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                                                                    EXHIBIT 10.7


                 TOPTIER, ISRAEL, LTD. - BAAN DEVELOPMENT B.V.

                             OEM LICENSE AGREEMENT


         This OEM LICENSE AGREEMENT (this "Agreement") is entered into as of
March 25, 2000 (the "Effective Date") by and between Baan Development B.V., a
Dutch corporation, with a principal place of business at Baron van Nagellstraat
89, 3770 AC Barneveld, The Netherlands ("Baan"), and TopTier, Israel, Ltd., an
Israel corporation, whose registered office and place of business are at #4
Hacharoshet Street, Ra'anana, Israel ("TopTier").

                                   RECITALS

         WHEREAS, Baan designs, develops and markets a wide range of proprietary
enterprise and internet-enabled software applications; and

         WHEREAS, TopTier designs, develops and markets proprietary software and
software technology and is willing to license to Baan as OEM certain software
technology for embedding within Baan Software products only and for distribution
through Baan Software products;

         WHEREAS, the Parties desire to set forth the terms and conditions under
which the foregoing shall take place; and

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties mutually agree as follows:

                                1. DEFINITIONS

         As used throughout this Agreement, the following terms shall have the
meanings set forth below unless otherwise indicated:

         1.1.  "Agreement" means the terms and conditions contained herein, in
                ---------
all attached Exhibits, Addenda and any other documents made a part of this
Agreement or incorporated by reference, including any written amendments hereto
signed by the Parties.

         1.2.  "Affiliate" means any and all of the Baan entities listed in
                ---------
Exhibit A, which may be updated by Baan from time to time.

         1.3.  "Baan Software" means any enterprise software application of
                -------------
Baan, a Baan Affiliate or a third Party that is marketed under the Baan brand
and all Intellectual Property Rights embodied therein. To the extent Licensed
Software and Technology is embedded in Baan Software, such Licensed Software and
Technology shall be and remain the property of TopTier.

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.

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         1.4.  "Bankruptcy Event" means any of the following events or
                ----------------
circumstances with respect to a Party: (i) such Party ceases conducting its
business in the normal course; (ii) becomes insolvent or becomes unable to meet
its obligations as they become due; (iii) makes a general assignment for the
benefit of its creditors; (iv) petitions, applies for, or suffers or permits
with or without its consent the appointment of a custodian, receiver, trustee in
bankruptcy or similar officer for all or any substantial part of its business or
assets; or (v) avails itself or becomes subject to any proceeding under the U.S.
Bankruptcy Code or any similar state, federal or foreign statute relating to
bankruptcy, insolvency, reorganization, receivership, arrangement, adjustment of
debts, dissolution or liquidation, which proceeding is not dismissed within
sixty (60) days of commencement thereof.

         1.5.  "Confidential Information" means information, including without
                ------------------------
limitation the Licensed Software and Technology, that is transmitted or
otherwise provided by or on behalf of either Party to the other Party in
connection with this Agreement and the activities hereunder, and that should
reasonably have been understood by the receiving Party because of legends or
other markings, the circumstances of disclosure or the nature of the information
itself, to be proprietary and confidential to the disclosing Party, an Affiliate
of the disclosing Party or to a third party. Confidential Information may be
disclosed in written or other tangible form (including on magnetic media) or by
oral, visual or other means.

         1.6.  "Deliverable" means the Licensed Software and Technology
                -----------
delivered by TopTier to Baan for testing and acceptance pursuant to Section 3 of
the Agreement.

         1.7.  "Derivative Work" has the meaning ascribed to it under the United
                ---------------
States Copyright Law, Title 17 U.S.C. Sec. 101 et. seq.

         1.8.  "Documentation" means all or any portion of the materials, in
                -------------
written or other tangible form (including on magnetic media), generally made
available by TopTier for use in connection with the Licensed Software and
Technology, including functional or technical specifications, user guides,
operator guides, installation and operation guides and any other supporting
materials.

         1.9.  "End User" shall mean the end user of Baan Software. If End User
                --------
is a corporation or other entity, then End User means each individual within
such corporation or entity licensed pursuant to this Agreement to use, but not
to further distribute, the Licensed Software and Technology embedded in Baan
Software.

         1.10. "Enhancement" means any improvement, upgrade, new version of,
                -----------
enhancement to, fix, extension to, or add-on module that is a Derivative Work of
the Licensed Software and Technology identified in Exhibit B.
                                                   ---------

         1.11. "Intellectual Property Rights" means all rights of a Person in,
                ----------------------------
to, or arising out of: (i) any U.S., international or foreign patent or any
application therefor and any and all reissues, divisions, continuations,
renewals, extensions and continuations-in-part thereof; (ii) inventions (whether
patentable or not in any country), invention disclosures, improvements, trade
secrets, proprietary information, know-how, technology and technical data; (iii)
copyrights, copyright registrations, mask works, mask work registrations, and
applications therefor in the U.S. or any foreign country, and all other rights
corresponding thereto throughout the world; and (iv) any other proprietary
rights in technology anywhere in the world.

         1.12. "Licensed Software And Technology" means the TopTier Software and
                --------------------------------
Technology listed on Exhibit B, as may be supplemented by TopTier from time to
                     ---------
time, to be distributed by Baan as software embedded within Baan Software and
marketed under the Baan name.

                                       2
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         1.13. "Maintenance And Support" means the maintenance and support
                -----------------------
activities described in the attached Exhibit C.
                                     ---------

         1.14. "Object Code" means Software in binary, executable form.
                -----------

         1.15. "Party" in its singular or plural form, refers to either Baan or
                -----
TopTier or both, as dictated by the use.

         1.16. "Person" means any legal person or entity, including any
                ------
individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated association, limited liability corporation,
governmental entity, or other person or entity of similar nature.

         1.17. "Software" means computer software and Object Code, including,
                --------
but not limited to, assemblers, compilers, or other executable code including
associated data files, data (including image and sound data), design tools, user
interfaces, templates, menus, buttons and icons, together with all related
Documentation.

         1.18. "Source Code" means Software in human-readable form, including
                -----------
high-level language program listings, flowcharts, schematics, and logic diagrams
and associated Documentation.

         1.19. "Term" shall have the meaning set forth in Section 11.1.
                ----

         1.20. "Technology" means technology, including required know-how, show-
                ----------
how, techniques, design rules, algorithms, routines, Software and associated
Documentation, files, data-bases, works of authorship, processes, devices and
hardware, as necessary to enable the incorporation or embedding of the Licensed
Software and Technology in Baan Software.

                                  2. LICENSE

         2.1.  License To Baan. TopTier hereby grants to Baan and its Affiliates
               ---------------
a perpetual, non-exclusive, limited, worldwide right and license to embed and
incorporate the Licensed Software and Technology in Baan Software products only,
and for use only with databases or other data sources defined and fully
contained within Baan Software products. Baan and its Affiliates shall have the
right to market, distribute and sub-license Baan Software products incorporating
and embedding the Licensed Software and Technology only under Baan's brand name
and only to End-Users. Baan shall license the Licensed Software and Technology
pursuant to its own Software License and Support Agreement.

         2.2.  Limited License. TopTier's license to Baan and its Affiliates
               ---------------
excludes any right of sub-license to software developers, Independent Software
Vendors ("ISV") or other OEMs or to any third parties other than End-Users. Baan
and its Affiliates have no right nor license to create standalone software
products for the purpose of distributing the Licensed Software and Technology to
End-Users or other third parties. Baan and its Affiliates have no right nor
license to further develop or cause other parties to develop the Licensed
Software and Technology in ways which will enable their use with databases or
other data sources not defined and fully contained within Baan Software.

         2.3.  No Transfer Of License. Baan and its Affiliates may not transfer
               ----------------------
nor assign their rights under this Agreement to any third party without the
prior written consent of TopTier, which consent shall

                                       3
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not be unreasonably withheld. In the event Baan is acquired by or merges with
another entity, this Agreement shall remain in effect and the license granted in
this Section 2 shall be limited to those Baan Software products released and in
use immediately prior to any such merger or acquisition. To the extent the
surviving entity in such merger or acquisition wishes to extend the license
rights to products in addition to those Baan Software products released and in
use immediately prior to any such merger or acquisition, any such rights will be
separately negotiated and are not included in the license grants of Section 2.1.

         2.4.  Development License to Baan. Subject to the terms and conditions
               ---------------------------
hereof, TopTier hereby grants to Baan a perpetual, non-transferable, non-
exclusive, royalty-free limited license, without the right to sublicense, to use
internally and reproduce the Licensed Software and Technology solely for the
purpose of performing development as required for the incorporation of the
Licensed Software and Technology in Baan Software products, as permitted under
this Agreement.

         2.5.  License Mechanism; Reporting. TopTier shall provide Baan with a
               ----------------------------
master copy of the Licensed Software and Technology incorporating a key
mechanism that will enable End Users to use the Licensed Software and Technology
immediately upon authorization from TopTier. Within forty-five (45) days of the
end of each calendar quarter, TopTier shall provide Baan with a written report
detailing the number of licenses of the Licensed Software and Technology
authorized by TopTier for the immediately preceding quarter, identifying such
things as End User name and address, the number of End Users and details of the
Licensed Software and Technology licensed to the particular End Users.

                          3. DELIVERY AND ACCEPTANCE

         3.1.  Delivery to Baan: TopTier shall deliver to Baan the Licensed
               ----------------
Software and Technology on or before April 2, 2000.

         3.2.  Testing and Acceptance by Baan. Baan will promptly test and
               ------------------------------
evaluate the Deliverables within [*] from the date of receipt of the Licensed
Software and Technology as required in Section 3.1. If the Deliverables are
acceptable to Baan, Baan shall promptly issue to TopTier a letter of acceptance
indicating that all of the Deliverables have been delivered, tested and accepted
for purposes of this Agreement (the "Letter of Acceptance"). The Letter of
Acceptance will state that Baan accepts the Deliverables under the License
granted in this Agreement and that there are no further conditions to be met by
TopTier in order to enable Baan's full use and enjoyment of its License granted
hereunder.

         3.3.  Letter of Deficiency. If, after testing by Baan, the Deliverables
               --------------------
are not acceptable to Baan, Baan shall notify TopTier in writing within [*] from
the date of receipt of the Licensed Software and Technology as required in
Section 3.1, such written notice to include a written list of deficiencies
categorizing improvements, Enhancements or corrections, together with
comprehensive citations of test results and documented problems and deficiencies
(the "Letter of Deficiency"). To the extent that the Letter of Deficiency
identifies improvements or corrections that are part of standard Maintenance and
Support, TopTier shall perform such improvements or corrections at no additional
charge to Baan according to the Maintenance and Support terms and conditions
described in Section 5 below. To the extent that the Letter of Deficiency
contains requests for new or additional functionality not originally specified
in Exhibit B, the planning and execution of such requests, including
   ---------
feasibility, fees and delivery, will be negotiated separately and under a
separate agreement between Baan and TopTier and will not be construed as part of
this Agreement. Such requests for new or additional functionality shall not be
justifiable cause for Baan to delay acceptance of the Deliverables as specified
in Section 3 nor to delay payments under this Agreement as specified in Section
4 below.

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         3.4.  Proof of Acceptance Upon Shipment. If Baan ships any Baan
               ---------------------------------
Software that has Licensed Software and Technology embedded or incorporated in
it to any End User, such shipment shall immediately and without further notice
to TopTier constitute Baan's acceptance of the Deliverables, regardless of
whether Baan has provided a Letter of Acceptance as contemplated in Section 3.2
above.

         3.5.  Failure to Send Letter of Acceptance or Letter of Deficiency. If
               ------------------------------------------------------------
Baan fails to provide TopTier with either a Letter of Acceptance or a Letter of
Deficiency in the time period required in this Section 3, such failure shall
constitute acceptance by Baan of the Deliverables as if Baan had provided a
Letter of Acceptance pursuant to Section 3.2.

                         4. LICENSE FEES AND PAYMENTS

         4.1.  License Fees: The total price for the license granted to Baan in
               ------------
Section 3 above is [*] (the "License Fee"). TopTier shall invoice Baan for the
License Fee, and Baan shall make payments to TopTier, according to the following
schedule, over the five (5) years following the Effective Date:

               4.1.1.  Initial payment of the License Fee of [*] to be
paid in four (4) equal quarterly installments during the first year of this
Agreement, the first payment being due and payable on March 15, 2000, and the
remaining three (3) quarterly payments being due and payable on June 30, 2000,
September 30, 2000 and December 31, 2000. The first quarterly payment of
[*] of the initial License Fee will be irrevocable and non-refundable,
irrespective of Baan's decision to accept or not accept the Deliverables as
provided in Section 3 above. Any subsequent payment of all or part of the
initial License Fee will be refunded by TopTier to Baan, without penalty, if
Baan, after testing the Deliverables according to Section 3.2, determines that
they are not acceptable and decides to return the Deliverables to TopTier
according to Section 3.3 above and terminate this Agreement. After the initial
payment of the License Fee is made and after the Deliverables have been
accepted, Baan shall pay the remaining balance according to the terms hereof
regardless of any decision by Baan to refrain from using its license rights or
regardless of the degree by which it utilizes the license rights during the [*]
following the Effective Date of this Agreement, except for the
circumstances described in Section 11.4.

               4.1.2.  [*] of the License Fee, each of [*] to be paid by Baan on
the [*], respectively, of the Effective Date of this Agreement in [*] equally
quarterly installments during [*] anniversary year, with the quarterly
installments becoming due and payable on March 31, June 30, September 30 and
December 31 of [*] such year.

               4.1.3.  [*] payment of [*] to be paid by Baan in four (4) equal
quarterly installments during the fourth anniversary year of the Effective Date
of this Agreement, with the quarterly installments becoming due and payable on
March 31, June 30, September 30 and December 31 of such year.

               4.1.4.  [*]

               4.1.5.  Failure by Baan to make timely payments of its License
Fees will constitute a breach of this agreement and if not cured within 30 days
after notice given by TopTier to Baan in writing,

                                       5
<PAGE>

will be cause for termination of this Agreement, without relieving any of Baan's
financial or other obligations hereunder.

               4.1.6.  License Fees are separate from the fees for Maintenance
and Support described in Section 5 of this Agreement.


                          5. MAINTENANCE AND SUPPORT

          5.1. In exchange for the Maintenance and Support Fees described in
this Section 5, TopTier shall provide Baan with Maintenance and Support for the
Licensed Software and Technology on an annual basis in order to enable Baan to
receive all future Enhancements to the Licensed Software and Technology. The
Maintenance and Support Fee will be invoiced by TopTier and paid by Baan
according to the following schedule:

               5.1.1.  [*]

               5.1.2.  For the [*] years of this Agreement, Baan will pay
TopTier [*] at the beginning of each subscription year, with payment to be made
upon invoice from TopTier no later than thirty (30) days after the anniversary
date of the Effective Date of this Agreement, and TopTier shall provide such
Maintenance and Support to Baan. For each subsequent year following the [*] of
this Agreement, to the extent Baan wishes to receive Maintenance and Support
from TopTier, Baan will pay TopTier [*] at the beginning of each subscription
year, with payment to be made upon invoice from TopTier no later than thirty
(30) days after the anniversary date of the Effective Date of this Agreement.
Nothing herein shall require or be construed to require Baan to order
Maintenance and Support from TopTier for years after the [*] of this Agreement,
and nothing herein shall require or be construed to require TopTier to deliver
the Maintenance and Support to Baan after the [*] of this Agreement unless Baan
pays for such Maintenance and Support.

          5.2. The Maintenance and Support provided by TopTier to Baan shall
include the following as outlined in further detail in the attached Exhibit C:
                                                                    ---------

               5.2.1.  Enhancements to the Licensed Software and Technology, as
they are released and made available to TopTier OEM customers;

               5.2.2.  Technical Support by TopTier to Baan technical personnel
only (and not End Users), by means of telephone, telefax, electronic mail or
electronic data transfer, in support of the license granted herein;

               5.2.3.  [*]

                                       6
<PAGE>

               5.2.4.  Maintenance and Support by TopTier will not include on-
site technical support, consulting, design, development or engineering services
or End User FLS.


                             6. PROPRIETARY RIGHTS

         6.1.  Licensed Software and Technology. TopTier shall own all right
               --------------------------------
title and interest in and to all Licensed Software and Technology and any
Derivative Works thereof, including all Intellectual Property Rights therein and
thereto.

         6.2.  Baan Software. Baan shall own all right title and interest in and
               -------------
to all Baan Software and any Derivative Works thereof, including all
Intellectual Property Rights therein and thereto.

         6.3.  Source Code Escrow.
               ------------------

               6.3.1.  Escrow Account. Within thirty (30) days of the Effective
                       --------------
Date, TopTier shall establish with Sourcefile, an escrow agent, a Source Code
escrow account, governed by the agreement with Sourcefile, as attached in
Exhibit D. TopTier agrees to place into such escrow account a copy of the Source
-------
Code for the Licensed Software and Technology, as supplemented from time to time
by TopTier, along with the related Documentation (collectively, "Source
Materials"); provided, however, that TopTier shall not be obligated to make
deposits into the escrow account more frequently than twice per year. Baan shall
have the right at any time to contact the escrow agent for the purpose of
confirming that the Source Materials in the escrow account and verifying the
instructions to the escrow agent to release the Source under the circumstances
specified in Section 6.3.2 below. Baan shall bear all fees, expenses and other
charges to open and maintain such escrow account.

               6.3.2.  Release. TopTier's agreement with the escrow agent shall
                       -------
provide that a copy of the Source Materials will be delivered to Baan by the
escrow agent in the event that (i) a Bankruptcy Event occurs with respect to
TopTier that is not resolved within sixty (60) days; (ii) TopTier discontinues
or is in material breach of its support obligations for the Licensed Software
and Technology and does not provide appropriate support within thirty (30) days
after receiving a request from Baan to do so; or (iii) this Agreement is
terminated or expires for any reason.

               6.3.3.  License. In the event of a release of escrow to Baan,
                       -------
under the conditions of the Sourcefile agreement, Baan shall have a
nontransferable, nonexclusive license to use the Source Materials solely to
support and maintain the Licensed Software and Technology licensed to Baan under
this Agreement. Baan shall have no rights to use the Source Material for its own
purposes of development, nor rights to distribute, transfer, copy, sell,
sublicense, assign, display, demonstrate or convey the Source Materials or the
information in the Source Materials to any third party, nor shall Baan use the
Source Materials for any purpose other than Maintenance and Support of the
Licensed Software and Technology and TopTier shall retain all ownership rights,
title and interest in and to the Source Materials, including all Intellectual
Property Rights therein and thereto.

         6.4.  Trademark License. Each Party hereby authorizes the other Party
               -----------------
to use its current and future trademarks, service marks and trade names
("Trademarks") in marketing programs and materials, for the purpose of promoting
the products and services of each of the Parties, provided that such use is not

                                       7
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derogatory nor detrimental to either Party. Such use of the Trademarks shall be
solely in accordance with the reasonable instructions and then current
guidelines from the Party owning the Trademark in question. The Parties
understand and agree that such guidelines may, from time to time, be revised for
the purpose of protecting the standards of quality established for TopTier'
goods and services sold under the Trademarks and protecting the owner's rights
in the Trademarks.

         6.5.  TANGIBLE PROPERTY. Unless otherwise agreed to in writing, any
               -----------------
tangible property, including but not limited to Documentation and equipment or
material of every description furnished by one Party to another hereunder, is
and shall remain the property of the furnishing Party. The Parties shall not use
such property except in performing this Agreement. All such property shall be
returned to furnishing Party upon the earlier of either the furnishing Party's
request, completion or termination of the relevant services or expiration or
termination of this Agreement.

                       7. REPRESENTATIONS AND WARRANTIES

         7.1.  REPRESENTATIONS AND WARRANTIES. The Parties make the following
               ------------------------------
representations and warranties to each other, as applicable:

               7.1.1.  ORGANIZATION REPRESENTATIONS; ENFORCEABILITY. Each Party
                       --------------------------------------------
is duly organized, validly existing and in good standing in the jurisdiction in
which it is incorporated. The execution and delivery of this Agreement by each
Party and the transactions contemplated hereunder have been duly and validly
authorized by all necessary action on the part of each Party. This Agreement
constitutes a valid and binding obligation of each party enforceable in
accordance with its terms.

               7.1.2.  NO CONFLICT. The entering into and performance of this
                       -----------
Agreement by the Parties does not and will not violate, conflict with or result
in a material default under any other contract, agreement, indenture, decree,
judgment, undertaking, conveyance, lien or encumbrance to which each of the
Parties or any of its employees is a party or by which it or any of its property
is or may become subject or bound. Each of the Parties will not grant any rights
under any future agreement, nor will it permit or suffer any lien, obligation or
encumbrances that will conflict with the full enjoyment by each Party of its
rights under this Agreement.

               7.1.3.  RIGHT TO MAKE FULL GRANT. TopTier has and shall have all
                       ------------------------
requisite ownership, rights and licenses to perform its obligations under this
Agreement fully as contemplated hereby, and to grant to Baan the license rights
stipulated herein with respect to the Licensed Software and Technology, free and
clear of any and all agreements, liens, adverse claims, encumbrances and
interests of any Person, including, without limitation, TopTier employees,
agents, artists and contractors and such contractors' employees, agents and
artists, who have provided, are providing or shall provide services with respect
to the Deliverables.

               7.1.4.  NONINFRINGEMENT. Nothing contained in the Licensed
                       ---------------
Software and the Technology to be delivered to Baan, violates or misappropriates
any Intellectual Property Right of any third party. Further, no characteristic
of the Licensed Software and Technology does or will cause manufacturing, using,
maintaining or selling Baan products or other products incorporating the
Licensed Software and Technology to infringe, violate or misappropriate any
Intellectual Property Right of any third party.

               7.1.5.  NO HARMFUL CODE OR VIRUSES. The Deliverables and the
                       --------------------------
Licensed Software and Technology as delivered by TopTier to Baan, will contain
no matter which is injurious to End Users or

                                       8
<PAGE>

their property. The Licensed Software and Technology and the media upon which
the same are delivered to Baan are free from computer viruses, booby traps, time
bombs or other programming designed to interfere with the normal functioning of
the Licensed Software and Technology, the Baan Software into which the Licensed
Software and Technology is and/or will be incorporated, or Baan's or End User's
equipment, programs or data.

               7.1.6.  PROCESSING OF DATE AND DATE DEPENDENT DATA. The Licensed
                       ------------------------------------------
Software and Technology will provide accurate processing of date and date
dependent data (including, but not limited to, calculating, comparing and
sequencing operations) for all dates, including leap years.

               7.1.7.  PERFORMANCE. TopTier represents and warrants to Baan that
                       -----------
the Licensed Software and Technology will perform in substantial accordance with
the specifications in the Documentation for such Licensed Software and
Technology.

               7.1.8.  TESTING AND ACCEPTANCE. Baan represents and warrants to
                       ----------------------
TopTier that it shall thoroughly and comprehensively test the Deliverables prior
to accepting them and that it shall report to TopTier any and all claims of
defects or deficiencies in performance and shall request TopTier to evaluate
such claims and correct them if necessary.


                          8. CONFIDENTIAL INFORMATION

         8.1.  TERMS OF AGREEMENT. The terms of this Agreement are the
               ------------------
Confidential Information of both Parties and shall not be disclosed by either
Party in any manner (including but not limited to news releases, articles,
brochures, advertisements, speeches or other information releases) without the
prior written consent of the other Party.

         8.2.  LIMITATIONS ON USE AND DISCLOSURE. Each Party receiving
               ---------------------------------
Confidential Information (the "Recipient") agrees as to any such Confidential
Information that may be disclosed to it by the other Party hereunder (the
"Discloser"):

               (a)  to protect such Confidential Information from disclosure to
         others, using the same degree of care used to protect its own
         confidential or proprietary information of like importance, but in any
         case using no less than a reasonable degree of care. Recipient may
         disclose Confidential Information received hereunder to (x) its
         Affiliates who agree, in advance, in writing, to be bound by this
         Agreement, and (y) to its employees and subcontractors, and its
         Affiliates' employees and subcontractors, who have a need to know, for
         the purpose of this Agreement, and who are bound to protect the
         received Confidential Information from unauthorized use and disclosure
         under the terms of a written agreement. Confidential Information shall
         not otherwise be disclosed to any third party without the prior written
         consent of the Person owning such Confidential Information;

               (b)  to use such Confidential Information only for the purposes
         of this Agreement;

               (c)  not to make copies of any such Confidential Information or
         any part thereof except for the purposes of this Agreement; and

               (d)  to reproduce and maintain on any copies of any Confidential
         Information such proprietary legends or notices as are contained in or
         on the original or as the owner may otherwise reasonably request.

                                       9
<PAGE>

         8.3.  EXCEPTIONS. The restrictions of this Section 8 on use and
               ----------
disclosure of Confidential Information shall not apply to information that (a)
was publicly known at the time of Discloser's communication thereof to
Recipient; (b) becomes publicly known through no fault of Recipient subsequent
to the time of Discloser's communication thereof to Recipient; (c) was in
Recipient's possession free of any obligation of confidence at the time of
Discloser's communication thereof to Recipient; (d) is developed by Recipient
independently of and without reference to any of Discloser's Confidential
Information or other information that Discloser disclosed in confidence to any
third party; (e) is rightfully obtained by Recipient from third parties
authorized to make such disclosure without restriction; or (f) is identified by
Discloser as no longer proprietary or confidential.

         8.4.  DISCLOSURE PURSUANT TO LEGAL REQUIREMENT. In the event Recipient
               ----------------------------------------
is required by law, regulation or court order to disclose any of Discloser's
Confidential Information, Recipient will promptly notify Discloser in writing
prior to making any such disclosure in order to facilitate Discloser seeking a
protective order or other appropriate remedy from the proper authority.
Recipient agrees to cooperate with Discloser in seeking such order or other
remedy. Recipient further agrees that if Discloser is not successful in
precluding the requesting legal body from requiring the disclosure of the
Confidential Information, it will furnish only that portion of the Confidential
Information which is legally required and will exercise all reasonable efforts
to obtain reliable assurances that confidential treatment will be accorded the
Confidential Information.

         8.5.  RETURN OF CONFIDENTIAL INFORMATION. All Confidential Information
               ----------------------------------
disclosed under this Agreement (including information in computer software or
held in electronic storage media) shall be and remain the property of Discloser.
All such information in any computer memory or data storage apparatus shall be
erased or destroyed and all such information in tangible form shall be returned
to Discloser, promptly upon the earlier of: (i) the written request of the
Discloser, (ii) termination or expiration of this Agreement, and shall not
thereafter be retained in any form by Recipient.

         8.6.  EQUITABLE RELIEF. The Parties acknowledge that their respective
               ----------------
Confidential Information are unique and valuable, and that breach by either
Party of the obligations of this Agreement regarding such Confidential
Information and intellectual property rights will result in irreparable injury
to the affected Party for which monetary damages alone would not be an adequate
remedy. Therefore, the Parties agree that in the event of a breach or threatened
breach of such provisions, the affected Party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy for any such
breach or anticipated breach without the necessity of posting a bond. Any such
relief shall be in addition to and not in lieu of any appropriate relief in the
way of monetary damages.

                          9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INCIDENTIAL, INDIRECT, STATUTORY OR CONSEQUENTIAL DAMAGES OR ANY LOST
REVENUE, LOST PROFITS RESULTING FROM, ARISING OUT OF OR RELATED TO ITS
PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER, OR BREACH OF
THIS AGREEMENT, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED, KNEW OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO TOPTIER'S OBLIGATION TO INDEMNIFY BAAN UNDER
SECTION 10 HEREOF OR TO BREACHES BY EITHER PARTY OF SECTION 8 HEREOF.

                                       10
<PAGE>

                                 10. INDEMNITY

         TopTier will defend at its expense and indemnify and hold harmless Baan
from and against any action, suit, or other proceeding, or settlement thereof,
to the extent that such action, suit or proceeding arises out of or results from
any claim, allegation or finding that any exploitation of the Licensed Software
and Technology by Baan hereunder infringes the Intellectual Property Rights of
any third party. TopTier shall pay those losses, damages, expenses and costs,
awarded against, or incurred by Baan, or as a result of, any such suit, action
or other proceeding, or any settlement thereof, provided that (i) Baan promptly
notifies TopTier in writing of any such claim, (ii) TopTier shall be accorded
control of the defense and of all negotiations for settlement or compromise of
such claim, and (iii) Baan cooperates with TopTier, at TopTier's expense, in the
defense and settlement of such claim, including providing to TopTier such
information and assistance as TopTier may reasonably request.

                           11. TERM AND TERMINATION

         11.1. TERM. Unless earlier terminated in accordance with its terms,
               ----
this Agreement shall commence as of the Effective Date and shall remain in full
force in perpetuity unless properly terminated by one or other of the Parties
according to the provisions of this Section 11.

         11.2. TERMINATION FOR BREACH. Either Party may terminate this Agreement
               ----------------------
if the other Party is in material breach of any term, condition or provision of
this Agreement, which breach, if capable of being cured, is not cured within
thirty (30) days after the non-breaching Party gives the breaching Party written
notice of such breach.

         11.3. TERMINATION FOR BANKRUPTCY; CHANGE OF CONTROL. Each Party may
               ---------------------------------------------
terminate this Agreement and all rights and licenses granted hereunder effective
immediately upon notice that a Bankruptcy Event has occurred with respect to the
other Party, without thereby relieving the other Party of its financial
obligations under this Agreement. Baan may terminate this Agreement effective
immediately upon notice of a Change of Control of TopTier involving a Baan
direct competitor (by way of illustration, the following are the commonly known
names of Baan direct competitors: [*]). Change of Control of TopTier means (a)
the direct or indirect acquisition of either (i) the majority of the voting
stock of TopTier or (ii) all or substantially all of the assets of TopTier in a
single or series of related transactions; or (b) TopTier is merged with or into
another entity.

         11.4. EFFECT OF TERMINATION. In the event all or part of this Agreement
               ---------------------
is terminated hereunder:

               11.4.1.  If Baan terminates this Agreement after issuing a Letter
of Acceptance to TopTier or if Baan breaches this Agreement leading to
termination by TopTier, none of Baan's financial obligations will be relieved or
changed and Baan shall be obligated to make full payment as specified in Section
4, except in the case of a termination for a Change of Control of TopTier (see
11.4.2 below). Following such instances of termination by Baan or by a breach of
the Agreement by Baan, Baan's license under this agreement shall be cancelled
immediately and Baan shall refrain from further use of the Licensed Software and
Technology, except as necessary to support any published Baan Software to End-
Users, and Baan shall, within ninety (90) days of the Termination, remove all
Licensed Software and

                                       11
<PAGE>

Technology  which had previously been  incorporated or embedded in Baan Software
from Baan Software and shall refrain from any marketing, sale or distribution of
Baan Software containing the Licensed Software and Technology.

               11.4.2.  If Baan terminates this Agreement because of a Change of
Control of TopTier as described in Section 11.3 above, Baan shall have no
obligation to make any payments called for in this Agreement that would arise
following the date of such termination; however Baan shall pay any unpaid
amounts due up to the date of such termination.

               11.4.3.  The following sections of this Agreement shall survive
termination by either Party: 1, 6, 7, 8, 9, 10, 11 and 12.

         11.5. AVAILABLE REMEDIES. Termination of all or any portion of this
               ------------------
Agreement in accordance with this Section 11 shall not limit either Party from
pursuing any other remedies otherwise available to it at law or in equity,
including injunctive relief, and not otherwise precluded by this Agreement.

                                  12. GENERAL

         12.1. TOPTIER BANKRUPTCY. All rights and licenses granted to Baan under
               ------------------
or pursuant to this Agreement are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the United States Bankruptcy Code, licenses to
rights of "intellectual property" as defined thereunder. Notwithstanding any
provision contained herein to the contrary, if TopTier is under any proceeding
under the Bankruptcy Code and the trustee in bankruptcy of TopTier, or TopTier,
as a debtor in possession, rightfully elects to reject this Agreement , Baan
may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all of
Baan's rights hereunder, to the maximum extent permitted by law, subject to any
payments specified herein.

         12.2. TAXES. All prices herein are in U.S. Dollars and are exclusive
               -----
of any applicable taxes. Each Party is responsible for complying with the
collection, payment and reporting of all taxes imposed by any governmental
authority applicable to its activities in connection with the sale, lease,
delivery or license of the Licensed Software and Technology under this
Agreement. Neither Party is responsible for the taxes that may be imposed on the
other Party. Situations may arise where governmental authorities require Baan to
withhold from amounts payable to TopTier. In such cases, Baan may withhold the
amount of taxes due from payments to be made to TopTier under this Agreement and
remit the taxes withheld to the governmental authority.

         12.3. COMPETING PRODUCTS. Nothing contained herein shall be construed
               ------------------
as precluding either Party from developing, promoting, marketing, distributing
and licensing other products that compete directly or indirectly with the
Licensed Software and Technology.

         12.4. WAIVER. The failure of either Party to insist on the strict per-
               ------
formance of any terms, covenants and conditions of this Agreement at any time,
or in any one or more instances, or its failure to take advantage of any of its
rights hereunder, or any course of conduct or dealing, shall not be construed as
a waiver or relinquishment of any such rights or conditions at any future time
and shall in no way affect the continuance in full force and effect of all the
provisions of this Agreement.

         12.5. HEADINGS. Headings used in this Agreement are for convenience of
               --------
reference only and shall not be construed as altering the meaning of this
Agreement or any of its parts.

                                       12
<PAGE>

         12.6.  APPLICABLE LAW. This Agreement shall be governed by and con-
                --------------
strued in accordance with the laws of the state of California, without reference
to rules of conflict of law. The Parties hereby irrevocably agree that any
action commenced that relates to the terms of this Agreement shall be brought in
a court within the state of California, including a federal district court,
located in San Jose, California.

         12.    SURVIVAL OF LICENSES.  Any licenses to the Licensed Software and
                --------------------
Technology granted by Baan to End Users and any rights to the Licensed Software
and Technology that Baan may reasonably require for the purpose of providing
support to End Users shall survive the termination or expiration of this
Agreement for any reason.

         12.8.  SEVERABILITY. If any provision of this Agreement is held to be
                ------------
illegal, invalid or unenforceable, the remaining terms shall not be affected.
The Agreement shall be interpreted as if the illegal, invalid or unenforceable
provision had not been included in it, and the invalid or unenforceable
provision shall be replaced by a mutually acceptable provision which, being
valid and enforceable, comes closest to the intention of the Parties underlying
the invalid or unenforceable provision.

         12.9.  NOTICES. All notices, requests, demands, or communications
                -------
required or permitted hereunder shall be in writing, delivered personally or by
electronic mail, facsimile, overnight delivery service at the respective
addresses set forth below (or at such other addresses as shall be given in
writing by either Party to the other). All notices, requests, demands or
communications shall be deemed effective upon receipt for personal delivery, or
on the business day following the date of sending by electronic mail, facsimile
or overnight delivery service.

         Baan:

                     Baan Development B.V.
                     Baron van Nagellstraat 89
                     3770 AC Barneveld
                     The Netherlands
                     Attn: Vice President, Chief Technology Counsel
                     Fax: 31 342 42 8200


         TopTier:    Top Tier, Israel, Ltd.
                     6203 San Ignacio Avenue
                     San Jose, CA 95119
                     Attn: Vice President, Operations
                     Fax:  408 360-1703

         12.10. ASSIGNMENT. The respective rights and obligations provided in
                ----------
this Agreement shall bind and inure to the benefit of the Parties, their legal
representatives, successors and permitted assigns. In addition to the assignment
provisions of Section 2.3, neither Party shall assign this Agreement, including
without limitation by operation of law, in whole or in part, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Any assignment in violation of this Section 12.10 shall be null and
void.


         12.11. RELATIONSHIP OF PARTIES. Nothing contained in this
                -----------------------
Agreement shall be deemed or construed as creating a joint venture or
partnership between TopTier and Baan. Except as expressly provided herein,
neither Party is by virtue of this Agreement authorized as an agent, employee or
legal

                                       13
<PAGE>

representative of the other, neither Party shall have power to control the
activities and operations of the other and neither Party shall have any power or
authority to bind or commit the other.

         12.12. FORCE MAJEURE. Neither Party shall be liable in case of force
                -------------
majeure. The Parties to this Agreement agree that force majeure shall include
(but shall not be limited to): material breakdown of equipment, labor disputes
of whatever nature or cause, and any other circumstances reasonably beyond the
control of one of the Parties.

         12.13. NONSOLICITATION. During the Term and for a period of twelve(12)
                ---------------
months thereafter, neither Party will directly or indirectly solicit for
employment employees of the other Party; provided, however, that this Section
12.13 shall not be construed as precluding either Party from hiring any Person
that seeks employment or responds to a general advertisement.

         12.14. ENTIRE AGREEMENT; EFFECT ON MOU. This Agreement constitutes the
                -------------------------------
entire understanding of the Parties, and supersedes all prior or contemporaneous
written and oral agreements, representations or negotiations with respect to the
subject matter hereof. In particular, upon Baan's acceptance of the Deliverables
as provided in Section 3, this Agreement supersedes in its entirety and renders
null and void the Memorandum of Understanding (the "MOU") dated on or about
July, 1, 1998 between Baan Company N.V. and TopTier Software, Inc., each
Affiliates of the respective Parties, and that certain Development Partner
Agreement dated June 13, 1997 between Affiliates of the Parties. During the
period between the Effective Date and the date the Deliverables are accepted by
Baan, the MOU shall remain in place but exist in abeyance, unenforceable by
either Party, pending Baan's acceptance of the Deliverables pursuant to Section
3. This Agreement may not be modified or amended except in writing signed by
both Parties.

IN WITNESS WHEREOF, this Agreement is executed by the duly authorized
representatives of the Parties as of the date first set forth above.

TOPTIER, ISRAEL, LTD.                          BAAN DEVELOPMENT B.V.

/s/ Reuven Agassi                              /s/ Gordon Kushner
------------------------------                 -------------------------------
Signature                                      Signature

    Agassi Reuven                                  Gordon Kushner
------------------------------                 -------------------------------
Name                                           Name

    Chairman Top Tier Israel                       VP, Chief Technology Counsel
------------------------------                 -------------------------------
Title                                          Title

                                       14
<PAGE>

                                   EXHIBIT A

                                  AFFILIATES

Baan Company N.V.
Baan International B.V.
Baan Software B.V.
Baan Austria GmbH
Baan (Schweiz) AG
Baan Nederland B.V.
Baan Belgium N.V.
Baan France S.A.
Baan Nordic AB
Baan UK Ltd.
Baan Holding Central Europe GmbH
Baan South Africa (Proprietary) Limited
Baan U.S.A., Inc.
Baan Canada, Inc.
Baan Brasil Sistemas de Informatica Ltda.
Baan Argentina Ltda.
Baan Info Systems India Pvt. Ltd.
Baan Software India Pvt. Ltd.
Baan Japan Co., Ltd.
Baan (Malaysia) Sdn. Bhd.
Baan Education Asia Pacific (M) Sdn Bhd.
Baan Singapore Pte. Ltd.
Baan Asia Pacific Pte. Ltd.
Baan Korea Co. Ltd.
Baan Australia Pty. Ltd.
Baan Iberica I.S., S.A.
Baan Italia S.r.l.
Baan China Limited
Antalys, Inc.
Matrix Holding B.V.
Beologic A/S
CAPS Logistics, Inc.
CODA Plc.
Compact 3000 Ltd.

                                       15
<PAGE>

                                   EXHIBIT B

                       Licensed Software and Technology

EXHIBIT B: TopTier Technology and Licensed Software

<TABLE>
<CAPTION>
   Feature                                              Function                                                Benefit
<S>                                     <C>                                                    <C>
TopTier Server                          Enables both simple and complex correlation of data   For users struggling to access
                                        from disparate sources of structured and              information through Supports only
                                        unstructured data--either from a single TopTier       incompatible and complex applications
                                        Server, or between correlated TopTier Servers.        and data access tools, Baan Data
                                                                                              TopTier Software provides a single
                                                                                              interface and patented user Sources,
                                                                                              as experience n that integrates,
                                                                                              navigates and simplifies an per the
                                                                                              organization's applications and
                                                                                              day-to-day operations

    Multiplexor                         A specialized server component that balances loads    Enables scalability of HyperRelational
                                        between multiple TopTier servers on multiple          applications.
                                        machines.  It is specifically designed to manage
                                        multiple requests in a multiple server, single
                                        application environment.

    HRNP Server                         Resolves all HRNP requests, and generates HTML or
                                        other appropriate pages as response. Multiple
                                        instances of this server can be managed & balanced
                                        through the Multiplexor.

Administration and Management

    Services Manager                    TopTier Services manager is the center for servers'   One interface for managing all TT
                                        administration while running as NT services. It is    servers. No need to learn  several
                                        the interface that provide all administration needs   tools.
                                        such as service installation, configuration,
                                        activation and monitoring of the TopTier Server.

    Server monitor                      the interface for configuring, monitoring and         Lets administrator optimize
                                        setting the properties of the server. It allows       performance across multiple TopTier
                                        configuring several servers to run on separate        servers depending on load and taking
                                        machines. The monitor can reside on a remote          into account various factors such as
                                        machine from the actual servers.                      number of users, speed of databases
                                                                                              and complexity of queries). Helps
                                                                                              Administrator test the load and
                                                                                              behavior of the system and configure
                                                                                              it appropriately.

    Configuration and
    System Analysis

           Administrator                A guideline that facilitates the configuration of
           Guide                        large systems, and benchmarking information as to
                                        performance requirements.

           Server Log                   Administrator can set preferences and TopTier         Lets administrator track server usage
                                        server log will include every request that is         and take appropriate
                                        processed by the server including the user name,      action to maximize use of system
                                        action taken, SQL query and processing time           resources and deliver better
                                        utilized.                                             response time to users. Also used for
                                                                                              testing and qualification of deployed
                                                                                              systems and tracking anomalies.

Security

    Data Security                       Support for user, schema, table, and column-level     Provides security for
                                        security.                                             HyperRelational applications while
                                                                                              taking full advantage of DBMS security
                                                                                              levels.
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
    <S>                                 <C>                                                   <C>
    Encryption (SSL)                    The Secure Sockets layer (SSL) protocol provides a    Ensure transport of encrypted and
                                        security "handshake" that is used to initiate the     authenticated data in HyperRelational
                                        TCP/IP connection. This handshake results in the      HTML using Browser and Web Server
                                        client and server agreeing on the level of security   support for SSL.
                                        they will use and fulfills any authentication
                                        requirements for the connection.
</TABLE>

                                      17
<PAGE>

<TABLE>
<CAPTION>
   Feature                                              Function                                                Benefit
<S>                                     <C>                                                   <C>
TopTier Data Navigator                  This base offering integrates, navigates and          Unlike current integration offerings
                                        simplifies  existing extranets and intranets,         and decision support Supports only
                                        line-of-business applications and business            tools, TopTier Software provides a
                                        intelligence data sources such as relational          simple way to directly Baan Data
                                        databases.  This technology enables  data or          access information from its source,
                                        application to be accessed by end users via           enabling users to choose Sources, as
                                        TopTier's clients with patented Point of View         the path of their navigation and
                                        navigation featuring the signature Drag and Relate    benefit from the direction per the
                                        usage metaphor.                                       they choose. contract

End U

    Drag and Relate                     Drag and Relate simplifies and extends the static
    Metaphore                           non-structured point-and-click HyperText browsing
                                        experience with a dynamic structured data browsing
                                        experience that supports both point & click as well
                                        as drag and drop mavigation on a browser.  This is
                                        supported in both IE and Netscape Navigator

    Toolbar                             For each user, the toolbar displays a tree menu of
                                        components which represent to the user various
                                        aspects of their portal. Components in the toolbar
                                        are HyperRelational enabled, so links can be
                                        dropped on them thus invoking the corresponding
                                        Component with the related data.
                                        The toolbar displays additional folders &
                                        components, such as document components, web
                                        sources and data components

           Application                  Components that  represent a business component in
           Components                   a legacy system. These Components accept dragging
                                        in of meta data and data that invoke this Component
                                        with the associated data and presented with
                                        HyperRelational links.

           Office2000                   The toolbar may accommodate Office 2000 documents
           Integration                  as Components. These Components may interact with
                                        other Components in the system using the Drag &
                                        Relate metaphor. The documents may be pre defined
                                        Excel templates for analysis, in Word documents
                                        that represent letters etc.

           Web Sources                  A predetermined list of web sources for business      Componentizing web sources inserted
                                        information, as well as the ability to extend those   into the user toolbar are sensitive to
                                        sources will be available for the user and the        drag and relate actions i.e. dragging
                                        administrator. The sources provide information        a specific HyperRelational link onto
                                        about the company, its business partners, the         a web source to invoke the web source
                                        market (financial and commercial) and any flagged     with related data (e.g. tracking a
                                        keywords. Some search/pre-caching mechanism can       shipment by dragging an order of an
                                        create a data store for the web pages of relevance    item on a FEDEX Component).
                                        and bring them to the local user. Aggregated
                                        information will be surfaced to users via objects.
                                        Users can be authorized to access specific
                                        objects--hence, web sources.
</TABLE>

                                      18
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                                                   <C>

           Corporate                    Integration with the File System Folders mechanism,
           Folders                      MS Exchange and IIS Folders allows access to
                                        corporate documents. Integrated back end query
                                        capabilities provide the ability to integrate the
                                        textual documents as yet another source of
                                        information. Users may browse for a specific
                                        document or perform a free text search.

    User based                          Every user's collection of components is received     Every machine with Internet connection
    remote toolbars                     remotely from a server, thus creating a roaming       can provide every user with her fully
                                        profile for the user. Access is authenticated         operational personilized environment.
                                        mechanisms described in the Security section of
                                        this document.

    Correlation                         The ability to relate information across multiple     Allows end users to begin with any set
                                        object models. Creating the seamless end-user         of data they're interested in, then
                                        integration through the ability to drag and drop      instantly relate that data with any
                                        objects across system boundries.                      other data sources. The best way to
                                                                                              provide integration at the front end.

     Visual cues                        TopTier client provides visual cues to educate and simplify the Point of View Navigation.

           HyperRelational              A link describing "How I got to where I am"           Track and save navigation paths as
           Track (HRT)                                                                        queries or filters for future use.

           ToolTips                     Every HRNP has a tooltip describing what can be       User can get up to speed even faster
                                        done with this link (only IE supports tooltips).      than before

     Query Tools                        Enables developers or users to prepare a search for   Provides easy interface to conduct a
     (Query wizard)                     data records by preparing a query statement           complex search for information in a
                                        specifiying required properties and conditions.       HyperRelational application. Queries
                                        Records that meet the query criteria are listed and   Records that meet the query criteria
                                        can be saved or printed.  A defined query statement   are listed and can be defined,
                                        can be saved for repeated use and also used as a      changed, displayed, saved and passed
                                        filter to pre-screen data so that only information    to other users for knowledge sharing.
                                        that meets the filter's criteria are shown.

           Native SQL                   Support the standard ANSII 92 SQL language for        No need to learn a new query language
           support                      queries both for developers and end-user              - TopTier Query tools support what
                                                                                              users already know and experienced at.

           TopTier SQL                  TopTier SQL extension syntax is an additional         TopTier SQL Extension syntax can
           extension                    function to SQL that help developers and end-users    simplify and shorten user queries in
                                        leverage from the relationships defined in the        an order of magnitude
                                        TopTier Repository.

    Query Components                    A query or a navigation track can be saved as a
                                        query component that can seamlessly interact with
                                        all other components.

           Navigation                   User can drag any query Component on any other        End users with no understanding of
           with queries                 Component to get a filtered list.                     query syntax or SQL can use them to
                                                                                              navigate and filter data. The
                                                                                              administrator will create the queries
                                                                                              for the user.
</TABLE>

                                      19
<PAGE>


<TABLE>

<S>     <C>                          <C>                                                      <C>
                  Queries with       Query Components can hold parameters that upon           A query Component with parameters
                  parameters         calling it will ask the user to input values             created by the administrator provides
                                     to use in this query.                                    flexible usage for end users.

        Filter folder                Allows authors (and users) to filter data so that        Mechanism for intuitively filtering
                                     only data that matches a certain criteria is             data to focus end-users on
                                     displayed. Pre-defined filter and query components       subject-specific information.
                                     and HR Track components can be dragged into the
                                     sytem folder and applied globally.


Misc.
        Export to file               Ability to export any given screen with the entire       This feature along with the new
                                     result set of a navigation path to an Excel file.        printing capabilities provide a
                                                                                              richer solution for utilization
                                                                                              of the generated data set.

</TABLE>

                                      20
<PAGE>

<TABLE>
<CAPTION>
         Feature                                       Function                                        Benefit Comments
<S>                               <C>                                                           <C>
TopTier Development Environment   Contains all the tools required for modeling, testing and     Provides a complete, integrated
                                  deploying an enerprise wide HyperRelational-based             authoring environment for
                                  information system.                                           creating and managing
                                                                                                HyperRelational applications.

                                  Provides a convenient "virtual workspace" for developers      Provides an intuitive, tailored
                                  and end-users. The workspace "follows" the user so that       workspace with HyperRelational
                                  a user can log-in onto any machine to their personal          toolbars that end users will
                                  workspace with the appropriate security.                      and gain access utilize to
                                                                                                interact with their
                                                                                                HyperRelational-based enterprise
                                                                                                information system.
Develop

 Model Transporter                Reads the structure of a database, its tables, columns,       Makes the first step in building a
                                  indexes, primary and foreign keys and generates a             HyperRelational application
                                  TopTier repository consisting of objects, properties and      (transporting a data model into
                                  relations. Also creates HyperRelational components for        the Top Tier repository) as easy as
                                  web browsers.                                                 "point and click".  Model
                                                                                                Transporting only imports the
                                                                                                logical structure of the database,
                                                                                                not the data itself.

        Repository  Viewer        The window to the TopTier Repository that allows              By customizing the repository,
                                  customization of the Meta data.                               developer can control the way
                                                                                                information appears and behaves in
                                                                                                a HyperRelational application

        Relation Matrix           Provides Relations window for viewing, modifying and          Provides developer with
                                  defining new relationships between objects in the             relationship matrix in a visual
                                  Top Tier repository.                                          environment which makes
                                                                                                interacting with Top Tier
                                                                                                repository very easy and intuitive.

          Relations reports       Generates textual report containing a summary of one          Provides developer with hardcopy
                                  or all relations currently defined in the TopTier             reports for evaluating design and
                                  repository.                                                   sharing with other developers.

        Auto Complete             Automatically creates relationships between objects in        Generates all possible relationships
                                  the TopTier repository, particularly those that did not       between objects and enables
                                  have direct relationships in the database. Auto completion    HyperRelational Navigation between
                                  can be defined for all levels at once or one level at a       objects.
                                  time.

          Weighing relations      Defines the weight of relations between objects and           Provides developer a mechanism to
                                  allows control of path that will be used to                   optimize paths between objects in
                                  auto-complete complex relations.                              the same group as well as between
                                                                                                groups.  Proper weighting shortens
                                                                                                the development cycle and create
                                                                                                better HyperRelation applications.

Develop

   Component Editor               Components are the main navigational tool in a                A graphical easy to use editor for
                                  HyperRelational application. The Model Transporter            defining the appearance,
                                  wizard creates basic components which can be customized       properties and methods of the
                                  or regenerated by the developer from the Component Editor.    objects the end user will interact
                                                                                                with

        Form Editor               The development environment tools create basic forms          The Component Editor provides one
                                  for each component.  Using the Form Editor, developer         interface for designing all parts
                                  can customize them or create new ones in a WYSIWYG            that build a Component such as
                                  editor.                                                       forms, HTMLs, reports.

                  CSS support     Enhanced support for CSS in HyperRelational Template          It's easier to create customized
                                  generation. Items will be generated in the HTML               HyperRelational templates
                                  templates using their exact position as specified
                                  in the Form Editor.
</TABLE>

                                      21
<PAGE>

<TABLE>
<S>      <C>                       <C>                                               <C>
         Correlation Wizard        Imports Objects and Components from a remote      Allows developer to build a HyperRelational
                                   TopTier Server that represents different          application that provides user navigation
                                   datasources and correlates them to the            between different datasources.
                                   local system.


               Enhanced            Integrate a third party Distributed Query         Correlation now is faster, full featured and
               Correlation         Processor (such as MS DQP or ISG Navigator),      more flexible.
               Capabilities        that will provide more robust and optimized
                                   correlation capabilities for developers.

               Display data from   Imports Objects and Components from a remote      Developers can create forms displaying data
               multiple            TopTier Server that represent different           stored in disparate datasources and still have
               datasources         datasources. Then use fields from the remote      the power of point of view navigation to other
                                   server along with local fields to display         components.
                                   interrelated data coming from disparate data
                                   sources on one view.

Develop

         Web editing               Top Tier provides the developer with capability to customize the look and behavior of the
                                   Components on the web.

               Hyper Relational    A set of 8 Default HTML forms for displaying      Provides for quick development of the look and
               Templates           data on the web. Templates are generated          feel" of an HR application by generating a
               (HRT)               automatically during Model Transporting for       starter set of templates that can be used as is
                                   each HR component and can be regenerated at       or customized for specific user needs.
                                   anytime with the Component Editor. Generated
                                   templates include templates for finding,
                                   viewing, listing, adding and updating data
                                   records as well as templates for indicating
                                   general errors and the success or failure of
                                   add or update operations.

               FrontPage           Opening an HRT from the Component editor will     Finally WYZIWYG editing of HyperRelational
               Editing             invoke FrontPage as the default HTML editor.      templates with no additional cost.
                                   FrontPage will support HRNP tags. FrontPage
                                   express is part of the full installation of
                                   Internet Explorer 4.0 (which is distributed
                                   for free).

               TopTier Tags        Similar to HTML, HRNL (HyperRelational            Use existing WEB standards such as HTTP,
                                   Navigation Language) is based on tags.            browsers and Web server to provide a new
                                   Embedded in the HTMLtemplates, these tags         experience - Drag and Relate usage metaphor.
                                   enable HyperRelational navigation. The
                                   TopTier server replaces these tags with
                                   relevant data and sends it back to the
                                   client as normal HTML that is HyperRelational
                                   enabled. TopTier Tags include data tags,
                                   query tags, computational tags, extension
                                   tags and  other useful tags.

               Extensions tags     With TopTier extension tags developer can         Ability to integrate with and extend the
                                   display data in templates using COM objects       functionality of the TopTier Server with COM,
                                   (using Visual Basic script), ASP (Active          CGI or ASP.
                                   Server Pages) files, executables, or standard
                                   HTML pages that reside on another server.

Online Help and Books              On-line help system and documentation for         Integrated, comprehensive system makes TopTier
                                   developers and end-users.                         products even easier to understand and use.


Visual  cues                       Developer can provide visual cues that educates the user and simplify the Point of View
                                   Navigation experience.
</TABLE>

                                      22
<PAGE>

<TABLE>
<S>                                       <C>
                       HRNP Link          Ability to apply special formatting to highlight various types of HRNP links with
                       (Metalink)         different functions and to distinguish them from standard web HyperLinks.
                       differentiation
                       by font color and
                       Icon

Development

  Packager                                Create the toolbars and folders that developer elects to appear in the user's browser.
                                          Using the Packager wizard, developer package the software for distribution. The wizard
                                          creates an installation program which can be stored on a CD and use to deploy the
                                          HyperRelational application.

  Data Base support                       TopTier Server supports industry standard connectivity to corporate databases.

                       phase ii           Support for SQL 6.5  SQL 7.0 Oracle 7.x Oracle 8.0 DB2 5.x and Access

                       phase iii          Informix 7.x,  Sybase ASE 11.x, Oracle 8i

  Multi-user development                  Several developers can work on the same project concurrently.

         Feature                                                      Function

TopTier Software                          A Software Developer Kit (TopTier SDK) that defines how to make any third party
Developer Kit (SDK)                       application HyperRelational, by integrating the TopTier Server and Toolbar

Integration

  Server support for                      The TopTier Server is the back end support for enabling Point of view navigation in
  integration                             HyperRelational applications.


  TopTier Toolbar                         The Toolbar can now be integrated in a third party application either as an embedded
                                          ActiveX control or as a stand alone toolbar communicating with the application using COM.
                                          The toolbar can accommodate Components that represent sessions or forms in a third party
                                          application.

  HyperRelational enabling                The SDK exposes how to make a third party application HyperRelational and defines the APIs
  third party applications                required for communication with the TopTier Toolbar and Server.

<S>                                       <C>
                       HRNP Link          Provides developers a way to differentiate between various HyperRelational links so users
                       (Metalink)         can quickly identify and use all types of HR links for intuitive navigation.
                       differentiation
                       by font color and
                       Icon

Development
  Packager                                A simple wizard for deploying HyperRelational applications.

  Data Base support                       Allows an HR application developer to automatically provide intranet/extranet access to a
                                          variety of ODBC-compliant database from the major database vendors.

                       phase ii

                       phase iii


  Multi-user development                  Speed development by facilitating cooperative and coordinated project design

         Feature                                                                Benefit

TopTier Software                          For those customers or ISV/OEMs who wish to imbed TopTier's HyperRelational technology
Developer Kit (SDK)                       into their own applications, TopTier offers a comprehensive SDK. This offering includes
                                          all client, server and development tools and documentation needed to tailor or compose
                                          one's own TopTier Enterprise Integration Portal.

Integration

  Server support for
  integration


  TopTier Toolbar                         There are 2 ways to integrate TopTier Toolbar, embed the TopTier Toolbar in the third
                                          party application, or alternatively enable communication with it as a stand alone toolbar.
                                          Components, forms, sessions from all third party applications can be accessed from one
                                          TopTier toolbar

  HyperRelational enabling
  third party applications
</TABLE>

                                      23
<PAGE>

<TABLE>
<S>     <C>                       <C>                                                      <C>
               Sample             A complete walk through of how to turn an application       See how easy it is to HyperRelational
               application        into HyperRelational and integrate it with the TopTier      enable your application.
                                  Server including code examples.

        OLE DB Provider           OLE-DB is the Microsoft's standard next generation of       Third-party applications that have
                                  ODBC, implemented using COM interfaces and objects.         OLE-DB Connectivity  view TopTier
                                  This feature turns the TopTier Server into an OLE-DB        Server as a data source, thus
                                  Provider. OLE-DB stands for Object Linking and              leveraging the power of
                                  Embedding for Databases.                                    HyperRelational applications.
                                                                                              Turning the TopTier Server into an
                                                                                              OLE-DB Provider offers developers
                                                                                              the standard OLE-DB API as the API
                                                                                              to access our TopTier metadata
                                                                                              repository for HyperRelational
                                                                                              applications.

               OLE DB provider    Ability to send a query to the OLE DB Provider that         Third party applications can access
               support for        includes tables from disparate databases and get the        multiple data sources through one
               multiple           joined result from the TTServer.                            common OLE DB interface plus get the
               datasources                                                                    bonus of leveraging the power of
                                                                                              relationships defined in the TopTier
                                                                                              repository. It also provides the only
                                                                                              OLE DB interface to the Baan system.

</TABLE>

                                      24
<PAGE>

                                   EXHIBIT C

                            Maintenance and Support

         Baan shall, pursuant to Baan's standard software license and support
agreement ("SLSA"), enter into an agreement with End Users for the provision of
Maintenance and Support for the Licensed Software and Technology. Maintenance
and Support shall consist of First Line Support, Second Line Support and Third
Line Support, defined as follows:

         FIRST LINE SUPPORT ("FLS") means the provision of assistance to end-
         --------------------------
         users with regard to the supported products via telephone, fax,
         electronic mail or otherwise, including (i) identification of the
         source or cause of the support issue experienced by the end user (ii)
         whenever at its reach, directly provide a solution to the support issue
         received including fixed object and patch distribution, and, if
         applicable, (ii) escalation of the support issue to the Second Line
         Support.

         SECOND LINE SUPPORT ("SLS") means the provision of assistance via
         ---------------------------
         telephone, fax, electronic mail or otherwise with respect to the
         supported products, including (i) receiving and processing support
         issues relating to the supported products as identified and escalated
         by the FLS, (ii) characterizing and analyzing support issues, (iii)
         registry administration - and whenever possible - resolution of calls,
         (iv) clarification of functions and features of the supported products,
         (v) clarification of the end user documentation for the supported
         products, and (vi) guidance in the operation of the supported products.

         THIRD LINE SUPPORT ("TLS") means the follow up activities related to
         --------------------------
         support issues concerning the supported products as escalated by the
         SLS and which entail but are not limited to (i) further and detailed in
         depth analysis of the said support issues leading to a) well documented
         and accurate description of the support issue at stake, b) replication
         of the said support issue on a test system accepted by the Baan product
         engineering group c) documented case resolution path, (ii) deployment
         of efforts till the case is resolved either by means of a workaround or
         the intervention of product engineering.

As between Baan and TopTier, Baan shall provide FPOC and FLS to End Users and
TopTier shall provide SLS and TLS to Baan only, and not to End Users; except in
the case where the support request relates to problems not solved in standard
patches or updates, in which case TopTier shall provides such SLS and TLS
directly to End Users. Baan shall provide TopTier with access to its internal
support system throughout the term of this Agreement.

Baan shall properly train its support personnel in order for it to be able to
fulfill its support obligations hereunder.

                                      25
<PAGE>

                                   EXHIBIT D

                               Escrow Agreement


                                  SourceFlex

                           Software Escrow Agreement

This contract is a two-party agreement between SourceFile and the software
developer. End-users may sign on to this agreement as they license the
technology from the developer. The SourceFlex contract provides the opportunity
to serve all licensees of a particular software developer for one or more
systems.

                  Developer<---------------------->SourceFile

                            Licensee 1 - Deposit A

                                       - Deposit B

                            Licensee 2 - Deposit A

                                         Deposit C

                            Licensee 3 - Deposit C

                                      26
<PAGE>

                                  SOURCEFLEX
                                  ----------
                     SOFTWARE SOURCE CODE ESCROW AGREEMENT
                       SOURCEFILE ACCOUNT NUMBER:  7965
                                                   ----

1.   PARTIES.
     --------

     This Software Source Code Escrow Agreement, ("Agreement") effective as of
     the last date next to the signatures below, is between SourceFile LLC, a
     California limited liability company doing business as SourceFile
     ("SourceFile") located at 2201 Broadway, Suite 703, Oakland, California
     94612, TopTier Software, Inc, located at 6203 San Ignacio, Suite 101, San
     Jose, California 95119 ("Depositor"), and each Beneficiary described in
     Paragraph 3.4 (each a "Beneficiary", collectively the "Beneficiaries").

2.   RECITALS.
     ---------

  2.1.   Depositor licenses software to Beneficiaries in object code form (the
         "Software") pursuant to software license agreements (each a "License
         Agreement", collectively the "License Agreements"). The Software in
         source code form (the "Source Code"), including all relevant
         commentary, explanation, documentation, and instructions to understand,
         maintain, correct, complete, duplicate and compile the Source Code, and
         revisions to the Source Code is collectively hereinafter defined as the
         "Source Material". The Software and Source Material are the proprietary
         and confidential information of Depositor, and Depositor desires to
         protect such ownership and confidentiality. A description of the
         Software subject to this Agreement as of the date hereof is attached
         hereto as Exhibit "A." With the addition of new Beneficiaries pursuant
                   ------------
         to paragraph 3.4, a description of the software (the "Software
            -------------
         Package" or "Software Packages") subject to this agreement must be
         noted in Exhibit "B" for each respective new Beneficiary.
                  -----------

  2.2.   The purpose of this Agreement is to establish an escrow to protect
         Depositor's ownership and confidentiality of the Software and Source
         Material and to protect Beneficiary's legitimate use of the Software by
         assuring the availability of the Source Material in the event certain
         conditions set forth in Section 3.5 of this Agreement occur.
                                 -----------

  2.3.   The parties desire that this Agreement be an agreement supplementary to
         the License Agreement pursuant to the United States Bankruptcy Code (S)
         365 (n).

  2.4.   In consideration of the mutual covenants and conditions contained in
         this Agreement, the parties agree as follows.

3.   SOURCE MATERIAL ESCROW PROCEDURES.
     ----------------------------------

  3.1.   Delivery of Source Material and Updates to SourceFile.  Depositor shall
         -----------------------------------------------------
         deliver to SourceFile a sealed parcel that contains the Source Material
         (the "Parcel"). Depositor

                                      27
<PAGE>

         shall also deliver to SourceFile all Source Material updates,
         revisions, and/or new versions (each an "Update", collectively
         "Updates") within thirty (30) days of the release of Software for such
         Update, which shall be added to and become part of the Parcel and the
         Source Material. Depositor shall send to SourceFile a duplicate Parcel
         within three (3) days after receiving written notice from SourceFile
         that the Source Material or any Update has been destroyed or damaged.
         With each delivery of the Source Material and Update, Depositor agrees
         to provide the information specified in Exhibit A, "Description of the
                                                 ----------
         Software," a copy of which is attached hereto and incorporated herein
         by reference. Title and ownership of the media upon which the Source
         Material is stored, exclusive of the Source Material itself, shall vest
         with SourceFile upon delivery of the Parcel.

        3.1.1.  Delivery of Encrypted Updates to SourceFile. Depositor shall
                --------------------------------------------
                have the option to encrypt Updates ("Encrypted Update") and,
                pursuant to acceptable instructions from SourceFile, transmit
                the Encrypted Update over the Internet to SourceFile's File
                Transfer Protocol site ("FTP Site").

        3.1.2.  SourceFile shall not be liable to Depositor or Beneficiary for
                any Encrypted Update, or any part thereof, that is transmitted
                over the Internet to SourceFile's FTP Site but is not received
                in whole or in part, or for which no notification of receipt is
                given pursuant to Section 3.2.

  3.2.   Acknowledgement of Receipt by SourceFile.  SourceFile shall promptly
         -----------------------------------------
         notify Depositor and Beneficiary of receipt of the Parcel, Updates and
         Encrypted Updates. Notification of receipt of the Parcel will be sent
         via certified mail, return receipt requested or by private delivery
         service such as Federal Express, Airborne, United Parcel Service, or
         DHL Worldwide Express. Notification of receipt of each Update and
         Encrypted Update will be promptly sent by E-Mail to the E-mail address
         described in the Notices section of this Agreement, and posted to a
         page at SourceFile's web site (http:\\www.sourcefile.com) reserved for
         Depositor and Beneficiary. SourceFile shall provide Depositor and
         Beneficiary with a user identification name and password as required to
         access said page, and notice shall be effective upon delivery of such
         user identification name and password, and verification by SourceFile
         that receipt of the Update has been posted to said page. SourceFile
         shall not be responsible for procuring the delivery of the Source
         Material in the event of failure by the Depositor to do so.

  3.3.   Record Keeping, Storage, Copies and Inspection of Source Material.
         -----------------------------------------------------------------
         SourceFile shall have no obligation to determine the completeness,
         accuracy or physical condition of the contents of the Parcel, or
         whether the Parcel contains the Source Material. SourceFile shall
         maintain complete written records of all materials deposited by
         Depositor pursuant to this Agreement. Depositor and Beneficiary shall
         be entitled at reasonable times during normal business hours and upon
         reasonable notice to SourceFile to inspect the records that SourceFile
         maintains pursuant to this Agreement, and to inspect the facilities of
         SourceFile and the physical condition of the Source Material.

                                      28
<PAGE>

  3.4.   Qualified Beneficiaries.  Beneficiary shall have the right to enforce
         -----------------------
         the Source Material Release Procedure described in Paragraph 3.6 only
         if (i) Beneficiary is a party to a License Agreement with the Depositor
         that is in force and not in default by Beneficiary, and (ii) all fees
         are paid to SourceFile. All other licensees of the Software shall have
         no rights hereunder and SourceFile shall have no duties to such
         licensees. Beneficiaries may be added upon written notice to SourceFile
         and execution and delivery by such new Beneficiary of Exhibit "B". Each
                                                               ------------
         new Beneficiary shall be bound by the terms and conditions of this
         Agreement only if such Beneficiary has sent to SourceFile a fully
         executed copy of the form of acknowledgement attached hereto as Exhibit
                                                                         -------
         "B" in which Beneficiary accepts the terms and conditions of this
         ---
         Agreement. A schedule of Beneficiaries effective as of the date of this
         Agreement is attached hereto as Exhibit "C".
                                         ------------

  3.5.   Release Conditions.  The following events shall be considered "Release
         ------------------
         Conditions".

        3.5.1.  Depositor requests in writing that SourceFile release the Source
                Material to Beneficiary;

        3.5.2.  Depositor is unwilling or unable to support or maintain the
                Software in breach of its License Agreement with Beneficiary
                after receipt of written notice of breach from Beneficiary and
                after any cure period has ended;

        3.5.3.  [OPTIONAL] The appointment of a receiver for Depositor, or any
                other proceeding involving insolvency or the protection of or
                from creditors, and the same has not been discharged or
                terminated without any prejudice to Beneficiary's rights or
                interests under the License Agreement within thirty (30) days;

        3.5.4.  [OPTIONAL] Depositor has ceased its ongoing business operations,
                or has ceased the sale, licensing, maintenance or other support
                of the Software and no successor of Depositor has undertaken the
                sale, licensing, maintenance and/or support of the Software; or

        3.5.5.

  3.6.   Source Material Release Procedures.  SourceFile shall hold the Parcel
         ----------------------------------
         pursuant to the following terms and conditions.

        3.6.1.  In the event SourceFile is notified in writing of a Release
                Condition (the "Release Condition Notice"), and provided that
                SourceFile has been paid all fees and costs then due and owing,
                then SourceFile shall promptly deliver a copy of the Release
                Condition Notice to Depositor.

        3.6.2.  If SourceFile does not receive Contrary Instructions (defined
                below) from Depositor in response to the Release Condition
                Notice within thirty (30) days of

                                      29
<PAGE>

                SourceFile's delivery to Depositor of the Release Condition
                Notice, then SourceFile shall deliver a copy of the Source
                Material to Beneficiary. "Contrary Instructions" are defined as
                Depositor's written notice to SourceFile with a copy to the
                subject Beneficiary, stating that the Release Condition has not
                occurred or has been cured.

        3.6.3.  If SourceFile receives Contrary Instructions from Depositor
                within thirty (30) days of SourceFile's delivery to Depositor of
                the Release Condition Notice, then SourceFile shall not deliver
                a copy of the Source Material to the Beneficiary, but shall
                continue to hold the Parcel until: (1) otherwise directed by the
                Depositor and Beneficiary jointly in writing; (2) five (5)
                business days after SourceFile has received a copy of an order
                or judgment of a court of competent jurisdiction directing
                SourceFile as to the disposition of the Source Material; or (3)
                five (5) business days after SourceFile has received a copy of
                the final decision of the arbitrator directing SourceFile as to
                the disposition of the Source Material.

  3.7.   Limitations on Beneficiary Use of Source Material.  Upon release of the
         -------------------------------------------------
         Source Material to Beneficiary, Beneficiary shall use the Source
         Material only for the purposes authorized by the License Agreement and
         for no other purpose. Beneficiary further agrees that the Source
         Material is confidential information, and that Beneficiary shall not
         disclose such confidential information to any person or entity.
         Beneficiary shall instruct its personnel to keep the Source Material
         confidential by using the same care and discretion that they use with
         similar data designated by Beneficiary as confidential. Beneficiary
         shall maintain the Source Material in a safe, secure location when not
         in use and shall immediately destroy the Source Material in the event
         Beneficiary's rights under the License Agreement terminate.

4.   TERM AND TERMINATION.
     ---------------------

  4.1.   Term of Agreement.  This Agreement shall have an initial term of
         -----------------
         three (3) years from the date hereof unless earlier terminated as
         provided herein. The term shall be automatically renewed on a yearly
         basis thereafter, unless Depositor, Beneficiary, or SourceFile notifies
         the other parties in writing at least forty-five (45) days prior to the
         end of the then current term of its intention to terminate this
         Agreement.

  4.2.   Termination of Agreement.  This Agreement shall terminate upon the
         ------------------------
         occurrence of any of the following.

        4.2.1.  Upon notice after the initial term pursuant to Paragraph 4.1 or
                after an increase of fees and costs pursuant to Section 5;

        4.2.2.  Upon release of the Source Material pursuant to Section 3;

                                      30
<PAGE>

        4.2.3.  Upon termination of the License Agreement of a Beneficiary, then
                this Agreement shall terminate as to that Beneficiary;

        4.2.4.  In the event of non-payment of fees due SourceFile; provided,
                however that in such event SourceFile shall provide written
                notice of non-payment to all parties to this Agreement. If the
                amount past due is not received in full within thirty (30) days
                of the date of said notice, then SourceFile shall have the right
                to terminate this Agreement by sending written notice of
                termination to all parties; provided, however that if payment is
                due from a Beneficiary and not from Depositor, then this
                Agreement shall terminate as to that Beneficiary only.
                SourceFile shall have no obligation to take any action under
                this Agreement so long as any amount due SourceFile remains
                unpaid. Any party may cure past amounts due, whether or not
                obligated under this Agreement.

  4.3.   Return of Source Material.  In the event of termination of this
         -------------------------
         Agreement, SourceFile shall return any Source Material in its
         possession to Depositor forthwith. If SourceFile is unable to locate
         Depositor, after reasonable attempts to do so within 90 days from the
         date of termination of this Agreement, then SourceFile will destroy the
         Source Material.

  4.4.   Survival of Terms.  In the event of termination of this Agreement, the
         -----------------
         rights and obligations of the parties shall terminate, other than the
         obligation of Depositor and/or Beneficiary to pay SourceFile all fees
         and costs then due, and the obligations of Depositor and Beneficiary
         pursuant to Paragraph 3.8 (Limitations on Beneficiary Use of Source
         Material, page 4), Section 9 (Confidentiality; Restriction on Access to
         Source Material; Copies), Section 10 (Limitation of Liability of
         SourceFile), Section 12 (Arbitration of Disputes) and Section 13.7
         (Attorney's Fees).

5.   COMPENSATION OF SOURCEFILE.
     ---------------------------

     Depositor and/or Beneficiary shall pay SourceFile for its services rendered
     hereunder in accordance with SourceFile's then current schedule of fees and
     costs, a copy of which is attached hereto as Exhibit "D," subject to
                                                  ----------
     Depositor's or Beneficiary's obligation for fees and costs described in
     Exhibit "B." SourceFile may increase its fees and costs annually, but in
     -----------
     such event Depositor and/or Beneficiary may terminate this Agreement by
     giving SourceFile written notice of termination within thirty (30) days of
     notice of such increase, whereupon termination shall be effective thirty
     (30) days after delivery of written notice of termination.

6.   REPRESENTATION AND WARRANTIES OF DEPOSITOR.
     -------------------------------------------

    Depositor represents and warrants the following:

    6.1. The Source Material as delivered to SourceFile is capable of being used
         to generate the latest version of the Software and that the Depositor
         shall deliver further copies as and when necessary. The Source Material
         shall contain all information in human-readable

                                      31
<PAGE>

     form and on suitable media to enable a reasonably skilled programmer or
     analyst to understand, maintain and correct the Software without the
     assistance of any other person.

6.2. Depositor has the right to possess the Source Material, free and clear of
     any liens, security interests, or other encumbrances;

6.3. Depositor shall deliver a duplicate Parcel within 3 10 days of receipt of a
     notice served upon it by SourceFile under the provisions of Clause 3.1;

6.4. Depositor owns or has licensed the Intellectual Property Rights in the
     Source Code and has the right and authority to grant SourceFile and
     Beneficiary the rights granted by Depositor to SourceFile and Beneficiary
     in this Agreement;

6.5. The Source Material is a copy of Depositor's proprietary information
     corresponding to that described in Exhibit "A", is readable from the media
     upon which it is written as deposited and, unless the Source Material or
     any part thereof is transmitted to SourceFile under the terms and
     conditions of the Encryption Update Rider, is not encrypted.

7. TECHNICAL VERIFICATION.
   -----------------------

   7.1. Upon the Source Code being deposited with SourceFile, SourceFile shall
        perform those tests in accordance with its Standard Technical
        Verification Service from time to time and shall provide a copy of the
        test report to the parties to this Agreement.

   7.2. Beneficiary shall be entitled to require that SourceFile carry out a
        Full Verification. Any reasonable charges and expenses incurred by
        SourceFile in carrying out a Full Verification will be paid by the
        Beneficiary.

   7.3. Subject to the provisions of Clauses 7.1 and 7.2, SourceFile shall bear
        no obligation or responsibility to any person, firm, company or entity
        whatsoever to determine the existence, relevance, completeness,
        accuracy, effectiveness or any other aspect of the Source Material.

8. INTELLECTUAL PROPERTY RIGHTS.
   -----------------------------

   The release of the Source Material to the Beneficiary will not act as an
   assignment of any Intellectual Property Rights that the Depositor possesses
   in the Source Code.

9. CONFIDENTIALITY; RESTRICTION ON ACCESS TO SOURCE MATERIAL; COPIES.
   ------------------------------------------------------------------

   SourceFile acknowledges that the Parcel contains proprietary information of
   Depositor and that SourceFile has an obligation to preserve and protect that
   confidentiality. Except as otherwise required to carry out its duties
   hereunder, SourceFile shall not permit any

                                      32
<PAGE>


     SourceFile employee, Beneficiary or any other person access to the Source
     Material except as otherwise provided herein, unless consented to in
     writing by Depositor. Depositor grants SourceFile the right and authorizes
     SourceFile to make copies of the Source Material and deliver a copy of the
     Source Material to Beneficiary as required to perform its obligations
     hereunder. Except as expressly provided herein, SourceFile shall not
     divulge, disclose or otherwise make available to third parties, or make any
     use of whatsoever of the Parcel, or of any information provided to it by
     Depositor in connection with this Agreement, without the express prior
     written consent of Depositor. This obligation will continue indefinitely
     notwithstanding the termination of this Agreement.

10.  LIMITATION OF LIABILITY OF SOURCEFILE.
     --------------------------------------

     SourceFile may act in reliance only on receipt of written notice, in an
     instruction or request furnished to SourceFile hereunder signed or
     presented by a person apparently authorized to act on behalf of Depositor
     or Beneficiary, as evidenced by inclusion of his or her name In Exhibit __,
     Authorized Persons. and all employees of Depositor and Beneficiary are
     conclusively deemed to have such authority. No action or claim against
     SourceFile arising under this Agreement may be instituted more than one (1)
     year after the event giving rise to such action or claim. SourceFile shall
     not be liable for any special, incidental, or consequential damages
     (including lost profits) arising out of this Agreement even if SourceFile
     has been apprised of the possibility of such damages.

11.  INDEMNIFICATION OF SOURCEFILE.
     ------------------------------

     Depositor and Beneficiary shall jointly and severally indemnify, defend and
     hold harmless SourceFile and its agents and employees (collectively
     "SourceFile") from any and all claims, demands, liability, costs and
     expenses, including attorney's fees, incurred by SourceFile directly or
     indirectly arising from or relating to the Source Material and/or
     SourceFile's performance of its duties under this Agreement; provided,
     however that this indemnity shall not extend to SourceFile's actual fraud,
     negligence, willful or reckless misconduct.

12.  NOTICES.
     --------

     Except as otherwise provided herein for notice of Updates posted to a page
     at SourceFile's web site pursuant to Paragraph 3.2, all notices, requests,
     demands, or other communications under this Agreement shall be in writing.
     Notice shall be sufficiently given for all purposes as follows:

     12.1.  Personal Delivery. When personally delivered to the recipient.
            -----------------
            Notice is effective on delivery.

     12.2.  Certified Mail. When mailed certified mail, return receipt
            --------------
            requested. Notice is effective on receipt, if delivery is confirmed
            by a return receipt.

     12.3.  Overnight Delivery. When delivered by private overnight delivery
            ------------------
            service such as Federal Express, Airborne, United Parcel Service, or
            DHL Worldwide Express, charges

                                      33
<PAGE>


          pre-paid or charged to the sender's account. Notice is effective on
          delivery, if delivery is confirmed by the delivery service.


          TO DEPOSITOR: Top Tier Software, Inc.

             Street:  6203 San Ignacio Ave., Suite 101
                      -----------------------------------
             City, State, Zip: San Jose, CA 95119
                               --------------------------
             Phone: 408-360-1700
                    -------------------------------------
             Facsimile: 408-360-1703
                        ---------------------------------
             E-Mail: www.toptier.com
                     ------------------------------------

          TO SOURCEFILE:


                              2201 Broadway, Suite 703
                              Oakland, California 94612
                              Attn: Client Services
                              Phone: 510.419.3888
                              Facsimile: 510.419.3875
                              E-Mail: escrow@sourcefile.com
                                      ---------------------

TO BENEFICIARY:  As set forth in Exhibits "B" or "C".

     12.4.  Any correctly addressed notice that is refused, unclaimed, or
            undeliverable because of an act or omission of the party to be
            notified shall be deemed effective as of the first date that said
            notice was refused, unclaimed, or deemed undeliverable by the postal
            authorities, messenger, or overnight delivery service.

     12.5.  Any party may change its address or facsimile number by giving the
            other party notice of the change in any manner permitted by this
            Agreement.

13. ARBITRATION OF DISPUTES.
    ------------------------

    Any controversy or claim relating to this Agreement (whether contract, tort,
    or both), or the breach of this Agreement shall be settled by arbitration
    administered by the American Arbitration Association under its commercial
    arbitration rules at its San Francisco, California office, and judgment on
    the award rendered by the arbitrator(s) may be entered in any court having
    jurisdiction thereof.

14. MISCELLANEOUS PROVISIONS.
    -------------------------

    14.1.  Entire Agreement; Acknowledgement. This Agreement and all agreements,
           ---------------------------------
           exhibits, and schedules referred to in this Agreement constitute the
           final, complete and exclusive statement of the terms of the Agreement
           between the parties pertaining to the subject matter of this
           Agreement and supersedes all prior and contemporaneous understandings
           or agreements of the parties. No party has been induced to enter into
           this Agreement by,

                                      34
<PAGE>

       nor is any party relying on, any representation or warranty outside
       those expressly set forth in this Agreement. This Agreement has been
       explained to each of the parties by their respective attorneys and the
       parties acknowledge that it is executed voluntarily with full knowledge
       of its significance.

14.2.  Modification of Agreement. This Agreement may be supplemented, amended
       -------------------------
       or modified only by the mutual agreement of the parties. No supplement,
       amendment, or modification of this Agreement shall be binding unless it
       is in writing and signed by all parties.

14.3.  Ambiguities. Each party and its counsel have participated fully in the
       -----------
       review and revision of this Agreement. Any rule of construction to the
       effect that ambiguities are to be resolved against the drafting party
       shall not apply in interpreting this Agreement.

14.4.  Waiver.  No waiver of a breach, failure of a condition, or any right or
       ------
       remedy contained in or granted by the provisions of this Agreement shall
       be effective unless it is in writing and signed by the party waiving the
       breach, failure, right, or remedy. No waiver of any breach, failure,
       right, or remedy shall be deemed a waiver of any other breach, failure,
       right or remedy, whether or not similar, nor shall any waiver constitute
       a continuing waiver unless the writing so specifies.

14.5.  Headings.  The headings in this Agreement are included for convenience
       --------
       only and shall neither effect the construction or interpretation of any
       provision in this Agreement nor effect any of the rights or obligations
       of the parties to this Agreement.

14.6.  Necessary Acts, Further Assurances.  The parties shall at their own cost
       ----------------------------------
       and expense execute and deliver such further documents and instruments
       and shall take such other action as may be reasonably required or
       appropriate to carry out the intent and purposes of this Agreement.

14.7.  Attorney's Fees.  In any litigation, arbitration or other proceeding by
       ---------------
       which one party either seeks to enforce its rights under this Agreement
       (whether in contract, tort, or both) or seeks a declaration of any rights
       or obligations under this Agreement, the prevailing party shall be
       awarded reasonable attorney's fees, together with any costs and expenses,
       to resolve the dispute and to enforce the final judgment.

14.8.  Due Authorization.  Each party represents and warrants that the
       -----------------
       execution, delivery and performance of this Agreement has been duly
       authorized by all necessary corporate, partnership, or limited liability
       company action.

14.9.  No Third Party Rights.  This Agreement is made solely for the benefit of
       ---------------------
       the parties to this Agreement and their respective permitted successors
       and assigns, and no other person or entity shall have or acquire any
       right by virtue of this Agreement.

                                      35
<PAGE>

14.10.  California Law.  This Agreement shall be governed by and construed in
        --------------
        accordance with the laws of the State of California.

14.11.  Severability.  If a court of competent jurisdiction holds any provision
        ------------
        of this Agreement to be illegible, unenforceable, or invalid in whole or
        in part for any reason, such provision shall be modified or eliminated
        to the minimum extent necessary and the validity and enforceability of
        the remaining provisions, or portions of them, will not be affected.

14.12.  Counterparts.  This Agreement may be executed in any number of
        ------------
        counterparts, each of which shall be an original, but all of which
        together shall constitute one instrument.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date below the signatures.

DEPOSITOR                           SourceFile
---------                           ----------
                                    SourceFile LLC, A California limited
                                    liability company

By: /s/ Shai Agassi                 By: /s/ Linda Romero
    ---------------------               ---------------------------
Name: Shai Agassi                   Name: Linda Romero
     --------------------                 -------------------------
Title: Chairman and CEO             Title: Director of Operations
      -------------------                  ------------------------
Date: 12-22-99                      Date: 12-22-99
      -------------------                --------------------------

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