<PAGE>

                                                                  EXHIBIT 10.14

                       INTERNATIONAL DISTRIBUTOR AGREEMENT

       THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (the "Agreement") is entered
into as of August 22, 1996 ("Effective Date") by and between Top Tier Israel
(1992) Ltd., a corporation duly organized and existing under the laws of Israel,
with its principal office located at 4 Hacharoshet Street, Ra'anana, Israel, and
TopTier Software, Inc. a corporation duly organized and existing under law of
Delaware, with its principal office located at 6203 San Ignacio Avenue, Suite
101, San Jose, California 95119 ("Distributor").

       IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:

1.     DEFINITIONS

       1.1    "SOFTWARE" shall mean the most current version of each of Top Tier
               --------
              Israel's software products listed in Exhibit A attached hereto in
              an object code copy or copies, together with a copy or copies of
              any user manual or other documentation.

       1.2    "DISTRIBUTOR CUSTOMER" shall mean any third party which acquires a
               --------------------
       license to (i)Use the Software for its own processing needs ("End-User")
       (ii)Resell the Software to End-Users ("Reseller") (iii) incorporate the
       Software within its own hardware or software systems for distribution or
       resale ("OEM/ISV").

       1.3    "TERRITORY" shall mean the United States and North America on an
               ---------
              exclusive basis and the Rest of World (ROW) on a non-exclusive
              basis.

       1.4    All references in this Agreement to the "sale" of or "selling"
       Software or Software Copies shall mean the granting of a LICENSE to use
                                                                -------
       such Software of Software Copies. All references in this Agreement to the
       "purchase" of Software or Software Copies shall mean the obtaining of a
       LICENSE to use such Software or Software Copy.
       -------

       2.     APPOINTMENT AND AUTHORITY OF DISTRIBUTOR
              ----------------------------------------
2.1    APPOINTMENT. Subject to the terms and conditions set forth herein, Top
       -----------
Tier Israel hereby appoints Distributor as the exclusive distributor of the
Software in the U.S. and North American Territory, and Distributor hereby
accepts such appointment. TopTier also appoints Distributor as a non-exclusive
distributor for the Rest of the World and Distributor hereby accepts such
appointment. Distributor shall have the rights (i) to obtain Software from Top
Tier Israel and to market and distribute such Software within the Territory for
delivery to Distributor Customers in the Territory (ii) to appoint resellers and
sub-distributors to market and distribute the Software within the Territory(
iii) to negotiate and contract agreements with OEM/ISV customers. Top Tier
Israel retains full rights to appoint other distributors in that part of the
Territory defined as Rest of the World. The Distributor acknowledges and agrees
that sales made by Distributor shall only be made to Distributor Customers who
agree to be bound contractually to Distributor under terms and conditions
consistent with, and reflecting, this Agreement.
<PAGE>

       2.2    TERRITORIAL RESPONSIBILITY. Distributor shall use its best efforts
              ---------------------------
              to promote vigorously the marketing and distribution of the
              Software to realize the maximum sales potential for the Software
              in the Territory. Distributor shall be solely responsible for
              advertising, marketing, promoting and distributing the Software in
              the Territory. In consideration for its appointment, Distributor
              agrees not to market and distribute within the Territory any
              software products from other vendors (including Distributor's)
              which, in Top Tier Israel's opinion, compete with Top Tier Israel
              software products without Top Tier Israel's prior written consent.

       2.3    MINIMUM GUARANTEED PAYMENTS BY DISTRIBUTOR
              ------------------------------------------
              Distributor undertakes to provide TopTier Israel with minimum
              annual guaranteed payments, as advance payments to be reconciled
              against the proceeds of TopTier Israel's sales to Distributor,
              according to the monthly schedule in Exhibit B., as amended from
              time to time by mutual agreement of the parties. Proceeds of
              TopTier Israel's sales to Distributor will be reconciled against
              the advances, on a periodic basis mutually agreeable to the
              parties, but no less often than once every quarter. Failure by
              Distributor to provide the minimum guaranteed revenues on a
              monthly basis constitutes a breach of this agreement, which will
              enable TopTier Israel to terminate the agreement for cause.

       2.4    PAYMENTS
              --------
              Distributor shall make monthly payments as specified in Exhibit B,
              by wire transfer, to TopTier Israel's bank. The cost of wire
              transfer will be borne by Distributor.

3.     SOFTWARE DISTRIBUTION
       ---------------------

       3.1    DISTRIBUTOR CUSTOMERS' LICENSE. Prior to providing any Distributor
              -------------------------------
              Customer with Software, Distributor shall insure that the license
              of such Software contains appropriate terms and conditions set
              forth in a Software License Agreement which has been mutually
              agreed upon by the parties and which shall be executed by the
              Distributor Customer.

       3.2    DISTRIBUTOR COPIES. Distributor shall have the right to order a
              -------------------
              reasonable number of Software copies, marked not for resale, or
              marked For Evaluation Only, to be used for demonstration purposes
              by Distributor or for evaluation purposes by potential Distributor
              Customers ("Distributor Copies") provided Distributor shall pay to
              Top Tier Israel the then current charges for any such Distributor
              Copies (including shipping charges) set forth in Top Tier Israel's
              International Price List and provided that the right to use such
              Distributor Copies will be governed by the terms of a license
              agreement approved and accepted by Top Tier Israel. Distributor
              shall maintain records of the Distributor Copies' recipients and
              shall provide said records to TopTier Israel at quarterly
              intervals.

       3.3    TITLE TO SOFTWARE AND RELATED MATTERS. Title to the Software
              -------------------------------------
              (including the user manual, diskette and software contained
              therein and all translations thereof) shall remain with Top Tier
              Israel. Distributor shall not (and shall require that its

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<PAGE>

              Customers do not) remove, alter, cover or obfuscate any copyright
              notices or other proprietary rights notices placed or embedded by
              Top Tier Israel on or in any Software. Distributor shall not
              provide services to others for the purpose of any such
              modification, alteration, reverse engineering, disassembly or
              decompilation. Distributor shall not, and shall not authorize any
              third party to, modify, alter, reverse engineer, disassemble or
              decompile the Software without the prior approval of Top Tier
              Israel.

       3.4    RECORDS AND AUDIT RIGHTS. Distributor agrees to make, and to
              -------------------------
              maintain until three (3) years after the last payment under this
              Agreement is due and paid, complete books, records and accounts
              with respect to Distributor's distribution of and payment for
              Software hereunder. Such records shall include number of units
              shipped by product and platform, customer information, date of
              shipment, copies of purchase orders and invoices and support
              contract information. Top Tier Israel shall have the right to
              audit such books and records for purposes of verification of the
              sales and inventory information with respect to the Software. Any
              such audit shall be conducted by Top Tier Israel or its
              representatives during normal business hours, and Distributor
              shall cooperate fully with Top Tier Israel or its representatives
              in any such audit. Any underpayment shall be payable immediately.

4.     TERMS OF PURCHASE OF SOFTWARE COPIES BY DISTRIBUTOR
       ---------------------------------------------------

       4.1    PRICES.  All prices are F.O.B. Top Tier Israel facility. ("F.O.B.
              ------
              Point"). The Price to Distributor for the Software shall be equal
              to 80% of Distributor's license fee charged to its customers. The
              difference between Distributor's fee to TopTier Israel and
              Distributor's price to its customers shall be Distributor's sole
              remuneration for distribution of the Software Copies. Top Tier
              Israel has the right at any time to revise its prices charged to
              Distributor.

       4.2    TAXES. Amounts payable to Top Tier Israel under this Agreement are
              -----
              payable to Top Tier Israel generally without deduction for taxes,
              (including any sales, use, excise, ad valorem, property, value
              added tax, or other tax), tariff, duty or assessment levied or
              imposed by any government authority (including without limitation
              any country, state, city, county, province, department, or other
              subdivision of the national government). Distributor shall pay all
              such taxes and customs duties payable with respect to the sale and
              purchase of Software Copies under this Agreement. When Top Tier
              Israel has the legal obligation (independent of this Agreement) to
              collect such taxes, the appropriate amount shall be added to
              Distributor's invoice and paid by Distributor unless Distributor
              provides Top Tier Israel with a valid tax exemption certificate
              authorized by the appropriate taxing authority. Distributor shall
              cooperate with Top Tier Israel and shall provide Top Tier Israel
              with certificates or receipts issued by the appropriate taxing
              authority. Distributor's tax records relating to any tax for which
              Top Tier Israel has any legal liability in the Territory shall
              also be considered "accounting records" under Section 3.4 and
              subject to audit by Top Tier Israel. Amounts payable to Top Tier
              Israel under this agreement are however net of

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<PAGE>

              income tax withheld at source, if any, that may be applicable to
              the purchase of the Software Copies.

       4.3    TERMS AND CONDITIONS. All orders for Software by Distributor for
              ---------------------
              distribution to End-Users shall be initiated by Distributor's
              issuance of written purchase orders sent to Top Tier Israel (via
              mail, telecopier, or telefax). Any order sent by mail, telecopier
              or telefax shall be deemed signed by the Distributor as if an
              original signed document were delivered to Top Tier Israel
              regardless whether any such document is confirmed in writing by
              mail, hand delivery or other original signed document. Such orders
              shall state unit quantities, until descriptions, requested
              delivery dates, and shipping instructions. Top Tier Israel may
              accept or reject any order in whole or part, in its discretion.
              This Agreement shall govern all orders of Software by Distributor.
              No terms on purchase orders, invoices or like documents by
              Distributor shall serve to alter or add to the terms of this
              Agreement. Shipment will be F.O.B. Top Tier Israel's distribution
              facility and all freight, insurance and other shipping expenses,
              as well as any special packing expenses, shall be borne by
              Distributor.

       4.4    PAYMENT. Top Tier Israel shall submit an invoice to Distributor
              --------
              either upon each shipment of Software ordered by Distributor or on
              another regular basis mutually agreed to by Top Tier Israel and
              the Distributor. The invoice shall cover Distributor's fees for
              the Software in a given shipment plus any freight, taxes and other
              applicable costs initially paid by Top Tier Israel but to be borne
              by Distributor. TopTier Israel's invoices to Distributor will be
              reconciled against Distributor's advance payments to TopTier
              Israel on a periodic basis, but no less frequently than once every
              calendar quarter, at a mutually convenient date. After the
              reconciliation, any excess amounts owed to TopTier Israel by
              Distributor will be paid within 30 days of the date of
              reconciliation of accounts. Distributor shall pay TopTier Israel
              in U.S. dollars by wire of available funds to an account
              designated by Top Tier Israel or as otherwise instructed by Top
              Tier Israel. Distributor shall pay all of Top Tier Israel's costs
              and expenses (including reasonable attorneys' fees) to enforce and
              preserve Top Tier Israel's payment rights under this Section 4.4.

       4.5    SHIPPING. All Software delivered pursuant to the terms of this
              ---------
              Agreement shall be suitably packed for shipment in Top Tier
              Israel's standard shipping cartons, marked for shipment at
              Distributor's address set forth above, and delivered to
              Distributor or its carrier agent at the F.O.B. Point, at which
              time risk of loss shall pass to Distributor. Unless otherwise
              instructed in writing by Distributor, Top Tier Israel shall select
              the carrier. Distributor agrees to undertake all import
              formalities required to import the Software Copies into the
              Territory, and to bear full expense of all custom duties, freight,
              insurance, and other shipping expenses, as well as any special
              packing expense.

       4.6    ACCEPTANCE. Distributor shall inspect all Software promptly upon
              -----------
              receipt thereof and may reject any item that contains any
              significant reproducible defects which render such Software unfit
              for distribution to Distributor Customers, subject to return
              procedures agreed upon by the parties. To reject a Software copy
              Distributor

                                       -4-
<PAGE>

              shall within ten (10) days of receipt of such Software copy notify
              Top Tier Israel of its rejection and of the defect which has
              rendered the copy unfit for distribution. TopTier Israel will
              replace the defective Software copy at its earliest opportunity
              and instruct Distributor as to the required disposition of
              rejected Software copy or copies, including at TopTier Israel's
              discretion, authorized destruction or return for inspection.
              Distributor shall maintain detailed records of rejected software
              copies, including ultimate disposition upon instructions by
              TopTier Israel.

5.     MAINTENANCE AND SUPPORT
       -----------------------

       5.1    CUSTOMER SUPPORT. Distributor agrees that Distributor is
              -----------------
              responsible for supporting all Software it distributes, directly
              or through resellers, to Distributor Customers. TopTier Israel
              will provide maintenance and warranty support as detailed in
              Sections 5.2 and 5.3 and assistance and customer support to the
              extent requested by Distributor in exchange for 80% of all fees
              charged by Distributor to its Distributor Customers for service,
              warranty or maintenance agreements. TopTier Israel will receive no
              other compensation from Distributor for these support services.
              Distributor shall also maintain on-site staff support personnel
              sufficiently knowledgeable with respect to the Software to answer
              customer questions regarding the use and operation of Software
              marketed by Distributor. TopTier Israel shall provide Distributor
              with the support and technical assistance set forth in Sections
              5.2, 5.3 and 7.1 below.

       5.2    ADDITIONAL SUPPORT/MAINTENANCE. Top Tier Israel will provide to
              -------------------------------
              Distributor all error corrections and updates to the Software
              which Top Tier Israel makes generally available to its Software
              customers. Top Tier Israel will provide reasonable consultation
              via telephone and facsimile to Distributor during Top Tier
              Israel's normal business hours with respect to any End-User
              questions that Distributor cannot adequately answer. Distributor
              shall offer its customers maintenance contracts and shall provide
              maintenance services, which shall include the opportunity to buy
              upgrades (i.e., from version 2.0 to 3.0). Distributor shall
              maintain and provide Top Tier Israel upon request, customer lists
              and records identifying which customers have maintenance
              contracts. Top Tier Israel shall deliver updates to the
              Distributor and the Distributor agrees to deliver updates to
              customers in a timely manner

       5.3    TOP TIER ISRAEL UPGRADES. Top Tier Israel may, from time to time,
              -------------------------
              upgrade the Software, provided that nothing herein shall obligate
              Top Tier Israel to produce any such upgrade. Top Tier Israel
              reserves the right to require an additional charge for such
              upgrade. Distributor shall be responsible for offering training in
              the use and operation of such upgrades to its End-Users. Any
              upgrade shall be subject to the terms of this Agreement.

6.     LIMITED WARRANTY
       ----------------

       6.1    STANDARD LIMITED WARRANTY.  Top Tier Israel warrants Distributor
              -------------------------
              that, for a period of one year after the date of delivery to
              Distributor of a Software copy, the media on

                                       -5-
<PAGE>

              which the Software is furnished under normal use will be free from
              defects in materials and workmanship. The above warranty does not
              apply to any Software copy that has been modified or altered by
              any party other than Top Tier Israel or for any defects caused by
              any use of the Software copy in a manner for which it was not
              designed, or by the negligence of any party other than Top Tier
              Israel. Top Tier Israel does not warrant that use of the Software
              will be uninterrupted or error free.

              TOP TIER ISRAEL'S SOLE LIABILITY WITH RESPECT TO THE ABOVE EXPRESS
              WARRANTY SHALL BE FOR TOP TIER ISRAEL AT ITS OPTION, TO CORRECT
              THE SOFTWARE COPY, REPLACE THE SOFTWARE COPY, OR REFUND THE AMOUNT
              PAID FOR SUCH SOFTWARE COPY. DISTRIBUTOR SHALL NOT MAKE OR PASS ON
              TO ANY PARTY ANY WARRANTY OR REPRESENTATION ON BEHALF OF TOP TIER
              ISRAEL OTHER THAN OR INCONSISTENT WITH THE ABOVE LIMITED WARRANTY.

       6.2    NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET
              ------------------
              FORTH ABOVE, TOP TIER ISRAEL GRANTS NO OTHER WARRANTIES, EXPRESS
              OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE
              COPIES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
              NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
              PURPOSE.

7.     ADDITIONAL OBLIGATIONS OF DISTRIBUTOR
       -------------------------------------

       7.1    SALES REPORTS. Distributor shall provide Top Tier Israel with a
              --------------
              quarterly sales report showing, at a minimum, units sold per
              Software item, unit prices per item sold, total units sold and
              total invoices to customers for sales of Software and maintenance
              service contracts. This report will be forwarded to Top Tier
              Israel as mutually agreed upon by the parties.

       7.2    DEMONSTRATIONS AND STAFF TRAINING. Distributor shall provide (at
              ---------------------------------
              Distributor expense) adequate training to its staff regarding the
              use and operation of the Software and any updates thereto.

       7.3    ANNUAL BUSINESS PLAN. Distributor has delivered to Top Tier Israel
              ---------------------
              its initial business plan for the first year of this Agreement.
              Sixty (60) days prior to the anniversary date of this Agreement,
              Distributor shall provide to Top Tier Israel for approval a
              reasonably detailed annual business plan Distributor agrees to use
              best efforts to pursue its annual business plan. Substantial non-
              performance of such annual business plan shall constitute a
              default under this Agreement.

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<PAGE>

       7.4    MARKETING ACTIVITIES. Top Tier Israel and Distributor shall
              ---------------------
              mutually agree on marketing plans, including positioning of
              products, nature of marketing and advertising and promotional
              campaigns and budgets for marketing expenditures, within six (6)
              months of the Effective Date of this Agreement.

       8.     ADDITIONAL OBLIGATIONS OF TOP TIER ISRAEL
              -----------------------------------------

       8.1    MARKETING MATERIALS. Top Tier Israel shall provide Distributor
              --------------------
              with technical information concerning Software as required for the
              creation of marketing materials and shall fully and promptly
              cooperate with Distributor's request for review and editing of
              such materials.

9.     TERM AND TERMINATION
       --------------------

       9.1    TERM. This Agreement shall commence on the date of this Agreement
              -----
              and shall continue in force unless terminated under the provisions
              of this Section 9.

       9.2    TERMINATION FOR CAUSE.
              ----------------------

              (a)   If either party defaults in the performance of any
                    provisions of this Agreement, then the non-defaulting party
                    may give written notice to the defaulting party that if the
                    default is not cured within thirty (30) days the Agreement
                    will be terminated. If the non-defaulting party gives such
                    notice and the default is not cured during the thirty (30)
                    day period, then the Agreement shall terminate at the end of
                    that period. Notwithstanding the foregoing, in the event
                    that Distributor fails to make advance payments according to
                    the schedule in Exhibit B, pursuant to Sections 2.3, or to
                    promptly pay amounts due to TopTier Israel after quarterly
                    reconciliation of accounts, pursuant to Section 4.4, TopTier
                    Israel may terminate this Agreement for cause.

              (b)   This Agreement shall terminate, without notice, (i) upon the
                    institution by or against Distributor of insolvency,
                    receivership or bankruptcy proceedings or any other
                    proceedings for the settlement of Distributor's debts, (ii)
                    upon Distributor's making an assignment for the benefit of
                    creditors, (iii) or upon Distributor's dissolution.

              (c)   This Agreement shall terminate immediately upon written
                    notice to Distributor (i) in the event that any current
                    legislation or exchange controls under applicable law
                    preclude Distributor from making payments to Top Tier Israel
                    in United States currency for a period of sixty (60) days
                    provided, however, that termination under this subsection
                    shall not relieve Distributor of its payment obligations
                    under this Agreement or (ii) upon the enactment of any law,
                    decree or regulation by the government of the Territory
                    which would impair or restrict (A) the right of Top Tier
                    Israel to terminate this Agreement as herein provided, (B)
                    Top Tier Israel's right, title or interest in the
                    intellectual property rights in the Software, Software
                    Copies, documentation or other property


                                       -7-
<PAGE>

                    covered by this Agreement or (C) Top Tier Israel's rights to
                    receive payment under this Agreement.

              (d)   This Agreement shall terminate immediately and without
                    notice ninety (90) days from the Effective Date if Top Tier
                    Israel has not received written evidence from Distributor by
                    such date that Distributor has secured all government
                    approvals, if any, in the Territory necessary to carry on
                    the transactions contemplated by this Agreement.

       9.3    TERMINATION FOR CONVENIENCE. Either Top Tier Israel or Distributor
              ----------------------------
              may terminate this Agreement, at any time, with or without cause,
              upon ninety (90) days prior written notice.

       9.4    EFFECT OF TERMINATION.
              ----------------------

              (a)   Upon termination of this Agreement for any reason
                    whatsoever, Top Tier Israel shall have no further obligation
                    to Distributor other than those set forth in this Section 9.
                    Top Tier Israel shall not be liable to Distributor for, and
                    Distributor hereby expressly waives all rights to
                    compensation, indemnities or damages of any kind, whether on
                    account of the loss by Distributor of present or prospective
                    profits, commissions, anticipated orders, expenditures,
                    investments, or commitments made in connection with this
                    Agreement, goodwill created, or on account of any other
                    reason whatsoever. Upon termination of this Agreement for
                    any reason, Distributor shall deliver to Top Tier Israel,
                    within ten (10) days, the name and address of each customer
                    of Distributor or customer of a reseller, and the name and
                    address of each customer that has a maintenance contract
                    with Distributor or a reseller, plus all of the records
                    described in Section 3.4 above.

              (b)   The parties have expressed that, as an essential and
                    fundamental condition of their agreement to enter into and
                    be bound by the terms and conditions and contemplated
                    pricing of this Agreement, all elements of this Agreement
                    shall be governed exclusively by the laws of the State of
                    California (pursuant to Section 14.2 of this Agreement). If,
                    notwithstanding this fundamental agreement, under any
                    applicable law within the Territory distributors are
                    entitled to any compensation upon termination for cause or
                    the expiration of a fixed term of their distribution
                    agreement, this Agreement shall be deemed a contract for a
                    duration of not more than two years, and shall expire upon
                    the expiration of such two years after the initial effective
                    date of this Agreement. To the extent any such compensation
                    is deemed earned as a matter of law, the parties shall
                    retroactively readjust all prices so that the prices charged
                    to the Distributor shall be increased by the amount
                    necessary to give such compensation to the Distributor as
                    part of the overall pricing and compensation arrangements
                    between the parties.

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<PAGE>

       9.5    RETURN OF MATERIALS. All trademarks, trade names, patents,
              --------------------
              copyrights, designs, drawings, formulas or other data,
              photographs, samples, literature, and sales aids of every kind
              shall remain the property of Top Tier Israel. Within thirty (30)
              days after the termination of this Agreement, Distributor shall
              prepare all such items in its possession for shipment, as Top Tier
              Israel may direct, at Top Tier Israel's expense. Distributor shall
              not make or retain any copies of any confidential items or
              information which may have been entrusted to it. Effective upon
              the termination of this Agreement, Distributor shall cease to use
              all trademarks, marks, and trade names of Top Tier Israel.

       9.6    TRANSITION OF SUPPORT CONTRACTS. Distributor agrees to use its
              --------------------------------
              best efforts to register all Top Tier Israel customers, and that
              this registered customer base will be sent to Top Tier Israel at
              the end of each calendar quarter. If this distribution agreement
              is terminated for whatever reason, then Distributor will hand over
              to Top Tier Israel or a designated representative, the then
              up-to-date registered customer base. Upon payment to Top Tier
              Israel or a designed representative of a mutually agreed upon
              pro-rated amount of year-to-date support revenue, Distributor will
              no longer have the responsibility for supporting those customers.

       9.7    SURVIVAL OF CERTAIN TERMS. The provisions of Sections 3.4, 4.4,
              --------------------------
              4.6, 6, 9.4, 10, 11, 12, 13, and 14 shall survive the termination
              of this Agreement for any reason. All other rights and obligations
              of the parties shall cease upon termination of the Agreement.

10.    LIMITED LIABILITY
       -----------------

              TOP TIER ISRAEL'S TOTAL LIABILITY UNDER ANY CAUSE OF ACTION
              ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS RECEIVED
              BY TOP TIER ISRAEL FROM DISTRIBUTOR UNDER THIS AGREEMENT. IN NO
              EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER OR TO ANY
              OTHER THIRD PARTY, FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF
              SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL
              OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE LICENSED
              PRODUCTS, OR THE FAILURE OF THE LICENSED PRODUCTS TO PERFORM, OR
              FOR ANY OTHER REASON OR ARISING UNDER ANY CAUSE OF ACTION;
              PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY
              BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 11
              OR TO DISTRIBUTOR'S EXCEEDING ITS AUTHORITY GRANTED HEREIN. IT IS
              ACKNOWLEDGED BY THE PARTIES THAT NOTHING IN THIS SECTION 10 SHALL
              LIMIT DISTRIBUTORS OBLIGATION TO PAY AMOUNTS ALREADY DUE AND OWING
              TO TOP TIER ISRAEL.

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<PAGE>

11.    PROPERTY RIGHTS AND CONFIDENTIALITY
       -----------------------------------

       11.1   PROPERTY RIGHTS. Distributor agrees that Top Tier Israel owns all
              ----------------
              right, title, and interest in the Software, in each Software copy
              and documentation, and in all of Top Tier Israel's patents,
              trademarks, trade names, inventions, copyrights, know-how, and
              trade secrets relating to the design, manufacture, operation or
              service of the Software. The use by Distributor of any of these
              intellectual property rights is authorized only for the purposes
              herein set forth, and upon termination of this Agreement for any
              reason such authorization shall cease. Distributor agrees to
              assign (or cause to be assigned) and hereby does assign fully to
              Top Tier Israel all worldwide right, title and interest to the
              aforementioned intellectual property rights, as well as all
              derivatives and modifications thereof and thereto, conceived, made
              or discovered by Distributor, solely or in collaboration with
              others, and to execute all documentation reasonably necessary to
              effect assignment of, any and all such intellectual property
              rights to Top Tier Israel.

       11.2   CONFIDENTIALLY. Each party hereto acknowledges that by reason of
              ---------------
              its relationship to the other hereunder it will have access to
              certain information and materials concerning the other party's
              business, plans, customers, technology, and products that are
              confidential and of substantial value to such party, which value
              would be impaired if such information were disclosed to third
              parties. Each party agrees that it will not use in any way for its
              own account or the account of any third party, nor disclose to any
              third party, any information received by it which is marked
              confidential or which is disclosed orally and confirmed in writing
              of its confidential nature within thirty (30) days after
              disclosure by the other party (the "Confidential Information").
              Each party shall protect the confidential nature of such
              Confidential Information with at least the level of care it takes
              to protect its own confidential information of similar value, but
              in no event with less than reasonable care. Distributor shall not
              publish any technical description of the Software other than the
              description published by Top Tier Israel In the event of
              termination of this Agreement, there shall be no use or disclosure
              by either party of any Confidential Information of the other.

       11.3   NOTIFICATION OF UNAUTHORIZED USE. Distributor shall promptly
              ---------------------------------
              notify Top Tier Israel in writing upon its discovery of any
              unauthorized use or infringement of the Software of Top Tier
              Israel's patent, copyright, trademark or other intellectual
              property rights with respect thereto. Top Tier Israel shall have
              the sole and exclusive right to bring infringement action or
              proceeding against a third party, and, in the event that Top Tier
              Israel brings such an action or proceeding, Distributor shall
              cooperate and provide full information and assistance to Top Tier
              Israel and its counsel in connection with any such action or
              proceeding.

12.    TRADEMARKS AND TRADE NAMES
       --------------------------

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<PAGE>

       During the term of this Agreement, Distributor shall have the right to
       indicate to the public that it is an authorized distributor of Top Tier
       Israel Software and to advertise (within the Territory) such Software
       under the trademarks, marks, and trade names that Top Tier Israel may
       adopt from time to time ("Trademarks"), provided that all representations
       of the Trademarks that Distributor intends to use shall first be
       submitted to Top Tier Israel for approval (which shall not be
       unreasonably withheld). Distributor shall not alter or remove any
       Trademarks applied by Top Tier Israel to any Software or related
       materials. Nothing herein shall grant to Distributor any right, title or
       interest in the Trademarks. At no time during or after the term of this
       Agreement shall Distributor challenge or assist others to challenge the
       Trademarks or the registration thereof or attempt to register any
       trademarks, marks or trade names confusingly similar to the Trademarks.

13.    COMPLIANCE WITH LAWS
       --------------------

       13.1   FOREIGN CORRUPT PRACTICES ACT. In conformity with the United
              ------------------------------
              States Foreign Corrupt Practices Act and with Top Tier Israel's
              established corporate policies regarding foreign business
              practices, Distributor and its employees and agents shall not
              directly or indirectly make an offer, payment, promise to pay, or
              authorize payment, or offer a gift, promise to give, or authorize
              the giving of anything of value for the purpose of influencing an
              act or decision of an official of any government within the
              Territory or the United States Government (including a decision
              not to act) or inducing such a person to use his influence to
              affect any such governmental act or decision in order to assist
              Top Tier Israel in obtaining, retaining or directing any such
              business.

       13.2   EXPORT ADMINISTRATION ACT. In conformity with the United States
              --------------------------
              Export Administration Act and regulations promulgated thereunder,
              Distributor and its employees and agents shall not disclose,
              export or re-export, directly or indirectly, any Software Copies
              or technical data (or direct products thereof) provided under this
              Agreement to destinations in Country Groups Q, S, W, Y and Z as
              modified from time to time by the U.S. Department of Commerce, or
              that are otherwise controlled under said Act and regulations.

       13.3   CURRENCY CONTROL. Distributor represents and warrants that no
              -----------------
              currency control laws applicable in the Territory will prevent the
              payment to Top Tier Israel of any sums due under this Agreement.

       13.4   COMPLIANCE WITH APPLICABLE LAWS. Distributor shall comply, and
              --------------------------------
              shall require all of its reseller to comply, with all laws and
              regulations applicable to Distributor with respect to (i) the
              Software Copies, and (ii) the conduct of business generally. More
              particularly, Distributor shall, without limitation:

              (i) at its own expense, make, obtain, and maintain in force at all
              times during the term of this Agreement, all filings,
              registrations, reports, licenses, permits and authorizations
              (collectively "Authorizations") in the Territory in order for
              Distributor to perform its obligations under this Agreement. Top
              Tier Israel shall provide

                                      -11-
<PAGE>

              Distributor with such assistance as Distributor may reasonably
              request in making or obtaining any such Authorizations. In the
              event that the issuance of any Authorization is conditioned upon
              an amendment of modification to this Agreement which is
              unacceptable to Top Tier Israel, Top Tier Israel shall have the
              right to terminate this Agreement without further obligation
              whatsoever to Distributor.

              (ii)Advise Top Tier Israel of any legislation, rule, regulation or
              other law (including but not limited to any customs, tax, trade,
              intellectual property or tariff law) which is in effect or which
              may come into effect in the Territory, whether before or after the
              Effective Date and which affects the importation of the Software
              Copies or documentation into, or the use and the protection of the
              Software Copies or documentation within the Territory, or which
              has a material effect on any provision in this Agreement.

       13.5   ENFORCEABILITY. Distributor represents and warrants that the
              ---------------
              provisions of this Agreement, and the rights and obligations of
              the parties hereunder, are enforceable under the laws of the
              country within the Territory.

       13.6   NON-COMPLIANCE AS MATERIAL DEFAULT. Non-compliance by Distributor
              -----------------------------------
              or its employees or agents with this Section 13 shall be deemed to
              constitute a material default under this Agreement, justifying
              termination for default pursuant to Section 9.2 hereof.

14.    GENERAL PROVISION
       -----------------

       14.1   INDEPENDENT CONTRACTORS. The relationship of Distributor to Top
              ------------------------
              Tier Israel established by this Agreement is that of contractors,
              and nothing contained in this Agreement shall be construed to (i)
              give either party the power to direct and control the day-to-day
              activities of the other, (ii) constitute the parties as agents,
              partners, joint venturers, co-owners or otherwise as participants
              in a joint or common undertaking, and (iii) allow Distributor to
              create or assume any obligation on behalf of Top Tier Israel for
              any purpose whatsoever. All financial obligations associated with
              Distributor's business are the sole responsibility of Distributor.
              All sales and other agreements between Distributor and its
              customers are Distributor's exclusive responsibility and shall
              have no effect on Distributor's obligations under this Agreement.
              Distributor shall be solely responsible for, and shall indemnify
              and hold Top Tier Israel free and harmless from, and all claims,
              damages or lawsuits (including attorneys' fees) arising out of the
              acts of Distributor or its resellers, employees or agents.
              Distributor shall require each reseller in the chain of
              distribution through it to comply with provisions reflecting the
              Distributor's obligations to Top Tier Israel, so that upon Top
              Tier Israel request Distributor shall be able to account to Top
              Tier Israel in respect to compliance by Distributor with the
              obligations hereunder for all Software Copies delivered to
              Distributor. Distributor shall hold harmless and indemnify Top
              Tier Israel (including its shareholders, directors, officers,
              agents and employees, successors and assigns) from any claims or
              liability arising out of or connected to any breach by Distributor
              of its obligations under this Agreement,

                                      -12-
<PAGE>

              including, without limitation, any penalties, interest, attorneys'
              fees and disbursements incurred by Top Tier Israel or any person
              relying upon Distributor's obligations under this Agreement.

       14.2   GOVERNING LAW. The rights and obligations of the parties under
              --------------
              this Agreement shall not be governed by the 1980 U.N. Convention
              on Contracts for the International Sale of Goods; rather such
              rights and obligations shall be governed by and construed under
              the laws of the State of California, including its enactment of
              the Uniform Commercial Code, without reference to conflict of laws
              principles.

       14.3   ARBITRATION. Any dispute or claim arising out of or in connection
              ------------
              with this Agreement shall be finally settled by binding
              arbitration in San Francisco, California under the Rules of
              Arbitration of the American Arbitration Association by one
              arbitrator appointed in accordance with said rules. Judgment on
              the award rendered by the arbitrator may be entered in any court
              having jurisdiction hereof. Notwithstanding the foregoing, the
              parties may apply to any court of competent jurisdiction for
              injunctive relief without breach of this arbitration provision.

       14.4   ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
              -----------------
              and understanding of the parties relating to the subject matter
              herein and merges all prior discussions between them. No
              modification of or amendment to this Agreement, nor any waiver of
              any rights under this Agreement, shall be effective unless in
              writing signed by the party to be charged.

       14.5   NOTICES. Any written notice required or permitted by this
              --------
              Agreement shall be in writing and shall be sent by mail to the
              address shown at the beginning of this Agreement or at such other
              address for which such party gives notice hereunder.

       14.6   DOLLARS.  All references to "dollars", "U.S. $" or "$" shall mean
              --------
              United States Dollars.

       14.7   IT IS UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS
              AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER
              OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES
              TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO
              BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND
              AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO
              HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY
              AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

       14.8   FORCE MAJEURE. Nonperformance of either party (except for payment
              --------------
              obligations) shall be excused to the extent that performance is
              rendered impossible by strike, fire, flood, act of God, government
              acts or orders or restrictions, failure of suppliers, or any other
              reason where failure to perform is beyond the control and not
              caused by the negligence of the nonperforming party.

                                      -13-
<PAGE>

       14.9   NO WAIVER. The failure of either party to enforce at any time any
              ----------
              of the provisions of the Agreement, or the failure to require at
              any time performance by the other party of any of the provisions
              of this Agreement, will in no way be construed to present a future
              waiver of such provisions, nor in any way affect the validity of
              either party to enforce each and every such provision thereafter.

       14.10  NONASSIGNABILITY AND BINDING EFFECT. A mutually agreed
              ------------------------------------
              consideration for Top Tier Israel entering into this Agreement is
              the reputation, business standing, and goodwill already honored
              and enjoyed by Distributor under its present ownership, and,
              accordingly, Distributor agrees that its rights and obligations
              under this Agreement may not be transferred or assigned directly
              or indirectly without the prior written consent of Top Tier Israel
              Subject to the foregoing sentence, this Agreement shall be binding
              upon and inure to the benefit of the parties hereto, their
              successors and assigns.

       14.11  LEGAL EXPENSES. The prevailing party in any legal action,
              ---------------
              arbitration or other dispute resolution procedure brought by one
              party against the other and arising out of this Agreement shall be
              entitled, in addition to any other rights and remedies it may
              have, to reimbursement for its expenses, including court costs,
              arbitrator's fees and reasonable attorneys' fees.

       14.12  SEVERABILITY. In the event that any provision of this Agreement
              -------------
              becomes or it declared by a court of competent jurisdiction to be
              illegal, unenforceable or void, this Agreement shall continue in
              full force and effect without said provision. The parties agree to
              negotiate in good faith a substitute, valid and enforceable
              provision that most nearly effects the parties' intent and to be
              bound by the mutually agreed substitute provision.

       14.13  LANGUAGE. This Agreement is in the English Language only, which
              ---------
              language shall be controlling in all respects, and all versions
              hereof in any other language shall be for accommodation only and
              shall not be binding upon the parties hereto. All correspondence,
              notices, orders, claims, suits and other communication between the
              parties hereto shall be written or conducted in English.

       14.14  HEADINGS. The headings and captions used in this Agreement are for
              ---------
              convenience of reference only, and shall not in any way affect the
              interpretation of the provisions of this Agreement.

       14.15  COUNTERPARTS. This Agreement may be executed in tow or more
              -------------
              counterparts, each of which shall be deemed an original and all of
              which together shall constitute one instrument.

                                      -14-
<PAGE>

Reuven Agassi, Top Tier Israel, Ltd.        Shai Agassi, Top Tier Software, Inc.
------------------------------------      --------------------------------------

By:     /s/ R. Agassi                     By:  /s/ Shai Agassi
   --------------------------------          -------------------------------

Title:  Co-Chairman                       Title: Chairman and CEO
      -----------------------------             ----------------------------

Date: August 22, 1996                     Date: August 22, 1996
     ------------------------------            -----------------------------






                                    EXHIBIT A

In reference to Top Tier Israel's software products, products will be defined as
follows:

Item A
Item B
Item C

                                      -15-