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                                                                   EXHIBIT 10.11

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND
ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

This Agreement is made between RESOLUTE SOFTWARE, INC. ("Licensee"), with
offices at 4473 Willow Rd., Pleasanton, California 94588, and INXIGHT SOFTWARE,
INC, A XEROX NEW ENTERPRISE COMPANY ("Inxight"), with offices at 3400 Hillview
Avenue, Palo Alto, California 94304 and shall be effective as of the date of the
last signature attached hereto.

RECITALS

Inxight has created or has the rights to certain linguistic and visualization
technology, APIs and documentation. Licensee desires to acquire a right and
license to incorporate Inxight Technology (as defined below) in certain Licensee
Software (as defined below) for sub-license to customers, under the terms and
conditions set forth in this Agreement; and

Inxight is willing to grant such rights and licenses, and provide technical
support as required; and

In consideration of the mutual agreements contained in this Agreement, Inxight
and Licensee hereby agree as follows:

I.       DEFINITIONS

1.01     "Inxight Technology" means all software owned or licensed by Inxight,
         in object code format, "C" Header Files and documentation identified in
         Attachment I hereof, subject to the provisions of paragraph 2.01, and
         shall include all ports, modifications, improvements, enhancements,
         additions, derivative works, updates, releases and versions thereof, as
         the same may be renamed or succeeded.

1.02     "LICENSED SOFTWARE" means any work derived from the combination of the
         Inxight Technology, in object code format only, and Licensee Software,
         which Licensee Software shall constitute a significant portion of the
         code and content of LICENSED SOFTWARE, and for which a royalty schedule
         has been defined in Attachment II and agreed to by the parties, subject
         to the provisions of paragraph 2.01. LICENSED SOFTWARE shall include
         all modifications, improvements, enhancements, additions, derivative
         works, updates, releases and versions thereof, whether created or
         developed by or on behalf of Licensee, LICENSED SOFTWARE will represent
         a significant enhancement and transformation of the Inxight Technology,
         which by objective examination of features and functions results in a
         product substantially different from the Inxight Technology, as the
         same may be renamed or succeeded.

1.03     "Licensee Software" means all software owned or licensed by Licensee,
         in object or source code format as applicable, subject to the
         provisions of paragraph 2.01, and shall include all ports,
         modifications, improvements, enhancements, additions, derivative works,
         updates, releases and versions thereof, as the same may be renamed or
         succeeded.

1.04     "Upgrade" shall mean the issuance of new releases of LICENSED SOFTWARE
         to customers who have previously executed a maintenance agreement with
         Licensee for LICENSED SOFTWARE.

1.05     "Sub-license" refers to the licensing of LICENSED SOFTWARE to third
         parties. Sub-license conveys no rights to Licensee to license Inxight
         Technology to third parties as standalone component technology, or to
         provide services to third parties based in whole or in part on Inxight
         Technology, unless specifically stated elsewhere in this Agreement.


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

1.06     "Specifications" means all of the technical information, software and
         documentation described in Attachment I.

II.      TITLE TO LICENSED SOFTWARE, DERIVATIVE WORKS & MARKETING RIGHTS

2.01     Title to and ownership of the Inxight Technology resides in Inxight.
         Title to and ownership of Licensee Software resides in Licensee. Title
         to the LICENSED SOFTWARE created or developed using Inxight Technology
         by or on behalf of Licensee shall reside in Licensee. Licensee
         acknowledges that title to and ownership of Inxight Technology
         incorporated in the LICENSED SOFTWARE shall at all times remain with
         Inxight. All other applicable rights to patents, copyrights,
         trademarks, and trade secrets in Inxight Technology remain with Inxight
         and in Licensee Software shall remain with Licensee.

2.02     For all distribution, Licensee will require that any use of the
         LICENSED SOFTWARE will include copyright notices sufficient in
         substance to protect and preserve Inxight's copyright therein, in the
         same manner and form as Licensee uses to protect its own copyrights
         including, but not limited to, any manuals or other documentation and
         an appropriate screen (e.g., the start-up or "About" screen) of a
         product using the LICENSED SOFTWARE. Suggested attribution wording for
         collateral and web sites is shown in Attachment VII: Attribution.

         Any reproduction of any portion of the Inxight Technology by Licensee
         will include any proprietary and statutory copyright notices present in
         the originals received from Inxight unless otherwise stated in
         Attachment I.

2.03     When Licensee uses the Inxight Technology for research purposes,
         including, but not limited to processing text corpora for linguistic
         analysis or using the Inxight Technology as a part of a larger computer
         system, Licensee shall include a proper reference to the Inxight
         Technology in Licensee's published or unpublished reports, research
         articles or other written works.

2.04     Licensee is granted the right to use the Inxight name, copyright,
         logos, trade names and trademarks for the purposes of identification of
         the LICENSED SOFTWARE or Inxight Technology under this Agreement
         Inxight's name will be used only in an ethical and commercially
         reasonable manner, for the products licensed or developed under this
         Agreement.

III.     LICENSE GRANT

3.01     Inxight grants and conveys to Licensee a non-exclusive world-wide right
         and license to market, use, maintain, reproduce, distribute, display,
         and/or sub-license Inxight Technology, in object code format only, as
         incorporated in the LICENSED SOFTWARE and for which software a royalty
         schedule or a periodic license payment is set forth in Attachment II.
         Licensee may not make available in any form or expose Inxight
         Technology APIs, including the pass-through Inxight Technology APIs, or
         repackage the Inxight Technology APIs other than as specifically
         permitted by this Agreement. Licensee's rights may be exercised by
         itself or through its subsidiaries, distributors, resellers and agents
         ("Licensee's Distributors").

3.02     This license does not grant any right to Licensee for the resale of
         services, based on Inxight Technology or any component or portion of
         the Inxight Technology, other than in the support of LICENSED SOFTWARE
         to Licensee customers, nor the right to offer the Inxight Technology or
         any component or portion of the Inxight Technology for sale without the
         LICENSED SOFTWARE. Sublicensing shall only be permitted as part of
         LICENSED SOFTWARE.


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

IV.      ROYALTY

4.01     Licensee will pay Inxight royalties and/or license fees based on
         Licensee revenue billed by Licensee for LICENSED SOFTWARE, as defined
         in Attachment II entitled "ROYALTY / PERIODIC FEES."

V.       MARKETING OF LICENSED SOFTWARE

5.01     Inxight will provide to Licensee relevant marketing information in its
         possession, technical specifications, and update descriptions related
         to Inxight Technology for the primary purpose of promotion thereof as
         incorporated in the LICENSED SOFTWARE, so that Licensee can, on a
         periodic basis and as new changes or additions occur, distribute the
         same to its sales force and customers. During the term of this
         Agreement, Licensee may also include Inxight Technology product
         descriptions and information in any Licensee literature, including but
         not limited to Licensee's end-user reference materials, subject to
         appropriate copyright and trademark attribution. The distribution of
         such literature by Licensee will be at the expense of Licensee.
         Licensee may, at its option and expense, prepare its own promotional
         literature relating to Inxight Technology and the LICENSED SOFTWARE,
         and distribute the same to its sales force and customers. Inxight shall
         have the right to review and approve Licensee's use and representation
         of Inxight's information in Licensee's documentation and literature
         prior to its publication by Licensee.

VI.      ENHANCEMENTS TO TECHNOLOGY

6.01     During the term of this Agreement, Inxight will provide Licensee with
         BUG FIXES to BUGs reported by Licensee, according to the procedure
         outlined in Attachment III. Inxight will provide Licensee with any BUG
         FIXES, updates or revisions made generally available to other licensees
         or customers and will provide Licensee with new releases of the Inxight
         Technology. Any update, revision or modification or new release of the
         Inxight Technology so provided shall be covered by the provisions of
         this Agreement.

6.02     Inxight intends to enhance and further develop the Inxight Technology
         over the course of this Agreement. Licensee input to such development
         efforts is encouraged. Licensee may, at its discretion, provide Inxight
         with feedback relative to its use of Inxight Technology, including but
         not limited to errors and other corrective information, modifications,
         extensions (as used in Section 6.02 and 6.03 "extensions" relates only
         to the Inxight Technology and not to any layers of software pertaining
         to Licensee Software), and suggested changes relative to supporting
         documentation.

6.03     Licensee grants to Inxight an irrevocable, non-exclusive, royalty-free
         world-wide license covering any and all rights owned, controlled or
         licensable by Licensee relating to such corrections, modifications,
         extensions and supporting documentation of Inxight Technology pursuant
         to the foregoing paragraph 6.02. Inxight shall have the right under
         this license to make, have made, use, sell, lease, reproduce, prepare
         derivative works, including the right to any modifications or
         improvements and the like made at the suggestion of Licensee or based
         on the aforesaid feedback and to distribute, sub-license and otherwise
         dispose of any of the foregoing rights in connection with the licensed
         subject matter, and to sub-license others to perform any of these acts.

6.04     Inxight shall provide Licensee with reasonable notice of pending new
         releases of the Inxight Technology.

6.05     Licensee may request changes, modifications, or extensions to the
         Inxight Technology, which include enhancements to the product beyond
         those included in the Specifications. Such enhancement requests shall
         be considered by Inxight and enhancements may be incorporated into the
         Inxight Technology and delivered by Inxight at its own discretion.
         Inxight will be under no obligation to implement any such enhancements,
         unless agreed by the parties in writing as to content, schedule and
         fees for changes to the Specifications. In instances where Licensee is
         willing to provide compensation for certain enhancements, Licensee and
         Inxight shall execute a separate licensing agreement or an amendment of
         this Agreement specifying the additional terms.


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

VII.     SPECIFICATIONS, DELIVERY AND ACCEPTANCE

7.01     Inxight shall deliver the Inxight Technology and Documentation (as
         defined in Attachment I) in accordance with the Specifications in
         Attachment I and the Deliverables Schedule in Attachment IV.

7.02     Acceptance Procedure

         Upon delivery of each release of the Inxight Technology to Licensee,
         Licensee shall: (a) Test and evaluate the Inxight Technology for a
         period of up to thirty (30) days and (b) Produce a list of changes and
         modifications needed to bring the Inxight Technology into conformance
         with the Specifications in Attachment I. Failure of Licensee to provide
         the list of changes and modifications needed, during this thirty-day
         period, constitutes acceptance of Inxight Technology.

         Upon receipt of the desired change list, Inxight will at no additional
         charge: (c) Correct BUGs and bring the Inxight Technology into
         conformance with the Specifications in accordance with Attachment I and
         Attachment III, and (d) deliver to Licensee an updated version of the
         Inxight Technology.

7.03     Inxight shall provide to Licensee a master run-time set of the Inxight
         Technology suitable for reproduction. Licensee may use the master set
         solely to create one back-up copy and to develop and produce products
         to be distributed to its customers in accordance with this Agreement.

VIII.    WARRANTY

8.01     Inxight represents and warrants that: (a) the Inxight Technology is
         substantially free from program errors or other problems, (b) the
         Inxight Technology performs in accordance with the Documentation, (c)
         the Inxight Technology meets the Specifications recited in Attachment
         I, and (d) the master of the medium on which the Inxight Technology is
         contained shall be free of physical defects, and contains no computer
         virus, worm, or other damaging or disabling defect or device.

8.02     If any BUGs are discovered by Licensee, subject to a valid maintenance
         agreement, Inxight shall endeavor to correct such BUGS, following
         receipt of notice from Licensee of such BUGs, in accordance with the
         procedure delineated in Attachment III - TECHNICAL SUPPORT. Product
         enhancements and other program modifications will be treated in
         accordance with the provisions of Article VI, paragraph 6.05.

8.03     Inxight represents and warrants that the Inxight Technology delivered
         under this Agreement is Year 2000 performance compliant and thus shall
         be able to accurately process date data (including, but not limited to,
         calculating, comparing, and sequencing) from, into, and between the
         twentieth and twenty-first centuries, including leap year calculations.
         8.04 Inxight represents and warrants that it will make reasonable
         efforts to cause the Inxight Technology (Hyperbolic Tree for Windows
         and Java) to run correctly on new releases of Windows and Java within
         ninety (90) days of such new releases, provided that Inxight is
         informed of such new releases by Licensee.

8.05     EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, INXIGHT
         HEREBY DISCLAIMS AND LICENSEE EXPRESSLY WAIVES ANY AND ALL OTHER
         EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY
         AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
         WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IX.      TECHNICAL SUPPORT

9.01     Inxight shall provide technical support and maintenance of Inxight
         Technology to Licensee in conformity with the terms and conditions
         defined in Attachment III, entitled "Technical Support."


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

X.       TERMINATION

10.01    The term and renewal of this Agreement is delineated in Attachment II,
         Term of Agreement.

10.02    Either Inxight or Licensee may terminate this Agreement by written
         notice of termination to the other party upon:

         (a) A material breach by the other party which has not been cured
             within ninety (90) days of written notice of such breach, or in the
             case of a breach which cannot with due diligence be cured within a
             period of ninety (90) days, if the defaulting party has not
             instituted within the ninety (90) days steps necessary to remedy
             the default or prevent it from re-occurring and thereafter
             diligently followed such steps. However, prior to termination, the
             parties will make all reasonable efforts to resolve the dispute.
             The Confidential Obligations (the obligations as to CONFIDENTIAL
             INFORMATION, as defined below) herein and any other remedies
             available, such as return of fees, shall not be waived and shall
             survive termination,

         (b) A material breach which cannot be cured,

         (c) Subject to Section 16.01, the filing of a petition for
             reorganization, bankruptcy, assignment for the benefit of creditors
             or receivership by the other party, or

         (d) An unauthorized assignment by the other party under the term of
             Section 15.01 below.

10.03    Upon termination of this Agreement under Section 10.02 above, the
         license shall immediately cease and Licensee shall:

         (a) promptly cease the distribution of and/or the provision of services
             based on LICENSED SOFTWARE to any now sub-license partners, OEMs or
             end users.

         (b) promptly cease use of the LICENSED SOFTWARE incorporating the
             Inxight Technology, including its use on any processor, except as
             is required for providing maintenance to its existing customers.

         (c) promptly cease provision of services based in whole or in part on
             the Inxight Technology.

         (d) return the master copy of Inxight Technology and return or destroy
             all copies of Inxight Technology, including all ports and
             supporting Documentation. Licensee may, however, retain one (1)
             copy of the Inxight Technology and Documentation to be used solely
             for support purposes of Licensee and end users under a valid
             maintenance contract or for archival purposes.

         (e) certify in writing to Inxight, by a duly authorized officer of
             Licensee, that it has performed these acts, and the obligations
             under Articles II and XV shall remain in force until Licensee has
             performed these acts,

10.04    Upon Inxight's request, Licensee shall furnish to Inxight evidence of
         compliance with paragraph 1.02, of this Agreement. Licensee
         acknowledges and agrees that failure to comply shall be considered
         grounds for termination of this Agreement for material breach in
         accordance with paragraphs 10.02 and 10.03 above.

10.05    All valid Licensee sub-licenses, in effect on the date of termination,
         shall survive the termination of this Agreement.

XI.      INDEMNIFICATION

11.01    Inxight represents and warrants that it has sufficient right, title and
         interest in and to the Inxight Technology to enter into and perform
         this Agreement and further warrants that the Inxight Technology does
         not infringe any patent, copyright or other proprietary right of a
         third party and that it has not been


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

         notified by a third party of a possibility that the Inxight Technology
         might infringe any patent, copyright or other proprietary right of a
         third party.

11.02    Inxight shall defend, indemnify and hold Licensee harmless from any
         claim, action or other proceeding brought against Licensee or a
         sub-licensee of the Inxight Technology and all settlements agreed to by
         Inxight and all costs and direct damages awarded to a third party to
         the extent they arise out of a claim alleging infringement by Inxight
         Technology of any U.S. patent or worldwide copyright or other
         proprietary right of a third party, providing that Licensee promptly
         notifies Inxight in writing of any action or claim, after it becomes
         aware of any such action or claim, and allows Inxight, at Inxight's
         expense, to direct the defense of any such action or claim, and gives
         Inxight full information and reasonable assistance required to defend
         any such suit claim or proceeding. This indemnity shall not apply to
         any alleged infringement caused by the combination of the LICENSED
         SOFTWARE with other third party software, products or modifications
         thereof when the alleged infringement is attributable to Licensee
         Software and would not have occurred but for said combination or
         modifications.

         To avoid infringement, Inxight may, at its option, and at no charge to
         Licensee, obtain a license or right to continue the use of the Inxight
         Technology, or modify the Inxight Technology so it no longer infringes,
         or substitute an equivalent of the Inxight Technology.

11.03    Inxight shall have no liability for any claim, action or other
         proceeding based on negligent acts or willful omissions by Licensee or
         a sub-licensee, or for settlements or costs incurred without the
         knowledge of Inxight Licensee shall have no liability for any claim,
         action or other proceeding based on negligent acts or willful omissions
         by Inxight or for settlements or costs incurred without the knowledge
         of Licensee.

11.04    Licensee shall defend, indemnify and hold Inxight harmless from any
         claim action, or other proceeding brought against Inxight and all
         settlements agreed to by Licensee and all costs and direct damages
         awarded to a third party to the extent they arise out of a claim that
         the portions of the LICENSED SOFTWARE other than the Inxight Technology
         infringe a U.S. patent, or worldwide copyright or other proprietary
         right of a third party, providing Inxight shall notify Licensee in
         writing of any action or claim, after it becomes aware of such claims,
         and allows Licensee at its expense to direct the defense of any such
         action or claim and gives Licensee full information and reasonable
         assistance required to defend any such suit, claim or proceeding.

XII.     DISCLAIMER

12.01    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
         INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF
         THE USE OF THE INXIGHT TECHNOLOGY OR LICENSED SOFTWARE OR RELATING TO
         THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR NATURE BASED
         ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN
         IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED. IN NO EVENT
         SHALL EACH PARTY'S LIABILITY TO THE OTHER FOR DIRECT DAMAGES EXCEED ONE
         MILLION ($1,000,000) DOLLARS, THE LIMITATIONS AND EXCLUSIONS IN THIS
         PARAGRAPH SHALL NOT APPLY TO THE INDEMNIFICATION OF ARTICLE XI.

XIII.    FORCE MAJEURE

13.01    Neither parry shall be liable to the other for its failure to perform
         any of its obligations hereunder during any period in which such
         performance is delayed by circumstances beyond its reasonable control,
         such as acts of government, nature, terrorism, or war, provided that
         the party experiencing such delay promptly notifies the other party of
         the delay,


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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

XIV.     CONFIDENTIAL INFORMATION

14.01    Licensee agrees not to intentionally disclose or intentionally make
         available to any third party information received from Inxight, which
         Inxight indicates is confidential at the time of disclosure
         (hereinafter referred to as "CONFIDENTIAL INFORMATION") in any form
         without the express written approval of Inxight.

14.02    Licensee shall not use such CONFIDENTIAL INFORMATION except to the
         extent necessary to perform under this Agreement and shall not
         intentionally circulate the CONFIDENTIAL INFORMATION within its own
         organization except to those with a specific need to know such
         CONFIDENTIAL INFORMATION. If written approval by Inxight is given to
         Licensee to disclose CONFIDENTIAL INFORMATION to a third party,
         Licensee shall impose similar confidentiality restrictions on such
         third party to whom it discloses such CONFIDENTIAL INFORMATION.

14.03    The obligations on Licensee recited in this Article XIV shall terminate
         with respect to any particular portion of such CONFIDENTIAL INFORMATION
         when and to the extent that it is or becomes: (a) part of the public
         domain through no fault of either party; (b) communicated by Inxight to
         a third party free of any obligation of confidence; (c) independently
         developed by Licensee without any reference to the CONFIDENTIAL
         INFORMATION; (d) known to Licensee free of any obligation of
         confidence, or (e) required to be disclosed by Licensee, by law, or to
         a competent court, government or regulatory body having the right to
         require same.

14.04    In no event shall the obligation of either party as recited in
         paragraph 14.02 with respect to the CONFIDENTIAL INFORMATION extend
         beyond three (3) years from the date of termination of this Agreement
         except for Inxight source code.

14.05    Upon request by Inxight after termination of this Agreement Licensee
         agrees to promptly return the CONFIDENTIAL INFORMATION.

14.06    Licensee agrees that:

         (a) it will use commercially reasonable efforts to ensure that Inxight
             Technology is distributed to third parties only according to
             procedures which do not compromise the licenses, security and
             copyrights of Inxight Technology;

         (b) it will not knowingly permit anyone to use Inxight Technology
             including portions thereof for the purpose of reverse-engineering;
             and

         (c) it will instruct its employees responsible for LICENSED SOFTWARE of
             the foregoing obligations and prohibitions.

14.07    Licensee shall safeguard the Inxight Technology and CONFIDENTIAL
         INFORMATION to the same extent that Licensee protects its own software,
         technology and confidential information, and shall sub-license the
         LICENSED SOFTWARE on the same protective terms under which Licensee
         licenses its own software.

         Licensee shall cause each unit of the LICENSED SOFTWARE incorporating
         Inxight Technology distributed by it or its OEMs or sub-licensors
         pursuant to this Agreement to be subject to a limited use software
         license agreement incorporating terms no less restrictive than those
         contained in this Agreement. Said software license agreement may be a
         written agreement signed by the end user, a written agreement contained
         and fully visible within the LICENSED SOFTWARE package that the end
         user accepts by opening the package, or the license terms of Licensee
         which the user accepts by clicking on the "I agree" button before
         installation.

14.08    Upon discovery of unauthorized transfers or misappropriations of
         CONFIDENTIAL INFORMATION, Licensee will: (a) inform Inxight of known
         details thereof, (b) give reasonable effort and assistance to


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                               INXIGHT TECHNOLOGY

         Inxight in the recovery and return of such CONFIDENTIAL INFORMATION;
         (c) provide all reasonably necessary assistance in the enforcement of
         Inxight's rights against any third party involved in such unauthorized
         transfer or misappropriation of CONFIDENTIAL INFORMATION, and (d) use
         reasonable endeavors to prevent further unauthorized transfer or
         misappropriation of CONFIDENTIAL INFORMATION.

14.09    Inxight shall have the same confidentiality and other obligations with
         respect to any software and documentation or other information
         disclosed by Licensee as Licensee has under Sections 14.01 through
         14.08 with respect to CONFIDENTIAL INFORMATION disclosed by Inxight.

XV.      ASSIGNMENT

15.01    This Agreement may not be assigned or transferred by either party
         without the prior written approval of the other party, not to be
         unreasonably withheld or delayed; provided that Inxight may assign its
         rights, or any portion thereof, to Xerox Corporation or its
         subsidiaries or affiliates, and Licensee may assign its rights
         hereunder, or any portion thereof, to any subsidiary or affiliate of
         Licensee, in each case without the prior approval of the other party.
         For the purpose of this Section 15.01, a sale or transfer of all or
         substantially all of the assets, stock or business of the party shall
         be deemed an assignment; provided however, that a public offering of
         equity or debt shall not be deemed an assignment. Notwithstanding the
         foregoing, Inxight may assign its rights to any purchaser of all or
         substantially all of its Inxight Technology business without prior
         written approval, and Licensee may assign this Agreement or its rights
         hereunder or any portion thereof to any purchaser of all or
         substantially all of its business (a "Business Purchaser") without
         prior approval; provided that if Licensee transfers or otherwise
         assigns this Agreement to a Business Purchaser and such Business
         Purchaser assumes a distributor relationship with Licensee or further
         imbeds the LICENSED SOFTWARE as it exists on the date of assignment
         into another product or products such that the resulting product
         represents a significant enhancement or transformation of LICENSED
         SOFTWARE, then Inxight shall have the right to re-negotiate the license
         fee for the Inxight Technology to be effective following the
         transaction in good faith and consistent with Inxight's historical
         pricing structure; and provided further that if Inxight and the
         Business Partner are unable to agree on a re-negotiated license fee,
         then Inxight shall have the right to terminate this Agreement with such
         termination to be effective 60 days following notice to the Business
         Purchaser. For purposes of this Section 15.01, a distributor
         relationship shall mean a sale by Licensee to the Business Partner for
         purposes of re-sale by the Business Partner. Further, Licensee's rights
         and obligations under this Agreement may be exercised and performed in
         whole or in part by any subsidiary or affiliate of Licensee, provided
         that Licensee shall continue to be responsible to Inxight for the
         performance of its obligations under this Agreement. Subject to the
         limitations heretofore expressed, this Agreement shall inure to the
         benefit of and be binding upon the parties, their successors,
         administrators, heirs and assigns. Neither party may assign to any
         third party that is not able to fulfill the obligations of this
         Agreement.

         In the event that Licensee files for bankruptcy protection within the
         term of this Agreement the assignment of rights to LICENSED SOFTWARE by
         Licensee to any third party shall require the approval, in writing, of
         Inxight.

XVI.     BANKRUPTCY

16.01    To the extent permitted by applicable law (including II U.S.C. Section
         365) the party not involved in the proceeding may terminate this
         Agreement immediately by written notice to the other party in the event
         the other party makes an assignment for the benefit of its creditors,
         the other party admits in writing an inability to pay debts as they
         mature, a trustee or receiver is appointed respecting all or a
         substantial part of the other party's assets, or a proceeding is
         instituted by or against the other party under any provision of the
         Federal Bankruptcy Act and is acquiesced in or is not dismissed within
         sixty (60) days, or results in an adjudication of bankruptcy.


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XVII. PUBLICITY

17.01    Without the prior written consent of the other party, except as
         specified herein, neither Licensee, nor Inxight shall (a) make any news
         release, public announcement, public denial or confirmation of this
         Agreement or its subject matter, or (b) advertise or publish any facts
         or terms relating to this Agreement. Such consent shall not be
         unreasonably withheld or delayed.

17.02    Licensee and Inxight agree to make a joint press release to announce
         this Agreement and strategic partner relationship as soon as feasible
         after the execution of this Agreement Both parties will cooperate with
         and support the other party in its press release materials, and provide
         reasonable efforts in support of an event, if any, sponsored by the
         other party to highlight the LICENSED SOFTWARE.

17.03    Licensee will prominently feature Inxight Technology in press
         announcements (as the parties shall agree) regarding LICENSED SOFTWARE
         and have Inxight Technology's brand identity and logo included in all
         announcement materials, promotional materials and programs associated
         with the LICENSED SOFTWARE, to the extent said materials and programs
         materially portray or discuss Inxight Technology.

XVIII.   COOPERATIVE MARKETING

18.01    Licensee and Inxight agree to cooperate in and pursue future product
         development and marketing arrangements with regard to LICENSED SOFTWARE
         and other products and services of interest to both parties. Each such
         cooperative arrangement shall be mutually agreed between the parties.

18.02    Licensee will provide a hypertext link from Licensee's Internet page
         for LICENSED SOFTWARE to the Inxight page specified by Inxight. To the
         extent that Inxight's Internet page for Inxight Technology includes
         hypertext links or references to third party licensees of Inxight
         Technology, the page shall also include a hypertext link or reference
         to Licensee's website.

XIX.     CONTROLLING LAW

19.01    This Agreement shall be governed and construed in accordance with the
         laws of the United States and the State of California.

XX.      GENERAL PROVISIONS

20.01    WAIVER FAILURE of either party to require strict performance by the
         other party of any provision of this Agreement shall not affect the
         first party's right to require strict performance thereafter. Waiver by
         either party of a breach of any provision of this Agreement shall not
         waive either the provision itself or any subsequent breach.

20.02    NO AGENCY It is agreed and understood that neither Licensee nor Inxight
         has any authority to bind the other with respect to any matter
         hereunder. Under no circumstances shall either Licensee or Inxight have
         the right to act or make any commitment of any kind to any third party
         on behalf of the other or to represent the other in any way as an
         agent.

20.03    SURVIVAL The provisions of this Agreement shall, to the extent
         applicable, survive the expiration or any termination hereof.

20.04    HEADINGS The headings and titles of the sections of this Agreement are
         inserted for convenience only, and shall not affect the construction or
         interpretation of any provision of this Agreement.

20.05    SEVERABILITY If any provision of this Agreement is held invalid by any
         law, rule, order of regulation of any government or by the final
         determination of any state or federal court, such invalidity shall not
         affect the enforceability of any other provisions of this Agreement not
         held to be invalid.


                                     Page 9
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    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

20.06    U.S. GOVERNMENT RESTRICTED RIGHTS For purposes of U.S. Government
         restricted rights, the Inxight Technology has been developed completely
         at private expense and is vended pursuant to its applicable license
         agreement.

20.07    EXPORT Licensee agrees that it will not export or reexport the Inxight
         Technology or the LICENSED SOFTWARE without the appropriate United
         States Government or any other government licenses.

20.08    ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the
         parties as to the subject matter hereof and supersedes any and all
         prior oral or written memoranda, understandings and agreements as to
         such subject matter. This Agreement shall not be modified, except by a
         written agreement signed by duly authorized representatives of Inxight
         and Licensee.

XXI.     ATTACHMENTS

21.01    THE TERMS AND CONDITIONS OF ATTACHMENTS ["I," "II," "III," "IV," "VII"
         AND "VIII"] ARE ATTACHED HERETO AND MADE A PART HEREOF.

IN WITNESS WHEREOF, the parties have hereunto set their hands.

Resolute Software, Inc.                        Inxight Software, Inc.

By: /s/ Daniel Callahan                        By: /s/  Steve Katz
    ------------------------                       -----------------------------
Name:   Daniel Callahan                        Name:    Steve Katz

Title:  CEO                                    Title:   VP World Sales
        ----------------------                          ------------------------
Date:   9/30/98                                Date:    9/30/98
        ----------------------                          ------------------------

Send all business correspondence pertaining to this Agreement to:

Resolute:                                          Inxight:
--------                                           -------
Chief Financial Officer                            Director Business Development
4473 Willow Road                                   Inxight Software, Inc.
Pleasanton, CA 91588                               3400 Hillview Avenue
                                                   Palo Alto, CA 94304


                                     Page 10
<PAGE>   11

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                 ATTACHMENT I - VZ: VISUALIZATION SPECIFICATIONS

Licensee may be granted a license for one or more of the Inxight Technologies
("VizControls") listed in this Attachment I. The specific Inxight Technologies
licensed under this Agreement are detailed in Attachment IV: Deliverables.

HYPERBOLIC TREE(TM)

The Hyperbolic Tree is a general-purpose user interface component for
interacting with large hierarchies containing thousands of nodes. It leverages
many of the principles articulated and exploited in over 10 years of research
and invention at Xerox PARC (Palo Alto Research Center) on the next-generation
of user interfaces. These principles include Focus+Context(TM) display,
rendering information graphically and animating transitions.

Hyperbolic Tree(TM) is protected by Inxight/Xerox Patents and includes the
Inxight Technology definition stated in paragraph 1.0 1 of this Agreement and
one or more of the following sets of elements:

Hyperbolic Tree for Windows:
----------------------------

Hyperbolic Tree for Windows consists of a set of ActiveX component classes and
externally exposed interfaces for programming in C++, MFC and Visual Basic. It
includes complete API documentation, including class hierarchy and description
of mechanisms for customization and data integration and a sample application
(including source code) intended to provide an example of how a client
application should use Inxight's toolkit. The sample application also
demonstrates the standard data component that supports the building of
Hyperbolic Tree displays from XML files.

Hyperbolic Tree for Java:
-------------------------

The Hyperbolic Tree for Java (HTJ) contains the classes and documentation to
implement applets and applications that employ the Hyperbolic Tree
visualization. It includes complete documentation, including class hierarchy and
description of mechanisms for customization and data integration and a sample,
application (including source code) intended to provide an example of how a
client application should use Inxight's toolkit. The sample application also
provides a simple dataset loader that supports the building of Hyperbolic Tree
displays from structured text files. Hyperbolic Tree(TM) is a user interface
component that can be utilized to display a large hierarchy in a manner that
facilitates user interaction.

DOCUMENTATION

Documentation means currently available written technical information, including
user manuals, software specifications and installation instructions, provided by
Inxight for Licensee's internal use in integrating Inxight Technology into
LICENSED SOFTWARE.


                                    Page 11

<PAGE>   12

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                     ATTACHMENT II: ROYALTY / PERIODIC FEES

In consideration of the rights granted Licensee by Inxight in this Software
Distribution & License Agreement of which this Attachment II is a part, Licensee
shall pay to Inxight the Royalties and Periodic Fees listed herein. Said
Royalties and Fees relate only to the deliverables noted in the Deliverables
Schedule - Attachment IV, and to other matters as may be detailed in this
Attachment II.

I.       TERM OF AGREEMENT: This Agreement is for a term of four (4) years, and
         shall be non-cancelable without cause. It shall automatically renew for
         two-year periods therefrom, unless terminated by either party at the
         conclusion of the initial term or at any subsequent extension thereof,
         upon thirty (30) days written notice to other party. In the event of
         termination by Inxight under this provision, Licensee shall have two
         (2) years from the date of termination to comply with Section 10.03 of
         this Agreement.

II.      MAINTENANCE FEE: Maintenance represents the annual fee paid by Licensee
         for BUG fixes, updates, revisions and modifications to Inxight
         Technology and for new releases, in accordance with the Specifications
         of Attachment I and the Technical Support considerations of Attachment
         III. Annual Maintenance charges under this Agreement shall be [***]
         dollars per year, the Maintenance Fee shall be due and payable upon the
         delivery by Inxight of the Initial Deliverables (Attachment IV,
         DELIVERABLES SCHEDULE) and annually thereafter on such anniversary
         date. Annual Maintenance charges under term renewals to this Agreement
         (after the initial 4 year term) shall not increase more than [***] per
         annual renewal period.

III.     ROYALTY: A Royalty fee is charged for the license to use and distribute
         the Inxight Technology in the LICENSED SOFTWARE as per the license
         grant in paragraph 3.01 of the Agreement Licensee shall pay to Inxight
         the Royalty shown below.

         The Royalty Rate for LICENSED SOFTWARE shall be [***] percent of Billed
         Revenue (defined as all gross revenue derived from the sales of
         LICENSED SOFTWARE less sales tax, shipping charges, and returns).
         Training, maintenance, and consulting services revenue associated with
         Resolute Application Performance System (RAPS) or LICENSED SOFTWARE are
         excluded from Billed Revenue. Royalty fees will begin to accrue on the
         date of First Customer Ship of the Licensed Software or September 30,
         1999, whichever occurs first.

         The parties specifically acknowledge that the provision of any Upgrade
         of LICENSED SOFTWARE by Licensee to its customers, pursuant to a
         maintenance agreement to such customers, will not trigger the
         requirement of Licensee to pay the above referenced Royalty to Inxight.
         To the extent, however, that Licensee invoices for such Upgrade,
         independent of invoicing with regard to annual maintenance, Licensee
         shall be obligated to pay the applicable Royalty referenced above.
         Licensee may provide the initial release version of Licensed Software
         as a no charge upgrade to no more than twenty-five (25) then current
         customers without royalty obligation.

IV.      ROYALTY RATE REDUCTION OPTION: Licensee is granted an option to reduce
         the contract royalty rate of [***] Percent to [***] Percent by paying
         an additional Advance Payment of [***] dollars plus a one-time Option
         Fee of [***]. Both the Advance Payment and Option Fee (total [***]) are
         due and payable at time of option exercise. Should this Royalty Rate
         Reduction Option be exercised, the new [***] royalty will become
         effective on the first day of the month following the option execution
         and payment of the [***] fees. This option is valid only if exercised
         by March 31, 2000 or during the 30 day period prior to the expiration
         of the initial four-year term of the Agreement or during the 30 day
         period prior to the expiration of any subsequent term of the Agreement.

[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                     Page 12
<PAGE>   13

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

V.       ADVANCE PAYMENT: Licensee shall make a non-refundable Advance Payment
         to Inxight in the amount of [***] dollars The [***] Advance Payment
         shall be invoiced on contract execution and payable per the following
         schedule:

                  o Within thirty (30) days of receipt of invoice: [***].

                  o On June 30, 1999: [***].

         Royalties due to Inxight shall be credited against the Advance Payment
         at a 100% rate until the Advance has been depleted. Unused Advance
         balances in the initial contract term shall not be carried forward to
         any contract renewal term.

         Licensee may add Hyperbolic Tree for Active X(TM) at any time over the
         term of this Agreement for an additional Advance Payment of [***]
         dollars. Then-current royalty rates will also apply to sales of
         LICENSED SOFTWARE incorporating Hyperbolic Tree for Active X(TM).

         Failure to make the Advance Payments on a timely basis shall be
         considered a material breach of contract, subject to the provisions of
         paragraphs 10.02 and 10.03 of this Agreement.

VI.      NON-COMMERCIAL USE: No royalties shall be due from Licensee for units
         of LICENSED SOFTWARE which are used for testing, evaluation, support,
         marketing, publicity, demonstration or training purposes, unless
         commercial revenue is received by License for such use. LICENSED
         SOFTWARE used by Licensee for or in conjunction with internal business
         operations purposes shall be subject to licensing arrangements to be
         agreed by the parties.

VII.     CONSULTING SERVICES/CUSTOM EFFORTS: Requests for custom effort with
         regard to Inxight Technology, if agreed by the parties, will be charged
         at the prevailing daily rate which is currently [***], per senior
         software developer. Travel and other out-of-pocket expenses incurred by
         Inxight in the delivery of consulting services shall be billed to and
         promptly paid by the Licensee.

VIII.    PAYMENT AND REPORTING: Within thirty (30) days after the end of each
         calendar quarter during the term hereof, Licensee shall provide Inxight
         with a written report setting forth the amount of billed revenue, by
         product, related to the LICENSED SOFTWARE and the royalties due to
         Inxight for that quarterly period. A check or wire transfer of funds
         shall accompany the report.

IX.      AUDIT: Licensee shall, for a period of two (2) years following the date
         of each report issued, keep records adequate to verify the substance of
         the report and any accompanying payment. Inxight shall have the right
         once each calendar year, to select a mutually acceptable independent
         Certified Public Accountant to inspect the records of Licensee at a
         single location on reasonable notice and during regular business hours
         to verify the reports and payments made hereunder. The entire cost of
         such inspection shall be borne by Inxight, and such Certified Public
         Accountant shall not disclose to Inxight any information other than
         information relating to the computation and accuracy of such reports
         and payments. Any information as to Licensee's, customers will be
         treated as Licensee CONFIDENTIAL INFORMATION and shall not be
         disclosed. If the audit reveals that Licensee has under-reported
         revenues of LICENSED SOFTWARE by more than five percent (5%) in any
         calendar year, Licensee shall reimburse Inxight for the audit fees. In
         any event the report of the Certified Public Accountant shall be
         accepted by the parties and the Licensee shall promptly pay, or apply
         against any outstanding prepaid Annual Fees, the underpayment as well
         as the interest on the unpaid balance, at the maximum interest rate
         allowed by law.

[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                    Page 13
<PAGE>   14

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                       ATTACHMENT III - TECHNICAL SUPPORT

DEFINITIONS

"Customer" means the Licensee's end-user or OEM customer using or integrating
the LICENSED SOFTWARE, subject to a valid license and maintenance agreement with
Licensee.

"Software Release" means any version of the Inxight Technology shipped to any
customer.

"Data Modules" are files containing language-specific information which are
accessed by the Runtime Libraries. They are part of the Inxight LinguistX(TM)
Technology as described in Attachment 1.

"Version Number" is a label that uniquely identifies a particular version of the
Runtime Libraries or Data Modules of a Software Release. Each VERSION NUMBER
consists of two or three integers delimited by periods (`.').

"Major Versions" are new Software Releases containing major feature, functional,
and/or API changes over previous releases. In a new Major Version, the first
integer of the Version Number will be incremented over that of the previous
Major Version.

"BUGS" refers to and is defined as any: (a) typographical error, including
errors in the Documentation, (b) entry with a wrong lexical marking, (c)
functional or operational error or fault that is not caused by (i) missing words
or names, (ii) inaccurate input of data by Licensee or end-user, or (iii)
unauthorized alteration or modifications of the LICENSED SOFTWARE, (d) incorrect
or incomplete statement or diagram in the Documentation, or (e) non-conformance
of the Inxight Technology with its Specifications referenced in Attachment I.

"BUG FIXES" means modifications or revisions to source code or object code or
Documentation which correct BUGs and other deviations from the Specifications.
BUG FIXES shall consist of Inxight using reasonable efforts to design, code, and
implement programming changes to Inxight Technology and modifications to the
documentation in order to correct BUGs such that Inxight Technology is brought
into conformance with the Specifications listed in Attachment I.

"Unilateral Enhancements" are changes to Inxight Technology, which Inxight does
as a consequence of its normal business operations and ensuing BUG FIXES for
others than Licensee, with the aim of keeping the Inxight Technology up-to-date
and according to the Specifications.

The process with respect to the treatment of Enhancement Requests is defined in
paragraph 6.05 of the Agreement.

MAINTENANCE LOCATION

All BUG FIXES provided under this Agreement shall be provided at Inxight's
facilities, unless Inxight and Licensee mutually agree that it is necessary to
provide such services at Licensee's facilities

VERSION COMPATIBILITY

Inxight will support backward compatibility for the immediately preceding MAJOR
VERSION of Runtime Libraries. Specifically, a Runtime Library will support its
own API and that of any preceding release with the same or immediately preceding
MAJOR VERSION number. It will also support any DATA MODULE with the same or
immediately preceding MAJOR VERSION number.

Commencing with the SOFTWARE RELEASE of a new MAJOR VERSION, Inxight does not
guarantee support for Runtime Libraries or DATA MODULES with a MAJOR VERSION
number less than the immediately preceding MAJOR VERSION.


                                     Page 14
<PAGE>   15

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

RESPONSIBILITY

1. Licensee shall report to Inxight any deviations from the Specifications of
   the Inxight Technology (BUGS) which are discovered during the term of this
   Agreement.

2. Inxight will provide BUG FIXES to Licensee for the then current and the
   immediate predecessor releases of Inxight Technology, as Licensee's customers
   may require from Licensee in order for Licensee to fulfill its maintenance
   obligations to its customers. Inxight will not provide BUG FIXES directly to
   any customers, unless Inxight enters into a separate maintenance agreement
   with such customers. Unilateral enhancements to Inxight Technology, if any,
   shall be provided by Inxight at no charge to Licensee in the course of
   issuing updates to Inxight Technology.

3. Inxight shall provide to Licensee any BUG FIXES, whether or not discovered by
   Licensee, as Inxight develops and makes available to any other licensee of
   the, Inxight Technology during the term of this Agreement. Licensee shall
   have no obligation to include any such BUG FIXES in LICENSED SOFTWARE.

4. Should Inxight discontinue all maintenance and distribution of the Inxight
   Technology, a copy of the source code and BUG FIXES and product modification
   records shall be made available to the Licensee as CONFIDENTIAL INFORMATION
   in order for Licensee to fulfill its maintenance obligations to it Customers.

BUG REPORTING PROCEDURES

E-mail shall be the primary means for the Licensee to report BUGS. The Licensee
shall be provided with a dedicated e-mail address for technical support. This
mailbox shall be monitored by Inxight throughout each normal day of business
operation (Mondays through Fridays excluding holidays, 8AM - 6 PM Pacific Time).

The Licensee shall also be provided with a telephone number dedicated to
technical support. This phone will be answered, or monitored for messages,
throughout each normal day of business operation. Messages may be left at this
telephone number after normal business hours.

RESPONSE TIME

For each BUG FIX, Licensee and Inxight will follow the procedures outlined
below:

1. Licensee or Licensee's customer logs a BUG; Licensee determines that BUG is
   related to Inxight Technology and not to LICENSEE SOFTWARE.

2. Request is sent by Licensee to Inxight via e-mail or telephone.

3. Inxight acknowledges receipt of request and reaches agreement with Licensee
   as to whether the BUG is related to Inxight Technology.

4. If it is determined that the BUG is related to Inxight Technology, Inxight
   classifies the BUG according to its BUG Classification Table following.

5. Inxight responds to Licensee, as per the BUG Classification Table,
   identifying the nature and the cause of the problem, if known, and (a) an
   estimated BUG FIX date; or (b) a workaround or update, if such is available;
   or (c) an action plan for the identification and resolution of the BUG FIX.
   Such action plan may mean inclusion of the necessary corrections or
   modifications in future releases or no remedial action at all if none is
   warranted. During this process, Inxight may request test cases or other data
   from the customer in order to reproduce the BUG.


                                     Page 15
<PAGE>   16

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

           Inxight VizControls(TM) Technology BUG Classification Table

<TABLE>
<CAPTION>
                    PROBLEM DESCRIPTION                                 INXIGHT RESPONSE
------------------------------------------------------------  -------------------------------------
<S>                                                           <C>
1.  Problem Solved.  Case closed.

2.  Minor Problem.  Customer is having a problem              Action is taken within 4 working
(inconvenience or annoyance) with a feature or function       days; A solution, action plan or
related to Inxight Technology or requests a product           rejection statement is issued.
improvement or enhancement. The LICENSED SOFTWARE executes
with no significant impact or special actions required by
the user. There is no significant impact to production.

3.  Moderate Problem.  Customer is having a problem on his    Action is taken within 48 hours to
workstation with Inxight Technology that is preventing the    solve the problem. A solution or
use of LICENSED SOFTWARE or that requires special             action plan for resolution is issued.
work-around actions by the user. The system is up but         Status updates are provided every
production capability is reduced. The LICENSED SOFTWARE       four business days.
executes without crashing, but non-critical product features
or functions may not be operable. There is no loss of data.
Indicators are: inability of a no-critical application to
run, continuing but infrequent failure requiring operational
intervention, or non-critical product feature or function
does not work.

4.  Severe Problem.  Inxight Technology causes a crash of     Action is taken within 24 hours to
LICENSED SOFTWARE, either directly through its own execution  resolve the problem. A solution is
or indirectly by mutilating other data in a manner that       provided or an action plan is issued.
causes a subsequent crash or data loss. The problem is        Status updates are provided every two
characterized by the inability of some critical application   business days until the problem is
to run; the failure requires frequent operational             solved; there is priority assignment
intervention, and/or there is a recoverable loss of data.     of relevant resources to problem
                                                              resolutions.

5.  Critical Problem.  Inxight Technology causes LICENSED     Immediate action is taken to correct
SOFTWARE to crash the machine or lock-up the system. Users    the problem; daily status reports are
cannot access LICENSED SOFTWARE and have no production        issued until the problem is resolved;
capability. The problem is characterized by inability to run  there is priority assignment of
critical applications on the server and/or unrecoverable      relevant resources to problem
loss of data.                                                 resolution.
</TABLE>

With respect to ENHANCEMENT REQUESTS, Inxight makes no commitments as to
response time, but will endeavor, to the extent resources are available, to
evaluate the requested enhancement and to provide estimates of the time and cost
to accomplish same. If applicable, Licensee initiates discussions with Inxight
on the fee for the proposed enhancement.

SERVICE OBLIGATION

The services set forth herein shall be expressly contingent upon Licensee: (1)
Promptly reporting any errors in the Inxight Technology or related documentation
to Inxight in writing; (2) Not modifying the Inxight Technology without written
consent of Inxight; (3) Utilizing the Inxight Technology only in accordance with
the provisions hereof and the Specifications in Attachment I; and (4) Remaining
current with respect to the annual Maintenance fees delineated in Attachment II.


                                    Page 16
<PAGE>   17

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                           ATTACHMENT IV: DELIVERABLES

Inxight Technology with respect to this Agreement and License Grant refers only
to Inxight Hyperbolic Tree(TM) for Java(TM): software, operating under Java(TM)
operating systems, as indicated below, for integration with Licensee software to
form the LICENSED SOFTWARE application. Unless otherwise noted herein, all
software will be provided in run-time format.

DELIVERABLES SCHEDULE

         Inxight shall make commercially reasonable efforts to deliver
         VizControls(TM) Technology components in accordance with the schedule
         which follows. The following components shall be considered the
         "Initial Deliverable" for purposes of this Agreement.

         A. VizControls(TM) Hyperbolic Tree(TM) Release 1.2 for Java(TM): Within
            five (5) business days of Agreement execution.

         B. All Documentation associated with VizControls(TM) Hyperbolic
            Tree(TM) Release 1.2 for Java(TM).

            VizControls(TM) will be provided in run-time format, except for
            source code and accompanying Unix make files for the porting of the
            Runtime Libraries to Licensee's supported platforms.

LICENSED SOFTWARE

         LICENSED SOFTWARE is defined in paragraph 1.02 of the Agreement and
         includes Licensee Software and Inxight Technology. Licensee Software
         refers to Licensee's application and IT infrastructure management
         software, and its applications, derivatives, and networks, as the same
         may be renamed or succeeded.

ACCEPTANCE CRITERIA

         Acceptance of the Inxight Technology shall be contingent upon
         completion of the Acceptance Procedure described in 7.02 of the
         Agreement with respect to the functions and performance specifications
         set forth in Attachment I.

TECHNICAL CONTACTS / LIAISON

         Inxight and Licensee will each designate individuals who will serve as
         technical liaisons for the term of the Agreement. The initial technical
         contacts win be:

RESOLUTE SOFTWARE, INC.                              INXIGHT SOFTWARE, INC.
-----------------------                              ----------------------
Vice President, Engineering                          Andy Gelman
Resolute Software, Inc.                              Inxight Software, Inc.
4473 Willow Road                                     3400 Hillview Avenue
Pleasanton, CA 94588                                 Palo Alto, California 94304
(925) 737-4000                650-813-7194

COPYRIGHT NOTICE

         Inxight, VizControls and all Inxight product names are trademarks of
         Inxight Software, Inc., Copyright (c) 1996, 1997 Inxight Software, Inc.
         All Rights Reserved. Java and Solaris are trademarks of Sun
         Microsystems, Inc. Windows, ActiveX and NT are trademarks of Microsoft
         Corporation.


                                    Page 17
<PAGE>   18

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                           ATTACHMENT VII: ATTRIBUTION

Inxight requests that the wording below or wording which is substantially
similar be included in Licensee's product documentation, marketing collateral,
press releases and web sites.

o        References to LinguistX(TM), VizControls(TM), Xerox(R) and Inxight
         Software(TM) or any of the Inxight Technology (name components) subject
         to this license. Such references may be in the form of attribution or
         in the body of LICENSED SOFTWARE.

o        Splash Screen and Readme File attribution for the setup and the
         application, and in the About box:

         Contains LinguistX(TM)or VizControls(TM)(name components) from Inxight
         Software, Inc., a Xerox New Enterprise Company, Copyright (C)
         1996-1997. All rights reserved. www.inxight.com.

o        Documentation and collateral. Legal Notices should contain the
         following attribution statement:

         LinguistX(TM) and VizControls(TM) (name components) from Inxight
         Software, Inc., a Xerox New Enterprise Company, Copyright (C)
         1996-1997. Xerox(R), Inxight(TM), Linguist(TM)` and VizControls(TM) are
         trademarks of Xerox Corporation and Inxight Software, Inc.
         LinguistX(TM) and VizControls(TM) contain patented technology of Xerox
         Corporation. All rights reserved.

o        Inxight shall provide guidelines for attribution on Licensee's website
         and LICENSED SOFTWARE interface.


                                    Page 18
<PAGE>   19

    INXIGHT/RESOLUTE SOFTWARE: SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

                               INXIGHT TECHNOLOGY

                       ATTACHMENT VIII: SOURCE CODE ESCROW

During the term of this Agreement, upon delivery to Licensee of each accepted
version of the Inxight Technology, Inxight shall place the Inxight Technology
Source Code into escrow with the General Counsel of Xerox Corporation ("Xerox").
If during the term, majority control of Inxight passes from Xerox to a third
party or upon the request of Licensee, the then current version of the Inxight
Technology Source Code shall be placed in escrow with a mutually agreed upon
escrow agent. In each case, the escrow shall be for the benefit of Licensee. The
Inxight Technology Source Code shall be released to Licensee if Inxight fails to
perform its obligation to maintain Inxight Technology, subject to the provisions
of Attachment III, sub-section RESPONSIBILITY, paragraph 4, or its obligations
with regard to Inxight Technology Source Code. The parties will agree on an
escrow agreement within 90 days of executing this Agreement.


                                    Page 19