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                                                                   Exhibit 10.14


                  INTERNATIONAL SOFTWARE DISTRIBUTION AGREEMENT
                               SYNCHRONICITY, INC.
                                201 FOREST STREET
                               MARLBORO, MA 01752
                                       USA

                           Telephone: +1- 508-485-4122
                              Fax: +1- 508-485-7514

This International Software Distribution Agreement (the "Agreement") is made and
entered into effective as of the 28th day of December, 1999 (the "Effective
Date"), by and between Synchronicity, Inc., a Massachusetts corporation having
its principal place of business as shown above ("Synchronicity"), on the one
part, and Itochu Corporation, a Japanese corporation with its Tokyo office at
5-1 Kita-Aoyama 2-chome, Minato-ku, Tokyo, Japan ("ITC"), and Itochu Techno
Science Corporation, a Japanese corporation with its principal place of business
at 11-5 Fujimi 1-chome, Chiyoda-ku, Tokyo 102, Japan ("Distributor"; together
with ITC collectively, "Distributor"), on the other part.


SECTION 1:  DEFINITIONS

         1.1.     "Authorized Hardware/Software Configurations"  are set forth
                  in Exhibit B.

         1.2.     "Authorized Reseller" is a subdistributor of Distributor's
                  right to market and distribute Products in the Territory who
                  has signed an agreement with Distributor sufficient to fulfill
                  Distributor's obligations to Synchronicity hereunder (except
                  any payment obligations of Distributor to Synchronicity which
                  shall be always honored and discharged by Distributor).

         1.3.     "End User" is any customer acquiring one or more copies of a
                  Product for the customer's own internal use.

         1.4.     "Evaluation Copies" are copies of the Products which will
                  automatically cease to function upon the expiration of a
                  stated period, i.e. which include a "Time Bomb," and which are
                  subject to the license granted in Section 3.1 of this
                  Agreement.

         1.5.     "First Line Support" is the activity of communicating with End
                  Users by telephone on the use, operation, installation,
                  configuration and implementation of the Products, assisting
                  End Users in the use and interpretation of Product
                  documentation, and passing on reports of errors and suspected
                  errors in the Products for Second Line Support.

         1.6.     "License Agreement" is an End User license agreement written
                  by Distributor in Japanese language with terms at least as
                  protective of Synchronicity's interests as the terms in
                  Synchronicity's end user license agreement as shown in Exhibit
                  A.

         1.7.     "Products" are those software products shown in Exhibit C, in
                  their most current versions, and the Japanese localized
                  version of the Products as developed by the parties in
                  accordance with Section 2 of this Agreement, including (i) its
                  modifications, enhancements, corrections or upgrades to the
                  Products to be furnished by Synchronicity to Distributor
                  hereunder; and (ii) documentation and any other related
                  materials described in Exhibit C attached hereto.
                  Synchronicity may amend Exhibit C of this Agreement from

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                  time to time upon ninety (90) days' prior written notice to
                  Distributor as updates or new releases of the Products are
                  provided.

         1.8.     "Second Line Support" is the maintenance activity to be
                  provided by Synchronicity to Distributors in connection with
                  the Products (i) bug fixing, modifying and correcting errors
                  in the Products and (ii) hot line support that will include,
                  without limitation in support of Distributor efforts to
                  support their End Users and, (iii) the release of updates and
                  upgrades of the Products for Distributor's provision of the
                  First Line Support to the End User.

         1.9.     "Support Agreement" is an annual support agreement to be
                  entered into by and between Distributor and the End User
                  written by Distributor in Japanese language with terms at
                  least as protective of Synchronicity's interest as
                  Synchronicity's Domestic support agreement shown in Exhibit I.
                  It also provides Product support of the Products through First
                  Line Support by Distributor.

         1.10.    "U.S. Version" is any Product based on English Language and
                  intended for distribution by Synchronicity in the United
                  States.

         1.11     "Territory" is the country of Japan.

SECTION 2: DEVELOPMENT OF JAPANESE VERSION

         2.1.     When and if so agreed upon in writing by the parties to this
                  Agreement, Distributor, with the cooperation of Synchronicity,
                  will undertake efforts to localize the Products for the
                  Japanese market, in accordance with a separate Localization
                  Development, Marketing and Distribution Agreement.

 SECTION 3:  GRANT OF RIGHT TO MARKET

         3.1.     Synchronicity hereby grants, and Distributor hereby accepts,
                  an exclusive, non-transferable right and license to use for
                  the purposes specified hereunder, sublicense, market,
                  distribute and support the Products to Authorized Resellers
                  and End Users located in the Territory for the End User's
                  internal use only and only pursuant to an effective written
                  License Agreement, that is signed or otherwise accepted by End
                  User in a manner chosen by Distributor. Synchronicity also
                  grants to Distributor an exclusive, non-transferable license
                  to use (and to sublicense its Authorized Resellers to use) of
                  up to ten (10) copies of the Products necessary for
                  evaluation, demonstration and training purposes in accordance
                  with the License Agreement (the "Not-for-Resale Copies"). The
                  Not-for-Resale Copies shall not count towards any sales
                  benchmarks or royalty payments due Synchronicity.
                  Synchronicity shall not appoint any other entity as a
                  distributor in Japan and shall not distribute the products in
                  Japan directly or indirectly during the term of this
                  agreement.

                  3.1.1    Synchronicity and Distributor have established target
                           revenue plan for the Products during the period
                           commencing from the Effective Date and ending on
                           December 31, 2001 as set forth in Exhibit E attached
                           hereto and incorporated herein by reference (the
                           "Revenue Plan"), and Distributor shall use
                           commercially reasonable efforts to meet the Revenue
                           Plan. Notwithstanding anything contained herein to
                           the contrary and for avoidance of doubts,
                           Synchronicity and Distributor acknowledge and agree
                           that the Revenue Plan shall not be construed

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                           as creating any legally binding obligation of
                           Distributor to purchase those amount of the Products.

         3.2.     In order to be eligible for the Product Support set forth in
                  Section 4 or the Product warranty set forth in Section 8, the
                  Products must be run on Authorized Hardware/Software
                  Configurations.

         3.3.     The Products are supplied to Distributor solely for the
                  purposes set forth in this Agreement. Distributor is
                  authorized to use and distribute the Products to Authorized
                  Resellers and End Users solely for such purposes, and may not
                  reproduce or modify the Products except as otherwise
                  specifically provided herein. Distributor shall have no right
                  to market or service products developed by Synchronicity other
                  than the Products in Exhibit C.

                  3.3.1.   During the term of this agreement Synchronicity shall
                           notify Distributor of the release of any new
                           Synchronicity product. Distributor shall have thirty
                           (30) days from the date of such notice to enter into
                           an amendment to this Agreement which adds the new
                           product to Exhibit C.

                  3.3.2.   If the parties do not enter into a mutually agreed
                           upon amendment to this Agreement, as provided in
                           Section 3.3.1 above, within the thirty (30) day
                           period, Synchronicity shall have no further
                           obligation to Distributor with respect to such
                           product and shall have no restriction on its
                           development or distribution for or within Japan or
                           otherwise.

         3.4.     Distributor acknowledges that its rights under this Agreement
                  are exclusive only within the geographic borders of Japan.
                  Synchronicity reserves the right to license Products to other
                  agents, distributors, value added resellers, original
                  equipment manufacturers, end users and other parties, located
                  outside Japan, provided, however, that Synchronicity shall not
                  appoint any other distributors, value added resellers, system
                  integrators or original equipment manufactures for
                  distribution of the Products in the Territory and shall not
                  distribute, market or license the Products to the End User,
                  directly or indirectly, in the Territory during the term of
                  this Agreement.

         3.5      Distributor may engage any Authorized Reseller in the
                  Territory to market and resell the Products to the End User
                  located within the Territory; provided, however, that
                  Distributor shall (i) cause Authorized Reseller to abide by
                  all the terms, conditions and provisions of this Agreement to
                  be performed on the part of Distributor (except any payment
                  obligations of Distributor to Synchronicity which shall be
                  always honored and discharged by Distributor) and (ii) be
                  responsible to Synchronicity for any act or omission of its
                  Authorized Reseller in violation of any such terms,
                  conditions, or provisions of this Agreement.

SECTION 4:  PRODUCT SUPPORT AND TECHNICAL TRAINING

         4.1.     Distributor agrees to provide First Line Support to End-Users
                  of the Products. The Support Agreement must, among other
                  things, clearly state that the agreement is assignable to
                  Synchronicity (or Synchronicity's designee) upon termination
                  of Distributor's right to provide First Line Support to End
                  User.

         4.2.     Distributor agrees to provide the marketing, sales, technical
                  support and staffing for the Products as set forth on Exhibit
                  D

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                  * 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.


         4.3.     Synchronicity will provide support to Distributor by
                  telephone, fax, the Internet or electronic mail during
                  Synchronicity's normal business hours for the purposes of
                  supporting End Users and Authorized Resellers. Distributor
                  will designate two (2) primary contacts to handle all contact
                  with Synchronicity.

         4.4.     Synchronicity shall make available all upgrades, updates and
                  enhancements specified in the end user licensing agreement for
                  US version Products.

         4.5.     Synchronicity shall provide Second Line Support to
                  Distributor.

SECTION 5:  PRICE, PAYMENT TERMS, AND RECORDS

         5.1.     In consideration of the exclusive license granted to
                  Distributor described in Section 3 above, Distributor shall
                  pay to Synchronicity a pre-payment license fee (the
                  "Pre-Payment License Fee") for the Products in the amount of *
                  Dollars (USD *) with a payment structure as follows:

                  (i)      *Dollars (USD *) payable within 45 days of completion
                           of this agreement, receipt of which is hereby
                           acknowledged by Synchronicity.

                  (ii)     * Dollars (USD *) payable by March 31, 2000.

                  (iii)    * Dollars (USD *) payable by June 30, 2000.

                  (iv)     * Dollars (USD *) payable by September 29, 2000.

                  (v)      * Dollars (USD *) payable by December 29, 2000.

                  (vi)     * Dollars (USD *) payable by March 30, 2001.

                  (vii)    * Dollars (USD *) payable by June 29, 2001.

                  (viii)   * Dollars (USD *) payable by September 28, 2001.

                  (ix)     * Dollars (USD *) payable by December 29, 2001

                  The Pre-Payment License Fee shall be applied as a credit
         against all future license fees for the Products payable by Distributor
         to Synchronicity pursuant to Section 5.2 of this Agreement.

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                  * 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.

         5.2.     The license fees to be paid by Distributor for Products shall
                  be determined by reference to Synchronicity's US Domestic
                  Pricing and Configuration Schedule, set forth in Exhibit B
                  hereto, less a * discount. The prices set forth in Exhibit B
                  may be amended from time to time by Synchronicity upon ninety
                  (90) days' prior written notice. All Not-for-Resale Copies of
                  Products used by Distributor or its Authorized Resellers for
                  evaluation, demonstration, support and training shall not be
                  subject to a fee. The license fee for other internal use of
                  the Products (other than evaluation, demonstration, support
                  and training) shall be in accordance with Exhibit B. In
                  addition, distributor will be granted the right to convert
                  remaining inventory of DesignSync and ProjectSync licenses
                  held on December 31, 1999 to other product license types of
                  equal cost as specified in Exhibit C.

         5.3.     If there is an increase in prices set forth in Exhibit B
                  attached hereto, then all End User orders for Products
                  received by Distributor and not yet shipped prior to the
                  effective date of the price increase are not subject to such
                  price increase. And, if Distributor shall deliver to
                  Synchronicity a copy of the quotation furnished to its
                  potential End Users no later than five (5) business days after
                  the receipt of notice for the price increase and Distributor
                  has received firm order from such End Users within ninety (90)
                  days after the effective date of such price increase, ex-price
                  shall apply to such orders. If there is a price decrease then
                  all End User orders for a Products received by Distributor and
                  not yet shipped prior to the effective date of the price
                  decrease will be subject to such price decrease.

         5.4.     All payments to Synchronicity shall be in U. S. dollars, and
                  are due within thirty (30) days after receipt of an invoice
                  issued by Synchronicity for the full amount owed for the
                  delivered Products. Except for the withholding income tax
                  assessed by the Japanese tax officer on the payments by
                  Distributor to Synchronicity hereunder, payments will be
                  conducted via cable transfer of funds to the bank account
                  specified by Synchronicity. Prices listed are exclusive of any
                  shipping costs, import duties, sales, use, value-added,
                  privilege, excise, or similar taxes or duties levied upon
                  Synchronicity, or any other charges or assessments established
                  by any government agency in Japan, that are based upon
                  licensing of the Products pursuant to this Agreement, all of
                  which shall be paid by Distributor. Synchronicity acknowledges
                  and agrees that the payment pursuant to this Agreement shall
                  be subject to the withholding income tax based on (i) Sections
                  161-7-2, 178, 179-1, and 212 of the Income Tax Laws of Japan,
                  and (ii) Article 14 of the Tax Convention between U.S.A. and
                  Japan (the "USA/Japan Tax Convention"). Distributor shall (i)
                  withhold such tax from the payment to Synchronicity, (ii) pay
                  such tax to the Japanese tax authority on behalf of
                  Synchronicity, and (iii) transmit to Synchronicity an official
                  tax receipt issued by the Japanese tax authority after such
                  tax payment. Synchronicity shall execute and deliver to
                  Distributor an appropriate application form and Distributor
                  shall execute such application form and file it with a
                  competent tax office in Japan in order to reduce an applicable
                  tax rate of withholding income tax in accordance with the
                  USA/Japan Tax Convention.

         5.5.     Distributor shall prepare and maintain complete and accurate
                  books and records documenting the licensing and servicing of
                  Products and any compensation received therefrom.

         5.6.     During the term of this Agreement and for a period of one year
                  thereafter, Synchronicity shall have the right, at its expense
                  and upon reasonable notice, to examine or have examined by an
                  accountant Distributor's books and records in connection with
                  the distribution of the Products under this Agreement during
                  the Distributor's normal business hours and without
                  interrupting Distributor's business no more than once
                  annually, in order to determine and verify performance under
                  this Agreement.

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         5.7.     In the event that Distributor at any time during the term of
                  this Agreement has outstanding payables to Synchronicity more
                  than one hundred twenty (120) days past due aggregating to 10%
                  of the total account balance, Synchronicity may elect, at its
                  discretion, to send notice of default of this contract to
                  Distributor and it shall be considered a material breach of
                  this Agreement. Additionally, any funds due Synchronicity from
                  Distributor over ninety (90) days past due will be subject to
                  an annual interest rate of 18%.

SECTION 6:  SALES COLLATERAL AND TRADEMARKS

         6.1.     Synchronicity will provide Distributor with up-to-date
                  electronic copies of all sales collateral, documentation, or
                  other promotional materials for Distributor's use in marketing
                  the Products. Distributor may purchase printed versions of
                  these materials as required at Synchronicity's reproduction
                  costs plus reasonable mark-up for administrative overhead.
                  Synchronicity may prohibit the use of any materials, which
                  include trademarks, which Synchronicity has not successfully
                  registered in Japan. Such materials may not be changed or
                  modified without the prior consent of Synchronicity.

         6.2.     All packaging, documentation and promotional materials
                  prepared by Distributor shall be subject to Synchronicity's
                  prior written approval, which approval shall be given within
                  five (5) business days after receipt of a sample and shall not
                  be unreasonably withheld. Synchronicity will provide
                  Distributor with copies of appropriate trademarks, trade
                  names, logos and identifying slogans (hereafter the "Marks"),
                  as described in Exhibit H attached hereto, in a format
                  suitable for incorporation into Distributor's packaging,
                  documentation and promotional materials so approved. Such
                  Marks may vary from the Marks utilized by Synchronicity in
                  jurisdictions other than the Territory.

         6.3.     Distributor will not remove, alter, cover, or obfuscate any
                  copyright notice, Mark or other proprietary rights, notice
                  placed by Synchronicity on the Products or any copy or portion
                  thereof. Distributor acknowledges that the Marks used by
                  Synchronicity or by Distributor in relation to the Products,
                  whether registered or not registered, belong exclusively to
                  Synchronicity. Distributor will, during the term of this
                  Agreement, use the Marks solely in connection with the
                  promotion and marketing of the Products and Synchronicity
                  hereby grants to Distributor, during the term of this
                  Agreement, a non-exclusive, nontransferable right to use and
                  reproduce the Marks solely for the purposes of promoting and
                  marketing the Products as authorized herein. Distributor will
                  accompany each use of the Marks with a conspicuous notation
                  that the Marks are owned by Synchronicity and any other
                  proprietary legend that Synchronicity determines reasonably
                  necessary to protect its rights herein. Distributor shall not
                  use the Marks in conjunction with the promotion or marketing
                  of services to be performed by Distributor except to the
                  extent necessary to indicate Synchronicity as the source of
                  training materials and only with Synchronicity's prior written
                  approval of such use. Distributor will not register any of the
                  Marks or any other mark, sign, symbol, design, device or
                  trademark used in relation to the Products. All rights which
                  may accrue to Distributor in relation to the Marks or any
                  other mark, sign, symbol, design, device or trademark used in
                  relation to the Products are understood to be the property of
                  Synchronicity, and Distributor agrees that, at Synchronicity's
                  request, Distributor will, at Synchronicity's expense, take
                  reasonable steps as are necessary to perfect such rights.

         6.4.     Distributor hereby acknowledges that Synchronicity has the
                  exclusive rights to license the use of the Marks and that by
                  reason of Distributor's use of the Marks under this Agreement,
                  it shall not acquire ownership of the Marks or any part
                  thereof. All use of the marks by Distributor shall inure to
                  Synchronicity's benefit.

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         6.5.     Upon termination of this Agreement, Distributor shall cease
                  all use of the Marks, except as necessary under Section 11.3.3

SECTION 7:  OTHER DISTRIBUTOR OBLIGATIONS

         7.1.     In addition to other terms and conditions set forth in this
                  Agreement, Distributor agrees as follows:

                  7.1.1.   By the fifteenth working day following the close of
                           each quarter, Distributor shall supply to
                           Synchronicity the following reports for the previous
                           calendar month: all shipments of Products to
                           Authorized Resellers and End Users; all orders
                           received for Products; all Authorized Resellers and
                           End User training conducted using Synchronicity
                           training materials; and consulting engagements
                           conducted using Synchronicity Process methodology.

                  7.1.2.   By the fifteenth working day following the close of
                           each quarter, Distributor shall promptly supply to
                           Synchronicity all new End User, for the purposes of
                           the calendar quarter, identifying information,
                           including name, location, division or group, name of
                           primary technical contact, all Passport
                           identification information as specified in the
                           License Agreement and a copy of the executed License
                           Agreement.

                  7.1.3.   Distributor shall promptly inform Synchronicity in
                           writing of all inquiries for the Products outside the
                           Territory.

                  7.1.4.   Distributor shall not export the Products in
                           violation of the export control laws of the United
                           States or of any other country, and agrees to
                           indemnify Synchronicity for any breach of this
                           warranty.

SECTION 8:  SYNCHRONICITY WARRANTY AND INDEMNITY

         8.1.     Synchronicity hereby warrants that it has the right to enter
                  into this Agreement and to grant the licenses and distribution
                  rights hereunder. Synchronicity agrees, at its expense, to
                  defend or, at its option, to settle any and all claim, action,
                  suit or proceeding brought against Distributor or ITI USA (as
                  defined in Section 13 below) Authorized Reseller and/or End
                  User (collectively, "Indemnitee") alleging that the
                  Distributor's use of the Products pursuant to this Agreement
                  infringes any United States or Japanese patents, copyrights,
                  trade marks, trade names or any other proprietary rights of
                  any third party, and to indemnify Indemnitee against any and
                  all claims, actions, suits, proceedings, losses, damages,
                  liabilities and expenses (including attorneys' fees) assessed
                  against Indemnitee or incurred by Indemnitee arising out of
                  such infringement, provided: (a) Distributor notifies
                  Synchronicity promptly and in writing that any such claim,
                  action or suit is threatened or has been brought; (b)
                  Synchronicity has the right to assume the defense of such
                  claim, action or suit with counsel selected by Synchronicity;
                  and (c) Synchronicity receives Distributor's full and complete
                  cooperation in the defense of such claim, action or suit.
                  Synchronicity shall have no liability for costs incurred or
                  settlements made without its consent.

         8.2.     In the event of any such claim, action or suit, Synchronicity
                  shall have the right, at its option, to either:

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                  8.2.1.   procure for Distributor and its End Users the right
                           to continue using and selling the Products,

                  8.2.2.   modify the Products so that they are non-infringing
                           to the extent that such functions of the Products are
                           maintained, or

                  8.2.3.   withdraw the Products.

         8.3.     In the event any Product is withdrawn, Distributor agrees to
                  cooperate with Synchronicity in the retrieval of such Product.
                  Synchronicity's sole liability to Distributor in such event
                  shall be to refund all amounts paid by Distributor to
                  Synchronicity for such Product.

         8.4.     Synchronicity does not warrant that the functions contained in
                  a Licensed Program will meet an End User's requirements or
                  that the operation of a Product will be error free. For ninety
                  (90) days from the date of delivery of the Products to End
                  Users by Distributor and provided that Products are run
                  exclusively on Authorized Hardware/Software Configurations,
                  Synchronicity warrants that the Products will perform as
                  described in the License Agreement in Exhibit A. If the
                  Product fails to perform as warranted, Distributor shall
                  notify Synchronicity of the problem with specificity, and
                  Synchronicity shall make reasonable efforts to remedy the
                  problem. If Synchronicity's efforts to remedy a problem are
                  unsuccessful, Distributor acknowledges and agrees that
                  Synchronicity's sole and exclusive obligations hereunder to
                  Distributor and its Authorized Resellers and End Users will be
                  limited to the replacements of defective media of the Product,
                  or to a refund to Distributor of the license fee paid by
                  Distributor pursuant to Section 5.2 above. Before returning
                  the Product to Synchronicity for replacement, Distributor must
                  first obtain a return merchandise authorization (RMA) from
                  Synchronicity's technical support function. Furthermore,
                  Synchronicity does not warrant any part of any Product that is
                  derived or licensed from a third party licensor if such third
                  party has not warranted, assumed liability of or provided
                  support to Synchronicity for such third party product.

         8.5.     THE FOREGOING LIMITED WARRANTY OF SYNCHRONICITY IS IN LIEU OF
                  ALL OTHER WARRANTIES OF SYNCHRONICITY, EXPRESS OR IMPLIED,
                  WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION,
                  WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR
                  FITNESS FOR A PARTICULAR PURPOSE.

         8.6.     Notwithstanding anything in this Section 8, Synchronicity
                  shall not be liable for any damages caused by:

                  8.6.1.   any claim of infringement resulting in any way from
                           operating Products on other than Authorized Hardware/
                           Software Configurations;

                  8.6.2.   the use of the Products with infringing software or
                           data, or from modifications made to the software by
                           Distributor pursuant to the development effort set
                           forth in Section 2 of this Agreement.

                  8.6.3.   any modification of the Products provided by
                           Synchronicity by any person other than Synchronicity
                           without Synchronicity's approval.

         8.7.     THIS SECTION 8 STATES THE ENTIRE LIABILITY OF SYNCHRONICITY
                  FOR PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL
                  PROPERTY RIGHT INFRINGEMENT OR FOR ANY BREACH OF WARRANTY,
                  EXPRESS OR IMPLIED.

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         8.8.     EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO SECTION 8.1 OF THIS
                  AGREEMENT, SYNCHRONICITY AGREES TO INDEMNIFY DISTRIBUTOR
                  AGAINST CLAIMS RESULTING FROM SYNCHRONICITY'S BREACH OF THE
                  WARRANTIES SET FORTH IN THIS SECTION 8, BUT IN NO EVENT SHALL
                  SYNCHRONICITY BE LIABLE TO DISTRIBUTOR OR TO ANY END USER FOR
                  ANY LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE OF HARDWARE,
                  OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES OF DISTRIBUTOR, ANY END USER OR ANY OTHER THIRD PARTY.
                  No action may be brought by Distributor against Synchronicity
                  beyond two (2) years after the cause of action has arisen or
                  should have arisen.

SECTION 9:  DISTRIBUTOR WARRANTY AND INDEMNITY

         9.1.     Distributor hereby warrants that it has the right to enter
                  into this Agreement. Distributor agrees to indemnify
                  Synchronicity against any and all losses, damage or liability
                  assessed against Synchronicity or incurred by Synchronicity
                  arising out of or in connection with any claim that any
                  portion of the Products developed by Distributor pursuant to
                  Section 2 hereunder (but not the portions of the Products that
                  remain unmodified from the Products delivered by Synchronicity
                  hereunder) infringe a patent, trademark, copyright or other
                  intellectual property right, provided: (a) Synchronicity
                  notifies Distributor promptly and in writing that any such
                  claim, action or suit is threatened or has been brought; (b)
                  Distributor has the right to assume the defense of such claim,
                  action or suit with counsel selected by Distributor; and (c)
                  Distributor receives Synchronicity's full and complete
                  cooperation in the defense of such claim, action or suit.
                  Distributor shall have no liability for costs incurred or
                  settlements made without its consent.

         9.2.     Distributor agrees to indemnify Synchronicity against any and
                  all losses, damage or liability assessed against Synchronicity
                  or incurred by Synchronicity arising out of or in connection
                  with any claim asserted against Synchronicity with respect to
                  Distributor's sales, marketing, support, distribution or
                  services of the Products hereunder, provided: (a)
                  Synchronicity notifies Distributor promptly and in writing
                  that any such claim, action or suit is threatened or has been
                  brought; (b) Distributor has the right to assume the defense
                  of such claim, action or suit with counsel selected by
                  Distributor; and (c) Distributor receives Synchronicity's full
                  and complete cooperation in the defense of such claim, action
                  or suit. Distributor shall have no liability for costs
                  incurred or settlements made without its consent. Nothing in
                  this Section shall effect Synchronicity's liability to
                  Distributor pursuant to Section 8 of this Agreement.

         9.3.     THIS SECTION 9 STATES THE ENTIRE LIABILITY OF DISTRIBUTOR FOR
                  PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY
                  RIGHT INFRINGEMENT OR FOR ANY BREACH OF WARRANTY, EXPRESS OR
                  IMPLIED.

         9.4.     DISTRIBUTOR AGREES TO INDEMNIFY SYNCHRONICITY AGAINST CLAIMS
                  RESULTING FROM DISTRIBUTOR'S BREACH OF THE WARRANTIES SET
                  FORTH IN THIS SECTION 9, BUT IN NO EVENT SHALL DISTRIBUTOR BE
                  LIABLE TO SYNCHRONICITY FOR ANY LOSS OF PROFITS, REVENUE OR
                  BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES OF SYNCHRONICITY. No action may be brought by
                  Synchronicity against Distributor beyond two (2) years after
                  the cause of action has arisen or should have arisen.

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SECTION 10:  PROPRIETARY & CONFIDENTIAL INFORMATION

         10.1.    Distributor recognizes that Synchronicity is the owner of the
                  Products licensed under this Agreement, the results of the
                  development performed hereunder by or on behalf of either
                  party, and all copies thereof, and of all copyright, trade
                  secret, patent and other intellectual or industrial property
                  rights therein, all of which are valuable property of
                  Synchronicity. To the extent necessary for Synchronicity to
                  own the entire right, title and interest in and to the results
                  of any development performed by Distributor under Section 2
                  hereof, in relation to the Products, Distributor does hereby
                  assign and agree to assign to Synchronicity, all that right,
                  title and interest in and to any such development, such
                  assignment occurring as soon as capable of taking place in law
                  or equity. Distributor shall obligate all persons employed or
                  engaged by Distributor to perform any such development under
                  Section 2 hereof to provide to Distributor, which shall supply
                  to Synchronicity at no additional charge, all such
                  assignments, rights and covenants as are deemed appropriate by
                  Synchronicity to assure and perfect such assignment.

         10.2.    Distributor shall take all reasonable measures to assist
                  Synchronicity in maintaining its proprietary rights. Such
                  measures shall include using diligent efforts to prevent End
                  Users from copying or using the Products outside the scope of
                  this Agreement or the License Agreement. In the event of any
                  violations or suspected violations of such provisions,
                  Distributor shall immediately notify Synchronicity and
                  Distributor will, at Synchronicity's expense, assist
                  Synchronicity in enforcing Synchronicity's proprietary
                  interest in the Products.

         10.3.    Distributor hereby acknowledges and agrees that Synchronicity
                  in any case has the right to enforce and protect its own
                  rights in the Products directly against any and all parties,
                  including, without limitation, End Users.

         10.4.    Except as specifically provided in this Agreement, neither
                  Distributor nor any End User is authorized to modify, enhance
                  or otherwise change the Products, including documentation and
                  any other related materials described in Exhibit C, without
                  the prior written consent of Synchronicity.

         10.5.    Distributor shall not cause or permit disclosure, copying,
                  display, loan, publication, transfer of possession (whether by
                  sale, exchange, gift, operation of law or otherwise) or other
                  dissemination of the Products, in whole or in part, to any
                  third party, except as permitted in this Agreement.

         10.6.    In any distribution of the Products, Distributor will preserve
                  and respect Synchronicity's copyright, trade secret, patent,
                  proprietary and/or other legal notices contained on or in
                  copies of the Products.

         10.7.    Distributor will maintain appropriate records relating to the
                  disposition and use of all copies of Products.

         10.8.    Distributor shall not disassemble or reverse compile any
                  Product or portion thereof, nor create any derivative works
                  thereof other than those specifically provided for hereunder,
                  except as permitted by applicable law, and to the extent that
                  Synchronicity is not permitted by such law to exclude or limit
                  such rights. Neither shall Distributor bypass any security
                  device provided with the Products.

         10.9.    Each party shall keep confidential any confidential or
                  proprietary information of the other party received from the
                  other party in writing and appropriately marked to indicate
                  its confidential or proprietary nature. If the disclosure is
                  oral, the information disclosed shall

                                    Page 10
<PAGE>   11
                  be identified as confidential and/or proprietary at or prior
                  to such oral disclosure, and the information disclosed is
                  reduced to writing and transmitted to the other party within
                  thirty (30) days of such oral disclosure. Neither party shall
                  have the obligation of confidentiality set forth in this
                  Section 10.9 if the confidential or proprietary information is
                  or becomes:

                  (i)    already known to receiving party; or

                  (ii)     publicly available through no fault of receiving
                           party; or

                  (iii)    independently developed by receiving party without
                           access to such information; or

                  (iv)     required to be disclosed pursuant to any statutory or
                           regulatory provision or court order.

                  (v)      received by receiving party without confidential
                           obligations or restrictions on use.

SECTION 11:  TERM AND TERMINATION OF AGREEMENT

         11.1.    The term of this Agreement shall enter into full force and
                  effect on the Effective Date and shall remain in force through
                  the Satisfactory Delivery Date and ends on December 31, 2001.
                  This Agreement shall automatically extend on a year to year
                  basis unless either party shall give written notice of
                  non-renewal to the other party, for cause or without cause,
                  not less than ninety (90) days prior to the expiration of the
                  then current term.

         11.2.    This Agreement may be terminated as follows:

                  11.2.1.  Except as otherwise herein provided, either party may
                           terminate this Agreement upon the other party's
                           failure to cure a default (including the failure to
                           make any of the prepayments or payments provided for
                           in Section 5) under this Agreement within thirty (30)
                           days of receipt of notice of default. Notwithstanding
                           the foregoing, Synchronicity may terminate this
                           Agreement immediately, upon written notice to
                           Distributor, if Distributor violates any terms and
                           conditions of or relating to Synchronicity's
                           proprietary rights or to United States export control
                           laws.

                  11.2.2.  If either party shall have ceased business, been
                           adjudged bankrupt or insolvent under the laws of any
                           relevant jurisdiction, made an assignment for the
                           benefit of creditors, or filed, or had filed against
                           it, a petition of bankruptcy, reorganization or other
                           insolvency proceeding, the other party may terminate
                           the Agreement upon written notice.

                  11.2.3.  If there should be any transfer of a controlling
                           interest in Distributor, Synchronicity may terminate
                           this Agreement upon thirty (30) days' written notice,
                           where such change, in the judgment of Synchronicity,
                           substantially impairs Distributor's ability to
                           perform its obligations pursuant to this Agreement.

                  11.2.4.  If either party chooses to terminate this Agreement
                           as set forth in Section 11.1 above.

                                    Page 11
<PAGE>   12
         11.3.    Upon termination or expiration of this Agreement, the duties
                  and rights of the parties shall be as follows:

                  11.3.1.  Distributor's right and license to market the
                           Products shall terminate and, except as provided
                           herein, Distributor shall immediately stop marketing
                           and using the Products, and shall cease to provide
                           Authorized Resellers and End Users with First Line
                           Support. Distributor shall immediately return to
                           Synchronicity all Products as well as all technical
                           and marketing materials relating to the Products and
                           all copies thereof. Distributor shall promptly return
                           to Synchronicity any confidential information
                           belonging to Synchronicity.

                  11.3.2.  Within ninety (90) days of termination or expiration
                           of this Agreement, a duly authorized officer of
                           Distributor shall certify in writing that all
                           Products and all technical and marketing materials
                           relating to the Products have been returned to
                           Synchronicity.

                  11.3.3.  Distributor shall have ninety (90) days to complete
                           sales to potential Authorized Resellers and End Users
                           contacted by Distributor prior to the date of
                           termination or expiration of this Agreement. During
                           this time, Synchronicity shall continue to provide
                           Distributor with Second Line Support in accordance
                           with Section 4 in order to assist Distributor in
                           completing sales to potential Authorized Resellers
                           and End Users contacted by Distributor prior to the
                           termination or expiration date.

                  11.3.4.  Within ninety (90) days of termination or expiration
                           of this Agreement, Distributor shall pay
                           Synchronicity all sums due and owing under this
                           Agreement on or prior to the effective date of such
                           termination. IN NO EVENT SHALL EITHER PARTY BE
                           REQUIRED TO PAY THE OTHER PARTY ANY DAMAGES OR
                           SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
                           OUT OF THE TERMINATION OR EXPIRATION OF THIS
                           AGREEMENT.

                  11.3.5.  All Product Support Agreements relating to the
                           Products between Distributor and End Users in effect
                           at the time of termination or expiration of this
                           Agreement shall at Synchronicity's request be
                           assigned by Distributor to Synchronicity (or its
                           designee), which shall thereupon assume the
                           performance of Distributor's First Line Support
                           obligations to each End User that has paid all fees
                           and charges due pursuant to such Product Support
                           Agreement (but not to any End User that has not paid
                           all such fees and charges).

                  11.3.6.  Termination or expiration of this Agreement shall not
                           terminate or cancel any sublicense to the Products
                           granted by Distributor or Authorized Resellers to End
                           User hereunder prior to the termination or expiration
                           of this Agreement.

SECTION 12:  GENERAL PROVISIONS

         12.1.    The parties agree to cooperate fully in exchanging all
                  consents, information and documents which may be reasonably
                  necessary in fulfilling the terms of this Agreement, including
                  such information and documents required under Japanese laws
                  and regulations.

         12.2.    This Agreement shall not create and shall not be construed as
                  creating any relationship of agency, partnership, joint
                  venture, or employment between the parties. Synchronicity and
                  Distributor enter this Agreement as and shall remain
                  independent parties.

                                    Page 12
<PAGE>   13
         12.3.    Neither party shall have the right or authority to assume,
                  create or enlarge any obligation or commitment on behalf of
                  the other party and shall not represent itself as having the
                  authority to obligate or bind the other party in any manner
                  except as provided for in this Agreement.

         12.4.    All notices or other communications given by either party to
                  the other under this Agreement shall be in writing and shall
                  be personally delivered or sent by registered or certified
                  mail, return receipt requested, to the other party at this
                  address set forth above or such other address as a party may
                  subsequently designate in writing. Notices shall be effective
                  upon receipt.

         12.5.    Neither party may assign, delegate or otherwise transfer any
                  of its rights or obligations under this Agreement without the
                  prior written consent of the other party. No assignment,
                  delegation, transfer or any attempt thereof in violation of
                  the foregoing shall be effective without such prior written
                  consent of the other party. This Agreement shall be binding
                  upon and inure to the benefit of the parties and their
                  respective successors, administrators, heirs, and assigns.

         12.6.    This Agreement, including all referenced and attached
                  Exhibits, supersedes all prior and contemporaneous agreements,
                  representations, negotiations, and understandings, including
                  oral representations, between the parties relating to this
                  Agreement, and is intended by the parties as a complete and
                  exclusive statement with respect to the subject matter hereof.
                  This Agreement may be modified only in a written instrument
                  executed by the authorized representatives of the parties. In
                  case of any discrepancy between this Agreement and any other
                  documents, the terms of this Agreement shall prevail.

         12.7.    No waiver of any provision of this Agreement shall be
                  effective unless in writing and signed by the authorized
                  representative of a party against whom the waiver is sought to
                  be enforced. Waiver of breach of any provision of this
                  Agreement on any occasion shall not be deemed a waiver of that
                  provision or of any other provision on any other occasion, nor
                  shall such waiver affect the right of either party to
                  terminate this Agreement. The remedies herein reserved shall
                  be cumulative and additional to any other remedies in law or
                  equity.

         12.8.    Because unauthorized use or transfer of the Products, or any
                  information contained therein, may diminish substantially the
                  value of such materials and irrevocably harm Synchronicity, if
                  Distributor breaches any of its obligations under this
                  Agreement, Synchronicity (without limiting its other rights or
                  remedies) shall be entitled to injunctive and/or equitable
                  relief, in addition to other remedies afforded by law, to
                  protect its interests.

         12.9.    In case of a dispute arising from the interpretation or
                  enforcement of patents, trademarks or copyrights, the parties
                  agree to submit to the exclusive jurisdiction of the United
                  States District Court for the District of Massachusetts,
                  located in Boston, Massachusetts, USA. All other disputes
                  shall be submitted exclusively to the rules then in effect of
                  Conciliation and Arbitration of the International Chamber of
                  Commerce. Such arbitration shall be held in the city and
                  country where the respondent resides. The arbitrator(s) shall
                  decide the matters submitted to them based upon the evidences
                  presented and the terms of this Agreement and arbitrator(s)
                  shall issue a written award which shall state the basis of the
                  award and include findings of fact and conclusions of law. The
                  award of the arbitration shall be final, non-appealable and
                  binding upon the parties and their respective successors and
                  permitted assigns. Judgment upon the award may be entered in
                  any court having the jurisdiction thereof. This Agreement will
                  not be governed by the United Nations Convention of Contracts
                  for the International Sale of Goods, the application of which
                  is hereby expressly excluded.

                                    Page 13
<PAGE>   14
         12.10.   The provisions of Sections 1, 6.3, 6.4, 6.5, 7, 8,9, 10, 11.3
                  and 12 shall survive the termination of this Agreement;
                  provided, however, that, Section 10.9 shall survive for three
                  (3) years thereafter.

         12.11    Neither party shall be liable hereunder by reason of any
                  failure or delay in the performance of its obligations
                  hereunder on accounts of strikes, riots, fires, flood, storm,
                  explosions, acts of God, war, governmental action, labor
                  conditions, earthquakes, or any other cause which is beyond
                  the reasonable control of such party.

         12.12    This Agreement shall be governed by and construed in
                  accordance with laws of Commonwealth of Massachusetts, without
                  regard to conflicts of law provisions.

         12.13    If any provision of this Agreement shall be held invalid or
                  unenforceable by a court of competent jurisdiction, the
                  remainder of this Agreement shall nevertheless continue in
                  full force and effect. All Section headings are provided for
                  the convenience or references only and shall not be construed
                  otherwise.

SECTION 13:  PURCHASE ORDER AND DELIVERY

         13.1.    All orders for the Products issued by Distributor are subject
                  to acceptance by Synchronicity and shall not be binding until
                  the written acceptance of Synchronicity is delivered to
                  Distributor, which acceptance shall not be unreasonably
                  withheld or delayed.

         13.2     Synchronicity must accept an order of Distributor within five
                  (5) business days after its receipt as long as the order is
                  consistent with the terms of this Agreement. Unless otherwise
                  expressly agreed to by Synchronicity and Distributor in
                  advance, all printed and other terms contained in purchase
                  orders, order acknowledgments, price list for the Products and
                  invoices contrary to this Agreement are hereby excluded and
                  shall be of no force and effect.

         13.3     Delivery of the Products ordered by Distributor hereunder
                  shall be F.O.B. Marlboro, Massachusetts, USA and all risk of
                  loss of and damages to the Products shall pass to Distributor
                  upon delivery by Synchronicity to a carrier designated by
                  Distributor. The term "F.O.B." shall be construed in
                  accordance with Massachusetts Uniform Commercial Code Chapter
                  106 Section 2-319.

SECTION 14:  ITOCHU TECHNOLOGY INC.

         14.      Synchronicity acknowledges and agrees that Distributor may
                  engage ITOCHU TECHNOLOGY INC. ("ITI"), a Delaware corporation
                  with its office currently located at 3100 Patrick Henry Drive,
                  Santa Clara, CA 95054 or any successor entity to act as an
                  order processing agent acting for and on behalf of Distributor
                  with its authority including, without limitation, to receive
                  shipment, place orders and effect payments from, with and to
                  Synchronicity, respectively, on behalf of Distributor.
                  Distributor shall be responsible to Synchronicity for any act
                  or omission of ITI regarding its activities contemplated
                  herein.

                                    Page 14
<PAGE>   15
SECTION 15:  SYNCHRONICITY'S OBLIGATION

         15.1     Synchronicity shall make the reasonable commercial efforts to
                  keep Distributor informed of United States' market trends, and
                  competitive products with respect to the Products and other
                  pertinent information which may aid Distributor in promoting
                  the Products.

         15.2     Synchronicity shall keep Distributor informed of
                  Synchronicity's technical developments and new products and
                  shall make the reasonable commercial efforts to provide such
                  information in advance of the initial introduction of such
                  products.

         15.3     Synchronicity shall be solely responsible for the design,
                  development, production and performance of the Products and
                  for the legal protection of its trademarks, tradenames,
                  copyrights and patents.

         15.4     Synchronicity shall provide to Distributor the names and the
                  addresses of end user prospects within the assigned Territory,
                  which Synchronicity had received as a result of advertising,
                  trade shows, and referrals by present end users or cooperative
                  marketing partners.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
as of the day and year indicated above in Marlboro, Massachusetts, USA

AGREED AND ACCEPTED                        AGREED AND ACCEPTED

SYNCHRONICITY, INC.                        ITOCHU TECHNO SCIENCE CORP.

By: /s/ Eugene Connolly                    By:    /s/ Hito Satake
   --------------------------------           ----------------------------------
Title:                                     Title:
      -----------------------------              -------------------------------
Date:                                      Date:
     ------------------------------             --------------------------------

AGREED AND ACCEPTED

ITOCHU CORPORATION

By:  /s/ Eizo Koyayashi
   --------------------------------
Title:
      -----------------------------
Date:
     ------------------------------


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