exercises it option to license Synchronicity's
      ProjectSync Product pursuant to Addendum C, the Parties agree that
      ProjectSync shall be considered Software for purposes of this License
      Agreement and all applicable terms and conditions of this License
      Agreement shall apply.

4.3   Additional Software Licenses and Maintenance. Additional software licenses
      and maintenance may be purchased for the fees shown on Addendum C.

4.4   Source Code Escrow. Concurrent with the execution of this License
      Agreement, the Parties shall enter into a multi-party source code escrow
      agreement of the form set forth in Addendum D and Exhibits A and B
      thereto, which shall be triggered pursuant to the terms and conditions
      provided thereunder and Addendum B hereto.

4.5   Residuals. Notwithstanding anything herein to the contrary, either party
      may use Residuals for any purpose, including without limitation use in
      development, manufacture, promotion, sale and maintenance of its products
      and services; provided that this right to Residuals does not represent a
      license under any valid patents, copyrights or other intellectual property
      rights of the disclosing party. The term "Residuals" means any information
      that are retained in the unaided memories of the receiving party's
      employees who have had access to the disclosing party's information
      pursuant to the terms of this License Agreement. An employee's memory is
      unaided if the employee has not intentionally memorized the Information
      for the purpose of retaining and subsequently using or disclosing it.

4.6   Other Limitations. Intel may not rent, lease, modify, translate, reverse
      engineer, decompile, disassemble, or create derivative works of the
      Software, or the Collaborative Developments owned by Synchronicity under
      Section 3.2 of this License Agreement.

5.    FEES AND PAYMENT

5.1   Fees. Intel shall pay to Synchronicity the fees shown on Addendum C in
      consideration of the development obligations and licenses granted to Intel
      hereunder. These prices remain fixed for the duration of this License
      Agreement except as provided herein.



                                                                    Page 5 of 51
<PAGE>   6
Intel Confidential


5.2   Most Favored Customer. Synchronicity agrees to negotiate with Intel in
      good faith with regard to any and all licenses, fees, charges, purchases,
      or services required by Intel in connection with the Products not
      otherwise provided for in this License Agreement, and Synchronicity agrees
      that the license fees for Synchronicity's standard commercially available
      Products, and charges for standard maintenance and support shall be no
      less favorable than those offered or granted by Synchronicity to any third
      party licensing or purchasing such Product on substantially similar terms
      and condition. Synchronicity agrees that if Synchronicity provides the
      Software or maintenance on substantially similar terms and conditions to
      any customer at a price less than that set forth in this License
      Agreement, Synchronicity shall adjust its price to Intel to the lower
      price. After expiration of this License Agreement, Synchronicity shall
      continue to offer to Intel a maintenance package for the Software and the
      opportunity to obtain additional licenses of the Software on terms and
      conditions and at a price no less favorable than those offered or granted
      by Synchronicity to any third party.

5.3   Taxes and Other Costs. All applicable taxes and other charges such as
      duties, customs, tariffs, imposts, and government imposed surcharges shall
      be stated separately on Synchronicity's invoice and borne by
      Synchronicity. In the event that Intel is prohibited by law from remitting
      payments to Synchronicity, unless Intel deducts or withholds taxes
      therefrom on behalf of the local taxing jurisdiction, then Intel shall
      duly withhold such taxes and shall remit the remaining net invoice amount
      to the Synchronicity. Intel shall not reimburse Synchronicity for the
      amount of such taxes withheld. Additional costs, except those described on
      Addendum C, will not be reimbursed without Intel's prior written approval.

5.4   Inspection and Audit. Intel reserves the right to have Synchronicity's
      records inspected and audited to ensure compliance with this License
      Agreement. At Intel's option or upon Synchronicity's written demand, such
      audit will be performed by an independent third party at Intel's expense.
      However, if Synchronicity is found to not be complying with this License
      Agreement in any way, Synchronicity shall reimburse Intel for all costs
      associated with the audit, along with any discrepancies discovered, within
      thirty (30) days after completion of the audit. The results of such audit
      shall be kept confidential by the auditor and, if conducted by a third
      party, only Synchronicity's failures to abide by the obligations of this
      License Agreement shall be reported to Intel.

5.5   Invoicing. Synchronicity agrees to invoice Intel no later than one hundred
      eighty (180) days after completion of particular Services or delivery of
      particular items. Intel will not be obligated to make payment against any
      invoices submitted after such period.

6     TERM AND TERMINATION

6.1   Term. Unless earlier terminated, the term of this License Agreement shall
      begin on the Effective Date and continue through the Expiration Date. Upon
      expiration,


                                                                    Page 6 of 51
<PAGE>   7
Intel Confidential


      Intel shall have the right to renew this License Agreement for an
      additional three (3) years for the renewal fee(s) set forth in Addendum C.
      Upon the termination or expiration of this License Agreement, Intel shall
      return to Synchronicity or destroy all Software covered by this License
      Agreement, including any copies thereof. The termination or expiration
      shall not effect any irrevocable licenses already granted to Intel, which
      shall continue in full force.

6.2   Termination. Either party may terminate this License Agreement if the
      other party breaches any material provision of this License Agreement and,
      if such breach is curable, fails to cure the same within thirty (30) days
      after receipt of written notice from the other party.

6.3   Termination for Convenience. In addition to the above termination rights,
      Intel may terminate this License Agreement and all further obligations to
      Synchronicity at any time and without cause by giving Synchronicity thirty
      (30) days written notice. Upon Synchronicity's receipt of such notice,
      Synchronicity shall, unless otherwise specified in such notice,
      immediately stop all work previously authorized and give prompt written
      notice to, and cause all of, its Synchronicity employees or subcontractors
      to cease all related work. If this License Agreement is terminated by
      Intel without cause, Intel will pay Synchronicity for all completed work
      and on a prorated basis for partially completed work. Except as provided
      in this Section 6.3, Intel will have no liability or obligation to
      Synchronicity for terminating this License Agreement without cause. Intel
      will not be responsible for any anticipated profits or for any equipment
      purchased or other expenses incurred by Synchronicity in reliance on this
      License Agreement.

6.4   Termination for Failure to Perform. If Synchronicity does not fulfill its
      development obligations within the time periods provided on Addendum A and
      Synchronicity fails to cure such failure within thirty (30) days, in
      addition to Intel's other rights and remedies, Intel may elect to require
      Synchronicity to assign and convey to Intel all right, title and interest
      in and to Collaborative Developments already developed, without obligation
      to make any further payment.

7     REPRESENTATION AND WARRANTIES

7.1   Representations and Warranties of Synchronicity. Synchronicity makes the
      following representations and warranties to Intel regarding Deliverables
      furnished hereunder, which survive any delivery, inspection, acceptance,
      or payment for the Deliverables.

      (a)   Deliverables will not infringe any third party Intellectual
            Property;

      (b)   Deliverables will not incorporate any third party Intellectual
            Property without notifying and obtaining the prior written approval
            of Intel, which consent shall not be unreasonably withheld;



                                                                    Page 7 of 51
<PAGE>   8
Intel Confidential


      (c)   Deliverables will conform in all materials respects with the
            Documentation and specifications set forth in the SOW;

      (d)   Deliverables will not contain any computer viruses, worms, trojan
            horses, disabling mechanisms, or other harmful code that is intended
            to or has the effect of damaging, disabling, corrupting or deleting
            any other product, software, hardware, data, or information;

      (e)   Synchronicity has the necessary right, title, and interest to
            provide the Deliverables to Intel, which will be free of liens and
            encumbrances;

      (f)   Synchronicity has no outstanding agreement or obligation that is in
            conflict with any of the provisions of this License Agreement, nor
            shall Synchronicity enter into any such conflicting agreement or
            obligation during the term of this License Agreement;

      (g)   Deliverables will function without error or interruption related to
            Date Data from more than one century;

      (h)   Services provided shall be performed in accordance with good
            workmanlike standards and shall meet the descriptions and
            specifications set forth in the SOW;

      (i)   Synchronicity hereby waives any and all moral rights, including the
            right to identification of authorship or limitation on subsequent
            modification, that Synchronicity (or its employees) has or may have
            in any Deliverables provided to Intel hereunder; and

      (j)   Synchronicity's employees or contractors who perform work under this
            License Agreement have been advised of the terms and conditions of
            this License Agreement, agree to be bound by them, and have been
            instructed that the work they do for or on behalf of Intel is
            governed by this License Agreement.

7.2   WARRANTY DISCLAIMER. TECHNICAL INFORMATION PROVIDED AT NO CHARGE BY ONE
      PARTY TO ANOTHER PURSUANT TO THIS LICENSE AGREEMENT WILL BE PROVIDED "AS
      IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE PROVIDED IN SECTION
      7.1, THE PARTIES SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY
      AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD
      PARTY.

7.3   CERTAIN CONSEQUENTIAL DAMAGE. If Synchronicity breaches any of the
      warranties of Section 7.1, or Deliverables are otherwise defective or
      non-conforming, Synchronicity shall promptly correct any non-conforming
      Deliverables and shall pay to Intel all incidental and consequential
      damages (as those terms are


                                                                    Page 8 of 51
<PAGE>   9
Intel Confidential


      defined in the Uniform Commercial Code, Article 1, 1995 Official Text)
      arising from the breach of the foregoing warranties. Synchronicity shall
      pay the cost of shipping and risk of loss for all non-conforming
      Deliverables.

7.4   OTHER CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN 7.3, IN NO EVENT SHALL
      EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR
      CONSEQUENTIAL DAMAGES UNDER OR CONCERNING THIS LICENSE AGREEMENT,
      IRRESPECTIVE OF WHETHER THE OTHER PARTY HAS ADVANCE NOTICE OF THE
      POSSIBILITY OF SUCH DAMAGES.

8     CONFIDENTIALITY AND PUBLICITY

8.1   Existing Confidentiality Obligations Continue. During the course of this
      License Agreement, either party may have or may be provided access to the
      other's confidential information and materials. Additionally,
      Synchronicity may be engaged to develop new information for Intel, or may
      develop such information during the performance of Services, which
      information will become, upon creation, Intel's confidential information.
      Synchronicity shall not use any of the confidential information created
      for Intel other than for Intel. Each party agrees to maintain confidential
      information and materials in accordance with the terms of any other
      applicable separate non-disclosure agreement between Intel and
      Synchronicity, including but not limited to:

      (a)   CBD Non-Disclosure Agreement between the Parties, dated May 19,
            1998.

8.2   Other Confidential Information. For confidential information not covered
      by one of the non-disclosure agreements of Section 8.1, each party agrees,
      at a minimum, to maintain such information in confidence and limit
      disclosure on a need to know basis, to take all reasonable precautions to
      prevent unauthorized disclosure, and to treat such information as it
      treats its own information of a similar nature, until the information
      becomes rightfully available to the public through no fault of the
      non-disclosing party.

8.3   Publicity. The Parties agree that neither will disclose the existence of
      this License Agreement, nor any of its details or the existence of the
      relationship created by this License Agreement, to any third party without
      the specific, written consent of the other. If disclosure of this License
      Agreement or any of the terms hereof is required by applicable law, rule,
      or regulation, or is compelled by a court or governmental agency,
      authority, or body: (i) the Parties shall use all legitimate and legal
      means available to minimize the disclosure to third Parties of the content
      of the License Agreement, including without limitation seeking a
      confidential treatment request or protective order; (ii) the disclosing
      party shall inform the other party at least ten (10) business days in
      advance of the disclosure; and (iii) the disclosing party shall give the
      other party a reasonable opportunity to review and comment upon the
      disclosure, and any request for confidential treatment or a protective
      order pertaining thereto, prior to making such disclosure. The Parties may
      disclose


                                                                    Page 9 of 51
<PAGE>   10
Intel Confidential


      this License Agreement in confidence to their respective legal counsel,
      accountants, bankers, and financing sources as necessary in connection
      with obtaining services from such third parties. The obligations stated in
      this section shall survive the expiration or termination of this License
      Agreement. Neither party may use the other party's name or trademarks in
      advertisements, brochures, banners, letter-head, business cards, reference
      lists, or similar advertisements without the other's express written
      consent.

9.    INTELLECTUAL PROPERTY INDEMNIFICATION

9.1   Synchronicity shall indemnify and hold Intel and its customers harmless
      from any costs, expenses (including reasonable attorneys' fees), losses,
      damages, or liabilities incurred because of actual or alleged infringement
      of any patent, copyright, trade secret, trademark, maskwork, or other
      Intellectual Property right arising out of the use or sale by Intel or
      Intel's customers of Intel's products manufactured using the Deliverables
      or containing the Deliverables, irrespective of whether Intel furnishes
      any specifications to Synchronicity; provided, however, the foregoing
      sentence shall only apply to the extent that Intel provides Synchronicity
      with specifications that do not infringe the Intellectual Property giving
      rise to the claim for indemnification. Intel shall notify Synchronicity of
      such claim or demand and shall permit Synchronicity to participate in the
      defense or settlement thereof. If an injunction issues as a result of any
      claim or action, Synchronicity agrees at its expense and Intel's option to
      either: (i) procure for Intel and Intel's customers the right to continue
      using affected products; (ii) replace them with non-infringing Items;
      (iii) modify them so they become non-infringing; or (iv) refund to Intel
      the amount paid for any Deliverables returned to Synchronicity or
      destroyed.

9.2   The foregoing provides the entire set of obligations and remedies flowing
      between Intel and Synchronicity arising from any intellectual property
      claim by a third party.

10    COMPLIANCE WITH LAWS AND RULES

10.1  Synchronicity shall comply with all national, state, and local laws and
      regulations governing the manufacture, transportation, and/or sale of
      Deliverables and/or the performance of Services in the course of this
      License Agreement. In the United States, these may include, but are not
      limited to, Department of Commerce, Environmental Protection Agency, and
      Department of Transportation regulations applicable to hazardous
      materials. Upon Intel's request, Synchronicity will promptly provide Intel
      with a statement of origin for all Deliverables and with applicable
      customs documentation for Deliverables wholly or partially manufactured
      outside of the country of import.

10.2  Synchronicity agrees to abide by all Intel's rules and regulations while
      on Intel's premises or performing Services including, but not limited to,
      safety, health and hazardous material management rules, and rules
      prohibiting misconduct on Intel's premises including, but not limited to,
      use of physical aggression against persons or property, harassment, and
      theft. Synchronicity will perform only those services


                                                                   Page 10 of 51
<PAGE>   11
Intel Confidential


      identified on any SOWs and will work only in areas designated for such
      services. Synchronicity shall take all reasonable precautions to ensure
      safe working procedures and conditions for performance on Intel's premises
      and shall keep Intel's site neat and free from debris.

10.3  Synchronicity's employees who access Intel's facilities may be required to
      sign a separate access agreement prior to admittance to Intel's
      facilities. Synchronicity will furnish a copy of Addendum E to each of its
      employees and contractors assigned to or contracted for Intel work and
      will take reasonable steps to assure Intel that all such employees and
      contractors have read and understood Addendum E.

10.4  In addition to the security measures set forth in Addendum E,
      Synchronicity warrants that it shall not assign to work at Intel's
      facilities any employee of Synchronicity that has a record of criminal
      convictions involving drugs, assaultive or combative behavior, or theft
      within the last five (5) years that Synchronicity is aware of or should be
      aware of. Synchronicity understands that employees assigned to work at
      Intel's facilities may be subject to criminal history investigations by
      Intel at Intel's expense and may be denied access to Intel's facilities if
      any such criminal convictions are discovered. Synchronicity also agrees to
      comply with Intel's Alcohol and Drug-free Workplace Directive set forth in
      Addendum F.


10.5  Synchronicity represents and agrees that it is in compliance with
      Executive Order 11246 and implementing Equal Employment Opportunity
      regulations and the Immigration Act of 1987, unless exempted or
      inapplicable.

11    INSURANCE

11.1  Without limiting or qualifying Synchronicity's liabilities, obligations,
      or indemnities otherwise assumed by Synchronicity pursuant to this License
      Agreement, Synchronicity shall maintain, at its sole cost and expense,
      with companies acceptable to Intel, Commercial General Liability and
      Automobile Liability Insurance with limits of liability not less than
      $1,000,000.00 per occurrence and including liability coverage for bodily
      injury or property damage (1) assumed in a contract or agreement
      pertaining to Synchronicity's business and (2) arising out of
      Synchronicity's product, services, or work. Synchronicity's insurance
      shall be primary, and any applicable insurance maintained by Intel shall
      be excess and non-contributing.

11.2  Synchronicity shall also maintain statutory Workers' Compensation
      coverage, including a Broad Form All States Endorsement in the amount
      required by law, and Employers' Liability Insurance in the amount of
      $1,000,000.00 per occurrence. Such insurance shall include an insurer's
      waiver of subrogation in favor of Intel.

11.3  If Synchronicity is providing any professional service to Intel,
      Synchronicity shall maintain Professional Liability Insurance (including
      errors and omissions coverage) with liability limits not
      less than $1,000,000.



                                                                   Page 11 of 51
<PAGE>   12
Intel Confidential


11.4  At the request of Intel, Synchronicity shall provide Intel with properly
      executed Certificates of Insurance prior to commencement of any operation
      hereunder and shall notify Intel, no less than 30 days in advance, of any
      reduction or cancellation of the above coverages.

12    GENERAL INDEMNIFICATION

12.1  Synchronicity shall, to the fullest extent permitted by law, protect,
      defend, indemnify, and hold Intel harmless from and against any and all
      claims, liabilities, demands, penalties, forfeitures, suits, judgments,
      and the associated costs and expenses (including attorney's fees), which
      Intel may hereafter incur, become responsible for, or pay out as a result
      of: death or personal injury (including bodily injury) to any person,
      destruction or damage to any property, contamination of or adverse effects
      on the environment, and any clean up costs in connection therewith, or any
      violation of law, governmental regulation or orders, to the extent caused
      by (i) Synchronicity's breach of any term or provision of this License
      Agreement; (ii) any negligent or willful acts, errors, or omissions by
      Synchronicity, its employees, officers, agents, representatives, or
      subcontractors in the performance of this License Agreement; or (iii)
      dangerous defects in Deliverables or Services provided by Synchronicity
      under this License Agreement.

12.2  Notwithstanding Synchronicity's immunities under applicable state worker's
      compensation and industrial insurance acts, and as mutually negotiated
      between the Parties, Synchronicity specifically undertakes to defend,
      indemnify, and hold Intel harmless from claims or liabilities asserted
      against Intel by Synchronicity's employees.

13    MISCELLANEOUS

13.1  Retention and Audits. Synchronicity will maintain complete and accurate
      records of the services performed under this License Agreement for a
      period of five (5) years after the completion of these services. Records
      relating to the performance of this License Agreement shall be made
      available to Intel upon reasonable notice.

13.2  Independent Contractor. In performing services under this License
      Agreement, Synchronicity is an independent contractor and its personnel
      and other representatives shall not act as nor be agents or employees of
      Intel. As an independent contractor, Synchronicity will be solely
      responsible for determining the means and methods for performing the
      required services. Synchronicity shall have complete charge and
      responsibility for personnel employed by Synchronicity; however, Intel
      reserves the right to instruct Synchronicity to remove from Intel's
      premises immediately any of Synchronicity's personnel who are in breach of
      Section 10 of this License Agreement. Such removal shall not affect
      Synchronicity's obligation to provide services under this License
      Agreement.



                                                                   Page 12 of 51
<PAGE>   13
Intel Confidential


13.3  Merger and Modification. This License Agreement together with the
      following Addenda and any Exhibits thereto:

            Addendum A        Statement of Work
            Addendum B        Worldwide Enterprise License & Support
            Addendum C        Pricing and Payment Schedule
            Addendum D        Source Code Escrow
            Addendum E        Protection of Intel's Assets
            Addendum F        Alcohol and Drug Free Workplace Directive
            Addendum G        Certificate of Origin
            Addendum H        Assignment of Intellectual Property

      contains the entire understanding between Intel and Synchronicity with
      respect to the subject matter hereof and merges and supersedes all prior
      and contemporaneous agreements, dealings and negotiations. No
      modification, alteration, or amendment shall be effective unless made in
      writing, dated and signed by duly authorized representatives of both
      Parties.

13.4  Waiver. No waiver of any breach hereof shall be held to be a waiver of any
      other or subsequent breach.

13.5  Severability. If any provision of this License Agreement is determined by
      a court of competent jurisdiction to be invalid, illegal, or
      unenforceable, such determination shall not affect the validity of the
      remaining provisions unless Intel determines in its discretion that the
      court's determination causes this License Agreement to fail in any of its
      essential purposes.

13.6  Assignment. Synchronicity may not assign, factor any rights in, delegate,
      or otherwise transfer any rights or obligations under this License
      Agreement, or any portion thereof, without the prior written consent of
      Intel, which consent shall not be unreasonably withheld. Intel may
      terminate this License Agreement for cause in conjunction with the sale or
      transfer of all or substantially all of Synchronicity's business or
      assets, or a change or transfer of ownership in a majority of
      Synchronicity's voting stock, whether voluntarily, by operation of law or
      otherwise, unless Intel has provided its prior written consent thereto,
      which consent shall not be unreasonably withheld.

13.7  Headings. The headings provided in this License Agreement are for
      convenience only and shall not be used in interpreting or construing this
      License Agreement.

13.8  Specific Performance. Notwithstanding anything else contained in this
      License Agreement, the Parties hereto agree that failure to perform
      certain obligations undertaken in connection with this License Agreement
      would cause irreparable damage, and that monetary damages would not
      provide an adequate remedy in such event. The Parties further agree that
      failure to complete performance of the services called for in this License
      Agreement, or on any project released under this License Agreement, or
      failure to deliver or effect delivery of services and/or


                                                                   Page 13 of 51
<PAGE>   14
Intel Confidential


      materials as contracted, or failure to deliver against accepted projects,
      or to deliver confirmed supply or pricing, are such obligations.
      Accordingly, it is agreed that, in addition to any other remedy to which
      the non breaching party may be entitled, at law or in equity, the non
      breaching party shall be entitled to injunctive relief to prevent breaches
      of the provisions of this License Agreement, and an order of specific
      performance to compel performance of such obligations in any action
      instituted in any court of the United States or any state thereof having
      subject matter jurisdiction.

13.9  Force Majeure. Neither party shall be responsible for its failure to
      perform due to causes beyond its reasonable control, such as acts of God,
      fire, theft, war, riot, embargoes, or acts of civil or military
      authorities. If delivery or performance of services are to be delayed by
      such contingencies, Synchronicity shall immediately notify Intel in
      writing and Intel may either: (i) extend time of performance; or (ii)
      terminate all or part of the uncompleted portion of the project at no cost
      to Intel.

13.10 Right to Develop and Compete Independently. It is understood that as a
      result of the relationship contemplated under this License Agreement,
      Intel and its personnel may become familiar with the subject matter
      licensed to Intel under this License Agreement and the general concepts
      employed therein. However, nothing contained in this License Agreement
      shall prevent either party from developing either through third parties or
      through the use of its own personnel, or from developing or acquiring from
      third parties, products similar to and competitive with the subject matter
      licensed from Synchronicity under this License Agreement except as
      provided for in Section 2 and Section 8 of this License Agreement; and
      nothing herein shall be construed to grant either party any rights in any
      such products so developed or acquired, or any rights to the revenues or
      any portion thereof derived by either party from the use, sale, lease,
      license or other disposal of any such products. Synchronicity understands
      that Intel evaluates, designs, develops, and acquires products similar to
      the subject matter licensed from Synchronicity under this License
      Agreement, and that existing or planned products independently developed,
      evaluated or acquired by Intel may contain ideas and concepts similar to
      those contained in the subject matter licensed from Synchronicity under
      this License Agreement.

13.11 Export Controls. Both Parties understand and acknowledge that they are
      subject to regulation by agencies of the U.S. government, including the
      U.S. Department of Commerce, which prohibit export or diversion of certain
      products and technology to certain countries. Any and all obligations of
      either Party to provide technical information, technical assistance, any
      media in which any of the foregoing is contained, training and related
      technical data (collectively, "Data") shall be subject in all respects to
      such United States laws and regulations as shall from time to time govern
      the license and delivery of technology and products abroad by persons
      subject to the jurisdiction of the United States, including the Export
      Administration Act of 1979, as amended, any successor legislation, and the
      Export Administration Regulations issued by the Department of Commerce, or
      the Bureau of Export Administration. Both Parties warrant that they will
      comply in all respects with the


                                                                   Page 14 of 51
<PAGE>   15
Intel Confidential


      export and re-export restrictions including those set forth in any export
      license (if necessary) for Data disclosed to the other Party hereunder.

13.12 Notice. All notices required or permitted to be given hereunder shall be
      notified in writing and shall be delivered by hand, or if dispatched by
      prepaid air courier or by registered or certified airmail, postage
      prepaid, addressed as follows:

<TABLE>
<CAPTION>
  If to Synchronicity:                       If to Intel:
  -------------------                        -----------

<S>                                          <C>
  Synchronicity, Inc.                        General Counsel
  Attn: President                            Intel Corporation
  201 Forest Street                          2200 Mission College Blvd.
  Marlboro, MA 01778                         Santa Clara, CA 95052
</TABLE>


      Such notices shall be deemed to have been served when received by
      addressee or, if delivery is not accomplished by reason of some avoidance
      of the addressee, when tendered for delivery. Either Party may give
      written notice of a change of address and, after notice of such change has
      been received, any notice or request shall thereafter be given to such
      Party as above provided at such changed address.

13.13 Governing Law. This License Agreement and matters connected with the
      performance thereof shall be construed, interpreted, applied and governed
      in all respects in accordance with the laws of the United States of
      America and the State of Delaware, without reference to conflict of laws
      principles.
13.14 Jurisdiction. Intel and Synchronicity agree that all disputes and
      litigation regarding this License Agreement and matters connected with its
      performance shall be subject to the exclusive jurisdiction of the state
      and federal courts in Delaware.

13.15 Survival. The provisions of Sections: 1, 3, 4, 7, 8, 9, 13, the provisions
      of Addendum A, Addendum B, and Addendum C (to the extent Addenda amend the
      surviving clauses), and the provisions of any and all Certificates of
      Originality and Assignments of Intellectual Property which are executed by
      Synchronicity, will survive any termination or expiration of this License
      Agreement. Additionally, Section 12 of this License Agreement shall also
      survive any termination or expiration of this License Agreement, but only
      for three (3) years.

13.16 Counterparts. This License Agreement shall be executed in two (2) or more
      counterparts, all of which, taken together, shall be regarded as one and
      the same instrument and shall constitute the Parties entire understanding
      with respect to the subject matter hereof.

IN WITNESS THEREOF, the duly authorized representatives have entered into this
License Agreement as of the Effective Date first set forth above.




                                                                   Page 15 of 51
<PAGE>   16
INTEL CORPORATION                                          SYNCHRONICITY, INC.
Intel Confidential


/s/ Robert Basso                          /s/ Eric Thune
------------------------------            -----------------------------------
Signature                                 Signature

Robert Basso                              Eric Thune
------------------------------            -----------------------------------
Name                                      Name

Supplier Manager                           Western Area Sales Manager
------------------------------            -----------------------------------
Title                                     Title

12/27/99                                  12/22/99
------------------------------            -----------------------------------
Date                                      Date


                                                                   Page 16 of 51
<PAGE>   17
      * Confidential Information has been omitted pursuant to Rule 406 under the
        Securities Act of 1933 and has been filed separately with the Securities
        and Exchange Commission. The locations of the omitted materials have
        been indicated with asterisks.


Intel Confidential
                                  ADDENDUM B

                    WORLDWIDE ENTERPRISE LICENSE & SUPPORT

1.    Software:  The software defined in this License Agreement.

2.    Number of Copies:  *

3.    Type of License Grant: A non-exclusive, irrevocable, non-terminable,
      worldwide, paid-up license (with the right to sublicense to
      wholly-owned subsidiaries of Intel and to any entity with whom Intel is
      engaging in joint design work), for the term of this License Agreement,
      to use and maintain up to the number of concurrently active copies of
      the Software provided above, without restriction on the number of
      design projects supported, and with the right to move licenses between
      design projects from time-to-time at Intel's sole discretion.  Except
      for allowing Intel's employees and authorized contractors access to the
      Software, Intel may not rent or lease the Software.  In addition, and
      except as provided in this License Agreement or permitted by applicable
      law, Intel may not modify, translate, reverse engineer, decompile,
      disassemble, grant any rights in the Software or accompanying
      documentation, or create derivative works based on the Software.
      Information relating to the Software which is necessary to enable the
      production of software which is interoperable with the Software (or
      other software) is available from Synchronicity upon request.

4.    Distribution Mechanism: Pursuant to Section 2.4 of this License Agreement,
      Intel shall order Software by sending an email to the Primary Contact
      specifying how many copies of the Software Intel requires. Upon receipt of
      such an email, Synchronicity shall send the requested number of copies,
      and/or the keys thereto, to Intel electronically within two (2) business
      days.

5.    Term of Maintenance & Support:  Except as provided in the License
      Agreement, the term of technical support provided under this Worldwide
      Enterprise License shall be from December 31, 1999 through December 31,
      2002.  Intel shall have the right to renew the terms of this License
      Agreement for an additional three (3) years for the applicable fee(s)
      set forth in Addendum C; provided, however, if the number of Intel
      licensed users exceeds * at the time of renewal, Intel shall pay the
      additional fee(s) set forth in Addendum C.

6.    Nature of Maintenance & Support:  Synchronicity shall provide support
      to Intel for the Software for the term of this License Agreement.  If
      the Software fails to conform to the specifications set forth in the
      Documentation and any SOWs ("Specifications"), Synchronicity agrees to
      use best efforts to modify the Software to conform to the
      Specifications, and to respond to general questions from Intel
      regarding the use and functionality of the Software, according to the
      procedure and priority levels set forth below.  Such support shall be
      available to Intel at no charge during business hours of Monday through
      Friday of *


                                                                   Page 27 of 51
<PAGE>   18
      * Confidential Information has been omitted pursuant to Rule 406 under the
        Securities Act of 1933 and has been filed separately with the Securities
        and Exchange Commission. The locations of the omitted materials have
        been indicated with asterisks.

Intel Confidential


      Time, excluding holidays. The level of support provided by Synchronicity
      to Intel shall depend on the urgency of the situation, as determined by
      the criteria set forth below in the following chart:


<TABLE>
<CAPTION>
                         DEFINITION               RESPONSE
                         ----------               --------
<S>                      <C>                      <C>
      CRITICAL           A problem preventing     Synchronicity shall
                         the operation of a       respond within *
                         major function of the    and provide a
                         Software.                correction to the
                                                  error within *
                                                  from notice.

      URGENT             A problem impairing the  Synchronicity shall
                         operation of a major     respond within
                         function of the          * and provide a
                         Software.                correction to the
                                                  error within *
                                                  from notice.

      ROUTINE            A problem impacting a    Synchronicity shall
                         minor, yet desired,      respond within *
                         specified function or    and provide a
                         feature of the Software. correction to the
                                                  error within *
                                                  from notice.

</TABLE>


      If Synchronicity defaults on the support obligations set forth in this
      Section 4, this may trigger a source code escrow release pursuant to the
      terms and conditions of Addendum D and the Exhibits thereto. Upon release
      of the source code to Intel, and pursuant to the terms and conditions of
      Addendum D, Intel shall be entitled to use the source code in any manner
      necessary to resolve Synchronicity's support deficiencies.

7. Renewal: Intel may, but is not obligated to, renew this License Agreement for
   an additional three (3) years for the renewal fee(s) set forth in Addendum C.
   If Intel elects to exercise its right to renew this License Agreement,
   Synchronicity shall continue providing support to the Software in accordance
   with this License Agreement; provided, however, that Synchronicity shall not
   be obligated to provide Routine support for Releases greater than one (1)
   year old.

8. Payment Schedule and Pricing: Intel shall pay Synchronicity the Initial
   Allocation Fee set forth in Addendum C within net thirty (30) days from
   receipt of a purchase order for the first distribution of the Software. For
   all other Services, Intel shall pay Synchronicity the applicable fee(s) set
   forth in Addendum C; payment due net thirty (30) days from receipt of
   purchase order. In the event of a conflict between the terms and conditions
   of this License Agreement and a purchase order, the terms and conditions of
   this License Agreement shall control.

9. Training and Consulting: Training and consulting are not included in the
   Initial Allocation Fee and may result in additional fees as set forth in
   Addendum C. As part of the training classes offered to Intel by
   Synchronicity, further specified in Addendum C ("Training Classes"),
   Synchronicity shall offer to Intel a course titled "Train-the-Trainer" which
   shall include an extra day of training to describe class setup, training
   techniques, and additional technical information. The Train-the-Trainer class
   includes PDF files for training manuals and Updates thereof at no additional
   cost to Intel. Training Classes may also be


                                                                   Page 28 of 51
<PAGE>   19
      * Confidential Information has been omitted pursuant to Rule 406 under the
        Securities Act of 1933 and has been filed separately with the Securities
        and Exchange Commission. The locations of the omitted materials have
        been indicated with asterisks.

Intel Confidential


   customized by Intel for an additional cost.

10.ProjectSync Options: ProjectSync, a web-based team collaboration software
   tool, may be purchased at an additional cost. Synchronicity shall make
   bundles of * licenses available for the three (3) year term.
   The total amount will be due net thirty (30) days from placement of the
   Purchase Order. This amount will be prorated for the remainder of the
   contract and will also terminate with the DesignSync DFII contract. If Intel
   exercises its option to license ProjectSync from Synchronicity, Intel pay
   Synchronicity the fees set forth in Addendum C.


                                                                   Page 29 of 51
<PAGE>   20
* Confidential Information has been omitted pursuant to Rule 406 under the
  Securities Act of 1933 and has been filed separately with the Securities and
  Exchange Commission. The locations of the omitted materials have been
  indicated with asterisks.



Intel Confidential


                                  ADDENDUM C

                                   PRICING


   The prices for the Deliverables are as follows:

   Initial Allocation Fee

<TABLE>
<CAPTION>
   Item                       Cost              Quantity    Total

<S>                           <C>               <C>         <C>
   DesignSync DFII, V 2.1.1   *                 Unlimited   *
   Maintenance & Support      (included)              N/A   *
                                                            ----------
   Total                                                    *
</TABLE>

   Maintenance & Support

   Fee(s) included in the Initial Allocation Fee above.

   Additional Fee(s)

   In the event that Intel acquires a company during the term of this License
   Agreement with an aggregate number of engineers in excess of *, and all the
   foregoing engineers will use the Software, Intel shall pay a prorated fee of
   * dollars * per newly acquired engineer in excess of * (E.g., If Intel
   acquires a company with * engineers, and all * engineers will use the
   Software, Intel shall pay * at the start of the first year of this License
   Agreement - or a prorated portion thereof if such acquisition takes place
   later in the term of this License Agreement); provided, however, no
   additional fees shall be assessed if the acquired company was already a
   Synchronicity licensee.

   Renewal Fee(s)

   Upon Expiration, Intel may pay a flat * for up to * licenses (including
   maintenance and support) and * per license in excess of * (E.g., *
   licenses shall cost *)

   Training and Consulting

   Consulting shall be available to Intel at a rate of * dollars * per week.
   Training shall also be available to Intel as set forth in the chart below and
   at the corresponding fees:

<TABLE>
<CAPTION>
ITEM #            COURSE NAME                   DESCRIPTION                AMOUNT              NOTES
------            -----------                   -----------                ------              -----

<S>             <C>                            <C>                        <C>                 <C>
TRN-1000        DesignSync Fundamentals        Customer-site 1-day        *                   plus T&E* and 1/2 day
                                               training                                       setup cost
TRN-1001        DesignSync Fundamentals        Regional 1-day training    *                   per student

TRN-1002        DesignSync Fundamentals        Training Manual            *
</TABLE>



                                                                   Page 30 of 51
<PAGE>   21
* Confidential Information has been omitted pursuant to Rule 406 under the
Securities Act of 1933 and has been filed separately with the Securities and
Exchange Commission. The locations of the omitted materials have been indicated
with asterisks.


Intel Confidential


<TABLE>
<S>        <C>                                  <C>                             <C>            <C>
TRN-1100   DesignSync/DFII Fundamentals         Customer-site 1-day training    $ *            plus T&E* and 1/2 day setup cost
TRN-1101   DesignSync/DFII Fundamentals         Regional 1-day training         $ *            per student
TRN-1102   DesignSync/DFII Fundamentals         Training Manual                 $ *

TRN-1200   ProjectSync Fundamentals             Customer-site 1/2-day training  $ *            plus T&E* and 1/2 day setup cost
TRN-1201   ProjectSync Fundamentals             Regional 1/2-day training       $ *            per student
TRN-1202   ProjectSync Fundamentals             Training Manual                 $ *

TRN-2000   DesignSync Administration            Customer-site 2-day training    $ *            plus T&E* and 1/2 day setup cost
TRN-2001   DesignSync Administration            Regional 2-day training         $ *            per student
TRN-2002   DesignSync Administration            Training Manual                 $ *

TRN-2100   ProjectSync Administration           Customer-site 1-day training    $ *            plus T&E* and 1/2 day setup cost
TRN-2101   ProjectSync Administration           Regional 1-day training         $ *            per student
TRN-2102   ProjectSync Administration           Training Manual                 $ *

TRN-9001   Customer-site 1-day training                                         $ *            plus T&E* and 1/2 day setup cost
TRN-9002   Customer-site 2-day training                                         $ *            plus T&E* and 1/2 day setup cost
TRN-9003   Customer-site 3-day training                                         $ *            plus T&E* and 1/2 day setup cost
TRN-9004   Customer-site 4-day training                                         $ *            plus T&E* and 1/2 day setup cost
TRN-9005   Customer-site 5-day training                                         $ *            plus T&E* and 1/2 day setup cost

TRN-9999   Train-the-Trainer                    One extra day to each course    $ *            see Addendum B
</TABLE>



      *     T&E shall only be reimbursed according to Intel's then current
            travel guidelines.

      ProjectSync Options

      -     Intel may license ProjectSync during the first year of this License
            Agreement (from December 31, 1999 through December, 2000) for *
            dollars (*)  per each bundle of * licenses.

      -     Intel may license ProjectSync during the second year of this License
            Agreement (from December 31, 2000 through December, 2001) for *
            dollars (*) per each bundle of * licenses.



                                                                   Page 31 of 51
<PAGE>   22
*  Confidential Information has been omitted pursuant to Rule 406 under the
Securities Act of 1933 and has been filed separately with the Securities and
Exchange Commission. The locations of the omitted materials have been indicated
with asterisks.

Intel Confidential


       -    Intel may license ProjectSync during the third year of this License
            Agreement (from December 31, 2001 through December 31, 2002) for *
            dollars (*) per each bundle of * licenses.

      -     If Intel exercises its option to license ProjectSync, it shall be
            granted the type of license in Addendum B for the term of this
            License Agreement.


                                                                   Page 32 of 51
<PAGE>   23
Intel Confidential


                                 ADDENDUM D

                               SOURCE CODE ESCROW

                            Account Number _________

      This Preferred Registration Technology Escrow Agreement including any
Exhibits ("Agreement") is effective this     day of           , 199_, by and
among Data Securities International, Inc. ("DSI"), a Delaware corporation,
Synchronicity, Inc.("Depositor"), and Intel Corporation ("Preferred
Registrant").

      WHEREAS, Depositor has entered into that certain ("License Agreement")
with the Preferred Registrant regarding certain proprietary technology and other
materials of Depositor;

      WHEREAS, Depositor and Preferred Registrant desire the Agreement to be
supplementary to said License Agreement pursuant to 11 United States Code
Section 365(n);

      WHEREAS, availability of or access to certain proprietary data related to
certain proprietary technology and other material is critical to Preferred
Registrant in the conduct of its business;

      WHEREAS, Depositor has deposited or will deposit with DSI proprietary data
to provide for retention, administration and controlled access for Preferred
Registrant under the conditions specified herein;

      NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in consideration of the promises, mutual covenants
and conditions contained herein, the Parties hereto agree as follows:

1.    Deposit Account.  Following the delivery of the executed Agreement, DSI
      shall open a deposit account ("Deposit Account") for Depositor and
      Preferred Registrant.  The opening of the Deposit Account means that
      DSI shall establish an account ledger in the name of Depositor, assign
      a deposit account number ("Deposit Account Number"), calendar renewal
      notices to be sent to Depositor as provided in Section 29, and request
      the initial deposit ("Initial Deposit") from Depositor.  Depositor has
      an obligation to make the Initial Deposit.  Unless and until Depositor
      makes the Initial Deposit with DSI, DSI shall continue to request the
      Initial Deposit from Depositor and copy Preferred Registrant.

2.    Preferred Registration Account.  Following the execution and delivery
      of the Agreement, DSI shall open a registration account ("Registration
      Account") for Preferred Registrant.  The opening of the Registration
      Account means that DSI shall establish under the Deposit Account an
      account ledger with a unique registration number ("Registration
      Number") in the name of Preferred Registrant, calendar renewal notices
      to be sent to Preferred Registrant as provided in Section 29, and


                                                                   Page 33 of 51
<PAGE>   24
Intel Confidential


      request the Initial Deposit from Depositor.  DSI shall notify Preferred
      Registrant upon receipt of Initial Deposit.

3.    Term of Agreement. The Agreement will have an initial term of five (5)
      years, commencing on the effective date, and shall continue in full force
      unless terminated earlier as provided in the Agreement. The Agreement may
      be extended for additional five (5) year terms by either the Depositor or
      the Preferred Registrant.

4.    Exhibit A, Notices and Communications. Notices and invoices to Depositor,
      Preferred Registrant or DSI should be sent to the Parties at the addresses
      identified in the Exhibit A.

4.1   Documents, payment of fees, deposits of material, and any written
      communication should be sent to the DSI offices as identified in the
      Exhibit A.

4.2   Depositor and Preferred Registrant agree to each name their respective
      designated contact ("Designated Contact") to receive notices from DSI and
      to act on their behalf in the performance of their obligations as set
      forth in the Agreement. Depositor and Preferred Registrant agree to notify
      DSI immediately in the event of a change of their Designated Contact in
      the manner stipulated in Exhibit A.

5.    Exhibit B and Deposit Material. Depositor shall submit proprietary data
      and related material ("Deposit Material") to DSI for retention and
      administration in the Deposit Account.

5.1   The Deposit Material shall be submitted together with a completed document
      called a "Description of Deposit Material," hereinafter referred to as
      Exhibit B. Each Exhibit B should be signed by Depositor prior to
      submission to DSI and shall be signed by DSI upon completion of the
      Deposit Material inspection.

5.2   Depositor represents and warrants that it lawfully possesses all Deposit
      Material, can transfer Deposit Material to DSI and has the authority to
      store Deposit Material in accordance with the terms of the Agreement.

6.    Deposit Material Inspection.  Upon receipt of an Exhibit B and Deposit
      Material, DSI shall be responsible only for reasonably matching the
      labeling of the materials to the item descriptions listed on the
      Exhibit B and validating the count of the materials to the quantity
      listed on the Exhibit B.  DSI shall not be responsible for any other
      claims made by the Depositor on the Exhibit B.  Acceptance shall occur
      when DSI concludes that the Deposit Material Inspection is complete.
      Upon acceptance DSI will sign the Exhibit B and assign the next Exhibit
      B number.  DSI shall issue a copy of the Exhibit B to Depositor and
      Preferred Registrant within ten (10) days of acceptance.

7.    Initial Deposit. The Initial Deposit shall consist of all material
      initially supplied by Depositor to DSI.



                                                                   Page 34 of 51
<PAGE>   25
Intel Confidential


8.    Deposit Changes. Depositor may desire or may be obligated to update the
      Deposit Account with supplemental or replacement Deposit Material.

8.1   Supplemental Deposit ("Supplemental") is Deposit Material which is to be
      added to the Deposit Account. Depositor shall make Supplemental Deposits
      no less than every three (3) months to ensure that the Deposit is an
      accurate and complete manifestation and recording of Depositor's
      technology, work product and intellectual property as described in the
      License Agreement.

8.2   Replacement Deposit ("Replacement") is Deposit Material which will replace
      existing Deposit Material as identified by any one or more Exhibit B(s) in
      the Deposit Account. Replaced Deposit Material shall be destroyed or
      returned to Depositor.

9.    Deposit. The existing deposit ("Deposit") means all Exhibit B(s) and their
      associated Deposit Material currently in DSI's possession. Destroyed or
      returned Deposit Material is not part of the Deposit; however, DSI shall
      keep records of the destruction or return of Deposit Material.

10.   Replacement Option. Within ten (10) days of receipt of Replacement from
      Depositor, DSI shall send a letter to Preferred Registrant stating that
      Depositor requests to replace existing Deposit Material, and DSI will
      include a copy of the new Exhibit B(s) listing the new Deposit Material.

10.1  Preferred Registrant has twenty (20) days from the mailing of such letter
      by DSI to instruct DSI to retain the existing Deposit Material held by
      DSI, and if so instructed, DSI will change the Replacement to a
      Supplemental. Conversion to Supplemental may cause an additional storage
      unit fee as specified by DSI's Fee and Services Schedule.

10.2  If Preferred Registrant does not instruct DSI to retain the existing
      Deposit Material, DSI shall permit such Deposit Material to be replaced
      with the Replacement. Within ten (10) days of acceptance of the
      Replacement by DSI, DSI shall issue a copy of the executed Exhibit B(s) to
      Depositor and Preferred Registrant. DSI will either destroy or return to
      Depositor all Deposit Material replaced by the Replacement.

11.   Storage Unit. DSI will store the Deposit in defined units of space, called
      storage units. The cost of the first storage unit will be included in the
      annual Deposit Account fee.

12.   Deposit Obligations of Confidentiality. DSI agrees to establish a locked
      receptacle in which it shall place the Deposit and shall put the
      receptacle under the administration of one or more of its officers,
      selected by DSI, whose identify shall be available to Depositor at all
      times. DSI shall exercise a professional level of care in carrying out the
      terms of the Agreement.



                                                                   Page 35 of 51
<PAGE>   26
Intel Confidential


12.1  DSI acknowledges Depositor's assertion that the Deposit shall contain
      proprietary data and that DSI has an obligation to preserve and protect
      the confidentiality of the Deposit.

12.2  Except as provided for in the Agreement, DSI agrees that it shall not
      divulge, disclose, make available to third parties, or make any use
      whatsoever of the Deposit.

13.   Audit Rights. DSI agrees to keep records of the activities undertaken and
      materials prepared pursuant to the Agreement. DSI may issue to Depositor
      and Preferred Registrant an annual report profiling the Deposit Account.
      Such annual report will identify the Depositor, Preferred Registrant, the
      current Designated Contacts, selected special services, and the Exhibit B
      history, which includes Deposit Material acceptance and destruction or
      return dates.

13.1  Upon reasonable notice, during normal business hours and during the term
      of the Agreement, Depositor and Preferred Registrant will be entitled to
      inspect the records of DSI pertaining to the Agreement, and accompanied by
      an employee of DSI, inspect the physical status and condition of the
      Deposit. The Deposit may not be changed during the audit.

14.   Renewal Period of Agreement.  Upon payment of the initial fee or
      renewal fee, the Agreement shall be in full force and will have an
      initial period of at least one (1) year unless otherwise specified.
      This Agreement may be renewed for additional periods upon receipt by
      DSI of the specified renewal fees prior to the last day of the period
      ("Expiration Date").  DSI may extend the period of the Agreement to
      cover the processing of any outstanding instruction made during any
      period of the Agreement.

14.1  Preferred Registrant has the right to pay renewal fees and other related
      fees. In the event Preferred Registrant pays the renewal fees and
      Depositor is of the opinion that any necessary condition for renewal is
      not met, Depositor may so notify DSI and Preferred Registrant in writing.
      The Agreement shall remain in full force and effect until such dispute is
      resolved between Preferred Registrant and Depositor.

15.   Expiration.  If the Agreement is not renewed or is otherwise
      terminated, all duties and obligations of DSI to Depositor and
      Preferred Registrant will terminate.  If Depositor requests the return
      of the Deposit, DSI shall return the Deposit to Depositor only after
      any outstanding invoices and the Deposit return fee are paid and
      Preferred Registrant consents in writing.  If the fees are not received
      by the Expiration Date of the Agreement, DSI, at its option, may
      destroy the Deposit thirty (30) days after written notice of such
      intent is given Preferred Registrant.

16.   Certification by Depositor. Depositor represents to Preferred Registrant
      that:

      a.    The Deposit delivered to DSI consists of the following:  source
            code deposited on computer magnetic media, all necessary and
            available information, proprietary information, and technical
            documentation which


                                                                   Page 36 of 51
<PAGE>   27
Intel Confidential


            will enable a reasonably skilled programmer of Preferred Registrant
            to create, maintain and/or enhance the proprietary technology
            without the aid of Depositor or any other person or reference to any
            other materials; maintenance tools (test programs and program
            specifications); proprietary or third party system utilities
            (compiler and assembler descriptions); description of the
            system/program generation; descriptions and locations of programs
            not owned by Depositor but required for use and/or support; and
            names of key developers for the technology on Depositor's staff.

      b. The Depositor will be defined in the Exhibit B(s).

       These representations shall be deemed to be made continuously throughout
       the term of the Agreement.

17.    Indemnification.  Depositor and Preferred Registrant agree to defend
       and indemnify DSI and hold DSI harmless from and against any and all
       claims, actions and suits, whether in contract or in tort, and from
       and against any and all liabilities, losses, damages, costs, charges,
       penalties, counsel fees, and other expenses of any nature (including,
       without limitation, settlement costs) incurred by DSI as a result of
       performance of the Agreement except in the event of a judgment which
       specifies that DSI acted with gross negligence or  willful misconduct.

18.    Filing For Release of Deposit by Preferred Registrant. Upon notice to DSI
       by Preferred Registrant of the occurrence of a release condition as
       defined in Section 21 and payment of the release request fee, DSI shall
       notify Depositor by certified mail or commercial express mail service
       with a copy of the notice from Preferred Registrant.

19.    Contrary Instruction.  "Contrary Instruction" is the filing of an
       objection with DSI by Depositor stating that a Contrary Instruction is
       in effect.  Such Contrary Instruction means an officer of Depositor
       warrants that a release condition has not occurred or has been cured.
       DSI shall send a copy of the objection by certified mail or commercial
       express mail service to Preferred Registrant.  DSI shall notify both
       Depositor and Preferred Registrant that there is a dispute to be
       resolved.  Receipt of Contrary Instruction by DSI shall not alter
       DSI's performance of its obligations pursuant to Section 20.

20.    Release of Deposit to Preferred Registrant.  Pursuant to Section 18,
       whether or not DSI receives Contrary Instruction from Depositor and
       unless ordered by a court of competent jurisdiction not to release the
       Deposit, DSI is authorized to and shall release the Deposit, or if
       more than one Preferred Registrant is registered to the Deposit, a
       copy of the Deposit to the Preferred Registrant filing for release,
       ten (10) days after the notice was given Depositor pursuant to Section
       18, and following receipt of any fees due to DSI including Deposit
       copying and delivery fees.

21.   Release Conditions of Deposit to Preferred Registrant. Release conditions
      are:



                                                                   Page 37 of 51
<PAGE>   28
Intel Confidential


      a.    Depositor's failure to carry out obligations imposed on it pursuant
            to a license agreement or other agreement(s) between Depositor and
            Preferred Registrant; or

      b.    Depositor's failure to continue to do business in the ordinary
            course; or

      c.    any bankruptcy, reorganization, debt arrangement, or other case
            proceeding under any bankruptcy or insolvency law, or any
            dissolution or liquidation proceedings commenced by or against
            Depositor and if such case or proceeding is not commenced by
            Depositor, it is not dismissed within sixty (60) days from the
            filing thereof; or

      d.    Depositor becomes insolvent or generally fails to pay, or admits its
            inability to pay, its debts as they become due; or

      e.    Depositor applies for or consents to the appointment of or has
            appointed a trustee, receiver or other custodian for any of its
            assets, or makes a general assignment for the benefit of its
            creditors.

22.   Grant of Use License. Notwithstanding any other rights Preferred
      Registrant may have in or to the Deposit, subject to the terms and
      conditions of the Agreement, Depositor hereby transfers and upon execution
      by DSI, DSI hereby accepts a non-exclusive, irrevocable, perpetual, and
      royalty-free use license which DSI will transfer to Preferred Registrant
      upon controlled release of the Deposit as described in the Agreement.

23.   Use License Representation.  Depositor represents and warrants to
      Preferred Registrant and DSI that it has no knowledge of nor will it
      permit to be created any encumbrance or infringement of the Deposit, or
      that any claim has been made that the Deposit infringes any patent,
      trade secret, copyright or other proprietary right of any third party.
      Depositor warrants that it has the full right, power, and ability to
      enter into and perform the Agreement, to grant the foregoing use
      license, and to permit the Deposit to be placed with DSI.

24.   Conditions Following Release. Following a release and subject to payment
      to DSI of all outstanding fees, DSI shall transfer the Use License to
      Preferred Registrant. Additionally, Preferred Registrant shall be required
      to maintain the confidentiality of the released Deposit.

25.   Verification Rights.  Depositor grants to Preferred Registrant the
      option to verify the Deposit for accuracy, completeness and
      sufficiency.  Depositor agrees to permit DSI and at least one employee
      of Preferred Registrant to be present at Depositor's facility to
      verify, audit and inspect the Deposit held by DSI to confirm the
      quality and/or content of the Deposit for the benefit of Preferred
      Registrant.  If DSI is present or is selected to perform the
      verification, DSI will be paid according to DSI's then current
      verification service hourly rates and any out of pocket expenses.



                                                                   Page 38 of 51
<PAGE>   29
Intel Confidential


26.   General.  DSI may act in reliance upon any instruction, instrument, or
      signature believed to be genuine and may assume that any employee
      giving any written notice, request, advice or instruction in connection
      with or relating to the Agreement has apparent authority and has been
      duly authorized to do so.  DSI may provide copies of the Agreement or
      account history information to any employee of Depositor or Preferred
      Registrant upon their request.  For purposes of termination or
      replacement, Deposit Material shall be returned only to Depositor's
      Designated Contact, unless otherwise instructed by Depositor's
      Designated Contact.

26.1  DSI is not responsible for failure to fulfill its obligations under the
      Agreement due to causes beyond DSI's control.

26.2  The Agreement is to be governed by and construed in accordance with the
      laws of the State of California.

26.3  The Agreement constitutes the entire agreement between the Parties
      concerning the subject matter hereof, and supersedes all previous
      contemporaneous, representations, understandings, and agreements, either
      oral or written, between the Parties. The Agreement may be amended only in
      writing signed by the Parties.

26.4  If any provision of the Agreement is held by any court to be invalid or
      unenforceable, that provision will be severed from the Agreement and any
      remaining provisions will continue in full force.

27.   Title to Media. Subject to the terms of the Agreement or License
      Agreement, title to the media, upon which the proprietary data is written
      or stored, is and shall be irrevocably vested in DSI.

28.   Termination of Rights. The Use License as described above will terminate
      in the event that the Agreement is terminated without the Use License
      transferring to Preferred Registrant.

29.   Fees. Fees are due upon receipt of signed contract, receipt of Deposit
      Material, or when service is requested, whichever is earliest. If invoiced
      fees are not paid within sixty (60) days of the date of the invoice, DSI
      may terminate the Agreement. If the payment is not timely received by DSI,
      DSI shall have the right to accrue and collect interest at the rate of one
      and one-half percent per month (18% per annum) from the date of the
      invoice for all late payments.

29.1  Renewal fees will be due in full upon the receipt of invoice unless
      otherwise specified by the invoice. In the event that renewal fees are not
      received thirty (30) days prior to the Expiration Date, DSI shall so
      notify Depositor and Preferred Registrant. If the renewal fees are not
      received by the Expiration Date, DSI may terminate the Agreement without
      further notice and without liability of DSI to Depositor or Preferred
      Registrant.



                                                                   Page 39 of 51
<PAGE>   30
Intel Confidential


29.2  DSI shall not be required to process any request for service unless the
      payment for such request shall be made or provided for in a manner
      satisfactory to DSI.

29.3  All service fees will be those specified in DSI's Fee and Services
      Schedule in effect at the time of renewal or request for service, except
      as otherwise agreed. For any increase in DSI's standard fees, DSI shall
      notify Depositor and Preferred Registrant at least ninety (90) days prior
      to the renewal of the Agreement. For any service not listed on the Fee and
      Services Schedule, DSI shall provide a quote prior to rendering such
      service.

<TABLE>
<CAPTION>
SYNCHRONICITY, INC.           INTEL CORPORATION        ESCROW AGENT
Depositor                     Preferred Registrant


<S>                           <C>                      <C>
________________              ___________________      ________________________
Signature                     Signature                Signature

________________              ___________________      ________________________
Printed Name                  Printed Name             Printed  Name

________________              ___________________      ________________________
Title                         Title                    Title

________________              ___________________      ________________________
Date                          Date                     Date
</TABLE>


                                                                   Page 40 of 51
<PAGE>   31
Intel Confidential


                    EXHIBIT A TO ADDENDUM D ("EXHIBIT A")
                              SOURCE CODE ESCROW
                          Account Number __________
                              Designated Contact


Notices, Deposit Material returns
and communication, including
delinquencies to Depositor should         Invoices to Depositor
be addressed to:                          should be addressed to:

DSI Name:   _________________             _________________________
Address:    _________________             _________________________

Designated                                Invoice Contact:_________
Contact:        _________________         _________________________
Phone Number:   _________________         _________________________
Facsimile:      _________________         _________________________

State of Incorporation: _______________________________________


Notices and communication,
including delinquencies to                Invoices to Preferred
Preferred Registrant should               Registrant
be addressed to:                          should be addressed to:

DSI Name:   _________________             _________________________
Address:    _________________             _________________________

Designated                                Invoice Contact:_________
Contact:        _________________         _________________________
Phone Number:   _________________         _________________________
Facsimile:      _________________         _________________________

Requests from Depositor or Preferred Registrant to change the Designated Contact
should be given in writing by the Designated Contact or an authorized employee
of Depositor or Preferred Registrant.


                                                                   Page 41 of 51
<PAGE>   32
Intel Confidential


Contracts, Deposit Material         Invoice inquiries and
and notices to DSI                  fee remittances to SYNCHRONICITY
should be addressed to:             should be addressed to:

DSI                                 SYNCHRONICITY
Attn: ________________________      Attn: _____________________________

______________________________      ___________________________________

______________________________      ___________________________________

Telephone:____________________      Telephone: ________________________

Facsimile:____________________      Facsimile: ________________________

Date:  _______________________      Date:  ____________________________


                                                                   Page 42 of 51
<PAGE>   33
Intel Confidential


                      EXHIBIT B TO ADDENDUM D ("EXHIBIT B")
                       DESCRIPTION OF DEPOSIT MATERIALS

Deposit Account Number ____________________________________

Depositor DSI Name     ____________________________________


DEPOSIT TYPE:_______Initial_______Supplemental_______Replacement

If Replacement:________Destroy Deposit_______Return Deposit

ENVIRONMENT:
Host System CPU/OS______________Version________________Backup_______________

Source System CPU/OS____________Version________________Compiler______________

Special
Instructions:___________________________________________________________________

________________________________________________________________________________

DEPOSIT MATERIAL:

Exhibit B Name_________________________________________Version_______________

<TABLE>
<CAPTION>
Item label description                    Media             Quantity
----------------------                    -----             --------
<S>                                       <C>               <C>


</TABLE>

<TABLE>
<S>                                    <C>
For Depositor, I certify that the      For DSI, I received the above
above described Deposit                described Deposit Material subject
Material was sent to DSI:              to the terms on the reverse side of this Exhibit:


By  ____________________________       By _______________________________


Print Name  ____________________       Print Name _______________________


Date____________________________       Date of Acceptance________________

                                       ISE____________EX. B#___________
</TABLE>

                                                                   Page 43 of 51
<PAGE>   34
Intel Confidential


OBLIGATIONS

Depositor, pursuant to a Technology Deposit Agreement ("Agreement"), hereby
deposits the Deposit Material into the Deposit Account by transferring it to
Data Securities International, Inc. ("DSI"). DSI is obligated to hold the
Deposit Material as called for in the Agreement between the Parties, and among
other things, not to disclose, divulge or otherwise make the Deposit Material
available, except pursuant to the Agreement.

DEFINITIONS

The initial Deposit will consist of all material initially supplied by Depositor
to DSI.

The Supplemental Deposit is Deposit Material which is to be added to the Deposit
Account.

The Replacement Deposit is Deposit Material, which is to replace existing
Deposit Materials as identified by any one or more Exhibit B(s) in the Deposit
Account.

DEPOSIT INSPECTION

Upon receipt of an Exhibit B and Deposit Material, DSI will be responsible only
for reasonably matching the labeling of the materials to the item descriptions
listed on the Exhibit B and validating the count of the materials to the
quantity listed on the Exhibit B. DSI will not be responsible for any other
claims made by the Depositor on the Exhibit B.

DEPOSIT ACCEPTANCE

Deposit Acceptance will occur when DSI concludes that the Deposit Material
Inspection is complete. Upon acceptance DSI will sign the Exhibit B and assign
it the next Exhibit B number and issue a copy of the Exhibit B to Depositor
within (10) days. If no Deposit Type is checked on the reverse by Depositor, the
Deposit Material will be deemed to be an Initial or Supplemental Deposit.

WARRANTY BY DEPOSITOR

Deposit Material will be proprietary data, typically deposited on computer
magnetic media, and other related materials of Depositor.

Depositor represents and warrants that it lawfully possesses all Deposit
Material, can transfer Deposit Material to DSI and has the authority to store
Deposit Material in accordance with the terms of the Agreement.

AMENDMENT

This document acts as an Amendment, if one is called for.


                                                                   Page 44 of 51
<PAGE>   35
Intel Confidential


                                  ADDENDUM E

                         PROTECTION OF INTEL'S ASSETS


Synchronicity agrees to safeguard Intel's classified (i.e., Intel Confidential,
Intel Secret, Intel Restricted Secret and Intel Top Secret) and proprietary
information set out in the body of the Parties' Agreement and relevant
Unescorted Access Application forms for badges. Synchronicity also agrees to use
and apply Intel's information protection methods stated below in this Addendum
in the performance of Synchronicity's work. Synchronicity agrees that this
performance standard applies to all Intel classified and proprietary
information, regardless of the medium (Intel's or Synchronicity's) in or on
which it is retained or communicated and to software that is licensed by Intel
for its internal use.

Synchronicity is not automatically granted access to Intel classified and
proprietary information, networks or software. However, authorization to use or
access Intel information, software, or telecommunications may be granted by the
Intel information owner if access is necessary and directly related to
Synchronicity's scope of work or duties. Unless specifically authorized,
Synchronicity may not use or access Intel classified or proprietary information
that may be happened upon or inadvertently discovered while performing work
under this Agreement. Neither may a Synchronicity or Synchronicity's employee
control an Intranet web site at Intel.

Synchronicity shall not modify Intel classified or proprietary information,
software, hardware, or telecommunications without the explicit permission of the
Intel employee responsible for the resource, with the exception of
contract-related requirements or resources that allow for individual
customization (e.g., Microsoft Windows user features). The Synchronicity's
employees, agents, or subcontractors may not disclose Intel classified or
proprietary information to their co-workers, except for disclosure to those
similarly bound to protect Intel's intellectual property with a need to know to
fulfill this Agreement.

                     INTEL INFORMATION PROTECTION METHODS

This section outlines Intel's minimum requirements for protection methods for
all Intel classified or proprietary information and software that the
Synchronicity's personnel may come in contact with. Intel recognizes that the
correct and proper protection of its information rests with its employees and
Synchronicitys who have been authorized access. FAILURE TO COMPLY WITH THESE
REQUIREMENTS WILL PROVIDE GROUNDS FOR IMMEDIATE TERMINATION OF THIS AGREEMENT BY
INTEL. Periodic updates to these protection methods can be found on Intel's
internal web at:

                    HTTP://WWW-INFOSEC.FM.INTEL.COM/POLICIES/

Upon reaching the above web site, refer to Policies for Employees and Procedures
for Employees. These protection methods may also be obtained through your
purchasing representative. For further information or questions, contact your
Intel management sponsor.


                                                                   Page 45 of 51
<PAGE>   36
Intel Confidential


                                  ADDENDUM F

                  ALCOHOL AND DRUG-FREE WORKPLACE DIRECTIVE

Intel is committed to fulfilling its legal and ethical responsibility to
maintain a safe and efficient working environment on Intel premises.
Synchronicity agrees that Intel may administer drug and alcohol tests at
Synchronicity's expense, in accordance with Intel's procedures, to all
Synchronicity employees or subcontractors (each a "Contractor") assigned to
Intel's facility and may bar access to all Intel facilities to any Contractor
who refuses to take such a test or fails to pass any test so administered per
the schedule outlined below.

When Intel or Synchronicity has a reasonable suspicion that a Contractor is
under the influence of alcohol or drugs while on Intel premises, Intel may
require Synchronicity to perform drug and/or alcohol testing of the Contractor
or remove the Contractor from Intel premises. "Reasonable suspicion" is present
when an observation of a change in a Contractor's behavior or such conduct
indicates a noticeable performance impairment to the observer.

If an Intel requested testing shows that the tested Contractor is under the
influence of alcohol or drugs in excess of the standard set forth below, that
Contractor shall be denied access to Intel premises and Synchronicity shall
return that Contractor's security badge (including duplicate picture badges,
Fab, AT, or other specialty access or permit badges and other property movement
badges) and other Intel property immediately to the nearest Intel security post.
Synchronicity shall also be responsible for prompt notification and removal of
any Contractor it may find to be in violation of Intel's Alcohol and Drug Free
Workplace Directive. Additionally, a corporate wide "no access" notation will be
placed in the Intel corporate security database and no Application for Waiver
will be considered by Intel.


<TABLE>
<CAPTION>
DRUGS                  SCREENING METHOD        CONFIRMATION METHOD
                       CUTOFF (IMMUNOASSAY)    CUTOFF (GC/MS)

<S>                    <C>                     <C>
Amphetemines           1000 ng/ml              500ng/ml

Cannabinoids           50 ng/ml                15 ng/ml

Cocaine                300 ng/ml               150 ng/ml

Opiates                300 ng/ml               300 ng/ml

Phencyclidine          25 ng/ml                25 ng/ml
</TABLE>


                                 Page 46 of 51
<PAGE>   37
Intel Confidential


                                  ADDENDUM G

                          CERTIFICATE OF ORIGINALITY


   This Addendum "G" must be completed by You when furnishing software material
   (program product or offering and related documentation, or other software
   material) for Intel.

   One Addendum "G" can cover one complete product, even if that product
   includes multiple modules. However, a separate Addendum "G" must be completed
   for the code and another for its related documentation (if any.)

   Please leave no questions blank. Write "not applicable" or "N/A" if a
   question is not relevant to the furnished software material.

**************************************************

1. Name of the software material (provide complete identification, including
   version, release and modification numbers for programs and documentation):



2. Was the software material or any portion thereof written by any party other
   than you, or your employees working within their job assignment?

   Yes ______           No  ______

   If Yes, provide the following information:

   (a) Indicate if the whole software material or only a portion thereof was
   written by such party, and identify such portion:

_______________________________________________________________________________

_______________________________________________________________________________

   (b) Specify for each involved party:

      (i)   Name:

            ___________________________________________________________________


      (ii)  Company:

            ___________________________________________________________________


      (iii) Address:

            ___________________________________________________________________

            ___________________________________________________________________


      (iv)  If the party is a company, how did it acquire title to the software
            material (e.g., software material was written by company's employees
            as part of their job assignment)?


                                                                   Page 47 of 51
<PAGE>   38
Intel Confidential


            ___________________________________________________________________

            ___________________________________________________________________

      (v) If the party is an individual, did s/he create the software material
          while employed by or under contractual relationship with another
          party?

          Yes  ______   No  ______

          If Yes, provide name and address of the other party and explain the
          nature of the obligations:

            ___________________________________________________________________

            ___________________________________________________________________



   (c) How did you acquire tittle to the software material written by the other
   party?

            ___________________________________________________________________

            ___________________________________________________________________


3. Was the software material or any portion thereof derived from any third
   party's pre-existing material(s)?

   Yes  ______    No  ______

   If Yes, provide the following information for each of the pre-existing
   materials:

   (a)    Name of the materials:

            ___________________________________________________________________

   (b)    Owner:

            ___________________________________________________________________


   (c) How did you get the right to use the pre-existing material (s) ?

            ___________________________________________________________________



4. Identify below, or in an attachment, any other circumstances which might
   affect Intel's ability to reproduce and market this software product,
   including:

   (a)    Confidentiality or trade secrecy of pre-existing materials:

            ___________________________________________________________________

            ___________________________________________________________________



                                                                   Page 48 of 51
<PAGE>   39
Intel Confidential

   (b) Known or possible royalty obligations to others:

   ____________________________________________________________________________

   ____________________________________________________________________________


   (c) Pre-existing material developed for another party or customer (including
   government) where you may not have retained full rights to the material:

   _____________________________________________________________________________

   _____________________________________________________________________________

   (d) Materials acquired from a person or company possibly not having title to
   them:

   _____________________________________________________________________________

   _____________________________________________________________________________

   (e) Other circumstances:

   _____________________________________________________________________________

   _____________________________________________________________________________





SYNCHRONICITY, INC.,


_________________________________
Signature

_________________________________
Name

_________________________________
Title

_________________________________
Date


                                                                   Page 49 of 51
<PAGE>   40
Intel Confidential


                                  ADDENDUM H

                     ASSIGNMENT OF INTELLECTUAL PROPERTY

In consideration of the disclosure of Intellectual Property and Confidential
Information of Intel and the compensation paid by Intel to Synchronicity, Inc.
with a place of business at 111 N. Market Street, Suite 440, San Jose, CA 95113
("Assignor") under the Intel Co-Development and License Agreement, Intel
Agreement No., with an Effective Date of September ___, 1999 (the "Agreement")
the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows:

Assignor has created or obtained exclusive title to the following work(s)
(hereinafter "Work") entitled:

1.

2.


In this Agreement, "Work" means all works, including literary works, pictorial,
graphic and sculptural works, architectural works, works of visual art, mask
works, and any other work that may be the subject matter of copyright
protection; advertising and marketing concepts; information; data; formulas;
designs; models; drawings; computer programs; including all documentation,
related listings, design specifications, and flowcharts, trade secrets, and any
inventions including all processes, machines, manufactures and compositions of
matter, and any other invention that may be the subject OF patent protection;
and all statutory protection obtained or obtainable thereon including those in
foreign countries.

The undersigned hereby assigns to Intel all right, title, and interest to all
Work created by Assignor arising out of or utilized by the Assignor in the
performance of the Agreement, and the ownership of the same shall be vested
solely in Intel. In respect to copyrights, this assignment shall be effective
for the entire duration of the copyrights and shall include, but not be limited
to all rights to derivative works. Assignor waives all rights of attribution,
and integrity for specific works created by Assignor under the Agreement in
respect of all marketing, advertising, and commercial uses thereof.

Assignor represents and warrants that the Work is original; that neither the
Assignor's interest in the Work nor the copyright therein is encumbered or
subject to any undisclosed lien or charge; and that Assignor is free to make the
present assignment and has no legal obligation or prior commitment which is
inconsistent with this Agreement.

SYNCHRONICITY, INC.

_________________________________
Signature

_________________________________
Name

_________________________________
Title

_________________________________
Date


                                                                   Page 50 of 51