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                                                                  EXHIBIT 10.17
[E.PIPHANY Logo]


                              OUTSOURCING AGREEMENT

This ASP and Outsourcing Agreement ("Agreement") is entered into as of this
31 day of July, 2000 ("Effective Date") by and between E.PIPHANY, INC., a
Delaware corporation ("E.piphany"), whose principal place of business 1900 South
Norfolk Street, Suite 310, San Mateo, California 94403 and HIGH SPEED NET
SOLUTIONS, INC. ("HSNS"), whose principal place of business is 434 Fayetteville
Street, St. Suite 2120, Raleigh, NC 27601.

1. LICENSE

1.1 OUTSOURCING LICENSE. Subject to the terms of this Agreement and Scope of Use
and only within the Market and Territory, E.piphany grants HSNS a nonexclusive,
nontransferable, non-sublicensable right to (i) use and combine the Application
with the Outsourcing Application and other software products for the purpose of
providing, to Outsourcing Customers, the services described in Exhibit B as the
Outsourcing Services; and (ii) use the Documentation provided with the
Application in support of the Application. Unless otherwise required by the
Scope of Use, HSNS shall limit its use of the Application to the Designated
System. HSNS shall ensure that at all times the Outsourcing Services contain
only one (1) version of the Application regardless of the number of Outsourcing
Customers and Outsourcing Customers access the Outsourcing Application and
Outsourcing Services only through a customer interface. Under no circumstances
shall HSNS permit an Outsourcing Customer or Outsourcing Customer User to have
direct access to any Application Licensed hereunder.

1.2 DEVELOPMENT LICENSE. Subject to the terms and conditions of this Agreement
and Scope of Use and only within the Market and Territory, E.piphany grants to
HSNS a non-exclusive, non-transferable, non-sublicensable license during the
term of this Agreement to install and use the Applications in object code format
to develop the Outsourcing Application and Outsourcing Service and to install
and use the Application in object code format to develop and provide maintenance
and support for the Outsourcing Application to Outsourcing Customers, to
demonstrate the Outsourcing Application to potential customers, and to train
HSNS personnel on the use, maintenance and support of the Outsourcing
Application.

1.3 COPIES. HSNS may make a reasonable number of copies (not more than five (5))
of the Application for archival purposes, and a reasonable number of copies of
the Documentation as needed by HSNS solely for HSNS' internal use, provided all
copyright and proprietary notices are reproduced. HSNS may make one (1) copy of
the end user sections of the Documentation for each Outsourcing Customer. All
titles, trademarks, copyright and restricted rights notices shall be reproduced
in such copies. HSNS shall not use any Applications that E.piphany delivers with
licensed Application, for which HSNS has not purchased a license.

1.4 LICENSE RESTRICTIONS. Except as expressly provided herein, HSNS shall not
(i) rent, lease, loan, sell or otherwise distribute the Application, or any
modification thereto, in whole or in part; (ii) cause or permit reverse
engineering, reverse compilation, unauthorized access or assembly of all or any
portion of the Application; (iii) allow any outsourcing or application service
providers to access and use the Application as Outsourcing Customers, (iv)
publish the results of Application performance benchmarks to any third party
without E.piphany's express written consent; (v) export the Application in
violation of U.S. Department of Commerce export administration regulations; and
(vi) except as otherwise expressly allowed herein, permit any third party or
unlicensed user or computer system to access or use the Application. HSNS agrees
that it shall only provide the Application in combination with and included in
Outsourcing Services HSNS acknowledges and agrees that the rights granted herein
are solely to the English version of the Application. All rights not expressly
granted hereunder are reserved to E.piphany.

2. HSNS OBLIGATIONS.

2.1 ANNUAL REPORTS. On the thirtieth (30th) day after the end of each of the
first two years of this Agreement, HSNS shall submit to E.piphany a report (in a
form provided by E.piphany and reasonably acceptable to HSNS) listing (i) the
total number of emails distributed for Years 1 and 2 and (ii) the Application
with which the Outsourcing Services are rendered. Year 2 and Year 3 Quarterly
Payments, as defined in Exhibit "A," shall be based upon these annual reports.
All reporting and payment requirements under this Section shall be subject to
the audit requirements of this Agreement.

2.2 PROFESSIONAL MANNER. HSNS agrees that, at all times and in every respect
during the term of this Agreement, it shall conduct its business in a
professional manner consistent with E.piphany's norms and standards, which shall
reflect favorably upon E.piphany and the Application.

2.3. MARKETING ACTIVITIES. The parties agree to develop a co-branding plan
within thirty (30) days of signing of the Agreement. The parties shall use
reasonable efforts to take part in the other's success stories or other
marketing programs as mutually agreed.

2.4. PROMOTION OF THE APPLICATION AND THE OUTSOURCING APPLICATION AND SERVICES.
HSNS shall, at its own expense, promote the distribution of the Application and
the Outsourcing Application and Services. Such promotion shall include, but not
be limited to, advertising in trade publications, participating in appropriate
trade shows and seminars, and directly soliciting orders for use of the
Outsourcing Application and Outsourcing Services. HSNS shall distribute to all
HSNS sales offices marketing materials for the Application, which may be
provided by E.piphany to HSNS or that may be created by HSNS, in which case they
shall be subject to E.piphany approval, including any brochures describing the
functional nature of the Application, its features, and advantages.

2.5. HSNS REPRESENTATIONS. HSNS shall make no representations concerning the
functionality or performance characteristics of the Application, except as set
forth in the printed Documentation or other materials furnished to HSNS by
E.piphany. As appropriate, HSNS shall include references to E.piphany and the
Application in all of its presentations and sales materials created during the
term of this Agreement, which relate to the Application.

2.6. FORECASTING. HSNS shall meet with E.piphany on a quarterly basis at a
mutually agreed to date and time to discuss non-binding forecasts. HSNS shall
provide E.piphany with a non-binding, rolling six-month forecast report in
advance of the quarterly meeting.



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2.7. UPDATES. HSNS agrees to provide E.piphany with notice of any changes in the
Outsourcing Applications and Outsourcing Service.

2.9. SUPPORT TO CUSTOMERS. HSNS shall be the Outsourcing Customer interface and
shall provide all direct communications and services to and from HSNS's
Customers with respect to all support, maintenance and warranty services.
E.piphany shall have no obligation to provide support, maintenance or warranty
services to Outsourcing Customers.

2.10. TRAINING. HSNS shall take the training classes described on Exhibit C.

3. PAYMENT

3.1 FEES. HSNS shall pay E.piphany the fees specified in Exhibit A and generated
by HSNS's use of the Application as specified in an applicable Annual Report.

3.2 PAYMENT TERMS. Except as provided in Section 2.1 above, and unless otherwise
agreed and specified in Exhibit A, all amounts due and owing by HSNS shall be
paid within thirty (30) days from the date of E.piphany's invoice. Overdue
payments shall accrue a late payment charge at the lesser of one and one half
percent (1 1/2%) per month or the maximum rate allowed under applicable law. All
payments made hereunder are non-cancelable and non-refundable. All fees are
payable in U.S. dollars and shall be payable to E.piphany, Inc. by company
check, or via wire transfer to the following account: Silicon Valley Bank -
Santa Clara, ABA: 121140399, Account: 3300109833, Money Market.

3.3 TAXES. HSNS is responsible for all taxes (including sales, use, property and
value-added taxes), duties and customs fees concerning the Application and/or
services, excluding taxes based on E.piphany's income.

3.4 AUDIT. HSNS shall maintain complete and accurate records of its activities
under this Agreement for at least two (2) years following termination of this
Agreement. HSNS agrees to allow E.piphany, directly or indirectly, to audit
HSNS's business records as kept by HSNS in its normal course of business to
ensure compliance with the terms and conditions of this Agreement. If the audit
reveals that HSNS has failed to comply with the terms of this Agreement, in
addition to all other remedies available to E.piphany at law or equity, HSNS
shall immediately reimburse E.piphany for any unpaid amounts due and the cost of
the audit.

4. WARRANTY

4.1 BY E.PIPHANY. E.piphany warrants that for a period of one (1) year from
Effective Date, the Application as used within the scope of this Agreement will
perform substantially in accordance with the functions described in the
Documentation. E.piphany warrants the Application media is free from material
defects in materials and workmanship under normal use for ninety (90) days from
the applicable Order Form. E.piphany further warrants that its Maintenance,
training and Professional Services will be rendered consistent with generally
accepted industry standards for a period of ninety (90) days from performance of
such services.

4.2 EXCLUSIVE REMEDIES. For any breach of the warranties contained in Section
4.1, HSNS's sole and exclusive remedy, and E.piphany's entire liability, shall
be: (i) in the case of a nonconforming Application, to correct the nonconforming
Application, provided that HSNS notifies E.piphany of the nonconformity within
the warranty period and HSNS has installed all Updates and, if E.piphany is
unable to do so, HSNS shall be entitled to terminate the Application license and
recover the fees paid to E.piphany for such Application; (ii) in the case of
defective media, to replace such defective media, provided that HSNS returns
such defective media during the warranty period; (iii) in the case of infringing
Application, the indemnity contained in Section 10.1 ("E.piphany Intellectual
Property Indemnify") and (iv) in the case of services to which the breach of
warranty relate, the correction of defective work so as to comply with generally
accepted industry standards. If E.piphany is unable to perform such services as
warranted, HSNS shall be entitled to recover the fees paid to E.piphany for the
unsatisfactory services. This limitation of liability applies notwithstanding
any failure of the essential purpose of the exclusive remedies.

4.3 DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE EXCLUSIVE AND IN
LIEU OF AND E.PIPHANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY
OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A
PARTICULAR PURPOSE. E.PIPHANY DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE
IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE DOCUMENTATION OR THAT THE
OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. PRE-PRODUCTION
RELEASES OF APPLICATIONS OR COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED
"AS-IS."

5. MAINTENANCE

5.1 FOR HSNS UNDER LICENSES. E.piphany will provide the Maintenance described
below, provided HSNS remains a compliant subscriber to such Maintenance and has
paid all monies due therefor. Upon reasonable notice, E.piphany reserves the
right to modify the terms and conditions of Maintenance, provided that any such
modification will not substantially diminish the level of Maintenance that HSNS
is then currently receiving.

5.2 ERROR CORRECTION. E.piphany shall use reasonable efforts to provide
workarounds for, and to correct reproducible programming errors in, the
Application attributable to E.piphany with a level of effort commensurate with
the severity of such errors and in accordance with the terms of Section 5.3
("Response Times"). Upon identification of any programming error, HSNS shall
notify E.piphany of such error and shall provide E.piphany with information
sufficient to locate and duplicate the error.

5.3 RESPONSE TIMES. PRIORITY 1: Response in under fifteen (15) minutes for
instances in which the Application is down (product is unusable resulting in
total disruption of use or outage of the Application). PRIORITY 2: Response in
under one (1) hour during technical support desk hours for a major feature or
function failure, which results in the operation of the Application being
restricted. PRIORITY 3: Response in under four (4) hours during technical
support desk hours for a minor feature or function failure which results in the
Application not working as described in the Documentation and with minor impact
on usage. PRIORITY 4: Response in under eight (8) hours during technical support
desk hours for a minor problem or feature request that does not impact usability
of the Application. In each instance, E.piphany will, after the initial
response, within a time frame mutually agreed upon by the parties, provide HSNS
with an action plan for resolution, if possible, of the error. Priority 4 errors
may, in E.piphany's



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discretion, be corrected by E.piphany in the next release of the Application.

5.4 SUPPORT. DESK. E.piphany allows for unlimited calls to its technical support
desk by the HSNS personnel designated under Section 5.7 ("HSNS
Responsibilities.") The technical support desk hours of operation are from 7:00
a.m. until 6:00 p.m. Pacific Time, Monday through Friday except holidays. During
the off hours, the technical support desk can be reached via pager, twenty four
(24) hours a day for Priority 1 errors.

5.5 UPDATES. E.piphany will, from time to time, provide to HSNS all applicable
Updates to the Application, that are commercially released by E.piphany during
the term of this Agreement.

5.6 HSNS'S RESPONSIBILITIES. As a condition to the provision of workarounds and
error corrections, HSNS will (i) appoint two (2) employees to serve as primary
contacts between HSNS and E.piphany, and will ensure that HSNS's support
inquiries are initiated and handled through these contacts; (ii) provide
E.piphany with reasonable access to all necessary personnel to provide
information regarding errors or problems reported by HSNS; and (iii) provide
E.piphany with Remote Access, subject to HSNS's consent.

5.7 EXCLUSIONS. E.piphany shall not be required to provide workarounds or error
corrections relating to problems resulting from (i) HSNS's failure to implement
all Updates to the Application which are provided under this Agreement; (ii) any
alterations of, or additions to, the Application performed by parties other than
E.piphany; (iii) any previous or earlier versions of the Application except for
the immediately prior version of the Application; (iv) any request for
additional work not falling within the scope of E.piphany's Maintenance outlined
in this Section 5; or (v) interconnection of the Application with hardware or
Application products not supplied by E.piphany.

5.8 SECONDARY SUPPORT TO HSNS. In the event HSNS is unable to resolve errors
identified by Outsourcing Customers with respect to the Application, E.piphany
shall provide Secondary Support services to HSNS at the fee set forth on Exhibit
A. For the purposes of this Agreement, "SECONDARY SUPPORT SERVICES" shall mean:
(a) using reasonable efforts to modify the Application to correct, fix, or
circumvent errors, and modifying Documentation, as E.piphany shall deem
appropriate, to respond to reported errors; (b) providing technical and
functional improvements to the Application including patches to errors, changes,
modifications, enhancements, and Updates, as they generally become available;
and (c) providing technical support services for the Application between the
hours of 7:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday.

6. PROFESSIONAL SERVICES

6.1 SERVICES. E.piphany may from time to time perform Professional Services as
may be agreed upon by the parties in an Order Form.

6.2 FEES, EXPENSES AND INVOICING. HSNS shall pay E.piphany the fees set forth in
the applicable Order Form, together with reimbursement for all actual,
reasonable travel and living expenses incurred by E.piphany in rendering
Professional Services. E.piphany will invoice HSNS on a monthly basis for
Professional Services rendered and for any applicable expense reimbursement. All
Professional Services not otherwise specified in the Order Form shall be
provided on a time and materials basis.

6.3 PERFORMANCE STANDARDS. E.piphany shall perform Professional Services in a
timely and competent manner consistent with generally acceptable industry
standards. Upon reasonable notice to HSNS, E.piphany may substitute or withdraw
personnel rendering Professional Services.

6.4 ACCEPTANCE. Each Deliverable shall be deemed accepted upon the earlier of:
(i) receipt of written notice of acceptance from HSNS, or (ii) ten (10) days
after delivery of such Deliverable ("Acceptance Period"), unless HSNS provides
E.piphany with a detailed list of material non-conformities during the
Acceptance Period. If HSNS properly rejects a Deliverable, E.piphany will use
reasonable commercial efforts to correct the material non-conformity specified
in the notice. When it believes that it has made the necessary corrections,
E.piphany will again deliver the Deliverable to HSNS and the acceptance/
rejection/correction process shall be reapplied until the Deliverable
substantially complies with the requirements of the Statement of Work.

6.5 CHANGE CONTROL. Any change to the scope of a project, any Deliverable,
milestone or payment obligation contained in an Order Form (and/or the attached
Statement of Work) shall be made only in writing and signed by authorized
representatives of E.piphany and HSNS. Unless otherwise agreed by the parties in
writing, E.piphany shall have no obligation to provide Professional Services (i)
beyond the scope of matters expressly described in the Order Form (and attached
Statement of Work); or (ii) which becomes necessary as a consequence of events
beyond E.piphany's reasonable control.

6.4 OWNERSHIP OF DELIVERABLES. HSNS acknowledges and agrees that any and all
Deliverables shall be and remain the property of E.piphany. E.piphany grants
HSNS a non-exclusive, non-transferable, non-sublicensable license to use such
Deliverables solely for is internal use consistent with the terms of this
Agreement.

6.5 HSNS RESPONSIBILITIES. HSNS shall provide E.piphany with (i) one (1)
designated contact for all questions and issues relating to Professional
Services; (ii) access to HSNS's facilities and office support as may be
reasonably requested by E.piphany; and (iii) the services of sufficiently
qualified HSNS personnel as may be reasonably necessary to enable E.piphany to
perform the Professional Services.

7. TRAINING SERVICES

7.1 TRAINING SERVICES. In consideration for payment of the fees and charges set
forth in Exhibit A, E.piphany shall provide Training Services as set forth in
Exhibit C. The training sessions will take place at E.piphany's facilities and
E.piphany will supply all necessary equipment. HSNS shall be responsible for all
travel and lodging expenses associated with attending the training session.

7.2 ADDITIONAL TRAINING SERVICES. HSNS may, at its option and expense, attend
additional E.piphany training courses, dependent upon space availability. Any
additional training shall be provided at E.piphany's standard rates for such
training, and will take place at E.piphany's facilities. HSNS shall be
responsible for all travel and lodging expenses associated with attending the
additional training sessions.

8. PROPRIETARY RIGHTS

8.1 E.PIPHANY OWNERSHIP. HSNS acknowledges that E.piphany retains all right,
title and interest in the Application and any modifications thereto, including
without limitation any



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customization, enhancement, amendment or change to the Application. HSNS hereby
assigns all right, title and interest in and to any customization, enhancement,
amendment or changes made by or for HSNS pursuant to this Agreement, and hereby
waives any and all moral rights that HSNS may retain in and to such
customizations, enhancements, amendment and changes. The Application and any
modifications are licensed pursuant to this Agreement to HSNS for use of the
Application and any modifications thereto. HSNS hereby represents and warrants
that the assignment of rights by HSNS in and to such modifications includes any
right, title and interest in and to all modifications created by or for HSNS For
avoidance of doubt, modification to the Application to be owned by E.piphany
shall not include pre-existing HSNS intellectual property or intellectual
property developed by HSNS without reference to E.piphany Confidential
Information. All data created by HSNS using the Outsourcing Application shall be
owned by HSNS.

8.2. PROPRIETARY NOTICES. HSNS shall not remove any E.piphany trademark,
copyright or other proprietary notices from any part of the Application or
Documentation, and shall reproduce such notices on any copies of such materials
made by HSNS. Moreover, HSNS shall consistently identify the Application as a
managed application in the Outsourcing Services to existing and prospective
Outsourcing Customers in the ordinary course of HSNS' business.

8.3 USE. During the term of this Agreement, each party shall have the right to
indicate to the public that HSNS is an authorized Outsourcing Service provider
of E.piphany's Application. HSNS shall use E.piphany's Trademarks solely for
purposes of advertisement, promotion, and sale of the Application in conjunction
with the Outsourcing Applications and Services and for no other purposes. Either
party shall use the other party's Trademarks in accordance with the guidelines
established by the other party from time to time. Nothing herein shall grant to
either party any right, title or interest in the other party's Trademarks. At no
time shall either party use any of the other party's Trademarks in any manner
likely to confuse, mislead, or deceive the public, or in any way that is
injurious to the other party's reputation. At no time during or after the term
of this Agreement shall either party challenge or assist others to challenge the
other party's Trademarks or the registration thereof or attempt to register any
trademarks, marks or trade names confusingly similar to those of the other
party.

8.4. APPROVALS. Each party shall allow the other to review all press
announcements, press releases, marketing materials, HSNS' co-branded or
E.piphany branded screens, product brochures and any use of the other's
Trademarks referencing the other party prior to their release to the public or
the press, and shall incorporate all changes that the other may reasonably
request to ensure correct usage of their trademarks and accuracy of content. A
party's failure to respond to the submission of material for approval with any
recommended changes within three (3) business days shall be deemed an approval
of the submission.

9. CONFIDENTIALITY

9.1 CONFIDENTIAL INFORMATION. By virtue of this Agreement, each party may have
access to information that is confidential to the other party. "Confidential
Information" shall consist of the Application, Documentation, the terms and
pricing under this Agreement, and all information clearly identified as
confidential at the time of disclosure (or, in the case of information disclosed
orally, within thirty (30) days of the date of disclosure). Confidential
Information shall not include information that: (i) is or becomes a part of the
public domain through no act or omission of the other party; (ii) was in the
other party's lawful possession prior to the disclosure and had not been
obtained by the other party either directly or indirectly from the disclosing
party; (iii) is lawfully disclosed to the other party by a third party without
restriction on disclosure; or (iv) is independently developed by the other
party. HSNS shall not disclose the results of any Application benchmark tests to
any third party without E.piphany's prior written approval. The parties agree to
hold each other's Confidential Information in confidence for a period of five
(5) years after disclosure of the Confidential Information or for a period of
two (2) years after termination of this Agreement, whichever is earlier. The
parties agree, unless required by law (in which event, the receiving party will
notify the disclosing party of such requirement in sufficient time for the
disclosing party to seek a protective order or take similar action), not to make
each other's Confidential Information available in any form to any third party
for any purpose, except that access to and the use of Confidential Information
may be provided to those third parties that: (i) provide services to the
recipient of Confidential Information; (ii) have a need to use and access such
Confidential Information in providing such services; and (iii) are bound by an
obligation of confidentiality at least as restrictive as the confidentiality
restrictions of this Agreement. Each party agrees to take all reasonable steps
required to ensure that Confidential Information is not disclosed or distributed
by its employees or agents in violation of the terms of this Agreement.

10. INDEMNITY

10.1 E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY. E.piphany will defend or, at its
option, settle a claim brought against HSNS that the Application, as used within
the scope of this Agreement, infringes a U.S. copyright, patent, trademark or
trade secret, and indemnify HSNS against all damages and costs, including
reasonable attorneys' fees, that may be assessed in any such claim, provided
that: (i) HSNS notifies E.piphany in writing within thirty (30) days of the
claim; (ii) E.piphany has sole control of the defense and all related settlement
negotiations; and (iii) HSNS provides E.piphany with reasonable assistance,
information and authority necessary to perform E.piphany's obligations under
this Section. E.piphany will reimburse HSNS's reasonable out-of-pocket expenses
incurred in providing such assistance. E.piphany shall have no liability for any
claim of infringement based on use of a superseded or altered release of the
Application if the infringement would have been avoided by the use of a current
unaltered release of the Application which E.piphany provides to HSNS without
charge, or any combination of the Application with materials not provided or
recommended by E.piphany. If the Application is held by a court of competent
jurisdiction or believed by E.piphany to infringe, E.piphany shall have the
option, at its expense, to (i) modify the Application to be non-infringing; or
(ii) obtain for HSNS a license to continue using the Application. If E.piphany
determines that it is not commercially reasonable to perform either of the above
options, then E.piphany may terminate the license for such Application and
refund the license fees paid for the Application, prorated as depreciated over
five (5) years on a straight-line basis from the Effective Date.

10.2 GENERAL INDEMNITY. HSNS hereby agrees to indemnify, defend and hold
harmless E.piphany, and its officers,



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directors and partners (each, an "Indemnified Party") against any and all
claims, demands, causes of action, damages, costs, expenses, penalties, losses
and liabilities (whether under a theory of negligence, strict liability,
contract or otherwise) incurred or to be incurred by an Indemnified Party
(including but not limited to costs of investigation and reasonable attorney and
other third party fees and, to the extent permitted by law, fines, penalties and
forfeitures in connection with any proceedings against the Indemnified Party)
arising out of or resulting from (i) HSNS's providing or failure to provide
Outsourcing Services, (ii) any representation, warranty or claim made by or on
behalf of HSNS to any Outsourcing Customer, or (iii) Outsourcing Services
infringement or alleged infringement of any copyright, trademark, trade secret,
or other property rights of any third parties arising in any jurisdiction
throughout the world. E.piphany shall (i) notify HSNS in writing within a
reasonable time of becoming aware of such claim, suit or proceeding, (ii) give
HSNS the right to control and direct the investigation, preparation, defense and
settlement of any claim, suit or proceeding (provided that HSNS shall not enter
into any settlement without E.piphany's prior written consent); and (iii)
provide reasonably requested assistance and cooperation for the defense of same.

10.3 LIMITATION ON INDEMNITY. Notwithstanding the provisions of Section 10.1
("E.piphany Intellectual Property Indemnity"), E.piphany assumes no liability
for infringement claims arising from (i) the combination of the Application with
products not provided by E.piphany, (ii) any modification to the Application
unless such modification was made by E.piphany. Either party shall be solely
responsible for, and shall indemnify and hold free and harmless the other party
for, any and all claims, damages or lawsuits (including reasonable legal fees)
arising from the tortious or grossly negligent acts of the indemnifying party's
employees, agents or Contractors. THE PROVISIONS OF SECTION 10.1 ("E.PIPHANY
INTELLECTUAL PROPERTY INDEMNITY") STATE THE ENTIRE LIABILITY AND OBLIGATION OF
E.PIPHANY, AND THE EXCLUSIVE REMEDY OF HSNS, WITH RESPECT TO ANY ACTUAL OR
ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER
INTELLECTUAL PROPERTY RIGHT BY THE APPLICATION OR ANY PART THEREOF. THIS
LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL
PURPOSE OF THE EXCLUSIVE REMEDIES.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF
PROFITS, REVENUE, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL E.PIPHANY'S LIABILITY
HEREUNDER EXCEED THE SUM TOTAL OF PAYMENTS MADE BY HSNS UNDER THE INITIAL TERM
OF THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN
E.PIPHANY AND HSNS AND E.PIPHANY'S PRICING REFLECTS THIS ALLOCATION TO WHICH THE
PARTIES HAVE AGREED. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY
FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.

12. TERM AND TERMINATION

12.1 TERM AND TERMINATION. This Agreement shall continue for a term set forth in
Exhibit B, and may be renewed for successive one (1) year terms pursuant to
mutual written agreement of the parties, unless terminated earlier pursuant to
this Section 12.1. Upon prior written notice, either party may terminate this
Agreement if the other party becomes insolvent, ceases doing business in the
regular course, files a petition in bankruptcy or is subject to the filing of an
involuntary petition for bankruptcy which is not rescinded within a period of
sixty (60) days, or fails to cure a material breach of any term or condition of
this Agreement within thirty (30) days of written notice specifying such
breach.

12.2 RETURN OF MATERIALS. Upon termination of this Agreement for any reason,
HSNS shall (except as provided in Section 12.3 ("Effect of Termination")
immediately discontinue use of the Application and within ten (10) days certify
in writing to E.piphany that all copies of the Application, in whole or in part,
in any form, have either been returned to E.piphany or destroyed in accordance
with E.piphany's instructions.

12.3 EFFECT OF TERMINATION. Upon termination of this Agreement, other than by
reason of a termination for material breach due to a breach by HSNS pursuant to
Section 12.1 ("Term and Termination"), (i) HSNS shall have the right to access
and use the Application solely to provide Outsourcing Services, but only to the
extent necessary to provide Outsourcing Services through the remaining unexpired
term of an applicable Agreement with the Outsourcing Customer (without renewal
following the termination of this Agreement), but in any extent not beyond
twelve (12) months from the effective date of termination. Upon termination of
this Agreement, E.piphany's obligation to provide Maintenance to HSNS shall
terminate, and E.piphany may, in its sole discretion, provide Maintenance to
HSNS and/or the Outsourcing Customers pursuant to terms upon which the parties
may agree in writing. Termination of this Agreement shall not relieve HSNS's
obligation to pay all fees that are owed by HSNS under this Agreement or any
Order Form. All payments made by HSNS to E.piphany hereunder are non-refundable.

12.4 LIMITATION ON LIABILITY. In the event of termination by either party in
accordance with any of the provisions of this Agreement, neither party shall be
liable to the other, because of such termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or
anticipated sales or on account of expenditures, inventory, investments, leases
or commitments in connection with the business or goodwill of E.piphany or HSNS.

12.5 SURVIVAL. The provisions of Sections 1.4, 3.1, 3.4, 4.3, 6.2, 6.4, 8, 9,
11, 12, 13 and 14 shall survive any termination or expiration of this Agreement.
All other rights and licenses granted herein will cease upon termination.

13. GENERAL

This Agreement, and all matters arising out of or relating to this Agreement,
shall be governed by the laws of the State of California. Any legal action or
proceeding relating to this Agreement shall be instituted in a state or federal
court in San Francisco or San Mateo County, California, and each party hereby
submits to the personal jurisdiction of such courts. Except for actions for
nonpayment of breach of E.piphany's proprietary rights in the Application, no
action, regardless of form, arising out of this Agreement may be brought by
either party more than two years after the cause of action has accrued. Neither
party may



                                       5
<PAGE>   6

assign or otherwise transfer this Agreement to any person or entity without the
other's written consent, such consent not to be unreasonably withheld or
delayed; provided that the withholding of consent of assignment to a competitor
of the other party shall be deemed reasonable. Any assignment in derogation of
the foregoing shall be null and void. At E.piphany's written request, not more
frequently than annually, HSNS shall furnish E.piphany with a signed
certification verifying that the Application is being used pursuant to the
provisions of this Agreement and applicable Order Forms. All notices, including
notices of address change, required to be sent hereunder shall be in writing and
shall be deemed to have been given when mailed by first class mail to the
applicable address listed in the relevant Order Form. To expedite order
processing, HSNS agrees that E.piphany may treat documents faxed by HSNS to
E.piphany as original documents; nevertheless, either party may require the
other to exchange original signed documents. If any provision of this Agreement
is held to be invalid or unenforceable, the remaining provisions of this
Agreement will remain in full force. The waiver by either party of any default
of breach of this Agreement shall not constitute a waiver of any other or
subsequent default or breach. Neither party shall be liable to the other for any
delay or failure to perform any obligation under this Agreement if the delay or
failure is due to circumstances beyond the reasonable control of the
non-performing party. This Agreement constitutes the complete agreement between
the parties and supercedes all prior or contemporaneous agreements or
representations, written or oral, concerning the subject matter of this
Agreement. IT IS EXPRESSLY AGREED THAT THE TERMS OF THIS AGREEMENT AND ANY ORDER
FORM SHALL SUPERSEDE THE TERMS IN ANY HSNS PURCHASE ORDER OR OTHER ORDERING
DOCUMENT. This Agreement may not be modified or amended except in writing signed
by a duly authorized representative of each party; no other act, document, usage
or custom shall be deemed to amend or modify this Agreement.

14. DEFINITIONS

"APPLICATION" means the English version of the E.piphany Application programs
listed in Exhibit A, in object code format, any accompanying Documentation, and
any Updates (as defined in Section 5.5 ("Updates"), only if and when generally
commercially available as part of the Maintenance Services provided pursuant to
Section 5 ("Maintenance Services").

"CONCURRENT USERS" means, collectively, the end-users who are employees and/or
contractors of: (a) HSNS, who are permitted simultaneous access to, and use of,
the Application for the purpose of providing Outsourcing Services, and (b)
Outsourcing Customers, who are permitted simultaneous access to and use of the
Application for the purpose of using the Outsourcing Services.

"DESIGNATED SYSTEM" means the computer system located in the U.S. on which the
Application will run and which is identified on Exhibit A.

"DELIVERABLE" means deliverables provided as part of Professional Services,
including, without limitation, any modification or enhancement to the
Application, and any ideas, know-how or techniques relating thereto.

"DOCUMENTATION" means the then-current technical publications, as amended from
time to time, relating to the use of the Application, such as reference, user
and installation guides, in electronic or hard copy format, made available with
the Application.

"INTERACTION" means any inbound electronic communication, transmission or
interaction with the Application (over any channel of communication including
email, chat, fax, CTI or chat) initiated by or on behalf of any person other
than an Outsourcing Customer User. Subject to the foregoing, an Interaction
shall not include an instance in which the Application accesses information or
data from back-end third party Application operating in combination with the
Application.

"MAINTENANCE" means the technical support described in Section 5 above that
E.piphany provides under this Agreement.

"MARKET" means the targeted business set forth in Exhibit B

"ORDER FORM" means the document in the form of Exhibit A, by which Applications,
Maintenance or Professional Services can be ordered under this Agreement.

"OUTSOURCING APPLICATION" means the application specific use of the Application
described in Exhibit B.

"OUTSOURCING CUSTOMER" means each third party end-user customer of HSNS who is a
party to a then-current HSNS Subscription Agreement.

"OUTSOURCING CUSTOMER(S)" means one of Outsourcing Customer's customers in the
ordinary course of business, to whom Outsourcing Customer provides a
comprehensive solution through use of the Outsourcing Services.

"OUTSOURCING CUSTOMER USER" means a named person who is an officer, employee,
agent, or other person authorized by HSNS to receive Outsourcing Application
Services from HSNS for an Outsourcing Customer.

"OUTSOURCING COMPANY(IES)" means a company that employs HSNS to support its
internal business purposes through Concurrent Users' use of the Application.

"OUTSOURCING SERVICES" means HSNS's provision of a comprehensive customer
relationship management solution in an outsourced environment as more
particularly described in Exhibit B, where: (i) Concurrent Users' use of the
Application solely for the purpose of supporting Outsourcing Customers, and (ii)
where the Application constitutes no more than ten percent (10%) of such
Outsourcing Services.

"REMOTE ACCESS" means direct connection to the Designated System via the
Internet, via PPTP, direct TCP/IP or other such high-speed, point-to-point
network access.

"SCOPE OF USE" means the limitations on HSNS's use of the Application,
specifically, the numbers of Concurrent Users and Interactions set forth in
Exhibit A.

"STATEMENT OF WORK" means a written document setting forth the scope of
implementation and/or consulting services, the anticipated schedule,
deliverables, if any, and fee structure.

"TERRITORY" means the geographic area set forth in Exhibit B.


(intentionally left blank)


                                       6
<PAGE>   7

"UPDATE" means any published (i) new release of the Application that is not
designated by E.piphany as a new product for which it charges separately; and/or
(ii) error correction or functional enhancement to the Application. E.piphany
shall determine, in its sole discretion, when it shall make Updates available to
HSNS, provided that any such Update shall be made available to HSNS no later
than thirty (30) days following its general commercial release.


IN WITNESS WHEREOF, the parties by their duly authorized representatives have
executed this Agreement as of the date set forth above.

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:      /s/ Karen Richardson         SIGNATURE:    /s/ Andrew Fox
                --------------------                       ---------------------
PRINT NAME:     Karen Richardson             PRINT NAME:   Andrew Fox
                --------------------                       ---------------------

TITLE:          EVP Sales                    TITLE:        President & CEO
                --------------------                       ---------------------


                                       7
<PAGE>   8

                                    EXHIBIT A
                                   ORDER FORM

This Order Form ("Order Form") to the Outsourcing Agreement by and between
E.piphany, Inc. ("E.piphany") and High Speed Net Solutions, Inc. ("HSNS" ) dated
July __, 2000 ("Agreement"). Capitalized terms used herein shall have the same
meaning ascribed to them in the Agreement. It is expressly agreed that the terms
of the Agreement and the Order Form shall supersede the terms in any HSNS
purchase order or other ordering document.

1.0      ORDER FORM EFFECTIVE DATE: JULY __,  2000.

2.0      LICENSED APPLICATIONS.

         CURRENT E.4 TIER 4         E-MAILER APPLICATION

         CURRENT E.4 TIER 3 CAMPAIGN MANAGEMENT SYSTEM APPLICATION , EXCLUSIVE
         OF E.PIPHANY'S TIER 2 (DISTRIBUTED DATABASE MARKETING) APPLICATIONS.

         CURRENT E.4 TIER 1 (REPORTING AND ANALYSIS) ROWS AND COLUMNS, SOLELY AS
         REQUIRED FOR THE OPERATION OF THE EMAILER APPLICATION AND CAMPAIGN
         MANAGEMENT APPLICATION.


3.0      DEVELOPMENT LICENSE FEES AND SCOPE OF USE. In consideration of the
         grant of rights and licenses set forth in this Agreement, HSNS shall
         pay the following fees for the following scope of use throughout the
         term of this Agreement:

         a.       DEVELOPMENT LICENSING FEES. HSNS will pay to E.piphany a
                  development license fee of $230,500 due and payable as
                  follows:

                  $ 115,250.00      Net thirty (30) days from the Effective Date
                                    of this Agreement.

                  $ 115,250.00      Net ninety (90) days from the Effective Date
                                    of this Agreement.

<TABLE>
<CAPTION>
  CAMPAIGN MANAGEMENT & EMAILER APPLICATIONS
              (NT PLATFORM ONLY)                    YEAR 1         YEAR 2          YEAR 3           TOTAL
<S>                                                <C>             <C>            <C>             <C>

Development License Fees                          $ 212,500                                       $212,500
Annual Priority Maintenance Fees @ 22% of net      $ 46,750        $46,750        $46,750         $140,250
                                               ----------------------------------------------------------------
Total                                              $259,250        $46,750        $46,750         $352,750



Net Development User Fees (each)                    $ 3,000                                        $ 3,000
Annual Priority Maintenance Fees @ 22% of net         $ 660          $ 660          $ 660          $ 1,980
                                               ----------------------------------------------------------------
Total                                               $ 3,660          $ 660          $ 660          $ 4,980

Number of Users                                           6                                              6
Total Users Fees                                   $ 18,000                                       $ 18,000
Annual Priority Maintenance Fees @ 22%              $ 3,960        $ 3,960        $ 3,960         $ 11,880
                                               ----------------------------------------------------------------
Total                                              $ 21,960        $ 3,960        $ 3,960         $ 29,880

TOTAL DEVELOPMENT LICENSE AND USER FEES           $ 281,210       $ 50,710       $ 50,710        $ 382,630
</TABLE>


         b. MINIMUM SELL THROUGH REVENUE COMMITMENT: HSNS will pay to E.piphany
a minimum sell through revenue commitment of $750,000.00 ("MINIMUM SELL-THROUGH
COMMITMENT") during the initial three year term of this Agreement on the dates
and in the minimum amounts ("Minimum Quarterly Payments") as follows.


                                       8
<PAGE>   9

<TABLE>
<CAPTION>
--------------------------------------       ----------------------------------------     ----------------------------------------
                    Minimum Quarterly                             Minimum Quarterly                            Minimum Quarterly
 Payment Due Date       Payment                Payment Due Date        Payment              Payment Due Date        Payment
--------------------------------------       ----------------------------------------     ----------------------------------------
<S>                     <C>                    <C>                     <C>                  <C>                     <C>
  October 1, 2000       $62,500                October 1, 2001         $62,500              October 1, 2002         $62,500

  January 1, 2001       $62,500                January 1, 2002         $62,500              January 1, 2003         $62,500

   April 1, 2001        $62,500                 April 1, 2002          $62,500               April 1, 2003          $62,500

   July 1, 2001         $62,500                  July 1, 2002          $62,500                July 1, 2003          $62,500

--------------------------------------       ----------------------------------------     ----------------------------------------
  Year 1 - TOTAL      $250,000.00               Year 2 - TOTAL       $250,000.00             Year 3 - TOTAL       $250,000.00
--------------------------------------       ----------------------------------------     ----------------------------------------
</TABLE>

4.0.     ADDITIONAL FEES

         4.1      INCREASES TO THE MINIMUM SELL THROUGH COMMITMENT. The Minimum
                  Sell Through Commitment will increase in Years 2 and 3 of this
                  Agreement as follows:

                  YEAR 2 - Annual minimum payment ($250,000.00), plus a
                  percentage increase in the annual minimum payment equal to 50%
                  of the difference between the number of emails sent by HSNS on
                  behalf of Outsourcing Customers in the first six months of
                  Year 1 and the second six months of Year 1, up to a maximum
                  Year 2 payment of $375,000.00. Payment is due and payable in
                  equal quarterly installments ("Year 2 Quarterly Payments"). On
                  the thirtieth (30th) day after the end of Year 1, HSNS shall
                  submit a report to E.piphany (in a format provided by
                  E.piphany, but reasonably acceptable to HSNS) listing the
                  total number of emails distributed by Outsourcing Customer for
                  the first and second six months of Year 1. Year 2 Quarterly
                  Payments will be due and payable thereafter on July 1, 2001;
                  October 1, 2001; January 1, 2002; April 1, 2002. All reporting
                  and payment requirements under this Section 4.1 shall be
                  subject to Section 3.4 of the HSNS Agreement.

                  YEAR 3 - Annual minimum payment ($250,000), plus a percentage
                  increase in the annual minimum payment equal to 50% of the
                  difference between the number of emails sent by HSNS on behalf
                  of Outsourcing Customers in Year 1 and Year 2, up to a maximum
                  Year 3 payment of $500,000.00. Payment is due and payable in
                  equal quarterly installments ("Year 3 Quarterly Payments.") On
                  the thirtieth (30th) day after the end of Year 2, HSNS shall
                  submit a report to E.piphany (in a format provided by
                  E.piphany, but reasonably acceptable to HSNS) listing the
                  total number of emails distributed by Outsourcing Customer for
                  Years 1 and 2. Year 3 Quarterly Payments will be due and
                  payable thereafter on July 1, 2002; October 1, 2002; January
                  1, 2003; April 1, 2003. All reporting and payment requirements
                  under this Section 4.1 shall be subject to Section 3.4 of the
                  HSNS Agreement.


         4.2      LEAD SHARING FEES: HSNS agrees to pay E.piphany an additional
                  $0.005 per email for any email distributed by HSNS as a result
                  of any deal it closes that either results from a lead
                  generated by E.piphany or in which E.piphany assisted prior to
                  closing for the first year after the deal closes. Lead sharing
                  activities include leads that HSNS obtains from participation
                  at E.piphany vendor shows or participation in an E.piphany
                  booth at E.piphany specified trade shows.

                  HSNS agrees to pay lead sharing fees on a quarterly basis for
                  the first year of any HSNS engagement resulting from an
                  E.piphany lead. On the thirtieth (30th) day after the end of
                  each quarter, HSNS shall submit a report to E.piphany (in a
                  format provided by E.piphany, but reasonably acceptable to
                  HSNS) listing (i) the total number of emails distributed for
                  the quarter; along with payment for the quarterly lead sharing
                  fees owed to E.piphany. All reporting and payment requirements
                  under this Section 4.2 shall be subject to Section 3.4 of the
                  HSNS Agreement.


5.0.     TERM. This Agreement shall have an initial term of three (3) years.

6.0      ANNUAL MAINTENANCE FEES

         YEAR 1   $50,710.00 due and payable in four (4) equal installments of
                  $12,677.50 as follows:

                           Net thirty days from the Effective Date of this
                           Agreement.

                                    October 1, 2000.



                                       9
<PAGE>   10

                                    January 1, 2001.
                  April 1, 2001

         YEAR 2 $50,710.00 due and payable in four (4) equal quarterly
installments of $12,677.50 on: July 1, 2001, October 1, 2001 January 1, 2002 and
April 1, 2002.

         YEAR 3 $50,710.00 due and payable in four (4) equal quarterly
installments of $12,677.50 on: July 1, 2002, October 1, 2002, January 1, 2003,
and April 1, 2003.

7.       DESIGNATED SYSTEM: NT-- 434 Fayetteville Street, Suite 600, Raleigh, NC
         27601.

8.       NOTICES:

------------------------------------------ -------------------------------------
HSNS CONTACT                               E.PIPHANY CONTACT
Theodore Harper, Esq.                      General Counsel
Kilpatrick and Stockton  LLP               E.piphany, Inc.
3737 Glenwood Avenue, Suite 400            1900 S. Norfolk St., Suite 310
Raleigh, NC 27612                          San Mateo, CA 94403
919/ 420-1709 (phone)                      650/356-3800 (phone)
email: tharper@kilstock.com                650/356-3907 (fax)
------------------------------------------ -------------------------------------

------------------------------------------ -------------------------------------
HSNS TECHNICAL CONTACT                     E.PIPHANY TECHNICAL CONTACT
Harris Glover                              Director, Technical Support
VP of High Speed Net Solutions, Inc.       E.piphany, Inc.
434 Fayetteville Street, Suite  2120       1900 S. Norfolk St., Suite 310
Raleigh, NC 27601                          San Mateo, CA 94403
919/807-5690 (phone)                       650/356-3800 (phone)
919/807-0508 (fax)                         650/356-3801 (fax)
email: Harris.glover@hsns.com
------------------------------------------ -------------------------------------

6.       HSNS BILLING INFORMATION:                      SHIPPING INFORMATION:

BILLING ADDRESS: _ _ High Speed Net Solutions, Inc.     SHIPPING ADDRESS:
434 Fayetteville Street, Suite 2120
Raleigh, NC 27601

BILLING CONTACT: ROBERT LOWREY, CFO                     SHIPPING CONTACT:
TELEPHONE: _919/807-5690                                TELEPHONE;
EMAIL: MAILTO:__ROB.LOWREY@HSNS.COM                     EMAIL:
FACSIMILE: 919/807-0508                                 FACSIMILE:


AGREED BY:

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:        /s/ Karen Richardson       SIGNATURE:       /s/ Andrew Fox
                  --------------------                        ------------------

PRINT NAME:       Karen Richardson           PRINT NAME:      Andrew Fox
                  --------------------                        ------------------

TITLE:            EVP Sales                  TITLE:           President & CEO
                  --------------------                        ------------------

                                       10
<PAGE>   11

                                    EXHIBIT B
         DESCRIPTION OF OUTSOURCING APPLICATION AND OUTSOURCING SERVICES
                              TERRITORY AND MARKET



OUTSOURCING APPLICATION TITLE AND DESCRIPTION: Outsourcing Application Title and
Description:

Rich Media Direct
Rich Media Direct is an online direct marketing turnkey service that targets
rich media advertisements to selected demographics/psychographics via Rich Media
Direct delivery mechanisms.

OUTSOURCING SERVICE TITLE AND DESCRIPTION:

High Speed Rich Media Direct Service

The Rich Media Direct service will take (a 15- or 30-second video advertisement)
and target to selected 'opt-in' recipient list. The service will compress and
package advertisements to provide a compelling advertisement. The High Speed
Rich Media Direct Network provides customers dedicated bandwidth and a
distributed infrastructure to efficiently distribute rich media advertisements
to targeted audiences. In addition, the High Speed Rich Media Direct Service
offers customers the following benefits:

*        7x24 Service and Support

*        Content packaging and compression

*        Online tracking & reporting of campaigns

*        Customized media player GUI's for brand extension and hyperlinks

*        Online repeat campaign and list selection

*        Streaming services

This service provides complete protection and privacy to your distribution list
and all data collected during your campaign.


HOSTED SYSTEMS:  Microsoft NT Server

MARKET:  Persons or Entities who wish to use Rich Media Advertising Services

TERRITORY: HSNS shall have rights under this Agreement to provide Outsourcing
Application and Outsourcing Services to Outsourcing Customers globally without
restriction contingent upon HSNS providing Outsourcing Services from the
Designated System. HSNS shall submit quarterly reports to E.piphany listing the
number of Outsourcing Customers located outside of the United States, by country
and the number of emails sent on their behalf so that E.piphany can use such
information to allocate sales revenue for the payment of commissions to its
local sales representatives.


                                       11
<PAGE>   12


EXHIBIT C
                              TRAINING AND SUPPORT

A.  TRAINING

         1. SALES AND MARKETING TRAINING. Reseller must have a minimum of five
(5) of its sales staff participate in the sales and marketing training in the
first 6 months of this agreement. Sales and Marketing training will be available
to Reseller at a rate of 25% off of E.piphany's list price.

         2. PRE-SALES TECHNICAL TRAINING. Reseller must have a minimum of two
(2) of its pre-sales technical staff participate in the pre-sales technical
training in the first 6 months of this agreement. All pre-sales technical
consultants must have appropriately configured hardware on which to load
demonstration software at the time of such training. Pre-Sales Technical
Training will be available to Reseller at a rate of 25% off of E.piphany's list
price.

         3. EXPENSES. For any sales and marketing training or any technical
training provided by E.piphany to Reseller at any location other than
E.piphany's San Mateo location, E.piphany shall bill Reseller and Reseller shall
pay for any reasonable travel, lodging, and living expenses incurred by
E.piphany for such training. All travel will be pre-approved by Reseller.

B.  ADDITIONAL MARKETING REQUIREMENTS FOR HSNSS

1.       Alliance Manager. Each party shall provide a single point of contact to
         maintain overall responsibility for the relationship between E.piphany
         and HSNS. The following are examples of responsibilities of the single
         point of contact that will be mutually agreed upon to by the parties
         within the first (30) days after the Effective Date of the Agreement:

         i.       Business Plan Development

         ii.      Coordination of Marketing Activities: E.piphany and HSNS agree
                  to issue a joint press release.

         iii.     Coordination of Sales Teams

         iv.      Coordination of Engineering Teams

         E.piphany: ____________________________________
         HSNS:   ____________________________________



                                       12