<PAGE>

                                                                   Exhibit 10(b)

                          PROGRESS SOFTWARE CORPORATION
                     INDEPENDENT SOFTWARE VENDOR AGREEMENT



                          PROGRESS SOFTWARE CORPORATION
                   INDEPENDENT SOFTWARE VENDOR (ISV) AGREEMENT


Independent Software Vendor: Frontstep Solutions Group, Inc.
                             ---------------------------------------------------

Address: 2800 Corporate Exchange Drive
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City, State, Zip Code: Columbus, Ohio 43231
                       ---------------------------------------------------------

Contact: VP, CFO - Daniel P. Buettin
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E-mai1: dan.buettin@frontstep.com
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Telephone: (614) 523-7000
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Fax No.: (614) 895~2972
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Territory: Worldwide
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Progress Software Corporation ("PSC") and the Independent Software Vendor
("ISV") listed above agree as follows:

1. RIGHTS AND OBLIGATIONS

1.1 PSC hereby grants to ISV, and ISV hereby accepts from PSC, the right to
obtain PSC's (check the applicable box) (X) PROGRESS(R) 4GL Product line or (X)
WebSpeed(TM) products (hereinafter "PSC products") on a non-exclusive basis and
to market such products to ISV customers within the Territory set forth above
(or the United States if no Territory is indicated) provided that, in PSC's
judgment, the products and/or services ISV supplies constitute Substantial
Value-Add and ISV or ISV's customers are not attempting to market PSC products
within such Territory in violation of this Agreement, ISV customers shall mean
those persons, end-users, companies and associations supplied by ISV with ISV's
Progress based application software and/or PSC products.

1.2 "Substantial Value-Add" shall mean (check the applicable box):

(X) ISV's revenues for ISV's PROGRESS-based software product(s) (inclusive of
PSC products supplied) for use on any single CPU, exclusive of hardware, support
services and non-PSC Application Development Tools, shall not be less than two
(2) times ISV's cost for the purchase of the PROGRESS product(s) for that CPU;
or

(X) ISV's revenues for ISV's WebSpeed-based software product(s) (inclusive of
PSC products supplied) for use on any single CPU, exclusive of hardware and
non-PSC Application Development Tools, and/or ISV's services in connection with
ISV's WebSpeed-based software product(s) shall not be less than two (2) times
ISV's cost for the purchase of the total number of Transaction Agents (as such
term is defined in the documentation accompanying the WebSpeed products) for the
WebSpeed Transaction Server for that CPU.

"Application Development Tools" is defined as products whose primary purpose is
to facilitate the development of other applications.

1.3 ISV agrees to attend PSC training within sixty (60) days of signing this
Agreement and maintain a sufficient number (minimum of one (1) each) of capable
technical and sales personnel to carry out the obligations and responsibilities
of ISV under this Agreement.

1.4 ISV agrees to actively market PSC's then current annual maintenance plan to
ISV's customers.

1.5 Upon placement of each order for PSC products, ISV agrees to notify PSC of
each ISV customer to which it ships such PSC products, including, but not
necessarily limited to, product designation, quantity, serial number, complete
name and address of the ISV customer where the products are being installed
(including street, city and country), and contact name. For licenses purchased
for inventory or stock but not immediately deployed, ISV will notify PSC of the
customer registration information required herein upon the date of such
deployment.

2. PRICES, DISCOUNTS AND PAYMENT TERMS

2.1 Prices and discounts for PSC products to be supplied to ISV hereunder shall
be as set forth in PSC's then-current price list and ISV discount schedule. Such
prices, discounts, payment and credit terms may be changed by PSC subject to the
provisions of Sections 2.2, 2.3, and 2.4.

2.2 If any change referred to in Section 2.1 results in an increase in cost to
ISV, then such change shall become effective only upon thirty (30) days prior
written notice by PSC.

2.3 If the change results in a decrease in cost to ISV, then PSC will grant ISV
credit for the difference in cost on all PSC products purchased within thirty
(30) days prior to the effective date of the change and not yet resold by ISV on
the effective date of the decrease.

2.4 Payment shall be made to PSC by ISV within thirty (30) days of shipment
provided ISV meets PSC's credit requirements. Otherwise, payment shall be made
in advance or on a C.O.D. basis. Interest shall accrue on any delinquent amounts
owed by ISV for PSC products at the lesser of eighteen percent (18%) per annum
or the maximum rate permitted by applicable usury law.

3. ORDERING PROCEDURE

3.1 Each order placed by ISV for products shall be deemed to incorporate all of
the terms and conditions of this Agreement, and any terms and conditions of such
order which are in addition to or inconsistent with the terms of this Agreement
shall be deemed stricken from such order.

3.2 PSC shall ship products ordered by ISV as soon as practical after acceptance
of ISV's order. Delivery of products shall be FOB PSC's Massachusetts
headquarters. ISV shall pay all transportation, handling charges and insurance
costs. All sales, use, personal property, withholding and other taxes relating
to this Agreement shall be paid by ISV unless ISV provides PSC with valid tax
exemption certificates or the equivalent thereof. ISV shall not be responsible
for taxes based on PSC's net income.

3.3 Each product shall be delivered to ISV in a package which may contain one or
more system media, manuals and license agreement. ISV shall deliver each product
to ISV's customer unopened. PSC's shrinkwrap or clickwrap license agreement that
accompanies the PSC products will govern the ISV customer's use of such
products. Such PSC End User Product License Agreement will be solely between PSC
and the ISV customer.

4. PROPRIETARY RIGHTS

4.1 Title to PSC products (including the manual, media and program contained
therein) shall remain with PSC or PSC's licensors. ISV acknowledges that PSC
products constitute a valuable asset of PSC and agrees to hold all such products
strictly confidential in accordance with the terms of this Agreement. ISV shall,
by all appropriate means, prevent unauthorized disclosure, publication, display
or use of PSC products. ISV shall not, and shall require in any contracts with
ISV's customers that such ISV customers shall not copy, modify or reverse
engineer any PSC products, nor remove, alter, cover or obfuscate any copyright
notices or other proprietary rights notices placed or embedded by PSC on or in
any part of the PSC products. ISV shall be responsible for notifying PSC of such
violations as they come to ISV's attention.

4.2 PSC, through this Agreement, shall acquire no rights to any ISV application
programs developed or resold by ISV.

4.3 PSC shall have the right to inspect and audit all the accounting, sales,
customer registration information and customer service books and records of ISV
to ensure compliance with the terms of this Agreement. Any such audit shall be
conducted only by PSC staff or a Certified Public Accountant whose fee is paid
by PSC and all audits shall be conducted during normal business hours at ISV's
offices and in such a manner as not to interfere unreasonably with ISV's normal
business activities.

4.4 Because of the unique and proprietary nature of the products, it is
understood and agreed that PSC's remedies at law for a breach by ISV of its
obligations under this Section 4 will be inadequate and that PSC shall, in the
event of any such breach, be entitled to equitable relief (including without
limitation provisional and permanent injunctive relief and specific performance)
in addition to all other remedies provided under this Agreement or available to
PSC at law.

5. WARRANTIES

5.1 OTHER THAN THE LIMITED WARRANTY, IF ANY, ACCOMPANYING THE PRODUCT, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PSC NOR PSC'S LICENSORS MAKE
ANY WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF PSC PRODUCTS OR AS TO
SERVICE TO ISV OR ANY OTHER PERSON. PSC RESERVES THE RIGHT TO CHANGE THE
WARRANTY AND SERVICE POLICY SET FORTH IN SUCH LIMITED WARRANTY, OR OTHERWISE, AT
ANY TIME, WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO ISV OR ANY OTHER
PERSON.

5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY EXCLUDED.

5.3 ISV SHALL MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY,
PERFORMANCE OR OTHER CHARACTERISTICS OF THE PSC PRODUCTS OTHER THAN THOSE





                                       1
<PAGE>
                          PROGRESS SOFTWARE CORPORATION
                      INDEPENDENT SOFTWARE VENDOR AGREEMENT




WHICH ARE CONSISTENT IN ALL RESPECTS WITH, AND DO NOT EXPAND THE SCOPE OF, THE
WARRANTIES OF PSC SET FORTH IN THIS AGREEMENT.

5.4 ISV agrees to take all actions reasonably specified by PSC in writing from
time to time in order to insure that the Limited Warranty is made in compliance
with all applicable law.

6. LIMITATION OF LIABILITIES
6.1 To the maximum extent permitted by applicable law, the liability, if any, of
PSC for damages relating to any PSC products and/or services shall be limited to
the actual amounts paid by ISV for such PSC products or services and shall in no
event include incidental or consequential damages of any kind, even if PSC has
been informed of the possibility of such damages. PSC's licensors and their
suppliers shall have no liability to ISV or ISV's customers for any damages
suffered by ISV or any third party as a result of using the PSC products or
distributing any portion thereof, or as a result of any services relating
thereto. Notwithstanding the foregoing, in no event shall PSC, its licensors, or
any of their respective suppliers be liable for any lost revenue, profit or
data, or for indirect, punitive, special, incidental or consequential damages of
any character, including, without limitation, any commercial damages or losses,
however caused and regardless of the theory of liability, arising out of the use
or inability to use the PSC products, or any portion thereof, or any services,
even if PSC, its licensors and/or any of their respective suppliers have been
informed of the possibility of such damages. Some states do not allow the
exclusion of incidental or consequential damages, so the above limitations may
not apply.

7. TRADEMARKS
7.1 For the term of this Agreement, PSC hereby grants and ISV hereby accepts a
license to use the Trademarks (as herein after defined) in the Territory in
connection with the marketing and distribution of the PSC Products. ISV shall
not use the Trademarks or confusingly similar marks in connection with any goods
or services other than the PSC Products. All rights in the Trademarks shall
remain at all times the sole property of PSC and all use of the Trademarks shall
inure to the benefit of PSC. For purposes of this Agreement, the term "PSC
Trademark" shall mean those names and designations by which any of the PSC
products are known, and the name "Progress Software Corporation" or "PSC". ISV
shall insure that none of the PSC Trademarks (or any variation thereof) appear
in any portion of ISV's name or any name under which ISV does business.

8. SUPPORT
8.1 ISV shall bear primary responsibility for developing applications or for
assisting ISV's customers in developing applications with PSC products, and will
provide appropriate support to ISV's customers in using PSC products and/or
using applications developed with PSC products. PSC will provide generally
available technical support to ISV from PSC's Massachusetts offices.

9. INDEMNIFICATION
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISV AGREES TO INDEMNIFY
AND HOLD HARMLESS PSC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND
AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, COSTS AND LIABILITIES
(INCLUDING ALL REASONABLE ATTORNEY'S FEES) OF ANY KIND WHATSOEVER, ARISING
DIRECTLY OR INDIRECTLY OUT OF ANY ACTION OR OMISSION BY ISV, INCLUDING, WITHOUT
LIMITATION, ISV's PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.

10. TERMS
10.1 This Agreement shall become effective upon the date the Agreement is
accepted by PSC and shall continue in force for twelve (12) months. Thereafter,
it shall automatically renew for successive twelve (12) month periods.
Notwithstanding the foregoing, either party may terminate this Agreement upon
ninety (90) days written notice to the other party.

10.2 Notwithstanding the foregoing, so long as any material breach of this
Agreement by ISV continues after thirty (30) days written notice by PSC, PSC may
immediately terminate this Agreement, including any orders issued by ISV, on
written notice to ISV.

10.3 So long as any material breach under this Agreement by PSC continues after
thirty (30) days written notice by ISV, ISV may immediately terminate this
Agreement on written notice to PSC.

10.4 In addition to any material breach of this Agreement, the application or
adjudication in bankruptcy of ISV, or the dissolution of ISV shall immediately
terminate this Agreement.

11. GENERAL
11.1 This Agreement may not be assigned by ISV, except in connection with a
merger or sale of substantially all assets of ISV which does not materially
affect its business activities nor its abilities to carry out its obligations
under this Agreement.

11.2 This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts without regard to its principles of conflicts of
laws. The United Nations Convention on Contracts for the International Sale of
Goods shall not apply to this Agreement. The parties agree that exclusive
jurisdiction and venue of any action with respect to this Agreement shall be in
a court of competent subject matter jurisdiction located in the Commonwealth of
Massachusetts and each of the parties hereby submits itself to jurisdiction and
venue of such courts for the purpose of any such action.

11.3 Neither PSC nor ISV shall be liable for any delay or failure to take any
action required hereunder (except for payment) due to any cause beyond the
reasonable control of PSC or ISV, as the case may be, including, but not limited
to unavailability or shortages of labor, materials, or equipment, failure or
delay in the delivery of vendors and suppliers and delays in transportation.

11.4 If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provision will not be affected or impaired thereby.

11.5 ISV agrees that it is an independent contractor and that this Agreement
and the relations between PSC and ISV hereby established do not constitute a
partnership, joint venture, agency or contract of employment between them, or
any other similar relationship.

11.6 No waiver, alteration, modification or cancellation of any of the
provisions of this Agreement shall be binding unless made in writing and signed
by both PSC and ISV. The failure of either PSC or ISV at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce such provision.

11.7 All notices required or permitted to be given under this Agreement shall be
in writing and shall be sent by certified or registered mail, if to PSC to
Progress Software Corporation, 14 Oak Park, Bedford, MA 01730, Attention: Vice
President, Sales and Service, cc: Vice President and General Counsel; if to ISV
to the address specified on the first page hereof. Either party may by such
notice to the other party change such address.

11.8 ISV agrees that the provisions of Sections 2.4, 4, 5, 6 and 9 shall
survive the expiration or earlier termination of this Agreement.

11.9 This Agreement is the complete and exclusive agreement between the parties
and supersedes any prior agreements, proposals, representations, or
understandings relating to the subject matter hereof. This Agreement may only be
modified if agreed to in writing and executed by duly authorized representatives
of PSC and ISV.

Agreed to:

Frontstep Solutions Group, Inc.
-------------------------------------
Independent Software Vendor



By:    /s/ Daryll Wartluft
       ----------------------------------
       Name:  Daryll Wartluft
       Title: Exec. VP, Products Group
       Date:  2/5/02



Accepted by:      Progress Software Corporation



By:    /s/ Justin P. Wright
       ----------------------------------
       Name:  Justin P. Wright
       Title: VP, North American Operations
       Date:  2/6/02



                 "This document has been reviewed &
                    approved by the PSC Legal Dept.

                        DLK Initials"




                                       2
<PAGE>
    AMENDMENT TO PROGRESS SOFTWARE INDEPENDENT SOFTWARE VENDOR AGREEMENT

            AMENDMENT to the Progress Software Corporation Independent Software
Vendor Agreement is effective as February 1, 2002 ("Effective Date"), by and
between Progress Software Corporation, a Massachusetts corporation with its
principal place of business at 14 Oak Park, Bedford, Massachusetts 01730 ("PSC")
and Frontstep Solutions Group, Inc., formerly known as Symix Computer Systems,
Inc., an Ohio corporation with its principal place of business at 2800 Corporate
Exchange Drive, Columbus, Ohio 43231 ("ISV").

            WHEREAS, PSC and ISV entered into a Progress Software Application
Partner Agreement effective as of February 8, 1995 (the "AP Agreement"); and

            WHEREAS, PSC and ISV previously amended the AP Agreement by entering
into an Amendment to the AP Agreement as of July 1, 1997 specifying special
pricing for designated PSC products distributed by ISV in conjunction with
certain ISV PROGRESS-based applications (the "Amendment");

            WHEREAS, ISV and PSC further amended the AP Agreement by entering
into a Second Amendment whereby the parties agreed to expand the geographic
scope of the special pricing terms and conditions in the Amendment to apply on a
worldwide basis, specified additional terms and conditions pursuant to which ISV
would have the right to copy and distribute an evaluation version of certain PSC
products in combination with an evaluation version of ISV's PROGRESS-based
application(s), and obtained the right to distribute the WebSpeed transaction
server product in conjunction with ISV's SyteWeb application;

            WHEREAS, ISV and PSC desire to merge the AP Agreement, the Amendment
and the Second Amendment into this one new ISV Agreement and Percent of
Application ("POA") Amendment to the ISV Agreement to support all worldwide
ordering and licensing of ISV's PSC based application(s).

            NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1)   Capitalized terms used but not defined in this Amendment shall have the
     same meaning as in the Agreement.

2)   The following terms as used herein shall have the following meanings:

     a)   "Net License Fee" shall mean the then-current total license fee
          charged by ISV to each customer for the ISV Application Modules
          bundled with the Selected PSC Products in accordance with Section 5
          below, net of any and all discounts, sales tax and shipping fees. The
          term "Net License Fee" shall not include revenue obtained by ISV for
          hardware, implementation, training, customization or support services.

     b)   "Selected PSC Products" shall mean the PSC products listed in Exhibit
          A.

     c)   "Application Modules" shall mean the PROGRESS(R)-based ISV application
          software modules and add-on modules listed in Exhibit B to this
          Amendment and any other software modules (PROGRESS-based) supplied by
          ISV to ISV's customers for use as a component of or in conjunction
          with the PROGRESS-based ISV application software modules and add-on
          modules listed in Exhibit B. ISV may update Exhibit B from time to
          time to reflect new modules added to the ISV application suite by
          providing PSC with written notice of such updates.

     d)   "Bundled Product" - as used throughout this Amendment, a bundled
          product shall be the Application Modules combined with the required
          Progress licenses necessary to deploy ISV's PSC based application.

          Note: ISV agrees that any development licenses provided within the POA
          bundle shall be for the use of ISV or limited use by the End User to
          modify the Application Modules only. End Users will receive no

<PAGE>


          technical support from PSC. End users desiring to do further
          development in conjunction with the ISV application, or obtain
          technical support from PSC may purchase development products outside
          of the POA bundle, at list price. ISV will receive the agreed upon
          discount for the product. As PSC agrees to provide support for these
          licenses, there will be a 15% ISV discount off of PSC's then-current
          list price for maintenance.

     e)   "Distributor(s)" shall mean a third party authorized by ISV to
          distribute the Bundled Product. A list of Distributor(s) as of the
          Effective Date of this Amendment is attached hereto as Exhibit D.
          Exhibit D may be updated from time to time upon the prior written
          approval of PSC, such approval shall not be unreasonably withheld.

3)   TERRITORY: ISV shall have the right to distribute the Selected PSC products
     worldwide solely in conjunction with the deployment of the Application
     Modules subject to the terms and conditions of the Agreement and this
     Amendment.

4)   DISTRIBUTOR(S) RIGHTS: ISV is granted the right to distribute the Bundled
     Product through Distributors. ISV hereby agrees that such sublicenses
     between ISV and Distributors shall be in writing and contain provisions no
     less restrictive than the terms contained within this Amendment.

5)   DISTRIBUTOR PRICING: PSC product and maintenance royalties for sales
     through ISV's authorized Distributors shall be 1.5 times the royalty
     rates stated in Section 9 below.

6)   This Section intentionally left blank.

7)   ISV PRICING: ISV will, in its sole discretion, establish and maintain a
     product price schedule setting forth the license fees for the Application
     Modules. A copy of ISV's current price schedules, both domestic and
     international, are attached hereto as Exhibit B. ISV shall provide PSC with
     written notice of any updates to the above-mentioned price schedules.
     Notwithstanding the foregoing, the special pricing terms and conditions set
     forth in this Amendment are based upon ISV's pricing model set forth in
     Exhibit B. In the event ISV substantially alters its pricing model from the
     one set forth in Exhibit B, ISV's license royalty fee and maintenance fee
     for the Selected PSC Product(s) deployed under such new pricing model shall
     be mutually negotiated by the parties.

8)   ISV'S AGREEMENT WITH ITS CUSTOMERS: For each bundled software license
     (meaning the Application Module(s) and Selected PSC Products), ISV shall,
     prior to grant of such license, enter into a license agreement with its
     customer, specifying in such agreement the terms and conditions pertaining
     to the above-mentioned bundled software license. Such agreement at a
     minimum shall include the following limiting terms and conditions:

          i)   The ISV customer's license to use the Selected PSC Products is
               limited to use of the Selected PSC Products by no more than the
               maximum number of users licensed to use the licensed Application
               Module(s) and solely in conjunction with such licensed
               Application Module(s). The Selected PSC Products licensed
               hereunder may not be used with other applications provided by a
               third party;

          ii)  Use of the Selected PSC Products by an ISV customer, regardless
               of whether or not the Selected PSC Products were provided by ISV,
               an ISV subsidiary, or an ISV authorized Distributor, shall be
               subject to the standard terms and conditions set forth in PSC's
               then-current End User Product License ("Shrinkwrap") Agreement (a
               current copy of which is attached hereto as Exhibit C) that
               accompanies any Selected PSC Products shipped by PSC. ISV agrees
               to enter into a license agreement with such customer that is in
               writing or acknowledged by customer in electronic format, that
               contains terms and conditions no less restrictive and
               substantially similar to those contained in the Shrinkwrap.
               Furthermore, ISV and ISV's authorized Distributors agree to
               include in any such license agreement

<PAGE>

               with their respective customer all third party license terms,
               conditions and restrictions contained in the Shrinkwrap,
               including, but not necessarily limited to, license restrictions
               of Sun Microsystems (Java technology), IBM (XML Parser) and RSA.
               If PSC includes additional third party products in the Selected
               PSC Products, ISV agrees to update its customer license agreement
               to include any additional license requirements associated with
               such additional third party products prior to shipping the
               Bundled Product containing the additional third party products to
               customer(s).

          iii) PSC and its suppliers shall be considered intended beneficiaries
               under the agreement between ISV and ISV customer, and PSC and its
               suppliers shall have the right to enforce the provisions of the
               agreement pertaining to limitations on ISV customer's use of the
               Selected PSC Products.

          iv)  Selected PSC Products listed in Exhibit A and licensed as part of
               ISV's Application Modules will have no trade-in value.
               Furthermore, these licenses can only be used with ISV's
               Application Modules with which they were acquired.

 9)   PSC LICENSE ROYALTIES: ISV shall pay PSC a royalty on all Net License and
      Maintenance fee revenue generated from any source if directly related to
      the sale, subscription, rental, lease or other form of license or sale for
      all of ISV's Application Modules (Progress based) worldwide, whether sold
      directly by ISV or through one of the ISV's business partners or
      distributors. Annual revenue used to determine the correct royalty rates
      and percentage discounts will include: Product, New Maintenance,
      Application Service Provider ("ASP") and Consulting Services revenue, paid
      to PSC under this agreement. Any revenue generated outside of this
      Agreement will not be counted towards the annual total used to determine
      the percentage listed in the table below.

      The parties agree that ISV's initial annual revenue commitment to PSC from
      December 1, 2001 to November 30, 2002 shall be $2,400,000. As such, PSC
      hereby grants to ISV an initial 11% Product Percent of Application ("POA")
      Rate, a 40% non-POA Product Discount, a 10% Maintenance Royalty Rate for
      POA Products, and a 30% Maintenance Discount on non-POA Products as
      defined in the table below. On December 1, 2002, and every December, 1
      thereafter, PSC will evaluate ISV's revenue attainment for the prior year
      and adjust all POA rates and discounts from that point forward based on
      the following table:
<TABLE>
<CAPTION>
         Total Product, New                 Product Percent of              Non-POA              Maintenance           Maintenance
         Maintenance, Consulting              Application Rate              Product              Royalty Rate          Discount on
         Services, and ASP Revenue                                          Discount                for POA               non POA
                                                                                                   Products              Products*
<S>      <C>                                         <C>                       <C>                   <C>                   <C>
         0-$999,999                                  13%                       40%                   10%                   25%

         $1,000,000 -                                12%                       40%                   10%                   27%
         $2,399,000

         $2,400,000 -                                11%                       40%                   10%                   30%
         $2,999,999

         $3,000,000 -                              10.5%                       40%                   10%                   35%
         $3,999,999

         Over $4,000,000                             10%                       50%                   10%                   35%
</TABLE>


          -    Per Section 2d, ISV shall receive a 15% maintenance discount for
               End User development products as PSC is providing support for
               those users.

          -    ISV may also order PSC products solely for ISV's internal
               development and technical support purposes only, and not for
               internal or external deployment or any other purpose, for an
               annual license usage fee of $20,000, the first $20,000 to be due
               and payable on July 30, 2002, and each July 30 thereafter, for so
               long as the Agreement and this Amendment remain in effect. Annual
               maintenance for such licenses is included in the $20,000 annual
               fee.
<PAGE>

10)   PSC MAINTENANCE ROYALTIES:

      a)    INITIAL MAINTENANCE TERM: In connection with ISV's initial
            distribution of Selected PSC Products in conjunction with each ISV
            license of Application Module(s) to an ISV customer, PSC
            maintenance coverage for such Selected PSC Products during the
            initial maintenance term shall be subject to a maintenance royalty
            based on the table above. Such royalty shall be calculated against
            ISV's yearly maintenance charge to its customer for the covered
            application. The above-mentioned fee is based upon a twelve (12)
            month initial maintenance term.

      b)    RENEWAL MAINTENANCE TERM: For each ISV Application Module license,
            upon expiration of an initial term of maintenance as described in
            paragraph lOa of this Section, PSC's maintenance coverage for a
            twelve (12) month renewal term shall be subject to the appropriate
            percentage, from the table in section 9 above, of the yearly
            maintenance charge to ISV's customer. The maintenance fee for
            renewal maintenance for ISV customers who have allowed their
            maintenance to lapse beyond a sixty (60) day grace period shall be
            subject to a reinstatement charge of 2X the maintenance royalty
            rates listed above.

11)   UPDATES/UPGRADES OF THE APPLICATION MODULES. For each Selected PSC Product
      license purchased for an ISV customer pursuant to Section 9, PSC shall be
      entitled to payment from ISV when additional application and/or
      maintenance revenue is generated from such ISV customer in connection
      with:

            i)    The sale or license of additional Application Modules (with
                  or without Selected PSC Products)

            ii)   Any applicable upgrade or update to the Application Modules
                  and/or the Selected PSC Products

            iii)  Any increase in the licensed user count.

      PSC's portion of such revenue shall be based upon the then-current product
      royalty and maintenance royalty formulas in effect at the time of the
      applicable update, upgrade or license of additional Application Modules.
      ISV shall include information about any such PSC Product and/or
      Maintenance Royalties in accordance with the reporting requirements of
      Section 16 herein.

12)   SCOPE OF ROYALTIES: ISV agrees to pay PSC the royalties due hereunder for
      all software licensed directly or through entities with whom ISV has now
      (or in the future) entered into resale or other distribution arrangements,
      including ASP (rental / subscription) or other licensing models that may
      come into use. The parties agree that, at present, ISV has not yet entered
      into an ASP Agreement with PSC that would allow ISV to license it's
      products in an ASP environment. The parties agree to negotiate in good
      faith the terms and conditions that will govern the parties ASP
      relationship. Such agreement will be executed as an addendum to the
      Agreement and this Amendment.

13)   SPECIAL PRICING PROVISIONS: The special pricing provisions set forth in
      this Amendment apply only to the Selected PSC Products distributed solely
      in conjunction with ISV's Application Modules for installation worldwide
      in accordance with the terms and conditions of this Amendment and the
      Agreement. In the event a new ISV customer or existing ISV customer
      desires to purchase a new PSC product license or upgrade an existing PSC
      product license for a PSC product not included in the definition of
      Selected PSC Products listed above, the PSC license and maintenance fees
      for such new PSC product license or upgrade shall be subject to PSC's
      then-current price list, terms, and conditions.

14)   BUNDLING OF PSC PRODUCTS WITH ISV APPLICATION MODULES: ISV agrees to
      bundle Selected PSC Products with the Application Modules when submitting
      proposals and invoices to ISV's customers. ISV agrees that it will not
      list separately the price for any of the Progress products listed in
      Exhibit A (Selected PSC Products). The special pricing terms and
      conditions set forth in this Amendment shall not apply if ISV discounts
      the bundled


<PAGE>

      application software, together with the Selected PSC Products, at a
      percentage higher than the discount applied to any other software
      components of the total sale to its customer. In particular, ISV has
      informed PSC that if ISV discounts the Bundled Product by more than forty
      percent (40%), ISV will nevertheless remit to PSC a royalty based on a
      maximum discount of forty percent (40%). This provision shall exclude
      sales of the Bundled Products through ISV Distributors.

15)   LICENSE ASSIGNMENTS TO SUPPORT MERGER AND ACQUISITION ACTIVITY BY END
      USERS OF ISV: PSC does not allow the assignment of licenses to a new
      entity. However, PSC will allow a new license bundle to be provided under
      POA, to the new company, as long as ISV remits to PSC a POA royalty that
      is based on the revenue received by ISV for such re-licensing of the
      Bundled Product; in no case will the royalty be calculated on less than
      forty percent (40%) of the published list price for the Bundled Products
      that are being acquired by the new company. This special pricing provision
      is only allowed to facilitate the merger and acquisition activities of end
      user companies, and for no other reason. Any sales of new Bundled
      Products, made under this paragraph, that are reported to PSC more than
      forty-five (45) days after such sale has occurred, will have the PSC
      royalty calculated from the full published list price of ISV's Bundled
      Products that were acquired by the new company, regardless of whether or
      not the customer paid ISV a fee.

16)   LICENSE TRANSFERS: PSC will allow the PSC bundled licenses, acquired under
      POA, to be transferred within the same legal entity, as long as ISV remits
      to PSC a POA royalty that is based on the revenue received by ISV for
      such transfer.

17)   PLATFORM CHANGES: PSC will allow the PSC bundled licenses, acquired under
      POA, to be transferred to a different hardware or software platform, as
      long as ISV remits to PSC a POA royalty that is based on the revenue
      received by ISV for such platform change; in no case will the royalty be
      calculated on less than twenty percent (20%) of the published list price
      for the Bundled Products that are being transferred to the new platform.
      Any platform changes that are reported and paid to PSC more than
      forty-five (45) days after such platform change has occurred will have the
      PSC royalty calculated from the full published list price of ISV's Bundled
      Products that were transferred to the new platform, regardless of whether
      or not the customer paid ISV a fee. Bundled Products must be current on
      maintenance to be moved to a new platform. Platform change fees required
      hereunder shall only be payable to PSC for new licenses issued from the
      Effective Date forward, and shall not be required for licenses previously
      granted by ISV, where ISV has not, and will not, collected any platform
      change fees from such customers.

18)   SUPPORT: ISV and ISV appointed distributors shall obtain support and
      maintenance for the Products from the applicable local Progress Software
      entity, its subsidiary or its authorized distributor company, or in
      territories where there is no such subsidiary or authorized distributor
      presence, support and maintenance shall be obtained directly from PSC. ISV
      and or its Business partners or distributors shall provide first line
      support for all of ISV's customers.

19)   ORDERING AND REPORTING PROCEDURES:

      a)  FOR NEW CUSTOMER ORDERS, INCLUDING UPGRADES AND UPDATES: ISV shall
          provide a report on a weekly basis of all shipments to customers.
          During the last five (5) business days of each month, ISV shall
          provide this report on a daily basis. Such report (as well as all
          purchase orders provided hereunder) shall contain at least the
          following information: Customer name, Location, ISV's Net License Fee,
          Product Royalty owed to PSC, ISV's Net Maintenance Fee, Maintenance
          Royalty owed to PSC and number of users licensed to use ISV's
          application.

      b)  FOR RENEWAL MAINTENANCE ORDERS: ISV shall provide PSC with a report on
          a weekly basis for each ISV customer who has elected to purchase a
          renewal maintenance term. Such report shall contain at least the
          following for each customer: customer name, location, serial number,
          ISV's net maintenance fee charged to
<PAGE>

          the ISV customer for the renewal maintenance term, and PSC's
          Maintenance Royalty for the renewal maintenance term (in accordance
          with Section 9 and section 10).

      c)  ORDER FORM TEMPLATE: For all purchase orders submitted by ISV to PSC,
          ISV shall use the purchase order form template attached hereto as
          Exhibit F.

      d)  DISPUTED ORDERS, ADMINISTRATIVE CORRECTIONS: ISV's requests for
          administrative corrections to orders place with PSC under this
          Amendment will be made in writing by ISV within sixty (60) days of the
          original order date.

      e)  ORDER PROCESSING AND INVOICING: The parties intend that all of ISV's
          worldwide software ordering and invoicing hereunder shall be pursuant
          to the terms of this Agreement and shall take place from each parties
          respective U.S. based headquarters. Notwithstanding the foregoing,
          orders may be processed and invoiced in the local country as local
          sales and customer service conditions require. ISV shall still provide
          a detailed report to PSC of all worldwide sales per the requirements
          of this Section 19, regardless of how and where the transaction
          originated.

20)   PAYMENTS. All payments, and reports will be made in US dollars and sent to
      PSC, 14 Oak Park Bedford, MA 01730. For product, new maintenance and
      upgrades/updates ordered under section 19a and 19b, ISV shall make payment
      to PSC within thirty (30) days of ISV's order date. Interest shall accrue
      on any delinquent amounts owed by ISV to PSC at the lesser of eighteen
      percent (18%) per annum or the maximum rate permitted by applicable usury
      law.

21)   LICENSE TRANSFERS TO THE POA BUNDLE: Progress licenses purchased
      originally through ISV, and or one of ISV's distributors can be
      transferred to the POA bundle for $225 per user paid to Progress.

22)   MASTER MEDIA FOR EVALUATION SOFTWARE:

      a)    Upon ISV's request, PSC shall provide ISV with a master copy of
            generally available evaluation versions of the Selected PSC
            products on all available operating platforms, and shall grant ISV
            a license to copy and distribute such evaluation versions of the
            Selected PSC products to ISV customers in combination with an
            evaluation version of the Covered Applications subject to the
            following terms and conditions:

      b)    ISV must display an evaluation agreement in a prominent location in
            the packaging and/or the installation routines, said evaluation
            agreement including terms and conditions substantially similar to
            those set forth in PSC's standard form of evaluation license
            agreement attached hereto as Exhibit E. Such evaluation agreement
            between ISV and ISV's customer shall, at a minimum, contain the
            following terms and conditions:

            i)    Warranty and liability limitations, confidentiality
                  obligations and limitations on copying, modifying, reverse
                  engineering, or altering the evaluation software, which are
                  no less restrictive than those set forth in PSC standard
                  evaluation agreement attached hereto;

            ii)   An express provision notifying ISV's customer that the
                  evaluation software may contain a disabling function
                  triggered automatically upon expiration of the evaluation
                  license period;

            iii)  A provision specifying that the evaluation software should
                  not be used in connection with ISV customer's regular data
                  processing activities; and

            iv)   A provision stating that title to software products of ISV's
                  supplier, including patents, copyrights and property rights
                  applicable thereto, shall at all times remain solely and
                  exclusively with such supplier;


<PAGE>

      c)    ISV shall maintain sole control over all copies of the master media
            and shall not release any such copies to any other party, including,
            but not limited to, ISV's authorized distributors and replication
            companies;

      d)    ISV shall indemnify, defend and hold PSC, and its officers,
            directors, employees and agents harmless from and against any costs,
            damages, and expenses, including but not limited to reasonable
            attorney's fees, resulting from any demand, claim, or cause of
            action against PSC arising out of ISV's distribution of the
            evaluation version of the Selected PSC Products to ISV customers;
            and

      e)    Following the termination of this Amendment, ISV shall immediately
            return to PSC all master copies of the evaluation software for the
            Selected PSC Products.

23)   RESTRICTED COUNTRIES: ISV agrees that it will not distribute or sell
      Progress products in restricted international countries as defined by the
      United States Federal government, including the United States Department
      of Commerce and Office of Munitions Control, United States Department of
      Treasury.

24)   FORECASTING: ISV shall provide a monthly ninety (90) day (3 month) rolling
      forecast to PSC detailing prospective ISV direct sales and distribution
      sales information.

25)   TERM: Notwithstanding anything to the contrary set forth in Section 10.1
      of the Agreement, the initial term of the Agreement and this Amendment
      shall commence on the Effective Date of this Amendment (with full
      implementation to occur or before April 1, 2002) and shall continue for
      twenty four (24) months from such Effective Date or until 01/31/2004,
      whichever is later. Thereafter, the provisions of this Amendment shall
      continue in force subject to termination:

      a)    automatically upon termination of the Agreement pursuant to Article
            10 of the Agreement

      b)    thirty (30) days after written notice of termination by PSC. In the
            event PSC terminates this Amendment in accordance with this
            subsection, ISV's distribution of all PSC products, including the
            Selected PSC Products described herein shall be subject to the
            standard terms and conditions of the Agreement (prior to this
            Amendment) and PSC's then-current pricing policies.

26)   Nothing in this Amendment shall alter or modify PSC's rights, pursuant to
      Section 10.2 of the Agreement, to terminate the Agreement and this
      Amendment at any time if ISV fails to cure a material breach of its
      obligations within thirty (30) days of receipt of written notice from PSC.

27)   COMPLIANCE REVIEW: Consistent with Section 4.3 of the Agreement, PSC will
      review compliance with the terms and conditions of the Agreement and this
      Amendment. PSC intends to conduct such a review two times per year. PSC's
      failure to perform the compliance review will not prevent PSC from
      performing future compliance reviews.

28)   ASSIGNMENT OF AGREEMENT: Notwithstanding anything to the contrary set
      forth in Section 11.1 of the Agreement, the special pricing and
      distribution terms and conditions set forth in this Amendment may not be
      assigned by ISV.

29)   MASTER MEDIA: Upon execution of this Amendment, PSC shall provide ISV with
      master media, including a set of master control codes, for each of ISV's
      deployment operating system platforms listed in the attached Exhibit B.
      Upon request thereafter, PSC shall provide one master media set for each
      additional ISV operating system platform, provided that the Selected PSC
      Products are generally available on such operating system platform, or
      updates to Selected PSC Products generally available on the existing
      operating system platform, subject to PSC's then-current media handling
      charges, if any. ISV shall have the right to reproduce and distribute
      copies for deployment to its customers in accordance with the terms and
      conditions of the Agreement and this
<PAGE>

      Amendment. ISV shall maintain sole control over all copies of the master
      media and shall not release any such copies to any other party, including
      its authorized distributors. PSC reserves the right to withhold shipment
      of new master media if ISV is not current in reporting and payment to PSC.

30)   SEVERABILITY: In the event any provision of the Agreement or this
      Amendment is held to be invalid or unenforceable, the remaining provisions
      will remain in full force and effect.

31)   NO WAIVER: PSC's failure to enforce, or insist that ISV comply with a term
      in this Agreement is not a waiver of PSC's rights. Acceptance of royalties
      or maintenance payments by PSC is not a waiver of PSC's rights. The rights
      and remedies of PSC are separate and in addition to each other.

32)   SCOPE: PSC and ISV agree that this is the complete agreement between the
      parties regarding the subject matter herein. Furthermore, PSC and ISV
      agree that any business entities doing business under the ownership or
      control of either party (including a division, subsidiary, etc.), shall
      also be bound by the terms and conditions of the Agreement and this
      Amendment. The parties agrees to furnish each of their respective
      subsidiaries or authorized distributor companies with a copy of the
      Agreement and this Amendment and shall use reasonable efforts to request
      that each such subsidiary or authorized distributor adhere to the terms
      herein and keep such terms confidential.

33)   CONTRACTS AND AMENDMENTS: Additional agreements or amendments between the
      parties will be written as amendments to this Amendment. If subsequent to
      the signing of this Amendment, ISV enters into agreements that are in
      conflict with the terms of this Amendment and such conflict is not cured
      by ISV within thirty (30) days notice from PSC of the conflict, PSC may,
      at its option, terminate this Amendment, including the special pricing
      offered herein. If PSC chooses to terminate this Amendment, ISV will be
      granted the right to procure PSC products under ISV's original AP
      agreement dated February 8, 1995. ISV discount on PSC product shall then
      be forty percent (40%) off of PSC's then-current list prices, and the ISV
      discount on maintenance shall be twenty five percent (25%) off of PSC's
      then-current list prices.

Except as modified herein, all provisions of the Agreement are hereby confirmed
and in all respects this Amendment (including Exhibits A through F hereto) and
the Agreement shall be read and construed together as if the provisions of this
Amendment had been part of the Agreement. The Agreement, concerning the subject
matter hereof as modified by this Amendment, completely supersedes any earlier
agreements between the parties. No other modifications or additions are made to
the Agreement. Except as may be modified or amended by this Amendment, the terms
and conditions of the Agreement shall remain in effect until termination of the
Agreement. In the event of conflict between the terms and conditions of the
Agreement and this Amendment, the terms and conditions of this Amendment shall
govern.


IN WITNESS WHEREOF, this Amendment has been executed under seal for and on
behalf of each of the parties hereto by their duly authorized representative.

ISV: FRONTSTEP SOLUTIONS GROUP, INC.      PROGRESS SOFTWARE CORPORATION


By:  /s/ Daryll Wartluft                  By:  /s/ Justin P. Wright
    --------------------------------         ---------------------------------

Name:  Daryll Wartluft                    Name: Justin P. Wright
      ------------------------------           -------------------------------


Title: Exec. VP, Products Group           Title: VP, North American Operations
      ------------------------------            ------------------------------

                       "This document has been reviewed &
                         approved by the PSC Legal Dept.
                               DLK Initials"
<PAGE>


                                    EXHIBIT A

                             SELECTED PSC PRODUCTS:



Versions 8.3b and above of:

 Progress Products:           Enterprise Database Server

                              Client Networking

                              Query Results

                              AppServer

                              WebSpeed Transaction Server

                              1 User 4GL Development System

                              1 User Provision (Available platforms only)

                              SQL Client Access (Available versions only)


<PAGE>





                                    EXHIBIT B


                  ISV CURRENT APPLICATION MODULES AND PRICING:



Application Modules:





Application Prices:










<PAGE>
                                    EXHIBIT C

     PSC's END USER PRODUCT LICENSE ("SHRINKWRAP") AGREEMENT -- Version 9.1C

      End User Product License Agreement ("Agreement")

      CAUTION: BY INSTALLING THE SOFTWARE OR ENTERING THE CONTROL CODES YOU
      ACKNOWLEDGE YOUR UNDERSTANDING AND ACCEPTANCE OF THE FOLLOWING TERMS AND
      CONDITIONS. PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE
      INSTALLING THE SOFTWARE OR ENTERING THE CONTROL CODES. IF YOU DO NOT AGREE
      WITH THEM, PROMPTLY RETURN THE SOFTWARE, DOCUMENTATION, AND ALL COPIES
      THEREOF TO PROGRESS SOFTWARE CORPORATION OR THE SUPPLIER FROM WHICH IT WAS
      ACQUIRED FOR A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR SAID
      SOFTWARE.

      Subject to the following terms and conditions, Progress Software
      Corporation ("PSC") grants to you ("User") a non-exclusive license to
      use the enclosed software product(s) for which User has purchased a valid
      license and has received the requisite control codes (each such software
      product referred to individually herein as "Product" or collectively as
      "Products") and related manuals in written or electronic form
      ("Documentation"). The media on which the Products are recorded may also
      contain other software products for which User has not purchased a
      license. User shall have no right to use those other software products.

1.    Scope of License

      1.1 This license allows User to install and use the Products solely for
      internal use subject to the terms and conditions of this Agreement and the
      licensing use restrictions set forth in the attached Exhibit A, and as set
      forth in the applicable license addendum, accepted purchase order (subject
      to Section 9 below), or other PSC documentation. If a Product licensed to
      User hereunder is a development product, then the following additional
      restrictions apply: (a) User's license to use the Product shall be limited
      to use for internal application development and support purposes only, and
      (b) if the Product includes database or server components, such components
      are limited to use by the User for development and support purposes only.

      1.2 Neither the Products nor the Documentation may be transferred, sold,
      assigned, or otherwise conveyed by User to another party. User may not
      sell, rent, license, or grant sublicenses, leases, or other rights in the
      Products or Documentation to others. This Agreement automatically
      terminates if User transfers possession of any copy of the Products,
      Product Updates or Documentation to another party. User shall have no
      right to use the Products to provide time sharing services or act as or
      operate a service bureau or provide subscription or hosting services for
      others.

      1.3 For the purposes of this Agreement a "Product Update" shall mean any
      update, patch, new release and/or new version of a licensed Product
      delivered to User subject to and in accordance with PSC's then-current
      maintenance and support policies, fee requirements, and license terms and
      conditions in effect at the time such update, patch, new release and/or
      new version is delivered to User. Nothing herein shall be construed as an
      obligation of PSC to deliver any Product Update to User under this
      Agreement. A Product Update replaces part or all of a Product or Product
      Update previously licensed. Use of a Product Update terminates the license
      to use the Product or that part of the Product which the Product Update
      replaces and User shall destroy or return to PSC all copies of any prior
      Product or Product Update. In the event User obtains a Product Update,
      then, subject to the provisions above, User's continued use of the Product
      and/or the Product Update will be subject to the terms and conditions of
      the license agreement accompanying the Product Update.

      1.4 For Products that contain Java(TM) Technology, the following
      provisions apply:
      Java Platform Interface

      In the event that User creates any Java-related API and distributes such
      API to others for applet or application development, User must promptly
      publish an accurate specification for such API for free use by all
      developers of Java-based software. User may not modify the Java Platform
      Interface ("JPI", identified as classes contained within the "java" or
      "sun" package), by creating additional classes within the JPI or otherwise
      causing the addition to or modification of the classes in the JPI. Java
      software technology is not designed or intended for use in on-line control
      of aircraft, air traffic, aircraft navigation or aircraft communications;
      or in the design, construction, operation or maintenance of any nuclear
      facility. User will not use or, if applicable, redistribute the Java
      software technology for such purposes. PSC AND ITS LICENSORS EXPRESSLY
      DISCLAIM ANY LIABILITIES, REPRESENTATIONS OR WARRANTIES (EITHER EXPRESS OR
      IMPLIED) FOR SUCH USE.

      For Products that contain technology of RSA Security, Inc., the following
      provisions apply:

      User agrees not to remove, alter or destroy any proprietary, trademark or
      copyright notices placed upon or contained within the RSA software, user
      manuals or any related materials or documentation. User acquires no rights
      of any kind in or to any RSA trademark, trade name, logo or product
      designation under which the RSA software was or is marketed and shall not
      make any use of the same for any reason.

      1.5 If one or more of the Products contain any files including a notice
      stating that the contents of such files are subject to the terms and
      conditions of the POSSENET Public License, such files, to the extent that
      they are supplied as part of the Products, will be subject to the terms
<PAGE>
      and conditions of this Agreement which will supercede the POSSENET Public
      License. The above-referenced files are also available, apart from the
      Products, on the POSSENET.org web site at http://www.possenet.org. If User
      obtains the above-referenced files other than as part of the Products,
      then User's use of such files will be subject to the terms and conditions
      of the POSSENET Public License, a copy of which can be obtained at
      hpp://www.possenet.org/license.html.

 2.   Progress Software's Rights

      The Products and Documentation are proprietary products of PSC, or its
      licensors, and are protected by copyright law. By virtue of this
      Agreement, User acquires only the non-exclusive right to use the Products
      and does not acquire any rights of ownership in the Products or the media
      upon which they are embodied. PSC, or its licensors, shall at all times
      retain all right, title, and interest in the Products and the media.

 3.   Non-Disclosure; Copies; Alterations

      User acknowledges that the Products are the valuable proprietary and trade
      secret information of PSC or its licensors. User shall (i) limit use and
      disclosure of the Products to its employees and to its consultants who
      agree to be bound by the terms of this Agreement; (ii) not provide or
      disclose any of the Products to another party; and (iii) take all
      reasonable precautions to maintain the confidentiality of the Products.
      User agrees not to cause or permit the reverse engineering, disassembly,
      copying, or decompilation of the Products, except to reproduce
      machine-readable object code portions for backup purposes and installation
      of new releases, under penalty of license termination but not exclusive of
      any other remedies. If the Products are licensed to User for use in a
      country which is a member of the European Community, User may reverse
      engineer and/or decompile the Products to the extent that sufficient
      information is not available for the purpose of creating an interoperable
      software program (but only for such purposes and to the extent that
      sufficient information is not provided by PSC upon written request).
      Furthermore, User is not restricted in a country which is a member of the
      European Community from observing, studying or testing the functioning of
      the Products solely in order to understand the ideas and principles which
      underly any element of the Products. User may copy the Products for
      installation, backup, or other purposes as described in the Documentation.
      User may not copy nor allow others to copy the Products or any Product
      Update for any other purpose. User agrees not to remove any product
      identification, copyright notices, or other notices or proprietary
      restrictions from the Products. User agrees not to disclose any benchmark
      results relating to its use of the Products without the prior written
      consent of PSC.

 4.   Limited Warranty

      PSC warrants that the materials of both the Product media and
      Documentation are not defective and that the software is properly recorded
      on the media. If either the media (such as the diskettes, cartridges,
      CD-ROMs, and magnetic tapes) or the Documentation is physically defective,
      PSC will replace it free of charge during the ninety (90) day warranty
      period. User's remedy is limited to return of the media and/or
      Documentation to the supplier or to PSC for replacement. This Limited
      Warranty is in effect for claims made within ninety (90) days from User's
      purchase of a Product. PSC warrants that it has the right to license the
      Products. PSC will defend User against any claim based on an allegation
      that a Product infringes a U.S. patent or copyright, but only if PSC is
      notified promptly in writing of such claim and is given sole control of
      the defense thereof and all related settlement negotiations relating
      thereto. Notwithstanding the foregoing, PSC shall not be liable to User
      for any claim arising from or based upon the alteration or modification of
      any of the Products. THE LIMITED WARRANTY SPECIFIED IN THIS SECTION 4 SETS
      FORTH THE ENTIRE WARRANTIES AND REPRESENTATIONS PROVIDED BY PSC TO USER
      WITH RESPECT TO THE PRODUCTS. SUCH LIMITED WARRANTY IS PROVIDED SOLELY BY
      PSC AND NOT PSC'S LICENSORS. EXCEPT FOR THE LIMITED WARRANTY PROVIDED
      SOLELY BY PSC TO USER PURSUANT TO THIS SECTION 4, NEITHER PSC NOR ITS
      LICENSORS, NOR ANY OF THEIR RESPECTIVE SUPPLIERS, MAKE ANY EXPRESS
      WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCTS OR ANY SERVICES
      RELATED THERETO, AND FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY
      APPLICABLE LAW, DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS
      INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,
      WITH RESPECT TO THE PRODUCTS AND ANY SERVICES RELATED THERETO. For
      example, PSC does not warrant that there are no discrepancies between the
      Products and the Documentation, nor that errors cannot arise during the
      use of the Products. Without limiting the foregoing warranty disclaimers,
      User acknowledges that if the Product or Products licensed to User
      hereunder contain IBM's XML Parser for C++, then such IBM technology is
      licensed to User "AS IS" without warranty of any kind, whether express or
      implied. Neither PSC nor IBM assume any liability for any claim that may
      arise regarding the use of such IBM technology. THE LIMITED WARRANTY
      SPECIFIED IN THIS SECTION 4 GIVES THE USER SPECIFIC LEGAL RIGHTS, AND MAY
      ALSO IMPLY OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT
      ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, AND DO NOT ALLOW
      A LIMITATION ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE
      LIMITATIONS MAY NOT APPLY. No PSC employee, supplier, or agent is
      authorized to make any modification or addition to this warranty.


<PAGE>

 5.   Limitation of Liability

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF PSC,
      IF ANY, FOR DAMAGES RELATING TO ANY PRODUCT AND/OR SERVICE SHALL BE
      LIMITED TO THE ACTUAL AMOUNTS PAID BY USER FOR SUCH PRODUCT AND/OR
      SERVICE. PSC'S LICENSORS AND THEIR SUPPLIERS SHALL HAVE NO LIABILITY TO
      USER FOR ANY DAMAGES SUFFERED BY USER OR ANY THIRD PARTY AS A RESULT OF
      USING THE PRODUCTS OR DISTRIBUTING ANY PORTION THEREOF, OR AS A RESULT OF
      ANY SERVICES RELATING THERETO. NOTWITHSTANDING THE FOREGOING, IN NO EVENT
      SHALL PSC, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERS BE LIABLE
      FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR INDIRECT, PUNITIVE, SPECIAL,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT
      LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND
      REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY
      TO USE THE PRODUCTS, OR ANY PORTION THEREOF, OR ANY SERVICES, EVEN IF PSC,
      ITS LICENSORS AND/OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN INFORMED
      OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION
      OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT
      APPLY.

 6.   Export Administration

      User agrees to comply fully with all relevant regulations of the United
      States Department of Commerce and with the United States Export
      Administration Act to assure that the Products and Documentation are not
      exported or re-exported in violation of United States law. Further, User
      shall not directly or indirectly export or re-export any Product,
      Documentation, or the direct product thereof without first obtaining PSC's
      written approval.

      THE RSA SOFTWARE AND TECHNOLOGIES LICENSED UNDER THIS AGREEMENT ARE
      SUBJECT TO UNITED STATES EXPORT CONTROL LAWS AND REGULATIONS WHICH
      RESTRICT EXPORTS, REEXPORTS AND DISCLOSURES TO FOREIGN PERSONS OF
      CRYPTOGRAPHIC ITEMS AND ARE ALSO SUBJECT TO CERTAIN FOREIGN LAWS WHICH MAY
      RESTRICT THE EXPORT, REEXPORT, IMPORT AND/OR USE OF SUCH ITEMS.
      PERFORMANCE OF THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY EXPORT
      LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS IMPOSED BY THE UNITED
      STATES OF AMERICA, OR BY ANY OTHER COUNTRY OR GOVERNMENTAL ENTITY ON THE
      RSA SOFTWARE, PRE-RELEASE SOFTWARE OR OF INFORMATION RELATING TO EITHER.
      NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY,
      LICENSEE SHALL NOT IMPORT, EXPORT, OR REEXPORT, DIRECTLY OR INDIRECTLY,
      ANY RSA SOFTWARE OR PRE-RELEASE SOFTWARE OR INFORMATION PERTAINING THERETO
      TO ANY COUNTRY OR FOREIGN PERSON TO WHICH SUCH IMPORT, EXPORT, OR REEXPORT
      IS RESTRICTED OR PROHIBITED, OR AS TO WHICH SUCH COUNTRY, GOVERNMENT OR
      ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL
      APPROVAL AT THE TIME OF IMPORT, EXPORT, OR REEXPORT WITHOUT FIRST
      OBTAINING SUCH LICENSE OR APPROVAL. LICENSEE UNCONDITIONALLY ACCEPTS FULL
      RESPONSIBILITY FOR LICENSEE'S COMPLIANCE WITH THESE REQUIREMENTS.

 7.   U.S. Government Restricted Rights

      The Products are provided with RESTRICTED RIGHTS. Use, duplication or
      disclosure by the U.S. Government is subject to restrictions as set forth
      in this Agreement and as provided in DFARS 227.7202-1 (a) and 227.7202-3
      (a) (1995), DFARS 252.227-7013 (c) (1) (ii) (Oct 1988), FAR 12.212 (a)
      (1995), FAR 52.227-19 (June 1987), or FAR 52.227-14 (ALT III) (June 1987),
      as applicable. Contractor/manufacturer is Progress Software Corporation,
      14 Oak Park, Bedford, MA 01730. Unpublished--all rights reserved under the
      copyright laws of the United States.

 8.   Records Inspection

      User shall maintain books and records in connection with User's actions
      under this Agreement. Such records shall include at a minimum the number
      of licenses purchased and being used by User. PSC may, at its expense,
      audit the records of User to ensure compliance with the terms of this
      Agreement. Any such audit shall be conducted during regular business hours
      at User's offices and shall not interfere unreasonably with User's
      activities. If any audit reveals that User has underpaid license and/or
      maintenance fees to PSC, User shall be invoiced for such underpaid fees
      based on PSC's list price in effect at the time the audit is conducted. If
      the underpaid fees are in excess of five percent (5%) of the license fees
      paid by User, then User shall pay PSC's reasonable costs of conducting the
      audit.

 9.   Miscellaneous

      THIS AGREEMENT IS THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
      TO THE PRODUCTS AND SUPERCEDES ANY OTHER COMMUNICATION OR ADVERTISING WITH
      RESPECT TO THE PRODUCTS. If User has signed a license agreement with PSC
      or one of PSC's subsidiary corporations, and if there is a conflict
      between the terms and conditions of the signed license agreement and this
      Agreement, the terms and conditions of such signed license agreement shall
      govern with respect to such conflict. To the extent there are any terms
      and conditions contained in User's purchase order or other documentation
      supplied by User ("User Documents") that are in conflict with or

<PAGE>

      in addition to those terms and conditions specified in this Agreement, the
      terms and conditions contained in the User Documents shall be deemed to be
      stricken and the terms and conditions of this Agreement shall govern.
      Except as otherwise expressly set forth herein, this Agreement is governed
      by the laws of the Commonwealth of Massachusetts, excluding conflict of
      laws provisions.

10.   Special Canadian Provisions

      FOR USERS LOCATED IN CANADA, UNLESS EXPRESSLY STATED OTHERWISE, THE
      FOLLOWING SPECIAL TERMS AND CONDITIONS SHALL APPLY IN LIEU OF ANY
      CORRESPONDING PROVISION IN THE END USER PRODUCT LICENSE AGREEMENT. ALL
      OTHER PROVISIONS OF THE END USER PRODUCT LICENSE AGREEMENT SHALL APPLY IN
      ALL RESPECTS. PSC will defend User against any claim based on an
      allegation that a Product infringes a Canadian patent or copyright, but
      only if PSC is notified promptly in writing of such claim and is given
      sole control of the defense thereof and all related settlement
      negotiations relating thereto. However, except as specifically stated
      above, PSC MAKES NO WARRANTY, CONDITION, OR REPRESENTATION, EITHER
      EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS
      PRODUCT AND DOCUMENTATION. User agrees to comply fully with all relevant
      laws and regulations of Canada and with the Governor in Council to assure
      that the Product and Documentation are not exported or re-exported in
      violation of Canadian law. The terms and conditions specified in the
      immediately preceding sentence are in addition to, and do not supercede,
      User's obligations to comply with the United States Export Control laws
      and regulations pursuant to Section 6 above. The parties have required
      that this Agreement and all documents relating thereto be drawn up in
      English. Les parties ont demand e que cette convention ainsi que tous les
      documents qui s'y rattachent soient rediges en anglais. This Agreement
      shall be governed by the laws of the Province of Ontario and the laws of
      Canada therein.

EXHIBIT A TO PSC END USER PRODUCT LICENSE AGREEMENT

Depending on each of the Products licensed, your license grant is subject to the
following descriptions and use restrictions:

LICENSE TYPES

PSC products identified by PSC as being licensed under the "Client" license type
are licensed to the combination of a specific network, vendor operating system,
and site. A site is defined as a single building or campus of buildings. These
PSC products need to be re-licensed (subject to PSC's consent) if there is a
change to any of these elements of the license. These PSC products are licensed
on a per-concurrent user basis (as described in further detail below). In
wide-area network configurations, individual licenses must be purchased for each
site.

PSC products identified by PSC as being licensed under the "Server" license type
are licensed to the combination of a specific machine, vendor operating system,
and site (as defined in the immediately preceding paragraph). These PSC products
need to be re-licensed (subject to PSC's consent) if there is a change to any of
these elements of the license. Unless otherwise expressly agreed to in writing
by PSC, PSC licenses the Server type PSC products under one of the following
licensing models: (1) per-concurrent user accessing the server, (2) per agent (a
process executing in the server) or (3) flat fee per machine. If multiple
machines are running a PSC product, each must be licensed separately.

CONCURRENT USER LICENSES

PSC products of the "Client" license type, including, without limitation,
Progress(R) Client Networking, Progress(R) Personal RDBMS, and Progress(R)
Results, are licensed on a per-concurrent user basis. The licensed concurrent
user count for each such "Client" type PSC product must be at least equal to the
total number of machines or display devices that may be running the PSC product
or application simultaneously. A PSC product of the "Client" license type may
run on any number of machines or display devices on the network as long as the
total number of concurrent users does not exceed the number licensed.

Certain PSC products of the "Server" type, including, without limitation,
Progress(R) Workgroup RDBMS, Progress(R) Enterprise RDBMS, Progress(R)
DataServer, and Progress(R) AppServer(TM) products, are licensed on a
per-concurrent user basis. The licensed user count for each such Server type PSC
product must be at least equal to the total number of display devices that may
be accessing the server simultaneously. A "display device" is any machine or
device being actively used by a person or process, which could at any time
access or use the Server type PSC product. It does not matter when or for how
long the display device is actually connected to, or accessing the Server type
PSC product, only that it has the potential to do so at any time, depending on
actions or instructions from a user or process that is actively using the
display device. All display devices must be licensed as users regardless of how
they are accessing the Server type PSC product, including, without limitation,
directly via a host/terminal connection, via a client-server connection, via a
Progress(R) AppServer product, or via any other server or client proxy system.
This includes, for example (and without limitation), J2EE servers that can
multiplex a single database connection to support multiple users. It also
includes, but again is not limited to, intermediate data structures, such as
(but not limited to) OLAP cubes
<PAGE>




or CorVu Dynamarts, that are accessed by multiple users but may retrieve data
via only one database connection. All display devices that can access the
database server directly or indirectly must be counted as users. In general, the
user count will equal the actual number of people or devices actively using the
Server type PSC product. However, in cases where background jobs exceed the
number of active users, the licensed user count is the number of background
jobs. Each Server type PSC product licensed on a per-concurrent user basis must
be licensed for the peak number of concurrent users required.

AGENT-BASED LICENSES

Progress(R) WebSpeed(R) Transaction Server is a "Server" type PSC product
licensed on a per agent basis where an agent is a process executing in the
server. Such PSC product is licensed according to the total number of agents
available to the licensed machine, not by the number of users accessing the
agents. The licensed agent count must be equal to or exceed the total number of
concurrent WebSpeed(R) Transaction Server agents running on the licensed
machine. A dedicated Progress(R) RDBMS or Progress(R) DataServer user must be
licensed for each licensed WebSpeed(R) Transaction Server agent. As further
clarification, the licensed Progress RDBMS or Progress DataServer user count
must be equal to or greater than the sum of the total number of licensed
Progress(R) WebSpeed(R) Transaction Server agents, plus the total number of
simultaneous display devices that are not connected via WebSpeed, but also are
accessing the Progress RDBMS or DataServer.

MACHINE-BASED LICENSES

Certain PSC product(s) of the "Server" type, including, without limitation,
Progress(R) Name Server Load Balancer, are licensed to a specific machine for a
flat fee, regardless of number of users or CPUs in the licensed machine. A
license must be purchased for each machine running such Server type PSC product.

Product Specific Licensing Requirements

Progress Database Servers

Progress Workgroup RDBMS and Enterprise RDBMS are "Server" type PSC products
licensed on a concurrent-user basis. A user does not have to be connected to the
database to be a concurrent user. If products are used that could reduce the
number of direct database connections needed to less than the actual number of
concurrent users being served (examples of such products include, without
limitation, AppServer or Citrix), the "Server" type PSC product licenses must
still be licensed based on the number of concurrent display devices in use. For
illustration purposes, and without limiting the foregoing provisions, assuming
the User has a 10 user Client/Server configuration on a system running Citrix,
then the User must obtain a 10 concurrent-user license for Progress Client
Networking and a 10 concurrent user license for Progress RDBMS, even if Citrix
uses a local connection to the database through shared memory. The provisions
above also apply with regard to all Progress or third party application servers
and intermediate data stores (such as OLAP cubes) that reduce the number of
database connections need to access multiple users. All display devices that
access data from the database, directly or indirectly, must be licensed as a
user.

Progress AppServers

Progress AppServer is a "Server" type PSC product licensed on a concurrent-user
basis. The licensed user count for such Server type PSC product must be at least
equal to the total number of display devices (and background jobs) that can
connect to the licensed Progress AppServer simultaneously. In distributed
processing environments where Progress AppServers are licensed to run on
multiple machines (each machine requires a separate Progress AppServer license),
each display device counts as one user for each Progress AppServer connected to
that display device.

Concurrent-user based licensing applies for stateless AppServers as well. For
illustration purposes, and without limiting the foregoing, assume an application
uses 10 stateless AppServers to service 50 clients, a 50 user AppServer license
is required.

All types of client display devices that can connect to the Progress AppServer
must be licensed as Progress AppServer users. For illustration purposes, and
without limiting the foregoing, all display devices in use that can connect to a
Progress AppServer via a Java or ActiveX client or application are considered
users and must be counted when determining the correct Progress AppServer user
license. All Progress WebClient users must be similarly licensed as Progress
AppServer users. The Progress WebClient product is licensed under a separate
license agreement.

Progress AppServer Plus

Progress AppServer Plus products are "Server" type PSC products licensed on a
concurrent-user basis. The Progress AppServer Plus products consist of a bundled
license of Progress AppServer and Progress Client Networking. The licensed user
count must be calculated in accordance with the immediately preceding section
titled "Progress AppServers". User is not required to purchase a separate Client
Networking license when purchasing a license to use a Progress AppServer Plus
product because


<PAGE>




Client Networking is part of the bundle. The Progress AppServer Plus products
are subject to certain minimum user count purchase requirements.

<PAGE>
                                   EXHIBIT D



ISV Authorized Distributors:

<PAGE>
                                   Exhibit E



PROGRESS SOFTWARE EVALUATION LICENSE AGREEMENT


Company Name (User)________________________________________________________

Contact Name_______________________________________________________________

Address____________________________________________________________________

City, State, Zip Code______________________________________________________

Telephone No. ________________________________ Fax No._____________________

Date _________________________________________


Agreement made this date by and between User listed above and Progress Software
Corporation (PSC):
PSC grants you a non-transferable, non-exclusive license to use the following
PSC computer software and/or documentation, herein known as PRODUCT, Solely for
the purposes of evaluation and testing.



Core Product            ________________________________________________________

                        ________________________________________________________


Optional Product        ________________________________________________________

                        ________________________________________________________

Computer Model/         ________________________________________________________
Operating System
                        ________________________________________________________

Version                 ________________________________________________________

Media Type              ________________________________________________________

Expiration Date         ________________________________________________________

<PAGE>
PSC will provide User with such PRODUCT provided that all Representatives of
User agree to limit the use of PRODUCT as follows:

1. The license to use the PRODUCT shall be effective upon the User's receipt of
a copy of the PRODUCT and remain effective for a period of thirty (30) days
thereafter, or until such time as PSC withdraws the PRODUCT from the evaluation,
whichever occurs first.

2. User shall have the right to use the PRODUCT on User's computer system only
for the purposes of evaluation and testing the PRODUCT. The license granted
herein includes the right to copy the PRODUCT for the purposes of using the
PRODUCT on User's computer system and for archive purposes. No other right to
copy or reproduce the PRODUCT or the PRODUCT documentation is granted hereunder.

3. User shall, during the term of this Agreement, periodically provide to PSC
information describing the results of all evaluations and tests of the PRODUCT.
User agrees to treat the test results as confidential, will not divulge the
results to any third party and will not make any use of such information except
in connection with it's evaluation of the PRODUCT.

4. User shall have the right to use the PRODUCT at no charge during the term of
this Agreement.

5. If User fails to comply with any of it's obligations hereunder, PSC will have
the right to terminate the license and take immediate possession of the PRODUCT
and all copies.

6. The PRODUCT and all copies thereof are PSC proprietary property and title
thereto remains in PSC. All applicable right in copyrights, trademarks and trade
secrets in the PRODUCT are and will remain in PSC. User shall not sell,
transfer, publish, disclose, display or otherwise make available the PRODUCT or
copies thereof in any form to any third parties without the prior written
approval of PSC. User agrees to secure and protect the PRODUCT AND COPIES
THEREOF IN A MANNER CONSISTENT WITH THE MAINTENANCE OF PSC's right therein and
to take appropriate action by instruction or agreement with its employees and
other parties who have access to the PRODUCT or copies thereof to satisfy its
obligations hereunder.

7. PSC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF THE PRODUCT,
INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR
PURPOSE. User shall have the sole responsibility for adequate protection and
back-up of all data use in connection with the PRODUCT.

8. Promptly after any termination or expiration of this Agreement, User shall,
unless otherwise agreed in writing between PSC and User, deliver to PSC the
PRODUCT and destroy or render unusable all backup or other copies thereof. In
addition, an authorized employee of User shall certify in writing to PSC that
the PRODUCT has been destroyed or rendered unusable.

This agreement will be governed by, and construed and enforced in accordance
with, the substantive laws of the Commonwealth of Massachusetts.

User

By:_________________________________________________
           Duly Authorized
Title:______________________________________________

Date:_______________________________________________

Progress Software Corporation

By:_________________________________________________
           Duly Authorized
Title:______________________________________________

Date:_______________________________________________




                                                                        page 20

<PAGE>

                                                     EXHIBIT F
ISV to Progress Order Form Template

REPORT - PROGRESS ORDER
<TABLE>
<CAPTION>

CO#                           Date:              Type:
Installed :     Cust# (cust#) (name)(city)(state)(country)  Phone:
--------------------------------------------------------------------------------
 Ship To:                                                Company:
 Phone:                                                  Addressl:
 Fax:                                                    Address2:
 Email:                                                  Address3:
                                                         Address4:
 Ship Via:                               City, State, Zip Country:
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 DETAIL                                                           Send
 SEQ.  TYPE  QTY  ITEM  USERS  VERS  PLATFORM   MEDIA   SN#       MEDIA
 -------------------------------------------------------------------------------
<S>   <C>  <C>    <C>   <C>    <C>    <C>       <C>    <C>    <C>       <C>      <C>    <C>        <C>
 Dollars
                                                  PSC       PSC         PSC      PSC      POA       POA
                                       POA        Reinstate Reinstate
                                                  Product   Product     Maint    Maint    Product  Product
                                       Maint      Maint     Maint
SEQ.  TYPE  QTY  SKU                              LTSL      ROYALTY     LIST     ROYALTY   NET     ROYALTY    ROYALTY   LIST
                                                  ---------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>





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