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                                                                    EXHIBIT 10.9

         Joint Product and Marketing Agreement dated September 27, 1999.

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                                                                   EXHIBIT 10.9

Note: Confidential treatment has been requested with respect to certain
portions of this exhibit. Such portions are marked with a "[*]" in place of the
redacted language. Omitted portions are filed separately with the Securities
and Exchange Commission.

                                 IBM AND VISION
                     JOINT PRODUCT AND MARKETING AGREEMENT

This Joint Product and Marketing Agreement is entered into this 27th day of
September, 1999 ("EFFECTIVE DATE") between Vision Software Tools, Inc.
("Vision") located at 2101 Webster Street, Eighth Floor, Oakland, CA 94612, and
International Business Machines Corporation ("IBM") located at New Orchard
Road, Armonk, NY 10504. For purposes of this Agreement, all references to IBM
shall mean IBM and its Subsidiaries.

In this Agreement the parties establish a strategic marketing and development
relationship to create a single product offering that integrates Vision's
Business Logic Server technology and Developer Studio development tools with
IBM's WebSphere Application Server Advanced Edition and WebSphere Studio. The
resulting product will be offered by both parties under their own brand names,
terms conditions and prices.

SOW's and ATTACHMENTS (incorporated herein by reference)

1.   JM-SOW
2.   JP-SOW
3.   Attachment 1: EFT Authorization Form

The parties hereby agree as follows:

1.0  DEFINITIONS

1.1   "AGREEMENT" means this Joint Product and Marketing Agreement and any
      relevant Statements of Work and other agreements, attachments or
      appendices specifically referenced in this Agreement.

1.2   "CODE" means computer programming code, including both "Object Code"
      (computer programming code substantially in binary form that is directly
      executable by a computer after processing, but without compilation or
      assembly) and "Source Code" (computer programming code that may be
      displayed in a form readable and understandable by a programmer of
      ordinary skill, excluding Object Code).

1.3   "DELIVERABLE" means items that one party prepares for or provides to
      another as described in a SOW. Deliverables include, as applicable, Code
      and Documentation.

1.4   "DERIVATIVE WORK" means a work that is based on an underlying work and
      that would be a copyright infringement if prepared without the
      authorization of the copyright owner of the underlying work.

1.5   "DEVELOPMENT ENVIRONMENT" means the Tools, Documentation, Test Suites and
      other items that are necessary to develop and maintain Integrated Code and
      Derivative Works thereof.

1.6   "DOCUMENTATION" will be defined in the JP-SOW.

1.7   "ENHANCEMENTS" means all changes to Code and Documentation, including:
      upgrades, new functions, Maintenance Modifications, new releases, and new
      versions that the parties agree to include in future Releases, whether or
      not constituting Derivative Works.

1.8   "HARMFUL CODE" is any computer Code, programming instructions, or set of
      instructions that is constructed for the purpose of damaging, interfering
      with, or otherwise adversely affecting computer programs, data files or
      hardware, without the consent or intent of the computer user. This
      definition includes, but is not limited to, self-replicating and
      self-propagating programming instructions commonly called "viruses" and
      "worms."

1.9   "IBM CODE" will consist of WebSphere Application Server-Advanced Edition
      ("WAS-AE") and WebSphere Studio ("WS") in Object Code form accompanied by
      all associated Documentation as well as other Code that may be defined in
      a SOW.

1.10  "INTEGRATED CODE" consists of Vision Code integrated with IBM Code in
      Object Code form and accompanied by its associated Documentation.
      Integrated Code will be further defined in a JP-SOW. The resulting
      Integrated Code is expected to be the technology base of the parties'
      strategic relationship.


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1.11    "INVENTION" means any idea, design, concept, technique, invention,
        discovery or improvement, whether or not patentable, conceived or
        reduced to practice by a party.

1.12    "JOINT INVENTION" means any Invention made jointly by IBM and Vision.

1.13    "MAINTENANCE MODIFICATIONS" means revisions in either party's Object
        Code to correct errors and deficiencies.

1.14    "RELEASE(S)" is a version of Integrated Code that is further described
        in a SOW. Specific Releases will be designated by a number in the
        relevant SOW.

1.15    "STATEMENT OF WORK" or "SOW" means any document attached to or included
        in this Agreement which describes the parties responsibilities,
        including, without limitation, any requirements, specifications,
        Deliverables or schedules. Initially, the Agreement will include the
        following SOW's:

        1.15.1  "JOINT MARKETING SOW" or "JM-SOW" describes the parties' joint
                marketing activities and responsibilities and is incorporated
                herein by reference.

        1.15.2  "JOINT PRODUCT SOW" or "JP-SOW"  describes the parties'
                responsibilities with respect to product development and support
                and is incorporated herein by reference.

1.16    "SUBSIDIARY" means an entity that is owned or controlled directly or
        indirectly (by more than 50% of its voting stock, or if not voting
        stock, decision-making power) by Vision or IBM. An entity is considered
        to be a Subsidiary only so long as such ownership or control exists.

1.17    "TERMINATION LEVEL CODE" is the most recent version of IBM Code or
        Vision Code that exists as of the date of termination.

1.18    "TOOLS" means non-commercially available software required for the
        development, maintenance or implementation of a software deliverable.

1.19    "VISION CODE" will consist of Business Logic Server ("BLS") and
        Developer Studio in Object Code form accompanied by all associated
        Documentation as well as other Code that may be defined in a SOW.

2.0     RESPONSIBILITIES OF THE PARTIES

2.1     IBM RESPONSIBILITIES.

        2.1.1   Deliverables. IBM will provide to Vision all Deliverables as
                specified in the JP-SOW.

        2.1.2   Development and Support Responsibilities. IBM shall be
                responsible to complete the obligations specified in the JM-SOW.

        2.1.3   Marketing Responsibilities. IBM shall be responsible to complete
                the obligations specified in the JM-SOW.

2.2     VISION RESPONSIBILITIES.

        2.2.1   Deliverables. Vision will provide to IBM all Deliverables as
                specified in the JP-SOW.

        2.2.2   Development and Support Responsibilities. Vision shall be
                responsible to complete the obligations specified in the JP-SOW.

        2.2.3   Marketing Responsibilities. Vision shall be responsible to
                complete the obligations specified in the JM-SOW.

2.3     JOINT RESPONSIBILITIES. Vision and IBM will each create a project office
        to coordinate activity related to the overall success of the
        relationship. This office will be staffed as follows:

        2.3.1   Sponsoring Executive -- A senior executive from each party will
                be assigned to provide oversight to the relationship. These
                individuals will meet quarterly to review the progress, status
                and plans for the relationship.

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     2.3.2  Marketing Program Manager -- Each party will assign a manager who
            will be responsible for the marketing aspects of the relationship.
            These individuals will monitor the execution of joint marketing
            programs, facilitate agreement on "special bid" situations, and
            build joint marketing plans for future use.

     2.3.3  Development Manager -- Each party will assign a development manager
            to oversee product definition and release scheduling. This team
            will be responsible for creating the requirements and reaching
            agreement for the new/changed content of each release. This team
            will recommend changes potentially to both BLS/Developer Studio and
            WAS-AE. The intent is to ensure that neither product introduces any
            enhancements that regress the functionality of the other or
            introduce any migration compatibility problems for IBM or Vision's
            respective customers. In addition, meetings will be held as needed
            with the product groups to discuss any new initiatives that IBM or
            Vision may want to integrate into a future release.

     2.3.4  Contract Coordinators -- Each party will assign a contact
            coordinator who will be responsible to receive all notices and
            administer the Agreement.

     2.3.5  The assigned members of the project office are identified in
            Section 12.0, "Project Office Staff" and will be available to
            participate in the resolution of disputes per Section 9.0 "Dispute
            Resolution Process."

3.0  LICENSE GRANTS

3.1. BY IBM. Subject to the terms and conditions of this Agreement:

     3.1.1  For Integration. IBM grants Vision a nonexclusive, worldwide
            license to use, have used, execute, reproduce, transmit, display,
            test, and perform the IBM Code in Object Code form only for
            integration of the IBM Code as part of the US English language
            version of Release 1, the International version of Release 1, and
            for distribution to IBM for the purpose of allowing IBM to perform
            its proposed obligations under the JP-SOW.

     3.1.2  For Distribution. IBM grants Vision a nonexclusive, worldwide
            license to use, reproduce, transfer, distribute, market and
            sublicense the IBM Code in Object Code form and any modifications
            made to the Vision Code made by IBM solely contained as part of the
            Integrated Code as part of the US English language version of
            Release 1, the International version of Release 1, or any follow on
            Releases as agreed to by the parties.

     3.1.3  For Documentation. IBM grants Vision a nonexclusive, worldwide
            license to use, have used, execute, reproduce, transmit, display,
            perform, modify, prepare or have prepared Derivative Works,
            transfer, distribute, market, and sublicense the IBM-modified BLS
            and Developer Studio Documentation Source Code for use with the US
            English language version of Release 1, the International version of
            Release 1, or any follow on Releases as agreed to by the parties.

3.2  BY VISION. Subject to the terms and conditions of this Agreement.

     3.2.1  For Documentation. Vision grants IBM a nonexclusive, worldwide
            license to use, have used, execute, reproduce, transmit, display,
            modify, prepare or have prepared Derivative Works and perform the
            BLS and Developer Studio Documentation Source Code in order to
            conform to IBM documentation standards and for translation and
            internationalization purposes. Further Vision grants IBM the right
            to distribute the resulting work to Vision for the purpose of
            integration of such work into the US English language version of
            Release 1, the International version of Release 1, or any follow on
            Releases as agreed to by the parties.

     3.2.2  For Translation and Testing. Vision grants IBM a nonexclusive,
            worldwide license to use, have used, execute, reproduce, transmit,
            display, prepare or have prepared Derivative Works, perform, and
            test the Vision Code and other materials to be translated and
            internationalized and to provide the resulting work to Vision for
            integration into the US English version of Release 1, International
            version of Release 1 and follow on Releases as agreed to by the
            parties.





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          3.2.3     For Distribution. Vision grants IBM a nonexclusive,
                    worldwide license to use, reproduce, transfer, distribute,
                    market, prepare or have prepared Derivative Works and
                    sublicensed for distribution the Vision Code solely as
                    contained in the Integrated Code (including but not limited
                    to the International version of the Integrated Code), and
                    Documentation as modified by IBM (including but not limited
                    to any internationalization changes) in Object Code form
                    only, for use with the US English language version of
                    Release 1, the International version of Release 1, or any
                    follow on Releases as agreed to by the parties.

          3.2.4     For Developer Studio. Vision grants IBM a nonexclusive,
                    worldwide license to use, reproduce, market, prepare or have
                    prepared Derivative Works of the Developer Studio code,
                    Documentation as may be modified by IBM (including but not
                    limited to any internationalization changes), and any
                    enhancements thereof, and to distribute, transfer and
                    sublicense such code and Documentation in Object Code form
                    only, to customers who have licensed the US English language
                    version of Release 1, the International version of Release
                    1, or any follow on Releases as agreed to by the parties.

     3.1  FOLLOW-ON RELEASES. The Parties anticipate that follow-on releases of
          the Integrated Code (beyond Release 1) will be mutually agreed upon
          during the term of this Agreement. At such time, the appropriate SOW
          and license terms will be added to this Agreement by written
          Amendment.

     3.2  EXERCISE OF SECTION 10.6.3 OPTION. Should IBM elect the option
          specified in Section 10.6.3, and subject to the terms and conditions
          of this Agreement, the following licensing terms apply to such an
          engagement.

          3.2.1     By IBM for Integration of Future Releases of WAS-AE with the
                    Termination Level Code. IBM grants Vision a nonexclusive,
                    worldwide license to use, execute, reproduce, transmit,
                    display, and perform the IBM Code in Object Code form only
                    for the purpose of integrating the selected level of the IBM
                    Code (provided by IBM to Vision pursuant IBM's exercise of
                    the option defined in Section 10.6.3 of this Agreement) with
                    the latest version or release of the Vision Code distributed
                    as part of the Integrated Code at the time of termination or
                    expiration of this Agreement.

          3.2.2     By Vision for the Derivative Work of the Vision Code that
                    Results From the Integration. Vision grants IBM an
                    exclusive, worldwide, irrevocable, royalty-free license to
                    transfer, distribute market, prepare or have prepared
                    Derivative Works and sublicense the Derivative Works of the
                    Vision Code as part of the Integrated Code created by Vision
                    pursuant to IBM's exercise of the option defined in Section
                    10.6.3, in Object Code form only solely for distribution to
                    existing users of the Integrated Code at the time of
                    termination or expiration of this Agreement.

          3.2.3     Except as otherwise provided herein, Vision shall have no
                    right to distribute or otherwise use and distribute the
                    Integrated Code created pursuant to Sections 10.6.3 and 3.4
                    or any Derivative Work of the Vision Code created pursuant
                    to IBM's exercise of the option defined in Section 10.6.3 of
                    the Agreement.

     3.3  OWNERSHIP RIGHTS.

          3.3.1     Except as otherwise provided herein, IBM shall retain
                    exclusive ownership of all right, title and interest,
                    including all intellectual property rights, in all of its
                    preexisting material, including, but not limited to, the IBM
                    Code and any IBM Documentation. IBM will also exclusively
                    own all right, title and interest, including all
                    intellectual property rights, in any Code (other than
                    Joint Inventions) that it creates that becomes a part of the
                    Integrated Code.

          3.3.2     Except as otherwise provided herein, Vision shall retain
                    exclusive ownership of all right, title and interest,
                    including all intellectual property rights, in all of its
                    preexisting material, including, but not limited to, the
                    Vision Code and any Vision Documentation. Vision will also
                    exclusively own all right, title and interest, including all
                    intellectual property rights, in any Code (other than Joint
                    Inventions) that it creates that becomes a part of the
                    Integrated Code.

     3.4  The parties agree that IBM may package and distribute the Vision Code
          incorporated into the Integrated Code pursuant to the terms of Section
          3.2.3 with other IBM or third party products subject to mutual
          agreement on the appropriate royalty payments due to Vision.




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3.5   Except as provided herein, nothing contained in this Agreement shall be
      construed to grant either party any other licenses, whether express or
      implied, by estoppel or otherwise, in or to any trademarks, copyrights,
      patents, or other intellectual property rights of the other party.

4.0   ROYALTIES

4.1   VISION ROYALTY PAYMENTS. Subject to the terms and conditions of this
      Agreement, Vision will pay IBM a percentage of all product license fees,
      product upgrade fees (including fees for additional development seats) and
      monthly usage fees recorded by Vision (less any applicable taxes,
      shipping costs and returns) for each authorized copy of the Integrated
      Code licensed and distributed by Vision pursuant to the terms of this
      Agreement according to the following table:

      [*]

4.2   IBM ROYALTY PAYMENTS. Subject to the terms and conditions of this
      Agreement, IBM will pay Vision a percentage of all product license fees,
      product upgrade fees (including fees for additional development seats)
      and monthly usage fees recorded by IBM (less any applicable taxes,
      shipping costs and returns) for each authorized copy of the Integrated
      Code licensed and distributed by IBM pursuant to the terms of this
      Agreement according to the following table:

      [*]

4.3   The parties recognize that IBM does not currently have a process which
      can accurately track the number of IBM employees that may use the Vision
      Code for productive (non-development) purposes: However, IBM agrees to
      establish a process to reduce the likelihood that the Vision Code is used
      for productive internal use, and in the event that it comes to the
      attention of the Contract Coordinators that IBM employees are using the
      Vision Code for productive (non-development) purposes, IBM will subject to
      Section 4.8, "Exceptions to Royalty Payment Obligations," pay Vision the
      appropriate Minimum Royalty for each identified authorized copy of the
      Vision Code used by IBM for such purposes as specified in Section 4.6. The
      parties also agree that this Section 4.3 shall not be subject to any audit
      conducted by Vision, provided that the foregoing shall not be deemed to
      constitute a waiver of Vision's right to seek any remedies it may have at
      law or in equity relating to such unauthorized use.

4.4   In the event that the content of the Integrated Code is modified by the
      addition of more than an insignificant amount of IBM Code or Vision Code
      not previously a part of the Integrated Code, and which materially alters
      the relative value of contribution of either party, Vision and IBM agree
      to, in good faith, renegotiate the royalty percentages to reflect the
      value of the added Code.

4.5   ROYALTY CALCULATIONS. Royalties, if any, are paid against revenue
      recorded by the party licensing to the end-user for a calendar royalty
      payment quarter Payment will be made by the last day of the first
      calendar month following the close of the royalty payment quarter. All
      payments will be made in U.S. Dollars. Payments based on foreign revenue
      will be converted to U.S. dollars on a monthly basis at the rate of
      exchange published by Reuters Financial Service on approximately the same
      day each month.

4.6   MINIMUM AVERAGE PER RUNTIME CPU ROYALTY. For the period beginning with the
      execution of the Agreement and ending 12/31/2000, IBM will calculate the
      average revenue recorded per each runtime CPU license granted during the
      period (runtime CPU revenue divided by the number of runtime CPU unit
      sales recorded). If the average revenue recorded per each runtime CPU
      license granted is less than [*] ("Minimum Royalty" for 2000), IBM will
      pay to Vision the difference multiplied by the number of runtime CPU units
      sales recorded. For the period beginning 1/1/2001 and ending 12/31/2001,
      IBM will calculate the average revenue recorded per each runtime CPU
      license granted during that period (runtime CPU revenue divided by the
      number of runtime CPU unit sales recorded). If the average CPU revenue
      recorded per each runtime CPU license granted is less than [*] ("Minimum
      Royalty" for 2001), IBM will pay to Vision the difference multiplied by
      the number of runtime CPU units sales recorded. For subsequent years the
      Minimum Royalty will be negotiated between the parties. IBM will pay such
      amounts to Vision within thirty (30) days after the end of the applicable
      period.



* Confidential treatment requested for redacted portion.



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4.7     SPECIAL BIDS. The following shall not be included in the average  per
        runtime CPU revenue recorded calculation: (i) special bids jointly
        agreed to by IBM and Vision; and (ii) royalties received from OEM
        agreements or from agreements with Federal, State, Local and foreign
        governments.

4.8     EXCEPTIONS TO ROYALTY PAYMENT OBLIGATIONS. Neither party has any
        royalty obligation for:

        4.8.1  the Integrated Code or its Derivative Works used for: (i)
               development, testing, maintenance or support activities conducted
               by such party or its distributors or agents; (ii) marketing
               demonstrations, customer testing or trial periods (including
               early support, prerelease, encrypted, locked sampler
               distributions not resulting in a license for full productive use,
               a reasonable number of evaluation and demonstration "not for
               resale" copies provided without charge under the terms of a
               party's partner programs, a reasonable number of licenses
               provided to ISV's without charge under a party's standard partner
               support or sales agreements without a royalty obligation, or
               other similar programs), Integrated Code training or education;
               or (iii) backup and archival purposes;

        4.8.2  a copy of the Integrated Code installed by a licensed end user
               on an alternate work station (e.g., home terminal or laptop),
               provided the end user may not use the Integrated Code on both
               work stations at the same time;

        4.8.3  the other party's Code (or a functionally equivalent work) that
               becomes available generally to third parties without a payment
               obligation;

        4.8.4  Documentation provided with, contained in, or derived from the
               Integrated Code;

        4.8.5  Maintenance Modifications; and

        4.8.6  warranty replacement copies of the Integrated Code.

5.0     SOURCE CODE ESCROW

5.1     The parties will enter into a separate, written escrow agreement, at
        IBM's expense, with a recognized third-party escrow agent to maintain
        at least one (1) copy, for each version and release of the Vision Code,
        of the following escrowed materials ("ESCROWED MATERIALS"):

        5.1.1   the Vision Code in a machine-readable format, including both
                Source Code and Object Code;

        5.1.2   a complete set of Vision's existing user and development
                documentation in both hard copy and machine-readable (as
                available) formats (including design specifications, flowcharts,
                etc.);

        5.1.3   a complete list of all items and software required for the
                development, maintenance or implementation of the Vision Code;

        5.1.4   the Tools in a machine-readable format, including both Source
                Code and Object Code;

        5.1.5   any other not commercially available tools, instructions or
                material used by Vision in the development of the Integrated
                Code; and

        5.1.6   a detailed, comprehensive list of all items and Source Code
                (indicating module names and dates) in the Escrowed Materials.






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     Vision will update the Escrowed Materials whenever it issues a
     modification to the Vision Code or Documentation to incorporate any
     Maintenance Modifications and Enhancements, and to account for new
     releases and versions of the Vision Code.

5.2  The terms of such escrow agreement will be mutually agreed to and will
     provide for IBM's reasonable inspection of the Escrowed Materials and for
     delivery of the Escrowed Materials to IBM, subject to the payment of any
     agreed to fees to the escrow agent and the release procedures specified in
     the escrow agreement, within thirty (30) days of IBM's notice to the escrow
     agent that any of the following release events ("Release Events") has
     occurred:

     5.2.1  Vision refuses, fails, or is unable to fulfill its support
            obligations under this Agreement;

     5.2.2  Vision ceases to exist and no entity survives which continues with
            all or substantially all of Vision's then-current business relating
            to this Agreement (including all of the obligations of this
            Agreement);

     5.2.3  Vision makes an assignment for the benefit of creditors or files or
            has filed against it a petition in bankruptcy and such petition is
            not dismissed within ninety (90) days; or

     5.2.4  more than fifty percent (50%) of Vision's shares or ownership
            interest representing the right to make decisions for Vision becomes
            owned or controlled, directly or indirectly, by one of the following
            third parties: [*]

5.3  Vision will notify IBM within five (5) days of the occurrence of a Release
     Event. Subject to the terms and conditions of this Agreement and the
     Escrow Agreement, IBM is granted a nonexclusive, worldwide, perpetual,
     irrevocable license to prepare and have prepared Derivative Works of
     Escrowed Materials, and to use, have used, execute, reproduce, transmit,
     display, perform, transfer, distribute and sublicense Escrowed Materials
     and such Derivative Works, in any medium or distribution technology for the
     exclusive purpose of correcting bugs and similar defects in the Integrated
     Code.

5.4  IBM and Vision will treat the release of the Escrowed Materials as a
     disclosure of Confidential Information under the parties' existing
     Confidential Disclosure Agreement related to the Vision Code, or if none,
     under IBM's then standard Confidential Disclosure Agreement. IBM's right
     to access the Source Code shall survive for as long as Vision has support
     obligations to IBM under this Agreement.

6.0  ONGOING WARRANTIES

6.1  Each party makes the following ongoing representations and warranties:

     6.1.1  It has the right to enter into this Agreement and its performance
            of this Agreement will not violate the terms of any contract,
            obligation, law, regulation or ordinance to which it is or becomes
            subject;

     6.1.2  As of the Effective Date, no claim, lien, or action exists or is
            threatened against a party that would interfere with the other
            party's rights under this Agreement;

     6.1.3  The Code contributed by the party to the Integrated Code will be,
            when contributed by such party and combined with the Integrated
            Code, Year 2000 ready such that when used in accordance with the
            appropriate documentation it is capable of correctly processing,
            providing, receiving and displaying date data before and after
            January 1, 2000 (including without limitation leap year
            calculations), provided that all products (for example, hardware,
            software and firmware) used with the Code contributed by the party
            properly exchange accurate date data with it;



* Confidential treatment requested for redacted portion.


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     6.1.4  The Code contributed by the party to the Integrated Code will
            be, when contributed by such party and combined with the
            Integrated Code, euro-ready such that it will correctly process,
            send, receive, present, store, and convert monetary data in the
            euro denomination, respecting the euro currency formatting
            conventions (including the euro symbol);

     6.1.5  The Code contributed by the party to the Integrated Code will be
            tested for harmful Code and the parties will not knowingly provide
            the other Harmful Code;

     6.1.6  The Code contributed by the party to the Integrated Code does not
            infringe any privacy, publicity, reputation or intellectual
            property right of a third party, provided that the sole remedy and
            a party's entire liability for breach of this warranty shall be
            indemnification pursuant to Section 7; and

     6.1.7  All authors of the Code contributed by the party to the Integrated
            Code have agreed not to assert their moral rights (personal rights
            associated with authorship of a work under applicable law, if any)
            in the IBM Code and the Vision Code (respectively), to the extent
            permitted by law.

6.2  THE WARRANTIES AND CONDITIONS IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
     WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AND, EXCEPT AS PROVIDED
     ABOVE, CODE IS FURNISHED ON AN "AS IS" BASIS AND EACH PARTY HEREBY
     DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
     LIMITATION WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR
     PURPOSE.

7.0  INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1  VISION INDEMNIFICATION.  Vision will defend or settle any suit, third
     party claims, or proceedings brought, or threatened, against IBM based
     upon a claim that any Vision Code furnished hereunder or part thereof,
     alone and not in combination with any other software or product (unless
     there is no non-infringing use for the Vision Code when it is functioning
     in the Release, and only to the extent that the infringement is
     attributable to the Vision Code) constitutes an actual or alleged
     infringement or misappropriation of any copyrights, trade secrets and/or
     patents worldwide, as well as any actual, alleged, or threatened
     infringement of any trademark, provided that: (i) Vision is notified
     promptly in writing of such claim; (ii) Vision controls the defense or
     settlement of the claim; and (iii) IBM cooperates reasonably and gives all
     necessary authority, information and assistance (at Vision's expense).
     Vision will pay all damages and costs finally awarded against IBM, but
     Vision will not be responsible for any costs, expenses or compromise
     incurred or made by IBM without Vision's prior written consent. If the
     use of such of the Vision Code is permanently enjoined, Vision will, in
     its sole discretion and at its own expense, procure for IBM the right to
     continue using said product, replace same with non-infringing Vision Code,
     modify it so that it becomes non-infringing, or if Vision is unable to do
     any of the above on a commercially reasonable basis and if IBM is enjoined
     from distributing the Vision Code, Vision will credit IBM the sum paid to
     Vision by IBM for the infringing Vision Code in a Release which is still
     in IBM's inventory. The obligations set forth in this Section shall not
     apply to the extent that any claim arises from modification of the Vision
     Code after delivery to IBM, except for any modification mutually agreed to
     by the Parties or made pursuant to Vision's unilateral, mandatory written
     direction. Notwithstanding the foregoing, Vision shall have no obligation
     to Indemnify IBM pursuant to this Section for a) any "Open Source"
     software included in the Vision Code, which has been identified as Open
     Source software by Vision and provided to IBM hereunder or b) any Vision
     Code distributed by IBM one hundred and twenty (120) days after IBM has
     received written notice from Vision representing that Vision has conducted
     a commercially reasonable assessment of a claim of intellectual property
     infringement relating to the Vision Code and as a result has elected to
     withdraw the Vision Code from the entire marketplace.

7.2  IBM INDEMNIFICATION.  IBM will defend or settle any suit, third party
     claims, or proceedings brought, or threatened, against Vision based upon a
     claim that any IBM Code furnished hereunder or part hereof, alone and not
     in combination with any other software or product (unless there is no
     non-infringing use for the IBM Code when it is functioning in the Release,
     and only to the extent that the infringement is attributable

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<PAGE>   10
     to the IBM Code) constitutes an actual or alleged infringement or
     misappropriation of any copyrights, trade secrets and/or patents worldwide,
     as well as any actual, alleged, or threatened infringement of any
     trademark, provided that: (i) IBM is notified promptly in writing of such
     claim; (ii) IBM controls the defense or settlement of the claim; and (iii)
     Vision cooperates reasonably and gives all necessary authority, information
     and assistance (at IBM's expense). IBM will pay all damages and costs
     finally awarded against Vision, but IBM will not be responsible for any
     costs, expenses or compromise incurred or made by Vision without IBM's
     prior written consent. If the use of such IBM Code is permanently enjoined,
     IBM will, in its sole discretion and at its own expense, procure for Vision
     the right to continue using said product, replace same with non-infringing
     IBM Code, modify it so that is becomes non-infringing, or if IBM is unable
     to do any of the above on a commercially reasonable basis and if IBM is
     enjoined from distributing the IBM Code, IBM will credit Vision the sum
     paid to IBM by Vision for the infringing IBM Code in a Release which is
     still in Vision's inventory. The obligations set forth in this Section
     shall not apply to the extent that any claim arises from: modification of
     the IBM Code after delivery to Vision, except for any modification mutually
     agreed to by the Parties or made pursuant to IBM's unilateral, mandatory
     written direction. Notwithstanding the foregoing, IBM shall have no
     obligation to Indemnify Vision pursuant to this Section for a) any "Open
     Source" software included in the IBM Code which has been identified as Open
     Source software by IBM and provided to Vision hereunder or b) any IBM Code
     distributed by Vision one hundred and twenty (120) days after Vision has
     received written notice from IBM representing that IBM has conducted a
     commercially reasonable assessment of a claim of intellectual property
     infringement relating to the IBM Code and as a result has elected to
     withdraw the IBM Code from the entire marketplace.

7.3  LIMITATION OF LIABILITY.

     7.3.1     Intellectual Property Indemnification. IN NO EVENT WILL EITHER
               PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY
               INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
               KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE,
               OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY
               OF SUCH DAMAGES. THE PARTIES AGREE THAT IN THE EVENT OF AN
               INTELLECTUAL PROPERTY INDEMNIFICATION CLAIM (covered by the
               sections above), A THIRD PARTY'S DAMAGES, THAT INCLUDE LOST
               PROFITS, ARE DEEMED TO BE THE DIRECT DAMAGES OF VISION OR IBM, AS
               THE CASE MAY BE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
               AGREEMENT, EACH PARTY'S TOTAL LIABILITY FOR INTELLECTUAL PROPERTY
               INFRINGEMENT SHALL NOT EXCEED 3,750,000.

     7.3.2     Other Claims. IN ANY AND ALL CASES OTHER THAN EACH PARTY'S
               OBLIGATION FOR INTELLECTUAL PROPERTY INFRINGEMENT, EACH PARTY'S
               TOTAL LIABILITY FOR ALL OTHER CLAIMS RELATING TO THIS AGREEMENT
               SHALL NOT EXCEED 1,500,000. THIS LIMITATION EXCLUDES: i) CLAIMS
               FOR MONIES DUE A PARTY UNDER THIS AGREEMENT; AND ii) CLAIMS FOR
               BREACH OF A PARTY'S OBLIGATIONS OF CONFIDENTIALITY.

8.0  INTELLECTUAL PROPERTY

8.1  NAMES AND TRADEMARKS.

     8.1.1     IBM grants Vision a nonexclusive, worldwide license to use the
               name and trademark "WebSphere" (the Licensed Marks) in accordance
               with the "WebSphere Usage Guidelines." "WebSphere Usage
               Guidelines" shall mean such guidelines as may be established by
               IBM and modified from time to time, upon reasonable notice by
               IBM, providing for the use and display of the Licensed Marks. The
               current "WebSphere Usage Guidelines" appear below in Section
               8.1.2. If IBM objects to Vision's improper use of IBM's name or
               trademark, Vision will take all steps necessary to resolve IBM's
               objections. Any goodwill attaching to IBM's trademarks, service
               marks, or trade names belongs to IBM and this Agreement does not
               grant Vision any right to use them. All ownership rights in the
               Licensed Marks belong exclusively to IBM. Vision has no ownership
               rights in the Licensed Marks and shall acquire no ownership
               rights in the Licensed


* Confidential treatment requested for redacted portion.


                                                                    Page 9 of 17
<PAGE>   11


             Marks as a result of its performance (or breach) of this Agreement.
             All use of the Licensed Marks or variations thereon shall inure
             solely to the benefit of IBM. Upon termination of this Agreement
             all rights of Vision to use the Licensed Marks shall terminate
             immediately.

      8.1.2  WebSphere Usage Guidelines.

             A.   Without a trademark license from IBM, IBM's marks MAY NEVER
                  be incorporated as part of the name of a product or service
                  of another company. Vision may not include "WebSphere" or any
                  potentially confusing variation in the name of its product or
                  service.
             B.   The compatibility or integration of an application program
                  with IBM WebSphere products may be noted on packaging,
                  collateral material or advertising (but not included in the
                  product or service name) by using phrases such as "for use
                  with", "compatible with" or "for", or "powered by" the
                  WebSphere product. On all such materials, Vision's product or
                  service name must appear more prominently than WebSphere's
                  mark. WebSphere's mark should be visually distinguishable
                  from Vision's product or service name by putting it in a
                  different font, color, or on a different line. It is
                  important to avoid any implication that Vision's product or
                  service is produced, endorsed or supported by IBM.
             C.   Vision must attribute IBM trademarks to IBM. For example,
                  Vision must use the symbol "TM" with IBM's mark WebSphere and
                  use the R in a circle with IBM. The symbols should be placed
                  next to the last letter of the mark, at the upper right or at
                  the baseline. In advertising copy, the proper symbol should
                  be used as the first or most prominent mention. A proper
                  trademark attribution is "WebSphere is a registered [NOTE:
                  ***waiting for official notice, so may need to leave out
                  registered***] trademark of the IBM Corporation."
             D.   Vision must acknowledge that IBM claims trademark rights in
                  the name WebSphere and Vision must agree not to object to or
                  otherwise interfere with IBM's rights or registrations (or
                  registration applications in this name).

8.2   INVENTIONS.

      8.2.1  With respect to Inventions first conceived or reduced to practice
             solely by one or more employees of one of the parties, right and
             title to such Inventions shall reside solely with that party.

      8.2.2  With respect to Inventions first conceived or reduced to practice
             by one or more employees of IBM with one or more employees of
             Vision, these inventions shall be called Joint Inventions and will
             be the joint property of the parties. Title to such Joint
             Inventions as well as in and to any patent application and patents
             issued thereon shall be assigned jointly to IBM and Vision. Vision
             and IBM shall share equally in the expenses of seeking and
             maintaining patent protection, except that either party may elect
             at its own expense to seek and maintain patent protection for both
             parties, if the other party declines to share expenses. Each party
             shall have the right to grant licenses to third parties or assign
             its rights therein without accounting to the other party.


9.0   DISPUTE RESOLUTION PROCESS

In the event that either party notifies the other of a unresolved dispute
pertaining to any matter relating to the Agreement (including the SOW's), the
following dispute resolution procedure will be followed:

9.1   Each party shall promptly name, from among the staff of the project
      office, a facilitator to represent such party in discussions relating to
      the Agreement. The facilitators shall make a good faith effort to resolve
      the dispute as soon as possible.

9.2   In the event that the facilitators cannot resolve such dispute within ten
      (10) business days of receipt of notice, the matter may, at the option of
      either party, be submitted for resolution to a Manager of each
      facilitator. For purposes of this Section, "Manager" shall mean someone
      in the management chain of the


                                                                   Page 10 of 17
<PAGE>   12
      applicable facilitator who is senior to such facilitator in terms of
      responsibility, and who is familiar with this Agreement. The Managers
      shall make a good faith effort to resolve the dispute as quickly as
      possible.

9.3   In the event that the Managers cannot resolve such dispute within ten (10)
      business days, the matter may, at the option of either party, be submitted
      for resolution to each party's Sponsoring Executive.

9.4   If the matter is not resolved at the executive level within twenty (20)
      days, the parties may then pursue any remedies available to them in law
      or equity.

10.0  TERM AND TERMINATION

10.1  TERM. The initial term of this Agreement begins on the Effective Date and
      ends on 12/31/2001. After that date, the Agreement will automatically be
      renewed each year on January 1, unless written notice of termination is
      given by one party to the other, at least ninety (90) days prior to the
      beginning of the next term period. In any event, the Agreement will
      expire, without automatic renewal, on 12/31/2005.

10.2  TERMINATION FOR CONVENIENCE. The Agreement may not be terminated for
      convenience by either party until 12/31/2001. In the event of termination
      for convenience by either party pursuant to Section 10.1, the Licensee
      shall continue to have the then existing rights to the Licensor's Code
      (IBM Code or Vision Code as applicable) for so long as the Licensor
      receives royalties from the Licensee, but for no longer than one (1) year.
      However, the Licensee shall continue to have the then existing rights to
      Licensor's Code (IBM Code or Vision Code as applicable) beyond the one (1)
      year period but only to allow the fulfillment of orders placed before the
      end of the one (1) year period. For the purposes of this Section 10,
      "Licensor" and "Licensee" shall refer to Vision or IBM, as applicable,
      depending on whether the party is the licensor or licensee of the rights
      granted in Sections 3.1 and 3.2.

10.3  TERMINATION FOR MATERIAL BREACH. Either party can terminate this
      Agreement, after completely exercising the dispute resolution process as
      specified in Section 9.0 hereunder (which shall occur concurrently with,
      and not in addition to, the notice period specified herein), for material
      breach by the other party that is not cured within ninety (90) days after
      the breaching party receives written notice of the material breach. In the
      event of termination for material breach, the Licensee shall continue to
      have the then existing rights to the Licensor's Code (IBM Code or Vision
      Code as applicable) for so long as the Licensor receives royalties from
      the Licensee, but for no longer than nine (9) months.

10.4  TERMINATION BY IBM DUE TO CHANGE OF CONTROL OF VISION. IBM may also
      terminate the Agreement if more than fifty percent (50%) of Vision's
      shares or ownership interest representing the right to make decisions for
      Vision becomes owned or controlled, directly or indirectly, by one of the
      following third parties: Microsoft Corporation, Sun Microsystems, Inc.,
      Oracle Corporation, BEA Systems, Inc., or Hewlett-Packard Company. In
      addition, IBM may access the Source Code in escrow pursuant to the terms
      of Section 5.0, "Source Code Escrow" hereunder. In the event of
      termination by IBM under this Section 10.4, IBM shall continue to have the
      then existing rights to the Vision Code as part of the Integrated Code for
      so long as Vision receives royalties from IBM, but for no longer than one
      (1) year. However, the Licensee shall continue to have the then existing
      rights to the Vision Code as part of the Integrated Code beyond the one
      year period but only to allow the fulfillment of orders placed before the
      end of the one year period.

10.5  EXPIRATION. In the event that the Agreement expires, the Licensee shall
      continue to have the then existing rights to the Licensors' Code (IBM
      Code or Vision Code as applicable) for so long as the Licensor receives
      royalties from the Licensee, but for no longer than one (1) year.
      However, the Licensee shall continue to have the then existing rights to
      the Licensor's Code (IBM Code or Vision Code as applicable) beyond the
      one year period, but only to allow the fulfillment of orders placed
      before the end of the one year period.

10.6  SURVIVAL OF VISION SUPPORT OBLIGATIONS TO IBM. In the event of expiration
      or termination for any reason, Vision's support obligations are as
      follows:

      10.6.1  During the first two (2) years after termination, Vision will
              maintain and support the Vision Termination Level Code at no
              additional charge to IBM.

      10.6.2  During years three, four and five after termination, and provided
              that Vision is still supporting the Vision Termination Level Code
              for its customers, Vision will maintain and support the Vision



                                                                  Page 11 of 17
<PAGE>   13
                Termination Level Code at no additional charge. If Vision is no
                longer supporting the Vision Termination Level Code for its
                customers, IBM may, at its option, request maintenance and
                support for the Vision Termination Level Code; IBM will
                reimburse Vision at [*] for providing such maintenance and
                support or at a fixed rate to be negotiated.

        10.6.3  For three (3) years after termination, Vision will, at IBM's
                option, develop, test, certify, maintain and support the Vision
                Termination Level Code with new releases of WAS-AE, operating
                systems, databases and other dependent technologies at [*].
                Vision will complete any such development, testing and
                certification within a commercially reasonable time (subject to
                a mutually agreed upon schedule) after written request from IBM
                made sufficiently prior to the general availability date of the
                respective IBM new release. Should IBM elect to exercise the
                option specified in this Section 10.6.3, IBM and Vision shall
                have the rights specified in Section 3.4 of this Agreement.

10.7    SURVIVAL OF IBM SUPPORT OBLIGATIONS TO VISION. In the event of
        termination for any reason, but only for up to five (5) years after
        termination, IBM's support obligations are as follows:

        10.7.1  From the date of termination and for as long as IBM supports
                the IBM Termination Level Code for its commercial customers,
                IBM will maintain and support versions of the IBM Termination
                Level Code that exist as of the date of termination at no
                additional charge.

        10.7.2  For maintenance and support beyond the period in which IBM
                supports the IBM Termination Level Code for its commercial
                customers, IBM will maintain and support versions of the IBM
                Termination Level Code at [*].

10.8    VISION SURVIVING RIGHTS IN IBM-TRANSLATED MATERIALS. In the event of
        expiration or termination for any reason Vision shall continue to have
        the then existing rights in the IBM-translated Materials (as defined in
        the JP-SOW).

11.0    IBM RIGHT OF NOTIFICATION

        In the event that Vision receives an offer to merge into a third party
or to be acquired by a third party, then it shall, at least ten (10) business
days prior to signing an agreement to proceed with such a transaction, give IBM
notice in writing of Vision's intention to proceed with such a transaction
during which period IBM may submit an alternative proposal to Vision. In the
event that Vision subsequently merges with or is acquired by a third party,
then IBM will have the option to terminate the Agreement.

12.0    PROJECT OFFICE STAFF

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                    FOR IBM                           FOR VISION
--------------------------------------------------------------------------------
                              SPONSORING EXECUTIVE
--------------------------------------------------------------------------------
<S>                                     <C>
--------------------------------------------------------------------------------
Name                                    Name
--------------------------------------------------------------------------------
Title                                   Title
--------------------------------------------------------------------------------
Address                                 Address
--------------------------------------------------------------------------------
Phone                                   Phone
--------------------------------------------------------------------------------
Fax                                     Fax
--------------------------------------------------------------------------------
Email                                   Email
--------------------------------------------------------------------------------
                           MARKETING PROGRAM MANAGER
--------------------------------------------------------------------------------
Name                                    Name
--------------------------------------------------------------------------------
Title                                   Title
--------------------------------------------------------------------------------
Address                                 Address
--------------------------------------------------------------------------------
Phone                                   Phone
--------------------------------------------------------------------------------
</TABLE>


* Confidential treatment requested for redacted portion.

                                                                   Page 12 of 17





<PAGE>   14
<TABLE>
<S>                                             <C>
-------------------------------------------------------------------------------------------
 Fax                                             Fax
-------------------------------------------------------------------------------------------
 Email                                           Email
-------------------------------------------------------------------------------------------

                                  DEVELOPMENT MANAGER
-------------------------------------------------------------------------------------------
 Name                                            Name
-------------------------------------------------------------------------------------------
 Title                                           Title
-------------------------------------------------------------------------------------------
 Address                                         Address
-------------------------------------------------------------------------------------------
 Phone                                           Phone
-------------------------------------------------------------------------------------------
 Fax                                             Fax
-------------------------------------------------------------------------------------------
 Email                                           Email
-------------------------------------------------------------------------------------------

                                  CONTRACT COORDINATORS
-------------------------------------------------------------------------------------------
 Name     Prakash Bhaskaran                      Name     John Sweetman
-------------------------------------------------------------------------------------------
 Title    Finance Director                       Title    Contract Administrator
-------------------------------------------------------------------------------------------
 Address  2101 Webster Street, 8th Floor         Address  3039 Cornwallis Road, 002/VRDA
          Oakland, CA 94612                               RTP, NC 27709
-------------------------------------------------------------------------------------------
 Phone    (510) 238-4100  Ext. 2258              Phone    919-254-2691
-------------------------------------------------------------------------------------------
 Fax      (510) 238-4101                         Fax      919-543-1119
-------------------------------------------------------------------------------------------
 Email    prakash-bhaskaran@vision-soft.com      Email    jsweet@us.ibm.com
-------------------------------------------------------------------------------------------
</TABLE>

13.0  GENERAL

13.1  AMENDMENTS: This Agreement may only be amended or modified by a written
      document specifically referencing this Agreement which has been signed by
      authorized representatives of the parties.

13.2  ASSIGNMENT: Neither party may assign this Agreement, or its rights and
      obligations under it without the prior written consent of the other party
      except: (i) to a Subsidiary, (ii) or in connection with the sale of all
      or a substantial portion of that party's business or relevant business
      unit, or (iii) rights to payments. Such assignment shall not be effective
      until notice of such assignment is provided to the other party.

13.3  CHOICE OF LAW; WAIVER OF JURY TRIAL; LIMITATION OF ACTION: This Agreement
      and the performance of transactions under this Agreement will be governed
      by the laws of the State of New York applicable to contracts executed in
      and performed entirely within that State. The parties expressly waive any
      right to a jury trial regarding disputes related to this Agreement.
      Unless otherwise provided by local law without the possibility of
      contractual waiver or limitation, any legal or other action related to a
      breach of this Agreement must be commenced no later than two (2) years
      from the date of the discovery of the breach.

13.4  COMMUNICATIONS: All communications between the parties regarding this
      Agreement will be conducted through the parties' Project Office
      representatives.

13.5  COUNTERPARTS: This Agreement may be signed in one or more counterparts,
      each of which will be deemed to be an original and all of which when
      taken together will constitute the same agreement. Any copy of this
      Agreement made by reliable means is considered an original.

13.6  ELECTRONIC COMMERCE: The parties will conduct transactions using an
      electronic commerce approach under which the parties will electronically
      transmit and receive legally binding purchase and sale obligations
      ("DOCUMENTS"), including electronic credit entries transmitted by one
      party to the other party's account specified in the relevant Attachment.
      Each party, at its own expense, will provide and maintain the equipment,
      software, services and testing necessary for it to effectively and
      reliably transmit and receive such Documents. Either party may use a
      third party service provider for network services, provided the other
      party is given sixty (60) days prior written notice of any changes to
      such services. A Document will be deemed received upon arrival at the
      receiving party's mailbox or Internet address and the receiving party
      will promptly send an acknowledgment of such receipt. The receiving party
      will promptly notify the originating party if a Document is received in
      an unintelligible form, provided that the originating party can be
      identified. In the absence of such notice, the originating party's record
      of the contents of such Document will prevail. Each party will
      authenticate Documents using a digital signature or User ID, as specified
      by IBM, and will maintain security procedures to prevent its unauthorized
      use.


                                                                   Page 13 of 17

<PAGE>   15
13.7   EXCHANGE OF INFORMATION: Unless required otherwise by law, all
       information exchanged by the parties will be considered non-confidential
       except as otherwise provided in this Section. If the parties require the
       exchange of confidential information, such exchange will be made under
       the Confidential Disclosure Agreement between the parties, dated
       3/29/1999 ("CDA"). The parties will not publicize the terms or
       conditions of this Agreement in any advertising, marketing or
       promotional materials without the prior written consent of the other
       party, such consent not to be unreasonably withheld, or except as may be
       required by law, provided the party publicizing obtains any
       confidentiality treatment available or as is defined in this Agreement.

13.8   EXPENSES: Except as may be expressly provided in the Agreement, each
       party will bear its own expenses in connection with the Agreement and
       the activities under it.

13.9   COMPLIANCE WITH EXPORT REGULATIONS: The parties acknowledge and agree
       that the Integrated Code is expected to contain encryption code and
       agree to comply with all U.S. export laws and regulations as well as
       applicable laws and regulations governing trade in other nations in
       which the Integrated Code is distributed.

13.10  FREEDOM OF ACTION: This Agreement is nonexclusive and either party may
       design, develop, manufacture, acquire or market competitive products or
       services provided such party does not infringe or misappropriate the
       other party's patent, copyrights, trade secrets or other proprietary
       rights. The parties will independently establish prices for resale of
       products and, except as provided in this Agreement, are not obligated to
       announce or market any products or services and do not guarantee the
       success of marketing efforts, if any.

13.11  FORCE MAJEURE: Neither party will be in default or liable for any delay
       or failure to comply with this Agreement due to any act beyond the
       control of the affected party, excluding labor disputes, provided such
       party immediately notifies the other.

13.12  INDEPENDENT CONTRACTORS: Each party's efforts in relation to this
       Agreement will be as an independent contractor. Nothing contained in
       this Agreement shall constitute the parties as entering upon a joint
       venture or partnership, or shall constitute either party the agent for
       the other party for any purpose or in any sense whatsoever.

13.13  PRIOR COMMUNICATIONS AND ORDER OF PRECEDENCE: The provisions of this
       Agreement, including Attachments and the CDA, constitute the entire
       agreement between the parties. This Agreement replaces any prior oral or
       written agreements or other communication between the parties with
       respect to the subject matter of this Agreement, excluding any
       confidential disclosure agreements. In the event of any conflict in these
       documents, the order of precedence will be: (i) the quantity, payment
       and delivery terms of any relevant purchase order; (ii) the relevant
       SOW; (iii) the Agreement; and (v) the remaining terms of any relevant
       purchase order.

13.14  RECORDKEEPING AND AUDIT RIGHTS: The parties will maintain (and provide
       to the other party access upon request as provided below) relevant
       accounting records to support invoices and payment obligations under
       this Agreement, for three (3) years following completion or termination
       of the Agreement. All accounting records will be maintained in
       accordance with generally accepted accounting principles. Each party
       shall have the right (at its expense, upon reasonable notice and during
       the other party's normal business hours) to have an independent
       certified public accountant inspect and audit the books and records of
       the other party for the purpose of verifying any reports, information or
       payments provided or due hereunder. All under/over payments revealed buy
       such audit shall be paid or returned to the affected party within thirty
       (30) days of the audit results.

13.15  RESERVATION OF RIGHTS: Unless explicitly granted in this Agreement,
       neither party grants the other any rights in any intellectual property,
       including patents and patent applications, by implication, estoppel or
       otherwise.

13.16  SEVERABILITY: If any term in this Agreement is found by competent
       judicial authority to be unenforceable in any respect, the validity of
       the remainder of this Agreement will be unaffected, provided that such
       unenforceability does not materially affect the parties' rights under
       this Agreement.


                                                                   Page 14 of 17

<PAGE>   16
13.17  SURVIVAL: In addition to the survival provisions in Section 10.0, "Term
       and Termination," the provisions set forth in the following Sections and
       Subsections of this Agreement will survive after termination of this
       Agreement and will remain in effect until fulfilled: 1.0 "Definitions,"
       3.0 "License Grants," 4.0 "Royalties," 5.0 "Source Code Escrow," 6.0
       "Ongoing Warranties," 7.0 "Indemnification and Limitation of Liability,"
       8.0 "Intellectual Property," 10.0 "Term and Termination," and 13.0
       "General."

13.18  WAIVER: An effective waiver under this Agreement must be in writing
       signed by the party waiving its right. A waiver by either party of any
       instance of the other party's noncompliance with any obligation or
       responsibility under this Agreement will not be deemed a waiver of
       subsequent instances.


ACCEPTED AND AGREED TO:                    ACCEPTED AND AGREED TO:


By: /s/ JOHN R. SWEETMAN     9-27-99       By: /s/ JOHN A. HEWITT, JR.   9-27-99
--------------------------------------     -------------------------------------
IBM Signature                 Date         Vision Signature               Date

John R. Sweetman                           John A. Hewitt, Jr.
--------------------------------------     -------------------------------------
Printed Name                               Printed Name

Contract Specialist, IBM Corporation       President and CEO
--------------------------------------     -------------------------------------
Title and Organization                     Title and Organization

IBM Address:                               Vision Address:
--------------------------------------     -------------------------------------
IBM Corporation                            Vision Software Tools, Inc.
3039 Cornwallis Road, 002/VRDA             2101 Webster Street, Eighth Floor
Research Triangle Park, NC 27709           Oakland, CA 94612
USA                                        USA







                                                                   Page 15 of 17



<PAGE>   17

ATTACHMENT 1: AUTHORIZATION FOR ELECTRONIC FUNDS TRANSFER

You hereby authorize IBM to initiate credit entries to the account listed below
in connection with agreed upon Electronic Data Interchange (EDI) transactions
between our companies. You agree that such transactions will be governed by the
National Automated Clearing House Association rules. This authority is to remain
in effect until IBM has received written notification of termination in such
time and such manner as to afford IBM a reasonable opportunity to act on it. IN
NO EVENT SHALL IBM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES AS A RESULT OF THE DELAY, OMISSION OR ERROR OF AN
ELECTRONIC CREDIT ENTRY, EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. This Agreement shall be governed by the laws of the State of New York.

Trading Partner Name                            VISION SOFTWARE TOOLS, INC.
                                                --------------------------------

Payment Remit Address                           ATTN: ACCOUNTS RECEIVABLE DEPT.
in the event a paper                            --------------------------------
check needs to be sent                          2101 WEBSTER STREET, 8th FLOOR
                                                --------------------------------
City, State                                     OAKLAND, CA        ZIP  94612
                                                --------------------------------
Account Payee (If different than above)         N/A
                                                --------------------------------
Address
                                                --------------------------------
City, State                                                        ZIP
                                                --------------------------------
EFT Domestic Banking Institution                CUPERTINO NATIONAL BANK
                                                --------------------------------
Contact Name/Title                              TOD RACINE, VICE PRESIDENT
                                                --------------------------------
Contact Phone Number                            650-813-3806
                                                --------------------------------
Address                                         THREE PALO ALTO SQUARE,
                                                --------------------------------
                                                SUITE 150
                                                --------------------------------
City, State                                     PALO ALTO, CA      ZIP 94306
                                                --------------------------------
Account Number                                  003103838            (MAX 17)
                                                -------------------
Bank Routing/Transit Cd                         ABA #121141152       (MAX 9)
                                                -------------------
Remit Advice Option                                  1   80-126-9440
(see attachment)                                -----    -----------------------
                                                         DUNS#/UserID + Acct#--
                                                     2   See Attachment
                                                -----
Tax ID Number                                   68-0255203
                                                -------------------

By                                              /s/ JOHN A. HEWITT JR.
                                                --------------------------------
                                                      authorized signature

Name                                            John A. Hewitt Jr.
                                                --------------------------------

Title                                           Pres. & CEO
                                                --------------------------------
Phone Number                                    510 433 4206
                                                --------------------------------
Date                                            9/27/99
                                                --------------------------------


                                                                   Page 16 of 17

<PAGE>   18

                             EFT REMITTANCE OPTIONS

OPTION 1 -- IBM sends funds electronically to trading partner's bank and sends
remittance advice electronically to the trading partner. The trading partner
must have EDI capability or be an IBM Forms Exchange user for this option. The
remittance will usually be received two days prior to the funds being deposited
-- the Effective Date on the remittance is the date the funds will be posted to
trading partner's account.

EDI ENABLED VENDORS:

This option requires a TPA agreement form completed. This option also required
your DUNS# or Account# + UserID -- Van Net and X12 version.

IBM FORMS EXCHANGE ENABLED VENDORS:

Remittances will be sent via forms exchange. Please go to your 'inbox' to view
all remittances.

OPTION 2 -- IBM sends funds and remittance advice electronically to trading
partner's bank. Trading partner's bank forwards the remittance advice to the
trading partner. The trading partner must verify with their bank that they have
the ability to receive the deposit and remittance and must make the appropriate
arrangements with their bank for forwarding of the remittance advice. Your
remittance file will be forwarded to your bank in a CTX format as an ACH
transaction. Please register with the commercial help line at your banking
institution.

THIS OPTION WILL BE SETUP FOR NON-EDI VENDORS.

NOTE: If an option is not selected on the EFT form, your will automatically be
set up with Option 2. Please make the necessary arrangements with your bank to
receive your remittance detail.

NOTE: If you have a foreign banking institution, please contact Tim Taylor at
607-755-2144.


                                                                   Page 17 of 17
<PAGE>   19
                                 IBM AND VISION
                     JOINT PRODUCT AND MARKETING AGREEMENT
                        JOINT PRODUCT STATEMENT OF WORK

This JP-SOW is part of any incorporates by reference the terms and conditions
of the Joint Product and Marketing Agreement and capitalized terms used herein,
unless defined herein, shall have the meaning ascribed to them in the Agreement.

ATTACHMENTS
Attachment 1: Certificate of Originality
Attachment 2: Product Support

1.0  SCOPE OF WORK

This SOW covers a new version of Vision's current product line that will be
built to re-host Vision's BLS on top of (and integrating) IBM WAS-AE. This SOW
details the structure of this joint development relationship. It also describes
the content of Release 1 of the new product called "BLS/WAS-AE" for the
purposes of this SOW.

The goal of this relationship is to create a product that is relevant to the
IBM market and Vision market place. The Vision product delivery to IBM will
consist of BLS and the associated Developer Studio. The IBM product delivery to
Vision will consist of WAS-AE and WS.

2.0  DESCRIPTION OF CODE

2.1  DESCRIPTION OF INTEGRATED CODE FOR RELEASE 1.  Integrated Code for Release
     1 consists of the BLS Code with WAS-AE silently installed and Developer
     Studio ("BLS/WAS-AE"), with WebSphere Studio ("WS") included in the product
     package [*]. Release 1 will consist of a US English language version and
     an International version.

2.2  INTEGRATED CODE FOR THE US ENGLISH LANGUAGE OF RELEASE 1 GENERAL
     DESCRIPTION.

     2.2.1  CODE NAME AND VERSION NUMBER: The Integrated Code for US English
            language Release 1 is the combined product Business Logic Server
            (with Developer Studio)/WebSphere Application Server, Advanced
            Edition (BLS/WAS-AE) Version 1.0, in Object Code form and WS.

     2.2.2  GENERAL DESCRIPTION OF ITS FUNCTION:

            A.  WebSphere Application Server-Advanced Edition is a portable,
                Java-based web application deployment platform which supports
                and executes Java Servlets, Java Beans, Java Server Pages, and
                Enterprise Java Beans while interacting with enterprise
                databases, transaction processing systems, and other
                applications for dynamic web content. It provides the
                portability and control of server-side business applications
                along with the performance and manageability of Enterprise Java
                Beans to offer a comprehensive Java-based Web application
                platform.

            B.  Vision Business Logic Server provides logic execution services
                for executing business rules. Vision Developer Studio is a
                complete development environment for developing presentation,
                business logic and data access logic for web applications.

            C.  BLS/WAS-AE hosts Vision's BLS on top of WAS-AE, providing the
                ability to deploy business logic as Enterprise Java Beans. The
                product will consist of two components: the Vision Developer
                Studio and the combined server.

            D.  WebSphere Studio is a set of web application development tools
                designed to allow web developers to create dynamic web
                applications that run on the WebSphere Application Server. The
                product will be delivered as its is shipped to IBM customers.
                In addition to

* Confidential treatment requested for redacted portion.

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<PAGE>   20

                WebSphere Studio 3.0, the package will include NetObjects
                ScriptBuilder 3.0 and VisualAge for Java Professional
                Edition 3.0.

        2.2.3   DOCUMENTATION: Documentation consists of developer and end-user
                external documentation. All documentation is produced and
                delivered in a delivery format, either HLP, PDF or HTML.

        2.2.4   OTHER MATERIALS: (none).

        2.2.5   DELIVERY LOCATION: Distributions will be delivered by Vision
                electronically to the designated IBM representative.

2.3     INTEGRATED CODE FOR THE US ENGLISH LANGUAGE VERSION OF RELEASE 1
        SPECIFIC DESCRIPTION

        2.3.1   CODE NAME AND VERSION NUMBER: BLS/WAS-AE, in Object Code
                format, including: (i) WAS-AE (per Section 2.2 and as described
                in Section 2.5 below), and (ii) BLS and Developer Studio (per
                Section 2.2 and as described in Section 2.7 below) and WS (per
                Section 2.2 and as described in Section 2.6 below).

        2.3.2   REQUIRED FUNCTION FOR BLS/WAS-AE: BLS/WAS-AE will have all of
                the features of WAS-AE (per Section 2.2 and as described in
                Section 2.5 below) and BLS and Developer Studio (per Section
                2.2 and as described in Section 2.7 below) plus the following:

                A.      Common install and configuration;

                B.      Ability to compile business objects into Enterprise
                        Java Beans;

                C.      Ability to host Vision Business Logic Services as
                        Enterprise Java Beans;

                D.      Ability to build and develop business logic in a non-US
                        English language (see below):

                E.      Ability to call into other Enterprise Java Beans; and

                F.      Ability to use RMI (over IIOP) for communication.

        2.3.3   PRODUCT/OPERATING SYSTEM SUPPORTED BY BLS/WAS-AE: The server
                portion will be supported on Windows NT Server Version 4.0, Sun
                Solaris Version 2.6 at the latest maintenance level, AIX
                Version 4.3.2 or later. The Developer Studio will be supported
                on Windows NT Version 4.0, and Windows 98.

        2.3.4   DOCUMENTATION FOR BLS/WAS-AE: WAS-AE end-user documentation
                consisting of: (i) the WAS-AE Documentation Center (HTML only);
                (ii) the Javadoc reference (HTML only, not translated); and
                (iii) the Getting Started guide (HTML, RTF, and PDF) and the
                BLS and Developer Studio end-user documentation consisting of:
                (i) BLS Admin guide (PDF, HLP); (ii) Getting Started guide (PDF,
                HLP); (iii) XDA connector manual (PDF, HLP); and (iv) Project
                Management guide (PDF, HLP).

        2.3.5   OTHER MATERIALS FOR BLS/WAS-AE: Test cases and test results, in
                text format.

        2.3.6   WS. The WS portion of the Integrated Code will have the
                description provided in Section 2.6.

        2.3.7   DELIVERY LOCATION AND OTHER SPECIFICS: Delivery will be
                electronic via the Internet to an individual/site specified by
                IBM.

2.4     INTEGRATED CODE FOR THE INTERNATIONAL VERSION OF RELEASE 1 GENERAL
        DESCRIPTION. The International version of Release 1 will be the US
        English language version of Release 1, with the addition of the
        following:

        2.4.1   [*]

        2.4.2   IBM will translate these versions into the group 1 languages:
                Spanish, French, Italian, German, Brazilian Portuguese,
                Simplified Chinese, Traditional Chinese, Korean and Japanese.

2.5     DESCRIPTION OF WAS-AE CODE.

        2.5.1   WAS-AE GENERAL DESCRIPTION.



[*] Confidential treatment requested for redacted portion.

                                                                    Page 2 of 13



<PAGE>   21
        A.  CODE NAME AND VERSION NUMBER:  WAS-AE is WebSphere Application
            Server Advances Edition (WAS-AE) Version 3.0, in object code form.

        B.  GENERAL DESCRIPTION OF ITS FUNCTION: WebSphere Application Server
            Advanced Edition is a portable, Java-based web application
            deployment platform which supports and executes Java Servlets, Java
            Beans, Java Server Pages, and Enterprise Java Beans while
            interacting with enterprise databases, transaction processing
            systems, and other applications for dynamic web content. It provides
            the portability and control of server-side business applications
            along with the performance and manageability of Enterprise Java
            Beans to offer a comprehensive Java-based Web application platform:

        C.  DOCUMENTATION: Documentation consists of developer and end-user
            external documentation. All documentation is produced and delivered
            in a softcopy format, either PDF or HTML.

        D.  OTHER MATERIALS: (NONE).

        E.  DELIVERY LOCATION: Distribution will be delivered electronically to
            the designated Vision representative.

2.5.2   WAS-AE SPECIFIC DESCRIPTION.

        A.  CODE NAME AND VERSION NUMBER: WebSphere Application Server Advanced
            Edition, in Object Code format, including:

            i)   all Java class files;
            ii)  selected DB2 files (see below);
            iii) IBM HTTP Server Version 3.0 executable; and
            iv)  IBM JDK Version 1.1.7 for Windows NT, Version 1.1.6 for AIX
                 and Solaris.

        B.  REQUIRED FUNCTION: THE FOLLOWING ARE FEATURES OF WAS-AE:

            i)     Java Servlet Runtime, including servlet configuration,
                   virtual hosting, aliasing, and filtering;
            ii)    Enterprise Java Bean support;
            iii)   Java Server Page 0.91 and 1.0 and tag support;
            iv)    XML Document Structure Services;
            v)     Support for IBM, Apache, Microsoft, and Netscape HTTP
                   Servers;
            vi)    User Profile and Session tracking;
            vii)   Connection pooling;
            viii)  Database Connections and Databeans;
            ix)    Access Control;
            x)     Administration;
            xi)    Security;
            xii)   Workload Management;
            xiii)  Trace and Debug Support;
            xiv)   Monitoring and Graphing;
            xv)    Logging;
            xvi)   Multi-node administration;
            xvii)  Modeling/Cloning for WLM Support; and
            xviii) Remote Servlet Execution Support.

        C.  The following features of DB2 are included:

            i)     DB2 Application Development;
            ii)    DB2 ADT Sample Programs;
            iii)   License Support for DB2;
            iv)    DB2 Client Application Enabler;
            v)     Code Page Conversion Tables;
            vi)    DB2 Connect;
            vii)   DB2 Communication Support;

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<PAGE>   22
                      viii) Administration Server;

                        ix) DB2 Engine;

                         x) DB2 Run-time Environment;

                        xi) DB2 Sample Database Source;

                       xii) License Support for DB2 UDB;

                      xiii) Java Support;

                       xiv) Open Database Connectivity; and

                        xv) DB2 Replication.

                    D.  PRODUCT/OPERATING SYSTEM SUPPORTED: [*].

                    E.  NATIONAL LANGUAGE SUPPORT VERSION REQUIRED: NLS Enabled
                        and translated into the group 1 languages: Spanish,
                        French, Italian, German, Brazilian Portugese, Simplified
                        Chinese, Traditional Chinese, Korean and Japanese.

                    F.  DOCUMENTATION: The WAS-AE end-user documentation
                        includes:

                        i) the WAS-AE Documentation Center (HTML only);

                       ii) the Javadoc reference (HTML only); and

                      iii) the Getting Started guide (HTML, RTF, and PDF).

                    G.  OTHER MATERIALS: Test cases and test results, in text
                        format.

                    H.  DELIVERY LOCATION AND OTHER SPECIFICS: Delivery will be
                        electronic via the Internet to an individual/site
                        specified by Vision.

                    I.  ENCRYPTION: WAS-AE will be provided in separate builds
                        with either 56-bit or 128-bit encryption technology. IBM
                        will identify the nature of the build to Vision per
                        Section 5.4.

      2.6   DESCRIPTION OF WS CODE.

            2.6.1   WS GENERAL DESCRIPTION.

                    A.  CODE NAME AND VERSION NUMBER: WS is WebSphere Studio
                        Version 3.0, in Object code form.

                    B.  GENERAL DESCRIPTION OF ITS FUNCTION: WebSphere Studio is
                        a set of web application development tools designed to
                        allow web developers to create dynamic web applications
                        that run on the WebSphere Application Server. The
                        product will be delivered as it is shipped to IBM
                        customers. The WS package will include WebSphere Studio
                        3.0, NetObjects ScriptBuilder 3.0 and VisualAge for Java
                        Professional Edition 3.0.

                    C.  DOCUMENTATION: Documentation consists of Developer and
                        end-user external documentation. All documentation is
                        produced and delivered in a softcopy format, either HLP,
                        PDF or HTML.

                    D.  OTHER MATERIALS: (None).

                    E.  DELIVERY LOCATION: Distributions will be delivered via
                        CD-ROM to the designated Vision Representative.

            2.6.2   WS SPECIFIC DESCRIPTION.

                    A.  CODE NAME AND VERSION NUMBER: WebSphere Studio Version
                        3.0 in Object Code format (as well as NetObjects
                        ScriptBuilder 3.0 in Object Code format and VisualAge
                        for Java Professional Edition 3.0 in Object Code
                        format).

                    B.  REQUIRED FUNCTION: The following are features of
                        WebSphere Studio:

                        i) Graphical display of the links between files in a
                           project;

                       ii) Automatic update of links whenever files change or
                           move;

                      iii) Registration of other tools for editing;


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                                                                    Page 4 of 13



<PAGE>   23
                        iv)     A built-in Page Designer to visually create and
                                edit HTML and JSP files;

                        v)      Wizards that jump-start the creation of dynamic
                                pages using databases and JavaBeans;

                        vi)     Staging and publishing to different (and to
                                multiple) servers;

                        vii)    An integrated Debugger to find JSP and Java
                                code problems;

                        viii)   Integration with popular source control
                                management software;

                        ix)     Applet Designer, a visual authoring tool for
                                building Java applets;

                        x)      WebArt Designer, for creating masthead images,
                                buttons, and other graphics; and

                        xi)     AnimatedGif Designer, for assembling GIF
                                animations.

                C.      PRODUCT/OPERATING SYSTEM SUPPORTED: Windows NT Version
                        4.0 with Service Pack 3, Windows 95, or Microsoft
                        Windows 98.

                D.      NATIONAL LANGUAGE SUPPORT VERSION REQUIRED: NLS Enabled
                        and translated into the group 1 languages: Spanish,
                        French, Italian, German, Brazilian Portuguese,
                        Simplified Chinese, Traditional Chinese, Korean and
                        Japanese.

                E.      DOCUMENTATION: WebSphere Studio end-user documentation:

                        i)      WS Documentation Center (HTML only);
                        ii)     Online help files (HLP); and
                        iii)    Getting Started guide (HTML, RTF and PDF).

                F.      OTHER MATERIALS: (none).

                G.      DELIVERY LOCATION AND OTHER SPECIFICS: Delivery will be
                        via CD-ROM to an individual / site specified by Vision.
                        In addition to WebSphere Studio 3.0, the CD will contain
                        NetObjects ScriptBuilder 3.0 and VisualAge for Java
                        Professional Edition 3.0.

2.7     DESCRIPTION OF VISION CODE (BLS AND DEVELOPER STUDIO).

        2.7.1   BLS AND DEVELOPER STUDIO GENERAL DESCRIPTION

                A.      CODE NAME AND VERSION NUMBER: BLS is Vision Business
                        Logic Server Version 5.0 and Developer Studio is Vision
                        Developer Studio Version 5.0, both in Object Code
                        format.

                B.      GENERAL DESCRIPTION OF ITS FUNCTION: Vision Business
                        Logic Server provides logic execution services for
                        executing business rules. Vision Developer Studio is a
                        complete development environment for developing
                        presentation, business logic and data access logic for
                        web applications.

                C.      DOCUMENTATION: Documentation consists of developer and
                        end-user external documentation. All documentation is
                        produced and delivered in a delivery format, either PDF
                        or HLP.

                D.      OTHER MATERIALS: Test cases, delivered in text format.

                E.      DELIVERY LOCATION: Distributions will be delivered
                        electronically to the designated IBM representative.

        2.7.2   BLS AND DEVELOPER STUDIO SPECIFIC DESCRIPTION.

                A.      CODE NAME AND VERSION NUMBER: Vision Business Logic
                        Server Version 5.0 and Vision Developer Studio Version
                        5.0, both in Object Code format.

                B.      REQUIRED FUNCTION: The following are features of Vision
                        Business Logic Server and Vision Developer Studio:

                        i)      Ability to compile business objects;
                        ii)     Ability to capture business rules;
                        iii)    Ability to reverse engineer existing objects;
                        iv)     Ability to deploy business objects to the
                                server;
                        v)      Ability to define applications using diagrams;
                        vi)     Ability to customize client and server objects;



                                                                    Page 5 of 13
<PAGE>   24
               vii)  Ability to monitor business logic execution;
               viii) Ability to bind business objects to presentation logic;
               ix)   Ability to manage result sets efficiently; and
               x)    Ability to integrate business rules with external data.

          C.   PRODUCT/OPERATING SYSTEM SUPPORTED: The Developer Studio is
               supported on [*]. The Business Logic Server is supported on [*].

          D.   NATIONAL LANGUAGE SUPPORT VERSION REQUIRED: The Business Logic
               Server will be NLS Enabled [*]. The Developer Studio will be NLS
               Enabled [*].

          E.   DOCUMENTATION: BLS and Developer Studio end-user documentation
               consists of:

               i)    BLS Admin guide (PDF, HLP);
               ii)   Getting Started guide (PDF; HLP);
               iii)  XDA connectors manual (PDF, HLP); and
               iv)   Project Management guide (PDF, HLP).

          F.   OTHER MATERIALS: Test cases, delivered in text format.

          G.   DELIVERY LOCATION AND OTHER SPECIFICS: Delivery will be
               electronic via the Internet to an individual/site specified by
               IBM.

3.0  IBM DELIVERABLES

3.1  WAS-AE. When it becomes available, IBM will deliver to Vision a golden
     master copy of WAS-AE for integration by Vision into the Vision Code to
     produce Release 1 of the Integrated Code.

3.2  WAS-AE DRIVERS. When they become available, IBM will deliver to Vision
     IBM's internal drivers for WAS-AE. Based upon driver stability, the IBM
     Development Manager will determine which drivers are appropriate for
     delivery by IBM to Vision. This early access will allow Vision to start
     both analysis of the new features and test for backward compatibility
     early on in the release cycle. Vision realizes that these are early builds
     and as such have not completed IBM's full test cycle; hence. IBM will
     provide Vision with functional restrictions associated with these early
     builds.

3.3  WS. IBM will deliver to Vision a golden master copy of WS for eventual
     distribution as part of the Integrated Code.

3.4  IBM MAINTENANCE RELEASES AND PATCHES. During the term of the Agreement,
     IBM will deliver all maintenance releases and patches of WAS-AE and WS
     made available to other IBM customers to Vision, including those that
     result from defects reported to IBM by Vision. The maintenance releases
     and patches will be provided to Vision when they are provided to IBM's
     commercial customers.

3.5  IBM-TRANSLATED MATERIALS. IBM will deliver the IBM-translated versions of
     Vision's PII files and documentation as they are described in Section
     4.1.3 to Vision for incorporation into the Vision Code.

3.6  TEST CASES. IBM will deliver to Vision those WAS-AE test cases which are
     relevant to the development effort.

3.7  IBM DOCUMENTATION. IBM will deliver to Vision the WAS-AE Getting Started
     Guide in source format and the WAS-AE Documentation Center in US English
     and in supported translated languages as specified in Section 5.2.1 to
     Vision. These guides will use the generic nomenclature and will not be
     company specific in their identification of various components. However,
     in the interest of shipping the respective products at the earliest
     reasonable date, the product documentation may include company-specific
     references in Release

* Confidential treatment requested for redacted portion.


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<PAGE>   25
     1. The documentation for any other IBM products addressed in this JP-SOW
will be delivered to Vision consistent with that product's IBM deliverable to
its customers.

3.8  INSTALLATION CODE. IBM will deliver to Vision WAS-AE silent install Object
     Code. This Code will allow WAS-AE to be silently installed by BLS in the
     BLS/WAS-AE product.

4.0  VISION DELIVERABLES

4.1  BLS/WAS-AE.

     4.1.1  Preliminary Builds. Vision will deliver to IBM builds of BLS/WAS-AE
            after Visions's code freeze (which is equivalent to the code and
            unit test completed phase). Based upon driver stability, the Vision
            Development Managers will determine which builds are appropriate
            for delivery by Vision to IBM. This early access will allow IBM to
            start both analysis of the new features and test for backward
            compatibility early on in the release cycle. IBM realized that
            these are early builds and as such have not completed Vision's full
            test cycle. Vision will provide IBM with functional restrictions
            associated with these early builds.

     4.1.2  Final Build. Vision will deliver to IBM a fully-tested version of
            BLS/WAS-AE in an installable format. The final builds will meet the
            specification described in Section 9.0 "Acceptance."

     4.1.3  PII Volumes. Vision will deliver to IBM its Program Integrated
            Information ("PII") volumes. Vision will also deliver to IBM its
            non-PII volumes. Non-PII includes HTML and product documentation
            (PDF and help files). These deliveries will occur as referenced in
            Section 8.0.

     4.1.4  Complete NLS Build. Vision will deliver to IBM the complete NLS
            builds of BLS/WAS-AE as well as a separate Vision Developer Studio
            NLS build for TVT prep/entry in an operational and installable
            format. These deliveries will occur as referenced in Section 8.0.

     4.1.5  Final NLS Build. Vision will deliver to IBM the final NLS builds of
            BLS/WAS-AE as well as a separate Vision Developer Studio NLS build
            in an installable format based on TVT-exit level code. These
            deliveries will occur as referenced in Section 8.0.

     4.1.6  Test Cases. Vision will deliver to IBM those BLS and Developer
            Studio test suites, its BLS/WAS-AE port of those test suites, and
            its BLS/WAS-AE test cases that are relevant to the development
            effort.

4.2  VISION MAINTENANCE RELEASES AND PATCHES. During the term of this Agreement,
     Vision will deliver all maintenance releases and patches of BLS/WAS-AE to
     IBM, including those that result from defects reported to Vision by IBM.
     The maintenance releases and patches will be provided to Vision when they
     are provided to IBM's commercial customers.

4.3  VISION DOCUMENTATION. Vision will deliver the following items in US
     English to IBM as part of the BLS/WAS-AE delivery:

     4.3.1  Developer's guide to using BLS/WAS-AE;
     4.3.2  System Administration guide for BLS/WAS-AE;
     4.3.3  Developer's Reference for BLS/WAS-AE;
     4.3.4  Vision API documentation;
     4.3.5  On-line help files; and

                                                                    Page 7 of 13
<PAGE>   26
        4.3.6   Getting Started (Vision's book).

        The Vision Documentation will be delivered in two output formats: Adobe
        Acrobat Format (.pdf) and Windows help (.hlp). Additionally, to
        facilitate the reformatting of these guides to IBM product standards,
        Vision will provide the documentation source to IBM in Framemaker and
        Rich Text Format. These guides will use the generic nomenclature and
        will not be company specific in its identification of various
        components. However, in the interest of shipping the respective products
        at the earliest reasonable date, the product documentation may include
        company-specific references in Release 1. For Release 1, the images will
        not be converted to different documentation formats and will not be
        localized to various languages.

5.0     IBM RESPONSIBILITIES

5.1     IBM DELIVERABLES. IBM will provide all IBM Deliverables to Vision in
        accordance with the Schedule in Section 8.0 and the specifications
        described in this SOW.

5.2     NATIONAL LANGUAGE SUPPORT ("NLS").

        5.2.1   NLS Translation of Vision Code. IBM will translate the Vision
                Code, perform a translation verification test ("TVT") and
                deliver the IBM-translated version of these files and
                documentation to Vision for eventual distribution as part of
                Vision's version of the BLS/WAS-AE product. The Vision Code will
                be translated into group 1 languages: Spanish, French, Italian,
                German, Brazilian Portuguese, Simplified Chinese, Traditional
                Chinese, Korean and Japanese. [*].

        5.2.2   NLS and IBM Code. The IBM Code is NLS enabled for all platforms
                [*].

        5.2.3   [*]

        5.2.4   Timing of Delivery. Due to the time needed to translate the PII
                and non-PII volumes, the translated PII and non-PII volumes will
                be available for delivery by IBM to Vision following the US
                English language delivery by an expected 30 days.

5.3     TESTING AND QUALITY ASSURANCE.

        5.3.1   IBM will perform a TVT per Section 5.2.1.

        5.3.2   IBM will review Vision's BLS/WAS-AE test plans/cases in order to
                independently confirm their comprehensiveness. Any proposed
                modifications to these test plans/cases will need to be mutually
                agreed upon.

        5.3.3   IBM will provide the necessary number of engineers to work with
                Vision during the testing process to help test and certify
                acceptance (per Section 9.0) of the BLS/WAS-AE product.


* Confidential treatment requested for redacted portion.

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<PAGE>   27


      5.3.4    IBM will create a test plan/cases to test the BLS/WAS-AE product
               that it intends to complete in parallel with the Vision testing.
               At the completion of the NLS TVT, IBM or Vision may decide to
               refresh the previously released English version of the product
               via the service stream to incorporate any functional defect
               solutions. Additional details regarding personnel requirements
               will be included in the IBM's test plan.

      5.3.5    IBM will report all BLS and related Vision Code and Documentation
               defects to Vision for appropriate resolution. Upon receipt of the
               defect solution, IBM will verify that the solution corrects the
               original defect and so inform Vision. Additional testing details
               will be included in IBM's test plan.

5.4    Encryption. IBM will identify to Vision the levels of encryption for each
       WAS-AE build delivered to Vision. (See Section 7.5).

6.0    VISION RESPONSIBILITIES

6.1    Vision Deliverables. Vision will provide all Vision Deliverables to IBM
       in accordance with the Schedule in Section 8.0 and the specifications
       described in this SOW.

6.2    National Language Support ("NLS"). Vision will NLS-enable the Vision
       Code and deliver to IBM as part of the BLS/WAS-AE delivery all
       externalized resource files, documentation and help files for NLS
       translation by IBM as described under Section 5.1. Vision will perform
       an NLS enablement verification test. All of the NLS enablement test
       cases, as reviewed by IBM (per Section 5.3.2), must be executed to
       completion before IBM can perform a TVT.

6.3    TESTING AND QUALITY ASSURANCE.

       6.3.1  Vision has a regression suite to test multiple aspects of the
              Vision Developer Studio and BLS products. Vision will port the
              test suite to enable testing of the BLS/WAS-AE product. In
              addition, Vision will develop new tests for the integrated
              product. This testing suite will be used to certify the BLS/WAS-AE
              product. [*] The platform matrix will be included in the Vision's
              product test documentation as referenced in Section 5.3.2. [*]
              Vision intends to use its QA staff to its fullest and expects to
              assign the necessary number of QA engineers to help with the
              complete testing and certification of the project.

       6.3.2  Vision will report all WAS-AE and related IBM Code and
              Documentation defects to IBM for appropriate resolution. Upon
              receipt of the defect solution from IBM, Vision will verify that
              the solution corrects the original defect and so inform IBM.
              Additional testing details will be included in Vision's test plan.

       6.3.3  Vision personnel will be available to assist IBM in the testing of
              the English language version of the BLS/WAS-AE product. At lest
              one Vision employee will be expected to assist the IBM TVT team on
              site with the execution of their activities to verify the proper
              translation of the Vision product(s) and to maintain the TVT
              schedules. Additionally, Vision may be required, at IBM's
              discretion, to provide daily or more frequent delivery of product
              builds (Preliminary Builds) during the TVT to allow that test to
              maintain its project schedule goals. The TVT build requirements
              usually pertain to the correction of translated information only,
              but may also require functional defect corrections.




 *   Confidential treatment requested for redacted portion.

                                                                   Page 9 of 13

<PAGE>   28
      6.3.4 Vision will review IBM's BLS/WAS-AE test plans/cases in order to
            ensure their comprehensiveness. Any proposed modifications to these
            test plans/cases after the review must be approved by IBM.

      6.3.5 Vision will perform NLS-enablement testing per Section 6.2.

      6.3.6 Vision will perform a final functional/installation regression test
            on the BLS/WAS-AE final build to ensure that all components are
            installed properly before delivery to IBM.

6.4   END-USER PRODUCT LICENSING. Before providing BLS/WAS-AE product to IBM,
      Vision will disable all key-enabled utilities such that the use of the
      BLS/WAS-AE product by IBM end-users is not contingent upon key access.

7.0   JOINT RESPONSIBILITIES

7.1   DEVELOPMENT.

      7.1.1 [*]

      7.1.2 [*]

      7.1.3 Each party will provide the appropriate project personnel and
            tracking information to the other on a regularly scheduled basis.
            This will be provided during a weekly conference call.

7.2   YEAR 2000 TESTING. Vision will test the Year 2000 compliance of
      BLS/WAS-AE and ensure that it is Year 2000 ready such that when used in
      accordance with the appropriate documentation it is capable of correctly
      processing, providing, receiving and displaying date data before and
      after January 1, 2000 (including without limitation leap year
      calculations), provided that all products (for example, hardware, software
      and firmware) used with BLS/WAS-AE properly exchange accurate date data
      with it.

7.3   PRODUCT MANUFACTURING. Each party will produce the appropriate media and
      physical documentation for products incorporating the Integrated Code
      independently. Each party will provide to the other the necessary CD
      media layout information to enable each company to package the products
      for their respective offerings.

7.4   PRODUCT USER INTERFACE. The user interface for the Integrated Code will
      remain intact with the only change between the IBM and Vision versions
      being the product name, icon and any terms, conditions and prices offered
      by the parties. IBM will supply a product name and icon that will be used
      consistently across the product for the IBM version of the Integrated
      Code. IBM and Vision will include the necessary copyright and trademark
      notices in the Integrated Code for each other's components.

7.5   ADMINISTRATIVE REQUIREMENTS. WAS-AE contains 56-bit or 128-bit
      encryption technology. This technology is required to be registered with
      the US Government and handled appropriately according to the US State
      Department guidelines.

* Confidential treatment requested for redacted portion.



                                                                   Page 10 of 13
<PAGE>   29
7.6  CERTIFICATES OF ORIGINALITY. Each party will provide the other with a
Certificate of Originality for the IBM Code and Vision Code (respectively),
substantially in the format of Attachment 1.

8.0  SCHEDULE


The following chart describes the series of milestones that the parties
understand must be achieved in order to maintain the defined schedule. These
milestones are specified in order to ensure a reasonable set of expectations
for the delivery schedule from each party.


[*]

9.0  ACCEPTANCE

9.1  IBM's acceptance test is expected to consist of a subset of the previously
     executed test cases completed by Vision and IBM. The acceptance tests may
     include one or more of the following: (i) component testing; (ii)
     functional verification testing; (iii) system testing; and (iv)
     compatibility testing.

9.2  The acceptance criteria will be determined in advance according to the
     schedule in Section 8.0. At a minimum, IBM will determine if:

     9.2.1     the Integrated Code meets the specifications described in this
               SOW;


* Confidential treatment requested for redacted portion.

                                                                   Page 11 of 13
<PAGE>   30
     9.2.2     the Integrated Code executes repetitively within the system
               environment described in this SOW;

     9.2.3     IBM can successfully execute to completion all functional and
               system test scenarios; and

     9.2.4     all Severity 1 and Severity 2 (as those terms are defined in the
               Product Support Attachment) problems are resolved, or an action
               plan to resolve them has been agreed upon by IBM and Vision. This
               action plan shall have specific dates and responsibilities
               identified.

9.3  The final acceptance test of the NLS versions will be the TVT.

10.0 PRODUCT SUPPORT

10.1 For the purposes of this Section 10 and of the Product Support Attachment,
     "Licensor" and "Licensee" shall refer to Vision or IBM, as applicable,
     depending on whether the party is the licensor or licensee of the rights
     granted in Sections 3.1 and 3.2 of the Joint Product and Marketing
     Agreement.

10.2 Each party will provide the staff and processes required to deliver Level 1
     and 2 product support directly to its respective customers for the
     Integrated Code as defined in the Product Support Attachment.

10.3 The Licensor will provide the staff and processes required to deliver Level
     3 product support to the Licensee for the Licensor's portion of the
     Integrated Code (IBM Code or Vision Code, respectively) as defined in the
     Product Support Attachment.


ACCEPTED AND AGREED TO:                       ACCEPTED AND AGREED TO:




By: /s/ JOHN R. SWEETMAN  9-27-99             By: /s/ JOHN A. HEWITT JR. 9-27-99
--------------------------------------        ----------------------------------
IBM Signature             Date                Vision Signature           Date

John R. Sweetman                              John A. Hewitt Jr.
--------------------------------------        ----------------------------------
Printed Name                                  Printed Name

Contract Specialist, IBM Corporation          President & CEO
--------------------------------------        ----------------------------------
Title and Organization                        Title and Organization

IBM Address:                                  Vision Address:
--------------------------------------        ---------------------------------
IBM Corporation                               Vision Software Tools, Inc.
3039 Cornwallis Road, 002/VRDA                2101 Webster Street, Eighth Floor
Research Triangle Park, NC 27709              Oakland, CA 94612
USA                                           USA


                                                                   Page 12 of 13
<PAGE>   31
ATTACHMENT 1: CERTIFICATE OF ORIGINALITY

The Certificate of Originality questionnaire may be used to cover one complete
Licensed Work, even if that Licensed Work includes multiple modules. Write "not
applicable" or "N/A" if a question is not relevant to the furnished software
material.

1.   The following Certificate of Originality applies to ___________ described
     in this Statement of Work.

2.   Was any portion of the software material written by anyone other than you
     or your employees within the scope of their employment? YES ___ NO ___ If
     YES, identify the author and the circumstances:

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

          i.   Specify for each involved party the name, address, and
               citizenship:

          ii.  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 within the scope of their employment)?

          iii. If the party is an individual, did he/she 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 contractual relationship:

     B)   How did you acquire title to the software material written by the
          other party?

3.   Are any copyright, confidentiality, or proprietary notice(s) present
     on the software material(s)? YES ___ NO ___ If YES, please describe such
     notice(s).

4.   Was any portion of the software material (e.g., Code, associated
     documentation or Externals) derived from preexisting works (either yours or
     a third party's), including any code from freeware, shareware, electronic
     bulletin boards, or the Internet? YES ___ NO ___  If YES, please identify
     the material, author, owner and copyright notice, if any, for each of the
     preexisting materials.

5.   Does any of the software materials (e.g., Code, associated documentation or
     Externals) include recognizable voices, pictures or other likenesses?
     YES ___ NO ___  If YES, how did you acquire rights to use such recognizable
     voices, pictures or other likenesses?

6.   Provide an explanation of any other circumstance which might affect the
     licensee's ability to reproduce, distribute and market this software
     material, including whether your software material was prepared from any
     preexisting materials which have any: a) confidentiality or trade secret
     restrictions to others; b) known or possible royalty obligations to others;
     and c) used other preexisting materials developed for another party or
     customer (including government) where you may not have retained full rights
     to such other preexisting materials.

Authorized Signature:    /s/ JOHN A. HEWITT JR.
                         ------------------------------

Name:                    John A. Hewitt Jr.
                         ------------------------------

Title:                   Pres. & CEO
                         ------------------------------

Date:                    9-27-99
                         ------------------------------


                                                                   Page 13 of 13
<PAGE>   32
ATTACHMENT 2: PRODUCT SUPPORT

This Product Support Attachment is part of and incorporates by reference the
terms and conditions of the Joint Product and Marketing Agreement and its
Statements of Work and other Attachments, and capitalized terms used herein,
unless otherwise defined herein, shall have the meaning ascribed to them in the
Agreement.

1.0     DEFINITIONS

1.1     "CUSTOMER" is the end-user of the Integrated Code.

1.2     "CORRECTION TIMES" are objectives that each party must achieve for
        resolution of errors and distribution of the appropriate correction to
        the Customer or to the Licensee (as appropriate).

        1.21.    "Severity 1" requires maximum effort support until an emergency
        fix or bypass is developed and available for shipment to the Licensee.
        Critical situations may require Licensee and Licensor personnel to be at
        their respective work locations or available on an around-the-clock
        basis. The objective will be to provide relief to Licensee within [*]
        hours and provide a final solution or fix within [*] days;

        1.22     "Severity 2" must be resolved within [*] calendar days;

        1.23     "Severity 3" must be resolved within [*] calendar days; and

        1.24     "Severity 4" must be resolved with a bypass or by the next
                 release of the product.

        The calendar days begin when Licensor receives the PMR from Licensee and
        supporting documentation and end when the Maintenance modification or
        other resolution is shipped to Licensee. Licensee will consider
        exceptions from these objectives when warranted by technical or business
        considerations.

1.3     PMR SEVERITY LEVELS are designations assigned by Licensee to errors
        reported to indicate the seriousness of the error based on the impact
        that the error has on the operation of Licensee or its Customer:

        1.31    SEVERITY 1 is a critical problem. Licensee or its Customer
                cannot use the Licensor Code or there is a critical impact on
                the operations of Licensee or its Customer which requires an
                immediate solution;

        1.32    SEVERITY 2 is a major problem. Licensee can use the Licensor
                Code, but an important function is not available or the
                operations of Licensee or its Customer are severely impacted;

        1.33    SEVERITY 3 is a minor problem. Licensee can use the Licensor
                Code with some functional restrictions, but it does not have a
                severe or critical impact on the operations of Licensee or its
                Customer; and

        1.34    SEVERITY 4 is a minor problem that is not significant to the
                operations of Licensee or its Customer. Licensee may be able to
                circumvent the problem.

1.4     Licensee Test Systems are an appropriate configuration of installed
        hardware and software that Licensee maintains which is representative of
        typical Customer installations using the Integrated Code. These test
        systems will contain, at a minimum, a level or prerequisite/co-requisite
        hardware and software that is correspondent with that of the documented,
        supported platforms of the shipping product (e.g. the product
        prerequisite requirements).

1.5     Maintenance Level Service is the service provided when Licensee
        identifies an error.

        1.51.    LEVEL 1 is the service provided in response to Licensee's
        initial phone call identifying an error.

        1.52.    LEVEL 2 is the service provided to reproduce and attempt to
        correct the error or to find that the service provider cannot reproduce
        the error.


* Confidential treatment requested for redacted portion.


                                                                     Page 1 of 5

<PAGE>   33
     1.53 Level 3 is the service provided to isolate the error at the component
          level of the Code. The service provider distributes the Maintenance
          Modification or circumvention or gives notice if no Maintenance
          Modification or circumvention is found.

1.6  PROBLEM DETERMINATION/CHARACTERIZATION is the process of determining
     whether a problem is being caused by hardware, software or documentation.

1.7  PROBLEM MANAGEMENT RECORD ("PMR") is a record created when Licensee makes
     the initial support request. This record becomes a part of the Licensee's
     problem management system database and records the essential information
     about Licensee's question or problem.

1.8  PROBLEM SOURCE IDENTIFICATION is the process of determining which software
     or documentation component is failing or attributing the failure to some
     external cause such as a Licensee error or to no trouble found.

2.0  MAINTENANCE AND SUPPORT RESPONSIBILITIES

2.1  The parties will agree to the specific details of the process flow each
     will follow to resolve problem calls for requests for support 30 days
     prior to the general availability of the first Integrated Code product
     released by one of the parties.

2.2  Licensor will provide Licensee electronic (softcopy) information on any
     known problems in the Licensor Code and the work arounds and solutions, if
     available, within fourteen (14) days prior to the general availability of
     the Integrated Code.

2.3  IBM Customers will initiate requests for support by contacting IBM; Vision
     Customers will initiate requests by contacting Vision. IBM or Vision, as
     appropriate, will perform the following Maintenance Level Service (Level
     1) support responsibilities for its Customers, as described below. Each
     party will:

     2.31 create the PMR;

     2.32 obtain from the Customer a description of the problem, and verify
          its severity;

     2.33 search its data base for known problems;

     2.34 provide the available resolution if the problem is known;

     2.35 recommend local assistance as required;

     2.36 if no resolution, pass the PMR to that party's Level 2 personnel; and

     2.37 update the PMR, documenting Level 1 actions.

     Each party will be the primary contact point for its Customers for
     questions, problems and assistance concerning the Integrated Code. Either
     party may use a third party to perform its obligations.

2.4  thirty days prior to general availability of the Integrated Code, each
     party will establish a process to check incoming electronic requests for
     Level 3 support at least twice daily.

2.5  The parties agree to the following Customer Product Maintenance Level
     Service responsibilities.

     2.51 Each party will perform the following Level 2 responsibilities for its
          Customers:

          A.   receive the PMR from its Level 1 personnel;

          B.   analyze problem symptoms and gather additional Customer data
               from its Level 1 personnel as required;

          C.   recreate the problem on its Test Systems;

          D.   determine if the error is due to improper installation of the
               Integrated Code by the Customer;

                                                                     Page 2 of 5


<PAGE>   34

                E.      determine if the suspected error is due to prerequisite
                        or operationally related equipment or software at the
                        Customer location;

                F.      determine if the error is due to the Licensor Code;
                        attempt a bypass or if so, create a new PMR between
                        Licensee and Licensor for the error circumvention for
                        high impact problems, i.e., Severity 1 and 2;

                G.      if no resolution and the problem appears not to be with
                        the Licensor Code, to be a newly discovered Code or
                        documentation error, create a problem analysis record.

                H.      update the PMR, documenting Level 2 actions.

        2.52    Licensor will perform the following Level 3 responsibilities if
                the error is determined at Level 2 to be connected to the
                Licensor Code:

                A.      receive the PMR and supporting documentation and
                        materials;

                B.      analyze the problem symptoms and diagnose the suspected
                        error;

                C.      notify Licensee's Level 2 personnel if additional
                        information, materials or documentation are required;

                D.      assist Licensee's Level 2 personnel in attempting to
                        develop a bypass or circumvention for high impact
                        problems, e.g., Severity 1 and 2;

                E.      If Maintenance Modifications are required to the
                        Licensor Code, provide Maintenance Modifications to
                        Licensee in the format specified by Licensee;

                F.      if Licensor requests, Licensee will assist Licensor in
                        obtaining additional materials to support problem
                        determination, problem source identification and problem
                        resolution;

                G.      provide resolution to PMRs according to the assigned
                        Severity Level and within the defined Correction Time,
                        such Correction Times including building, testing,
                        certifying successful tests of Maintenance
                        Modifications, and packaging for shipment to Licensee
                        and applicable Maintenance Modifications in the physical
                        format specified by Licensee;

                H.      receive technical questions, and supporting
                        documentation and materials;

                I.      analyze the technical questions and provide answers to
                        Licensee;

                J.      for high impact situations, e.g. Severity 1 and 2,
                        provide technical backup support to Licensee on the
                        Integrated Code for the Licensor Code as provided above
                        and provide assistance in answering questions that may
                        arise concerning the operation and use of the Licensor
                        Code that cannot be resolved by Licensee; and

                K.      close out the problem record with Licensee.


2.6     Level 3 Problem Resolution Criteria. The following criteria apply to
        Licensor's Maintenance and Support under this Agreement. Maintenance
        and Support under this Agreement. Maintenance and Support includes both
        work associated with defects in the Code or Documentation. The criteria
        listed below are during the times described in Section 2.6 below unless
        noted differently. Licensor's obligation to resolve defects begins when
        the problem is transferred to Licensor and ends when the problem is
        determined not to be a defect in the Code, or when the final resolution
        is accepted by Licensee.

2.7     Licensor agrees not to discuss or disclose problem resolution
        information, where Licensee identifies such information as confidential
        pursuant to the terms and conditions of the CDA referenced in the
        Agreement, with any third parties without obtaining Licensee's prior
        written consent (e-mail authorization is sufficient).

        2.71    Initial Response Times. The initial response is an
                acknowledgment from Licensor to Licensee that a problem has been
                transferred to Licensor. Licensor must provide response to
                Licensee within the following time periods:


                                                                     Page 3 of 5

<PAGE>   35
            [*]

      2.72  Temporary Relief. Unless Licensor has provided Licensee a final
            resolution, Licensor agrees, if possible, to provide Licensee
            Temporary Relief to the problem (as Licensee determines acceptable)
            within the following time periods:

            A.    [*]

            B.    Severity 2 - Not applicable

            C.    Severity 3 - Not applicable

            D.    Severity 4 - Not applicable

      2.73  Final Resolution. Licensor agrees to provide a final resolution as
            soon as reasonably possible but no later than the Correction Times.

2.8   At least once every year, Licensor will provide a service pack for the
      Licensor Code that includes all Maintenance Modifications to the Licensor
      Code. Licensor will provide service packs for the Licensor Code to
      Licensee when such versions are provided to other Licensor customers.
      Additional service packs for the Licensor Code will be provided as
      determined and mutually agreed to by Licensee and Licensor in the event
      they become necessary due to the frequency or severity of newly
      discovered defects.

2.9   Licensor will maintain procedures to ensure that new Maintenance
      Modifications are compatible with previous Maintenance Modifications.

2.10  Delivery of Maintenance Modifications and migration Code to the Licensee
      will be done as mutually agreed to by the Development Managers.

2.11  Vision will provide IBM with read only access to the BLS Bug Tracking
      System and any knowledge database or systems used by the Vision technical
      support team. IBM will provide access to similar IBM information systems
      pertaining to the IBM Code to the Vision customer support, quality
      assurance and development teams.

3.0   PMR ORIGINATION AND CORRECTION

3.1   Licensor will also report (via the information system/Bug Tracking System
      access described in Section 2.11) to Licensee as PMR's all valid errors
      discovered by Licensor and resolve such errors as set out below within
      the applicable Correction Times:

      3.11  the fix to the Object Code in machine-readable form including a
            hard copy description of the Maintenance Modifications (which may
            include a paper submission of the Maintenance Modifications);

      3.12  the Maintenance Modifications to the Source Code in
            machine-readable form that corresponds to the Object Code
            Maintenance Modifications; and

      3.13  for a procedural work-around, the corrected procedure in
            machine-readable form.

3.2   Comments received by Licensee that do not form the basis of a PMR will be
      forwarded to Licensor for proper and prompt handling as appropriate.

* Confidential treatment requested for redacted portion.


                                                                     Page 4 of 5
<PAGE>   36
4.0     TRAINING

4.1     Licensor will provide training on the Licensor Code at Licensee's
        request, at Licensor's expense, and at the scope and level of effort
        described below. This training will be provided on Licensor's premises
        and will include:

        4.11    Level 1 and Level 2 technical training and education of the
                Licensee development staff on the workings of the Code;

        4.12    Level 1 and Level 2 training on the Object Code version of the
                Licensor Code for Licensee personnel within ninety (90) days of
                delivery of the Licensor Code. This training will be for up to
                fifteen (15) persons for a duration to be mutually agreed upon
                and provide to Licensee the knowledge and use of any error
                detection database, support detection methods, etc. that reduces
                the delay to Customer issue resolution. Licensor will provide
                Licensee, for its review and concurrence, a course description
                including course objectives, an outline, required advance study
                assignments, and course completion criteria;

        4.13    Refresher and update Object Code version training at Licensee
                should occur with each major release or feature enhancement.
                Such training will be in a format similar to the initial course;
                and

        4.14    Each party will be responsible for its own travel-related
                expenses.

5.0     GENERAL

5.1     Each party will provide to the other the name and phone numbers of that
        party's personnel to contact when high priority problems are encountered
        outside of normal working hours that require immediate assistance. IBM's
        normal working hours are defined as 8:00AM to 5:00PM, Monday thru
        Friday, Eastern Standard Time. Vision's normal working hours are defined
        as 6:00AM to 6:00PM, Monday thru Friday, Pacific Standard Time.

5.2     Licensor will provide to Licensee, on request, information regarding
        the status of reported PMRs related to the Licensor Code.

5.3     It is desirable that Licensee report PMRs and status requests to
        Licensor via an electronic interface and that Licensor send Maintenance
        Modifications, status updates and requests for additional documentation
        to Licensee via the same interface. Licensee and Licensor will jointly
        plan the electronic system. Each party is responsible for funding the
        costs of this interface at its location.

5.4     Critical situations may require the parties to use the telephone for
        immediate communications. The parties will follow such communications
        via the electronic interface for tracking and recording purposes. Each
        party is responsible for funding the costs of this communication at its
        location.

5.5     In circumstances where materials have to be exchanged using facsimile or
        courier services, each party is responsible for funding the costs of
        these exchanges via facsimile or courier services at its location.

5.6     Licensor will participate in monthly telephone conference calls with
        Licensee to review the status and performance of the parties'
        obligations. These calls may be scheduled more or less frequently as
        agreed to by the Development Managers. Each party is responsible for
        funding the costs of these conference calls at its location.

                                                                     Page 5 of 5
<PAGE>   37

                                 IBM AND VISION
                     JOINT PRODUCT AND MARKETING AGREEMENT
                       JOINT MARKETING STATEMENT OF WORK

This JM-SOW is part of and incorporates by reference the terms and conditions of
the Joint Product and Marketing Agreement and capitalized terms used herein,
unless otherwise defined herein, shall have the meaning ascribed to them in the
Agreement.

This SOW covers a new version of Vision's current product line that will be
built to re-host Vision's BLS on top of IBM WAS-AE. This SOW details the
structure of this joint marketing relationship.

1.1     The Integrated Code will be licensed and distributed by both Vision and
        IBM (and their respective distributors) under their respective logos,
        prices, terms, and conditions.

1.2     IBM will require a "WebSphere inside" or similar attribution of the
        product and must approve the product name of the Vision release of the
        Integrated Code, such approval not to be unreasonably withheld or
        delayed.

        IBM intends to include Vision attribution in the appropriate product
        description information used with the IBM product, and will attempt to
        include product identity linkage with the Vision product in the IBM
        product name, but will not include the word "Vision." If necessary
        Vision agrees to provide IBM the appropriate trademark license rights
        in order to provide attribution to Vision.

1.3     Vision and IBM will provide skills transfer to each other's field
        sales. The skills transfer will consist of sales training and "T3" or
        "train the trainer" education. Each party will be responsible for its
        own expenses incurred pursuant to this Section 1.3 The details and
        location will be mutually agreed upon via the Marketing Program
        Managers.

1.4     IBM and Vision will use reasonable efforts to develop and implement
        marketing programs. Both parties will provide reasonable support to
        each other to accomplish these tasks as described in the Marketing
        Activities Attachment. Both parties will have the right to use
        marketing collateral produced to create their own versions of the
        collateral.

1.5     To create awareness and generate demand for the Releases, IBM and Vision
        will each make marketing investments as further defined in the Marketing
        Activities Attachment to support activities such as:

        1.5.1   Relationship announcement, product announcements, ongoing press
                and consultant activities;

        1.5.2   Concept awareness for e-business automation and concept
                education on Business Logic Server and business rules
                automation;

        1.5.3   Strategic positioning of the Releases in the context of IBM's
                Application Framework for e-business, the WebSphere family of
                web application servers, and the VisualAge family of products;

        1.5.4   Product and marketing campaign web linkages;

        1.5.5   e-business seminars, business shows, and customer executive
                events (to the extent that such activities are led or jointly
                funded by IBM, they will consist of appropriate content in
                existing IBM geography-based marketing activities and will be
                dependent on IBM geography approval);

        1.5.6   Direct marketing campaign linage, targeted direct mail
                campaigns, and telemarketing (to the extent that such activities
                are led or jointly funded by IBM, they will be dependent on IBM
                geography approval);

        1.5.7   Direct sales and support channel training and client executive
                education;

        1.5.8   Indirect channel development focus including Regional SIs and
                Web SIs;

        1.5.9   Providing access to the other party's marketing collateral. IBM
                will provide Vision with the details of the collateral access
                process used within IBM. Vision will provide IBM access to the
                process used within Vision.

                          IBM and Vision Confidential

                                                                     Page 1 of 5

<PAGE>   38
1.6     In order to successfully train the IBM Application Integration
        Middleware (AIM) worldwide sales force, [*].

1.7     To ensure that a satisfactory level of market development and program
        activities will occur, each company agrees to the minimum quarterly
        investment of joint marketing funds, in addition its investment of
        internal marketing resources (marketing personnel, time, travel and
        living expenses, and so forth) that is described in the Marketing
        Activities Attachment. The Joint Marketing funds will be used to pay
        external costs for the development and execution of the marketing
        programs listed in this JM-SOW, and do not include, nor will be used to
        pay for, the investment of internal marketing resources of either
        company.

1.8     The joint marketing activities are intended to benefit both parties'
        efforts to market and sell their respective products. In joint marketing
        activities that are led by IBM, IBM will promote the IBM-branded
        versions of a Release as a part of its portfolio of e-business products.

1.9     All joint activities and materials must be agreed to, in writing, by
        both parties prior to their occurrence or release.

1.10    In the Marketing Activities Attachment, the parties commit to funding
        and programs for the first year. During the second half of year one the
        parties agree to discuss the potential funding and programs for years
        two and three. The parties may agree to modify the marketing activities
        in light of the effectiveness of ongoing marketing efforts; such
        agreement will be facilitated by the Marketing Program Managers.

1.11    The marketing activities are further defined in the Marketing
        Activities Attachment. The column headings are defined as follows:

        1.11.1  "ACTIVITY" provides a general description of the marketing
                activities to be engaged in by the parties.

        1.11.2  "ROLES AND RESPONSIBILITIES" provides a description of what role
                each party will take in a particular activity and the
                responsibilities associated with that role.

        1.11.3  "COSTS" describes examples of the type of cost associated with
                the relevant activity. In some cases, the amount of expected
                committed cost is identified.

        1.11.4  "JOINT MARKETING FUNDS" indicates the estimated maximum amount
                tat the parties will jointly commit to an Activity or series of
                Activities. Each party will be responsible for fifty percent
                (50%) of the amounts listed unless alternative percentages are
                otherwise noted. Where estimates for an activity or series of
                activities differ by more than 5% of the referenced amounts,
                then joint agreement of the revised financial commitment will be
                needed before proceeding.

ACCEPTED AND AGREED TO:                 ACCEPTED AND AGREED TO:

By:  /s/ JOHN R. SWEETMAN   9-27-99     By:  /s/ JOHN A. HEWITT JR.  9-27-99
------------------------------------    -------------------------------------
IBM Signature                           Vision Signature

John R. Sweetman                        John A. Hewitt Jr.
------------------------------------    -------------------------------------
Printed Name                            Printed Name

Contract Specialist, IBM Corporation    President & CEO
------------------------------------    -------------------------------------
Title and Organization                  Title and Organization

IBM Address:                            Vision Address:
------------------------------------    -------------------------------------
IBM Corporation                         Vision Software Tools, Inc.
3039 Cornwallis Road, 002/VRDA          2101 Webster Street, Eighth Floor
Research Triangle Park, NC 27709        Oakland, CA 94612
USA                                     USA


* Confidential treatment requested for redacted portion.

                                                                     Page 2 of 5