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                                    CONFIDENTIAL

                          PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made this 30th day
of December, 1999 between PROTEGE SOFTWARE LIMITED, whose principal place of
business is Kinetic Centre, Theobald Street, Borehamwood, Hertfordshire WD6
4PJ (the "Contractor") and CHANGEPOINT CORPORATION of 1595 Sixteenth Avenue,
Suite 700, Richmond Hill, Ontario, Canada  L4B 3N9 (the "Client Company") who
agree as follows:

1.   TERM

     The term of this Agreement shall begin on February 1, 2000  (the "Effective
     Date") and shall end when this Agreement is terminated in accordance with
     Clause 7.

2.   PROFESSIONAL SERVICES

     (a)  The Contractor agrees to act as General Manager for the Client Company
          and to perform the professional services specified in Schedule A, and
          elsewhere in this Agreement as modified from time to time by mutual
          agreement of the parties (the "Professional Services").

     (b)  The Contractor shall in all cases act in a professional manner and
          shall perform the Professional Services in a manner which conforms to
          the standards, specifications and other reasonable requirements agreed
          between the parties.

     (c)  The Contractor agrees to submit the weekly and the monthly progress
          reports to the Client Company set out in Schedule A and such other
          reports as may be reasonably requested by the Client Company.

     (d)  The Contractor shall report to the President and Chief Executive
          Officer or, in his/her absence, the Chief Financial Officer or Vice
          President, Business Development, who shall act as the authorised
          liaison point on behalf of the Client Company.

     (e)  The Contractor may attend executive meetings of the Client Company.
          The Contractor and Client Company will agree upon the method of such
          attendances,

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          which methods may include attendances by teleconference, telephone,
          or in person attendances.

     (f)  Within six (6) weeks following the Effective Date, the Contractor will
          develop a business plan for the Subsidiary (as defined in Schedule A)
          or, as the case may be, any Other Entities (as defined in Schedule A)
          (the business plan for such entities is referred to as the "ELP").
          The ELP shall contain, among other things, a detailed sales and
          marketing plan for the sales and licensing of the Client Company's
          professional services automation software currently known as Front
          Office for IT (this software and new releases and versions thereof
          together with other products which the Contractor and the Client
          Company agree will form part of this Agreement are referred to herein
          as the "Product").  The ELP shall also contain cash flow projections
          for the Subsidiary and Other Entities including a list of all budgeted
          costs, expenses and income for the Subsidiary and Other Entities as
          well as the other information set out in Schedule A. Upon approval by
          the Client Company, the ELP shall be deemed to be incorporated herein.

     (g)  The Contractor agrees to manage the Subsidiary and Other Entities in
          accordance with the terms of the ELP.  During the term of this
          Agreement, either party may request changes to the ELP.  The other
          party will not unreasonably refuse to agree to such changes.  Pending
          approval for any change, the parties will act in accordance with the
          latest approved ELP.

3.   CONTRACTOR'S REWARD

     The Client Company guarantees that the Subsidiary shall reward the
     Contractor for performing the Professional Services in accordance with the
     provisions of Schedule B.

4.   FINANCING OF SUBSIDIARY

     The Client Company shall transfer in cleared funds to the Subsidiary or, as
     the case may be, any Other Entities within seven (7) days after the end of
     each calendar month an amount equal to one hundred per cent (100%) of all
     costs reasonably incurred by the Subsidiary and such Other Entities, which
     have either been approved within the agreed ELP or otherwise agreed to by
     the Client Company in writing or by e-mail.  The Contractor will on behalf
     of the Subsidiary keep records of and receipts for all costs incurred by
     the Subsidiary and such Other Entities and will provide copies of such

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     records to the Client Company upon reasonable request.  All such records
     will be the property of Subsidiary.

5.   PROPRIETARY INFORMATION

     (a)  All intellectual property rights including copyrights, designs and
          registered designs, patents, trade secrets, trade marks and other
          proprietary rights (the foregoing are referred to as "Intellectual
          Property Rights") in any intellectual property arising from the
          Professional Services including the ELP shall be owned by the Client
          Company and shall be considered to be part of its Proprietary
          Information (as that term is defined in clause 6(b)).  However,
          provided that the ELP of the Client Company or the Subsidiary is not
          disclosed or used to or for the benefit of any third party, the
          Contractor may reuse the ELP and the know-how used in preparing the
          ELP for the benefit of its other clients, except for a Client
          Competitor (as that term is defined in clause 6(e)), without the
          requirement to make any payments or to obtain any further consents
          from the Client Company to do so. The Client Company agrees only to
          use the ELP for its business purposes including those of its
          subsidiaries and affiliates of the Client Company.  During the term of
          this Agreement, the Client Company agrees not to use the ELP for the
          purpose of establishing a subsidiary or other affiliate of Client
          Company in the Territory for the licensing or sale of the Products in
          competition with the Subsidiary or Other Entities.  As used herein,
          the term "affiliate" means with respect to any person, any other
          person directly or indirectly controlling, controlled by, or under
          common control with such first person and for this purpose the term
          "control" means DE FACTO control including having the power to direct
          the affairs of a person by reason of the ownership of or controlling
          the right to vote sufficient number of shares of voting stock, or to
          direct the general management of the affairs of such person by
          contract or otherwise.

     (b)  Unless otherwise agreed to in writing by the parties, any work
          products (the "Work Products") including without limitation documents,
          plans (including business, marketing and financial plans and the ELP),
          customer lists, compilations of information, databases, and computer
          software developed by Contractor for or on behalf of the Client
          Company or furnished to the Client Company as part of the Professional
          Services and all Intellectual Property Rights therein shall be owned
          by the Client Company and shall be deemed to form part of the
          Proprietary

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          Information of the Client Company.

     (c)  The Subsidiary shall be the owner of all word, symbols, logos,
          indicia of origin, and other trade marks used by the Subsidiary,
          other than those which are trade marks of the Client Company, which
          trade marks shall remain the property of the Client Company.
          However, nothing herein shall transfer to the Subsidiary or the
          Client Company the trade mark "Protege" or any words, symbols,
          logos, indicia of origin, and other trade mark used by the
          Contractor as of the date hereof. This provision shall survive the
          termination of this Agreement.

     (d)  Each party acknowledges that it may be furnished with or may otherwise
          receive or have access to confidential or proprietary information
          which belongs to or relates to the other party's business or the
          business of its affiliates (including in the case of Client Company,
          the Subsidiary and Other Entities), including (without limitation)
          past, present or future business plans, marketing plans, products,
          software, research, development, inventions, processes, techniques,
          design or other technical information and data (the "Proprietary
          Information").

     (e)  Each party agrees to preserve and protect the confidentiality of the
          other party's Proprietary Information and all forms thereof, whether
          disclosed to it before this Agreement is signed or afterwards.  In
          addition, each party agrees that it shall not disclose or disseminate
          the other party's Proprietary Information to any third party and shall
          not use such Proprietary Information for its own benefit or for the
          benefit of any third party (other than in furtherance of the goals of
          the party to whom the Proprietary Information belongs or relates).
          Notwithstanding the foregoing, the Client Company may disclose the
          Proprietary Information of the Contractor to employees, officers and
          directors of the Client Company and its affiliates and their
          professional advisors for use solely in conjunction with the business
          of the Client Company and its affiliates.

     (f)  The foregoing obligations shall not apply to any information which the
          recipient can prove:

          (i)   is previously publicly known at the time of receipt from the
                other party or which subsequently becomes publicly known through
                no act or fault of the recipient;

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          (ii)  was independently developed by it without resort to the
                Proprietary Information of the other party; or

          (iii) disclosures which are required by law, however, the party making
                the disclosure will notify the other party before a disclosure
                is made and use reasonable efforts to have such information
                remain confidential.

     (g)  Within 30 days after the termination of this Agreement or such other
          period as the parties may agree, each party shall return to the other
          all materials embodying the Proprietary Information of the other in
          its possession or control and shall confirm that all copies of such
          materials have been permanently deleted from its computer systems.

     (i)  This Clause 5 shall survive the termination of the Agreement.

6.   WARRANTIES AND COVENANTS

     (a)  The Contractor warrants and covenants that:

          (i)   it is able to perform the Professional Services;

          (ii)  it has the know how and expertise to provide the Professional
                Services and it will use such know how and expertise to assist
                the Subsidiary in achieving the objectives set out in the ELP;

          (iii) it will use reasonable efforts to provide and transfer to the
                Subsidiary expertise related to marketing, promoting, and
                distributing software products and services in the Territory;

          (iv)  any information or materials including Work Products it
                discloses to the Client Company, the Subsidiary or Other
                Entities shall not be in any way be based upon any confidential
                or proprietary information from any third party, unless the
                Contractor is specifically authorised in writing by such source
                to use and disclose such proprietary information;

          (v)   if the Client Company, Subsidiary or Other Entity incurs any
                liability or expense as a result of any warranty which the
                Contractor makes in this Agreement not being true, the
                Contractor shall indemnify such persons and

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                hold them harmless against all such liability or expense
                including reasonable attorney/solicitor's fees, provided that
                the Client Company notifies the Contractor of the claim and
                co-operates with the Contractor in defending it against the
                claim.  Each party shall notify the other if it ever becomes
                aware of any such claim;

          (vi)  it shall not infringe any Intellectual Property Right or moral
                right of any third party in the performance of its obligations
                hereunder and the Work Products developed or delivered by the
                Contractor will not infringe or violate any Intellectual
                Property Right or moral right of any third party; and

          (vii) it shall perform the Professional Services in a competent,
                diligent, professional and careful manner and discharge its
                obligations to the Subsidiary honestly and in good faith and
                with a view to the best interests of the Subsidiary.

     (b)  The Client Company warrants and covenants that:

          (i)   it is entitled to appoint the Contractor to perform the
                Professional Services in the Territory (as defined in Schedule
                C);

          (ii)  any information or materials it discloses to the Contractor
                shall not in any way be based upon any confidential or
                proprietary information from any third party, unless the Client
                Company is specifically authorised in writing by such source to
                use such proprietary information;

          (iii) if the Contractor incurs any liability or expense as a result of
                any warranty which the Client Company makes in this Agreement
                not being true, the Client Company shall indemnify the
                Contractor and hold it harmless against all such liability or
                expense, including reasonable attorney/solicitor fees, provided
                that the Contractor notifies the Client Company of the claim and
                co-operates with the Client Company in defending it against the
                claim.  Each party shall notify the other if it ever becomes
                aware of any such claim; and

          (iv)  the Client Company will not unreasonably withhold the supply of
                Product

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                                      -7-

                to the Subsidiary or Other Entities.

      (c) The Client Company will defend (or at its option) settle any claim or
          action brought against the Contractor to the extent that it is based
          on a claim that (i) the performance of the obligations of the Client
          Company or the provision of information to the Contractor or any
          product supplied by the Subsidiary, any Other Entity, or the Client
          Company, infringes any Intellectual Property Right of any third
          person, or (ii) any claim or action brought against the Contractor to
          the extent that it is based on a claim that the Products suffers from
          a design or manufacturing defect or is defective, dangerous or
          otherwise faulty (a "Claim") and will indemnify the Contractor against
          damages and costs awarded against the Contractor by a court of
          competent jurisdiction by final order from which no appeal is taken or
          the time for appealing has expired, provided that the Contractor
          notifies the Client Company promptly in writing of same, and provided
          further that the Contractor permits the Client Company to control the
          litigation and to defend, compromise or settle the Claim and provides
          all available information, assistance and authority to enable the
          Client Company to do so.  The Client Company shall not be liable to
          reimburse the Contractor for any compromise or settlement made by the
          Contractor without the Client Company's prior written consent, or for
          any legal fees or expenses incurred by the Contractor in connection
          with such Claim (other than such reasonable legal fees or expenses
          which the Contractor incurs as a result of the Client Company failing
          to comply with its obligation to defend (or at its option) settle any
          Claim).  The Contractor shall have not authority to settle any claim
          on behalf of the Client Company.  Notwithstanding the foregoing, the
          Client Company shall have no liability for any Claim that is based on
          intellectual property created by Contractor to the extent that such
          intellectual property is not generated automatically by the functions
          or features of the Product, or intellectual property created in the
          normal course of installing or implementing the Product if the
          Contractor follows the installation procedures prescribed, recommended
          or normally used by the Client Company. .  This provision shall
          survive the termination of this Agreement.


     (d)  The Client Company undertakes with the Contractor that:

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          (i)   it will provide prompt and clear instructions to the Contractor
                in response to requests for information or instruction from the
                Contractor in relation to the Professional Services;

          (ii)  it shall procure that the Subsidiary and all Other Entities meet
                in full all their debts as they fall due in the normal course of
                business provided that the payments are reflected in the ELP or
                have otherwise been agreed to in writing or e-mail by the Client
                Company and have been properly incurred;

          (iii) it shall procure that the Subsidiary or Client Company will
                obtain Directors' Liability Insurance as soon as practicable
                after the Subsidiary has been incorporated; and

          (iv)  following the establishment of the Subsidiary's bank account, it
                shall procure that L85,000 will be transferred to such bank
                account immediately following the execution. Approximately forty
                thousand pounds of this amount shall be used to pay the First
                Quarterly Management Fee described in Schedule B and the
                remaining amount (apprximately forty-five thousand pounds
                (L45,000)) shall be left in the account as a float for the term
                of this Agreement.

     (e)  The Contractor agrees that during the term of this Agreement and for a
          period of twelve (12) months that it will not, directly or indirectly,
          and whether as principal, employee, officer, director, shareholder or
          investor or otherwise without the  written consent of the Contractor:

          (i)   provide substantially similar services to those provided to the
                Client Company in the Territory to any Client Competitor;

          (ii)  be involved in the development, or marketing of any software
                directly competitive to the Product; or

          (iii) solicit the customers of the Subsidiary or the Client Company
                for any products or services of a Client Competitor.  In this
                Agreement, the term "Client Competitor" means the entities
                listed in Schedule D, and such other entities notified to the
                Contractor by the Client Company who are in the business of
                supplying Professional Services Automation (PSA)

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                software.  If Contractor objects to the addition of an
                additional entity to the list of Client Competitors,
                Contractor may, within thirty (30) days of receiving the
                notice, notify the Client Company that it objects to the
                addition of the entity to the list of Client Competitors and
                provide the Client Company with the reasons why the
                Contractor believes such entity should not be added to the
                list.  The Client Company and the Contractor shall thereafter
                discuss in good faith whether the entity should be removed
                from the list of Client Competitors.  If the parties are
                unable to resolve such dispute, either party may, by notice
                in writing to the other, request that such dispute be settled
                by binding arbitration by Dennis Bennie or such other person
                as the parties acting reasonably shall agree to (such person
                is referred to as the "Arbitrator").  The Arbitrator shall
                meet with the parties to discuss the dispute within twenty
                (20) days of being asked to do so and shall within seven (7)
                days of such meeting notify the parties of his decision.  The
                decision of the Arbitrator shall be final and binding upon
                the parties and no appeal thereof may be taken by either
                party on any grounds.  If requested to do so by Contractor,
                the Client Company agrees to review the list of  Client
                Competitors and not to unreasonably refuse to remove the
                names of businesses who cease to be Client Competitors.  The
                reference to "investor" or "shareholder" in this paragraph
                (e) above shall not apply to an investor or shareholder in a
                public company where the investment does not exceed ten
                percent (10%) of the issued shares of the company, or to an
                investor in a private company where the investment does not
                exceed five percent (5%) of the issued shares of the company
                and where the private company is also an existing or former
                client company of Contractor for whom the Contractor is or
                has provided similar services to those provided to the Client
                Company, provided that neither the Contractor nor any
                affiliate of Contractor provides any services to such private
                company or any affiliate thereof in the Professional Services
                Automation software market.

     (f)  Personnel supplied by the Contractor are employees of the Contractor
          and not the Client Company's personnel or agents, and the Contractor
          assumes full responsibility for their acts.  The Contractor shall be
          solely responsible for the payment to the Contractor's employees
          assigned to perform services hereunder

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          (including the VP appointed hereunder), of compensation (including
          the withholding and the remitting of income taxes, social security
          taxes; providing for Workers' Compensation, disability insurance
          benefits, unemployment insurance benefits and the like; and any and
          all claims made by the Contractor's employees relating to their
          employment by the Contractor).  The Contractor shall inform its
          employees that they are not entitled to any Client Company employee
          benefits.

     (g)  Personnel supplied by the Client Company are employees of the
          Subsidiary or the Client Company and not the Contractor's personnel or
          agents, and the Client Company assumes full responsibility for their
          acts.  The Client Company and/or Subsidiary shall be solely
          responsible for the payment to the Client Company's employees or hired
          as employees by the Subsidiary to perform services for the Subsidiary,
          of compensation (including the withholding and the remitting of income
          taxes, social security taxes; providing for Workers' Compensation,
          disability insurance benefits, unemployment insurance benefits and the
          like; and any and all claims made by the Subsidiary or Client
          Company's employees relating to their employment by the Client
          Company).  The Client Company shall inform its employees that they are
          not entitled to any of the Contractor's benefits.

     (h)  If the Contractor, or any shareholder of the Contractor, or any
          officer or director of the Contractor appointed by the Shareholders,
          the Contractor or its Board of Directors is a party to a material
          contract or proposed material contract with the Subsidiary or Other
          Entity, or if any such person has a material interest in any person
          who is a party to a material contract or a proposed material contract
          with the Subsidiary or Other Entity, such person shall disclose such
          interest in writing to the Client Company forthwith after the Company
          or such individual, as the case may be, becomes aware of the contract
          or proposed contract.  Further all contracts with any such persons
          shall be at market prices, unless this requirement is expressly waived
          by the Client Company.  For the avoidance of doubt, a person shall not
          be considered to be an officer of the Contractor merely because such
          person is appointed as a Vice President of any client company for whom
          the Contractor is providing substantially similar services to the
          Professional Services provided to the Client Company.

     (i)  The Contractor shall provide to the Subsidiary a full time person to
          act as the Vice President of the Subsidiary during the term of this
          Agreement.  The Contractor

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          shall, within thirty (30) days following the Effective Date,
          provide the Client Company with the name, background and
          qualifications of the person proposed as well as the reasons why
          the Contractor believes such person would be suitable to carry out
          the responsibilities of Vice President of the Subsidiary. If the
          Client Company agrees that such person is suitable (such agreement
          not to be unreasonably withheld), the Client Company will approve
          of such person and thereafter such person shall act as the Vice
          President of the Subsidiary.  Such person shall remain an employee
          of the Contractor. Prior to assuming the duties of Vice President
          of the Subsidiary, such person shall execute a confidentiality and
          proprietary rights agreement with the Client Company and the
          Subsidiary in a form acceptable to the Client Company. The
          Contractor shall cause the Vice President to devote his or her full
          time and attention to performing the Professional Services during
          the term of this Agreement.  Any replacement of the Vice President
          shall be subject to the Client Company's prior written approval
          (which approval may be given in writing or by e-mail) and which
          approval will not be unreasonably withheld.  The Contractor agrees
          to use reasonable commercial efforts to replace the Vice President
          of the Subsidiary within thirty (30) days of any removal, dismissal
          or resignation.

     (j)  The Client Company shall have the right by notice in writing to the
          Contractor to have the Vice President replaced (i) for serious
          misconduct, (ii) in the event the Subsidiary's business is not carried
          on in material compliance with the terms of the ELP due to the
          negligence, incompetence or wilful acts of the Vice President, or
          (iii) in the event that in the Client Company's opinion, acting
          reasonably, and after discussions with the Contractor, concludes that
          the Vice President is not demonstrating the knowledge or skills
          required to manage the Subsidiary.  In this Agreement the term
          "serious misconduct" means (i) the Vice President has been unable to
          perform his or her duties by reason of ill health or injury for ninety
          (90) days (whether consecutive or not) in any period of fifty-two (52)
          consecutive weeks, (ii) the Vice President becomes of unsound mind, a
          patient for the purpose of any statute relating to mental health,
          becomes bankrupt or applies for protection against creditors
          generally, (iii) the Vice President is convicted of a criminal offence
          other than one which in the opinion of the Client Company does not
          affect his or her position as Vice President of the Subsidiary,
          bearing in mind the nature of his or her duties and the capacity in
          which the Vice President is performing

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          services, or (iv) the Vice President is guilty of any serious
          default or misconduct in connection with or affecting the business
          of the Subsidiary, Other Entities, the Client Company or the
          Contractor or affiliates of any thereof, commits any serious or
          repeated breaches of his or her obligations to the Subsidiary, is
          guilty of serious neglect or negligence in the performance of his
          duties or behaves in a manner (whether on or off duty) which is
          likely to bring the Subsidiary, Other Entities, the Client Company
          or the Contractor into disrepute or which seriously impairs his or
          her ability to perform his or her duties.

     (k)  In the event the Vice President of the Subsidiary is not appointed
          within thirty (30) days following the Effective Date, or in the event
          the Vice President of the Subsidiary is removed, dismissed or resigns
          and is not replaced within thirty (30) days of the date thereof, the
          Client Company shall have the right to cease paying the Management Fee
          until a new Vice President of the Subsidiary is appointed.  The
          Contractor acknowledges that the Client Company will require the Vice
          President to execute a confidentiality and non-competition agreement
          with the Client Company and/or the Subsidiary prior to his
          appointment.  In the event the hiring (or replacement) of the Vice
          President is delayed because the Client Company is seeking a
          restrictive covenant more onerous than the restrictive covenant that
          the Contractor ordinarily requires of the vice presidents it hires for
          other client companies for which it provides substantially similar
          services to those provided to the Client Company, such delays shall
          not be calculated in computing the thirty (30) day period for the
          hiring or replacement of the Vice President in this paragraph (k).

7.   TERMINATION AND RENEWAL

     (a)  The initial term of this Agreement shall be for an 18 month period
          from the Effective Date (the "Initial Term").

     (b)  This Agreement may be renewed by the parties for subsequent twelve
          (12) months periods (each such period is referred to as a "Renewal
          Term"), by an agreement in writing.  The Client Company agrees to give
          the Contractor no less than ninety (90) days notice of its intention
          not to renew the Agreement for a Renewal Term prior to the expiration
          of the Initial Term or a Renewal Term, as the case may be, provided
          that any failure to provide such notice shall not be deemed an
          agreement

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                                      -13-

          to renew the Agreement for a Renewal Term.  If the Client Company
          does not give the Contractor a notice of its intention not to renew
          this Agreement as provided for herein, then this Agreement will
          expire at the end of the Initial Term, or Renewal Term, as the case
          may be.

     (c)  This Agreement may be terminated as follows:

          (i)   during the Initial Term or any Renewal Term, by either party if
                the other party has committed any material breach of the terms
                of this Agreement, which breach has not been cured within thirty
                (30) days from the receipt of a notice from the other party (a
                "Termination for Breach");

          (ii)  by the Client Company in the event the aggregate of the Net
                Revenue and Third Party Related Net Revenue (as those terms are
                defined in Schedule B) of the Subsidiary and Other Entities in
                any calendar  quarter commencing on July 1, 2000 is not at least
                five percent (5%) of the Client Company Worldwide Revenue in the
                calendar  quarter.  Client Company shall provide Contractor no
                less than thirty (30) days notice of its intention to terminate
                this Agreement pursuant to this Clause 7(c)(ii).  As used herein
                the term "Client Company Worldwide Revenue" means the aggregate
                gross revenue of the Client Company and its affiliates
                (including the Subsidiary and Other Entities) from the sales
                and/or licenses of the Product and third party products related
                to the Products and the supply of services related thereto
                invoiced and collected by such entities during the relevant
                period (net of allowances, credits, discounts (based on volume
                or otherwise) and net of actual bad debts in respect of invoices
                issued by such entities);

          (iii) by the Client Company if there is a change in control of the
                Contractor (and for this purpose, the term "control" has the
                meaning given to it in Clause 5(a)), other than to an affiliate
                the Contractor or in the event of a public offering of the
                shares of the Contractor on a public stock exchange;

          (iv)  by the Client Company if the Contractor breaches its
                non-competition covenant to the Client Company set out in
                Clause 6(e); or

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                                      -14-

          (v)   by the Client Company on a winding up, liquidation, bankruptcy,
                receivership or other similar event with respect to the
                Contractor.

     (d)  This Agreement may be terminated by the Contractor with immediate
          effect and on written notice, if proceedings are commenced for the
          liquidation or winding up of the Client Company or the Subsidiary, and
          such proceedings are not dismissed, discontinued, or abandoned within
          sixty (60) days of their commencement.

     (e)  This Agreement may be terminated by the Client Company for convenience
          upon not less than thirty (30) days prior written notice in the event
          of a merger, amalgamation or change in control (as that term is
          defined in Clause 5(a)) of the Client Company with an arm's length
          third party and in such event the Contractor shall become entitled to
          the Corporate Bonus referred to in Clause 4(C)(iii) of Schedule B as
          the sole and exclusive remedy of the Contractor arising from such
          termination.

     (f)  Termination of this Agreement pursuant to this Clause 7 shall be
          without prejudice to the accrued rights and remedies of either party
          prior to such termination, including the Contractor's rights to
          payments in accordance with Schedule B.

     (g)  Prior to and upon the termination of this Agreement for any reason,
          the Contractor shall provide the transitional services to the Client
          Company set out in Schedule B.

8.   MISCELLANEOUS

     (a)  The laws of the Province of Ontario shall govern this Agreement (other
          than its conflict of law rules) and the parties hereby submit and
          attorn to the non-exclusive jurisdiction of the courts of the Province
          of Ontario for any action arising out of or relating to this
          Agreement.

     (b)  This Agreement, including the Schedules attached hereto, comprises the
          entire agreement between the parties.  Any amendment to this Agreement
          must be made in writing and signed by both the Client Company and the
          Contractor.

     (c)  If either party cannot perform its respective obligations by reason of
          fire, flood, earthquake, explosion or other casualty or accident or
          act of God, strikes or labour

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                                      -15-

          disputes, war, or inability to obtain power or a material disruption
          in telecommunications beyond the party's reasonable control, then the
          non-defaulting party shall:

          (i)   notify the other party as soon as reasonably practicable;

          (ii)  take reasonable steps to resume performance as soon as possible;
                and

          (iii) not be considered in breach during the period in which
                performance is beyond that party's reasonable control.

     (d)  If any provision of this Agreement shall be deemed by a court to be
          too broad, the court is hereby authorised to limit any scope, duration
          or area of applicability, or all of them, so such provision is no
          longer overly broad and to enforce the same as so limited.  Subject to
          the prior sentence, if any part of this Agreement is held
          unenforceable for any reason, such unenforceability shall void only
          such part and shall not render unenforceable any other part of this
          Agreement.

     (e)  Either party's waiver of a default by the other does not constitute a
          waiver of future or other defaults.

     (f)  Neither party nor any of their affiliates shall, save with the consent
          of the other party (which such consent shall, in the case of the
          Contractor, be given on the terms set out below), during the term of
          this Agreement or for a period of 12 months after its termination,
          solicit or engage for employment or for the provision of services, any
          employee of the other party, or any employee of  an affiliate of the
          other party

     (g)  The Client Company shall not, save with the consent of the Contractor
          during the term of this Agreement or for a period of 12 months after
          its termination, knowingly solicit or engage for employment or for the
          provision of services, any employee of other client companies for whom
          the Contractor is providing substantially similar services to those
          provided to the Client Company (for as long as the client company
          remains a client company for whom the Contractor is providing such
          services) and the Contractor agrees that no client company for whom
          the Contractor is providing substantially similar services to those
          provided to the Client Company will, for the period which is the
          shorter of (1) the period

<PAGE>

                                      -16-

          during which the client company remains a client company for whom
          the Contractor is providing such services, and (2) the term of this
          Agreement and for a period of twelve (12) months after its
          termination, knowingly solicit or engage for employment or for the
          provision of any services, any employee of the Client Company, the
          Subsidiary, or Other Entities.

     (h)  The parties agree that the Contractor will license to the Subsidiary
          space at the Kinetic Business Centre at Theobald Street, Borehamwood,
          Hertz or other premises in London, England which are suitable for the
          Subsidiary's business requirements.  The terms of such license shall
          be negotiated in good faith by the parties and be executed by no later
          than thirty (30) days from the Effective Date.  The license will
          provide to the Client Company approximately three  hundred (300)
          square feet of office space.  The monthly license fee will be no
          greater than thirteen hundred pounds sterling (L1,300) per month, plus
          VAT..

     (i)  Notwithstanding Clause 8(f), the Contractor consents to the Client
          Company soliciting the Vice President of the Subsidiary on the
          condition that if the Client Company or any affiliate does engage such
          person for employment or for the provision of services, the Client
          Company pays to the Contractor upon the commencement of such
          engagement a sum equal to fifty percent (50%) of the guaranteed
          minimum pre-tax salary and bonus which the Client Company or any
          affiliate thereof has agreed to pay to such person during the first
          year of his/her engagement with the Client Company or its affiliate,
          plus the reasonable head hunter's fees, if any, paid by the Contractor
          originally to hire the Vice President for the position of Vice
          President of the Subsidiary.

     (j)  Neither party shall assign its rights or obligations under this
          Agreement, unless it first obtains the prior written consent of the
          other party, such consent not to be unreasonably withheld.

     (l)  Any notice or other communication required or permitted to be given by
          this Agreement shall be in writing and shall be effectively given if
          delivered personally, by facsimile confirmed received, or by
          registered mail to the relevant party at its address set out below.

<PAGE>

                                      -17-




Dated at __________________________ this _______day of __________________


_______________________________________

duly authorised for and on behalf of

CHANGEPOINT CORPORATION
of 1595 Sixteenth Avenue, Suite 700,
Richmond Hill, Ontario, Canada  L4B 3N9


Dated at __________________________ this _______day of __________________,


_______________________________________

duly authorised for and on behalf of

PROTEGE SOFTWARE LIMITED
of Kinetic Centre, Theobald Street,
Borehamwood, Hertfordshire WD6 4PJ


<PAGE>
                                     SCHEDULE A

                                  WORK ASSIGNMENT

During the term of this Agreement, the Contractor shall perform the following
professional services in the Territory.


A.   CLIENT COMPANY SUBSIDIARY

The Contractor shall:

(a)  incorporate, or otherwise set up, a wholly owned subsidiary of the Client
     Company (subject to local approval) to be called Changepoint Europe Limited
     (the "Subsidiary"); and

(b)  incorporate, or otherwise set up, such other corporations or entities as
     the Client Company and Contractor agree to establish in the Territory from
     time to time ("Other Entities").

(c)  The Client Company shall have the prior right of approval with respect to
     the activities described in this paragraph A.


B.   DEVELOPMENT OF ELP

     The ELP shall contain the following information:



     Foreword


SECTION 1


   [EXECUTIVE SUMMARY]


European Objectives


   MISSION


ANALYSIS OF THE EUROPEAN MARKET


MARKET LEADERSHIP


QUICK BREAK EVEN


REASONABLE PERCENTAGE OF WORLDWIDE SALES

<PAGE>

                                     -2-

LEVERAGE

EXISTING OPPORTUNITIES

SECTION 1

     SALES & MARKETING OVERVIEW

European Objectives

MARKETS

European trends by selected country

SPECIFIC MARKET DRIVERS

EUROPEAN COMPETITIVE REVIEW

SECTION 2

     PLAN OF EXECUTION

Overall operational objectives

MARKET TIMINGS

EUROPE SALES AND PARTNER STRATEGY OVERVIEW . . . . . . . . . . . . . . . . . .

Content

Routes to Market

Product Strategy

     SALES STRATEGY

EUROPEAN PRICING

PROFESSIONAL SERVICES

GEOGRAPHICAL

REFERENCE CUSTOMERS

     MARKETING STRATEGY

European Marketing Objectives and Strategies

Key Tactics

KEY METHODS

Localization

Technical Services

Operational Plan

Key issues

<PAGE>

                                     -3-
Eurocentric Content


SECTION 3


     Finance & Operations


The Benefits of Outsourcing to Protege Back Office


     Financial Plan


     Non-financial matters


C.   ANALYSIS, RECOMMENDATIONS AND IMPLEMENTATION


The Contractor shall carry out analysis and make recommendations relating to:

-    marketing positioning
-    presentation
-    technical support
-    competitiveness
-    localisation

The Contractor shall implement its approved recommendations for:

-    sales
-    marketing
-    technical support
-    production
-    finance and administration

all for operations in the Territory, as more particularly set out in the annual
business plans (including budgets) of the Client Company, as such plans and
budgets relate to its operations implemented directly or through the Subsidiary
and/or Other Entities.

The business plan and budgets shall be mutually agreed by the Contractor and
Client Company.

D.   SCOPE OF ACTIVITIES

The establishment of an organisation for the Territory, to complement the
current resources, technology and economic considerations of the Client Company,
and the circumstances that prevail in the Territory, so that through the
Subsidiary and Other Entities, the Client Company may professionally provide the
following:

<PAGE>

                                     -4-

(a)  solicitation of orders for Product;

(b)  provision of support for the Client Company's distributors and dealers in
     the Territory for the Products;

(c)  co-ordination of Product and warranty service between the Subsidiary and
     such other affiliated or third party, arms length corporations or entities,
     and licensees and distributors/VARs etc. of the Client Company's products
     (including Other Entities), located in the Territory;

(d)  provision of product technical support services for the Product;

(e)  the conducting of periodic training courses and seminars regarding
     applications and operations of the Products in major marketing centres
     located in the Territory for the benefit of distributors and dealers etc.;

(f)  development of business plans for the Territory;

(g)  management and co-ordination of the implementation of the Client Company's
     marketing strategy in the Territory (for the Product of the Client Company
     handled by the Contractor);

(h)  localisation of marketing materials, and where agreed to by the Client
     Company, the Product;

(i)  set up and operate systems (such as accounting, legal and human resources
     consistent with those set-up by the Client Company) and for these purposes
     the Contractor shall assist the Subsidiary (and other related entities as
     agreed at the Client Company's request) with implementation and
     administration of all general, administrative and financial systems as
     requested by the Client Company; and

(j)  administration of the "Market Development Fund" specified in the budget
     approved by the Client Company related to customers in the Territory (for
     products of the Client Company).

<PAGE>

                                     -5-

E.   SOLICITATION OF CONTRACTS

(a)  The Subsidiary and any Other Entities shall solicit orders for Product
     only at such current prices as may be periodically established in
     writing or e-mail by the Client Company and notified to the Contractor.

(b)  All orders solicited by the Subsidiary or Other Entities from customers in
     the Territory are subject to acceptance or rejection based on agreed
     authorisation procedures.

(c)  The Contractor agrees to despatch all inquiries received by it, applicable
     to the Client Company or the Product of the Client Company, from points or
     sources outside the Territory promptly to the Client Company for attention
     and handling.

(d)  All invoices in connection with sales to customers in the Territory shall
     be rendered by the Subsidiary or (as the case may be) Other Entities to
     such customers.  It is expressly understood that full power by and such
     authority for all collections rests with the Subsidiary or (as the case may
     be) Other Entities and the Client Company, which exercise complete control
     over the approval of all customers' credit, orders, and contracts.  The
     Contractor agrees to protect the Subsidiary or (as the case may be) Other
     Entities and the Client Company, as far as is reasonable, by reporting
     adverse credit information of which it is aware with respect to customers
     of the Subsidiary or (as the case may be) Other Entities in the Territory
     and by following the Client Company's credit manager's procedures
     communicated to the Contractor.  The Client Company will provide to the
     Contractor a copy of its credit procedures and will provide updates to the
     Contractor when same become available.

F.   REPORTS

     Unless otherwise agreed to by the parties in writing or by e-mail, the
     Contractor shall provide the Client Company with the following monthly
     reports:

1.   REPORTS REQUIRED BY CLIENT COMPANY

1.1  MONTHLY REPORTS

     FINANCIAL REPORTS

     -    full set of financial statements; B/S, P/L, C/F
     -    Product Line income statements

<PAGE>

                                     -6-

     -    Departmental Income statements
     -    supporting schedules including;
          -    detailed trial balance
          -    aged accounts payable listing
          -    aged accounts receivable listing
          -    bank reconciliations
          -    detailed revenue analysis by customer and revenue type, i.e.
               software, services, support and other.

     MARKETING REPORTS

     -    summary of marketing activities for the month

     HUMAN RESOURCES REPORTS

     -    copy of payroll activity report and, if available, payroll activity
          exception report.
     -    summary of personnel changes

     CONTRACTS REPORTS

     -    list of contracts signed
     -    copy of contracts signed


1.2  WEEKLY REPORTS

     SALES REPORTS

     -    detailed sales report
     -    third party software and services acquired and sold
     -    detailed pipeline report
     -    detailed revenue forecast for coming month, balance of quarter, and
          next quarter

G.   DIRECTIONS

     The Contractor shall follow the reasonable instructions of the Client
     Company regarding the management and operation of the Subsidiary, provided
     that such instructions are not inconsistent with the ELP or the
     instructions given by the Board of Directors of the Subsidiary.

<PAGE>

                                     SCHEDULE B

                                CONTRACTOR'S REWARD

1.   GENERAL

     Without prejudice to the Subsidiary's liabilities to the Contractor for all
     sums payable pursuant to this Agreement, the Contractor shall be entitled
     to invoice the Subsidiary or (as the case may be) Other Entities in respect
     of any sums payable by the Subsidiary to the Contractor pursuant to this
     Agreement.  The Client Company will authorize the Vice President of the
     Subsidiary to pay the Management Fee referred to in paragraph 2 and the
     Financial Services Fee referred to in paragraph 3, in the amounts and at
     the times set forth below.  All other payments to the Contractor shall be
     approved in writing or by e-mail by the Client Company before such payments
     are made to the Contractor.

     All sums due to the Contractor whether from the Client Company or
     Subsidiary pursuant to this Agreement shall be paid in UK pounds sterling
     and all sums payable to the Contractor by the Client Company pursuant to
     this Agreement are quoted (unless the contrary is stated) exclusive of VAT.

2.   MANAGEMENT FEE

     The Subsidiary shall pay the Contractor a management fee of L135,000 per
     annum. The management fee shall be payable quarterly in advance, the first
     such instalment being due on the Effective Date, with each subsequent
     instalment being due quarterly thereafter.  If this Agreement terminates or
     is scheduled to terminate prior to the end of a twelve (12) month period
     from the Effective Date, the Management Fee shall be pro-rated from the
     anniversary of the Effective Date until the effective date of the
     termination of this Agreement.

3.   PROTEGE FINANCIAL SERVICES FEE

     The Subsidiary shall pay to the Contractor a fee, calculated as set out
     below, for the provision and/or co-ordination of administration functions
     (the "Financial Services Fee").  Such administration functions shall
     include:

     (a)  ensuring that the Subsidiary and any Other Entities are properly
          incorporated;

<PAGE>

                                      -2-

     (b)  providing persons to act as directors, company secretary and (if
          required) other officers of the Subsidiary and any Other Entity, all
          of which persons shall be subject to the prior approval of the Client
          Company;

     (c)  providing and co-ordinating facilities management, banking facilities,
          VAT management, accounts receivable, accounts payable and cash
          management, purchase orders, all financial reporting (including
          integration with the Client Company's financial systems), Government
          reporting requirements, payroll functions, income tax reporting and
          tax returns for the Subsidiary and any Other Entities; and

     (d)  providing day-to-day Human Resources management in connection with the
          hiring and personnel management requirements of the Subsidiary and any
          Other Entities.

     The Financial Services Fee will be charged at the rate of L6,500 per month
     until the Subsidiary and Other Entities are employing 5 staff.  Once the
     number of employees has reached 5 the Financial Services Fee shall be
     increased to L7,000 per month to reflect the increased Human Resources
     management costs.  An additional Financial Services Fee of L1,750 per month
     shall be charged for each additional country in the Territory (other than
     the United Kingdom) in which the Client Company instructs the Contractor to
     establish an office or Other Entity.  The Financial Services Fee will be
     invoiced on the last day of each calendar month and shall be payable seven
     days thereafter.

4.   CORPORATE BONUS

(A)  The Subsidiary shall pay a bonus to the Contractor in respect of the
     Agreement Period, Termination Period and the Post-termination Period
     calculated and payable in accordance with the provisions of this paragraph
     4 (the "Corporate Bonus").

(B)  The Corporate Bonus in respect of the Agreement Period (other than the
     Termination Period) shall be 15% of the Net Revenue and 50% of the Gross
     Margin on Third Party Related Net Revenue in respect of that period.

(C)  The Corporate Bonus in respect of the Termination Period shall be (i) where
     this Agreement is terminated by the Client Company pursuant to Clause 7(c),
     there shall be no Corporate Bonus in respect of the Termination Period;
     (ii) where this Agreement is

<PAGE>

                                      -3-

     terminated by the Contractor pursuant to Clause 7(d) or Clause 7(c)(i),
     15% of the Annualised Net Revenue where the Annualised Net Revenue is
     the average of the Net Revenue for each completed month of the Agreement
     Period prior to the termination of this Agreement multiplied by the
     number of months in the Termination Period not to exceed 12 months, plus
     50% of the Annualised Gross Margin on Third Party Related Net Revenue
     where the Annualised Gross Margin on Third Party Related Net Revenue is
     the average of the Gross Margin on Third Party Related Net Revenue for
     each completed month of the Agreement Period multiplied by the number of
     months in the Termination Period not to exceed 12 months; or (iii) where
     this Agreement is terminated by the Client Company pursuant to Clause
     7(e) the Contractor will retain the Corporate Bonus for the periods
     prior to the termination and in addition the following shall be due: (1)
     in the event this Agreement is terminated at any time before the seventh
     month of this Agreement, the sum of two hundred and twenty-five thousand
     U.S. dollars (U.S.$225,000), and (2) in the event this Agreement is
     terminated at any time during the seventh month to the eighteenth month
     of the Initial Term, the greater of (A) eighteen thousand, seven hundred
     and fifty U.S. dollars (U.S.$18,750) for the remaining months of the
     Initial Term, and (B) an amount equal to the average monthly Corporate
     Bonus in each completed month of the Agreement Period the period prior
     to the termination of this Agreement multiplied by the remaining months
     of the Initial Term.

(D)  The parties agree that the payment of the Corporate Bonus in respect of the
     Termination Period shall be the Contractor's sole remedy with respect to
     claims it may have against the Client Company arising from or related to
     the termination of this Agreement. This provision will not release the
     Client Company for claims for arrears in Management Fees or Financial
     Services Fees existing as of the date of the termination of this Agreement
     or for other claims which do not arise from or relate to the termination of
     the Agreement.

(E)  The Corporate Bonus in respect of the Post-termination Period shall be 15%
     of the Net Revenue and 50% of the Gross Margin on Third Party Related Net
     Revenue during the Post-termination Period for professional services
     supplied in connection with Products sold and/or licensed by the Subsidiary
     or Other Entities during the Agreement Period.

(F)  The Corporate Bonus shall be paid (together with any applicable VAT subject
     to submission of an appropriate invoice) within 30 days of the end of the
     Agreement Period, Termination Period, and Post-termination Period, as the
     case may be.  However, unless the Contractor notifies the company in
     writing within thirty (30) days of the end of the

<PAGE>

                                      -4-

     applicable period that it desires to be paid the Corporate Bonus, the
     Contractor shall be deemed instead to subscribe for (or purchase from
     the Client Company) warrants exercisable for common shares in the Client
     Company with the amount of the appropriate Corporate Bonus (excluding
     any VAT) at a price of two Canadian dollars and forty five cents
     ($CDN2.45), per warrant.  Such warrants will be exercisable by the
     Contractor at any time during the period of five years commencing upon
     the earlier of (i) the day prior to the closing of an initial public
     offering of shares by the Client Company and (ii) the completion of the
     Post-Termination Period, and shall be exercisable for no additional
     consideration.  The terms of such warrants will provide, among other
     things, that the Client Company has the right, exercisable in its sole
     and absolute discretion, to effect the exercise of such warrants
     immediately prior to the completion of any transaction (an "Acquisition
     Transaction") pursuant to which (i) there is a sale, whether by way of
     private agreement or otherwise, of all or substantially all of the
     assets or shares of the Client Company, (ii) a merger, amalgamation or
     other transaction involving a change of control of the Client Company,
     or (iii) an initial public offering (an "IPO") of shares of the Client
     Company to the public.  The Contractor acknowledges that the terms of
     such warrants will provide that upon any exercise thereof it will be
     deemed to be bound by the provisions of any unanimous shareholders
     agreement then in effect among the shareholders of the Client Company.
     The Contractor further acknowledges that the Client Company's
     Shareholders Agreement will contain tag-along and drag-along provisions
     which would require the Contractor to sell its shares in the Client
     Company in the event of certain transactions and would permit the
     Contractor to participate in any such transaction, in each case at a
     price per share equal to that received by the other Shareholders of the
     Client Company participating in such transaction.  Upon the exercise of
     the warrants, the Contractor agrees to become a party to the
     aforementioned Shareholders Agreement before any shares are issued to
     the Contractor. The Client Company hereby agrees and undertakes that by
     entering into or agreeing to be bound by the aforementioned Shareholders
     Agreement the Contractor  will be entitled to all of the rights,
     privileges and benefits to which the holders of common shares of the
     Client Company (other than those who also hold Class A Preferred Shares)
     are, generally, entitled to pursuant to such Shareholders Agreement.
     The warrants shall not in any event be assignable or transferable.  The
     Client Company hereby represents and warrants to the Contractor that it
     has the requisite power and authority under its constating documents to
     issue the warrants and that there is  sufficient authorized but unissued
     share capital to permit the Client Company to issue the shares
     underlying the warrants. The Client

<PAGE>

                                      -5-

     Company hereby agrees and undertakes that the warrants will entitle the
     Contractor to the benefit of all dividends and distributions made to
     holders of common shares of the Client Company as if the Contractor were
     the holder of the shares underlying the warrants from the date at which
     the Contractor receives the warrants.  The Client Company hereby agrees
     and undertakes that upon the issuance of warrants to the Contractor the
     Contractor shall be registered in the books of the Client Company as the
     holder of such warrants with reference to the number of shares
     underlying such warrants.  If the warrants are not converted into the
     common shares of the Client Company within three (3) years of the
     Effective Date, the Client Company shallbe deemed as of such date to
     have effected the exercise of such warrants on such date.

(G)  Each party shall notify the other of the accrued Net Revenue and Gross
     Margin on Third Party Related Net Revenue within thirty days of the end of
     each month during each Agreement Period.  Any disputes as to the amounts
     shall be notified to the other party within a reasonable period. Amounts in
     currencies other than sterling shall be converted to sterling at the mid
     market closing rate on the London market at the end of the applicable
     month.

(H)  If the aggregate of Net Revenue and Third Party Related Net Revenue during
     any calendar quarter commencing July  1, 2000 (a "Period") amounts to less
     than 10% of the Client Company World-Wide Revenue (as that term is
     described in Clause 7(c)(ii) during that Period; then the Corporate Bonus
     for that Period shall be reduced proportionately.

(I)  "AGREEMENT PERIOD" means the Initial Term and the Renewal Term, if any, but
     does not include any of the Termination Period.

(J)  "TERMINATION PERIOD" means any period commencing on the effective date of
     the termination of this Agreement, and terminating at the end of the
     Initial Term, or if this Agreement has been renewed, at the end of the
     Renewal Term as the case may be.

(K)  "POST TERMINATION PERIOD" shall mean the period of six months following the
     termination or expiration of this Agreement.

(L)  "NET REVENUE" shall mean in respect of the Agreement Period or Post
     Termination Period the gross revenue generated by the Subsidiary and Other
     Entities from the sales and/or licences of the Product and the supply of
     services related thereto (the "Subsidiary Services") in the Territory
     invoiced by the Subsidiary and/or Other Entities during the

<PAGE>

                                      -6-

     Agreement Period (net of allowances, credits, discounts (based on volume
     or otherwise) and net of actual bad debts in respect of invoices issued
     by the Subsidiary or Other Entities) and specifically excluding (i)
     Third Party Related Net Revenue, (ii) revenues of the Subsidiary and
     Other Entities from sales and/or licenses of the Product or services
     provided outside of the Territory, or (iii) revenues of the Subsidiary
     and Other Entities which did not result from any material efforts of the
     Subsidiary or Other Entities such as where the Subsidiary has performed
     no more than an administrative function with respect to the procurement
     of the applicable contract, or has provided only administrative services
     such as accounting or collection assistance related to the provision of
     the services; however, gross revenue generated by the Subsidiary and
     Other Entities from the sales and/or licenses of the Product and the
     supply of the services related thereto in the Territory (other than
     Third Party Related Net Revenue) which are invoiced by the Client
     Company and affiliates thereof shall be deemed to be gross revenue of
     the Subsidiary for the purposes of this paragraph to the extent and only
     to the extent that such revenue is from the sales and/or licenses of the
     Product and the supply services related thereto in the Territory and was
     generated by the Subsidiary and Other Entities.  In calculating Net
     Revenue in respect of the Corporate Bonus for the Agreement Period and
     the Post-Termination Period, the Client Company may deduct from the
     applicable gross revenue a reasonable amount to reflect anticipated bad
     debts in respect of invoices issued.  Should the actual bad debts in
     respect of such invoices prove to be higher or lower, then an adjustment
     shall be made to the Net Revenue prior to the calculation of the
     Corporate Bonus in respect of the Post Termination Period.  Further, in
     calculating Net Revenue for the purpose of determining the Corporate
     Bonus for the Post Termination Period, the applicable gross revenue
     shall be the gross revenue invoiced and collected.

(M)  "THIRD PARTY RELATED NET REVENUE" shall mean in respect of the Agreement
     Period and the Post Termination Period the gross revenue generated by the
     Subsidiary and Other Entities from the sales and/or licenses of third party
     products related to the Product or the supply of services by a third party
     related to the Product or such third party products in the Territory
     invoiced by the Subsidiary and/or Other Entities during the Agreement
     Period (net of allowances, credits, discounts (based on volume or
     otherwise) and net of actual bad debts in respect of invoices issued by the
     Subsidiary or Other Entities) and specifically excluding (ii) revenues of
     the Subsidiary and Other Entities from sales and/or licenses of any of the
     products or services provided outside of the Territory, or (iii) revenues
     of the Subsidiary and Other Entities which did not result from any material

<PAGE>

                                      -7-

     efforts of the Subsidiary or Other Entities. In calculating Third Party
     Related Net Revenue in respect of the Corporate Bonus for the Agreement
     Period and the Post Termination Period, the Client Company may deduct from
     the applicable gross revenue a reasonable amount to reflect anticipated bad
     debts in respect of invoices issued.  Should the actual bad debts in
     respect of such invoices prove to be higher or lower than the actual bad
     debts, then an adjustment shall be made to the Third Party Related Net
     Revenue prior to the calculation of the Corporate Bonus in respect of the
     Post Termination Period.  Further, in calculating Third Party Related Net
     Revenue for the purpose of determining the Corporate Bonus for the Post
     Termination Period, the applicable gross revenue shall be the gross revenue
     invoiced prior to the termination of the Post Termination Period and
     collected by no later than sixty (60) days after the end of the Post
     Termination Period.

(N)  "GROSS MARGIN ON THIRD PARTY NET REVENUE" means the Third Party Related Net
     Revenue less amounts paid or payable to the third parties for the sales
     and/or licenses of products or the supply of services related to the
     Product or the third party products.

5.   TRANSITION, CHANGE OF CONTROL OR CLOSURE OF THE SUBSIDIARY

     Upon the termination of this Agreement for any reason, the Contractor shall
     provide Financial Services support in the transition of the Subsidiary and
     any Other Entities from the Contractor to a stand-alone basis.  The
     services include the hand-over of accounting information to the new
     management of the Subsidiary and the management of employment issues such
     as relocation of staff to new premises.  In addition, the Contractor shall
     liase with the Subsidiary's (and any Other Entities) recruitment agents for
     the employment of administrative staff for the Subsidiary.

     In the event of the closure of the Subsidiary (or any Other Entity) during
     the Agreement Period or upon the termination of this Agreement, the
     Contractor shall be entitled to a fee of L12,000, payable immediately. This
     fee is for the provision of Financial Services support in order to ensure
     an orderly closure of the Subsidiary (and any Other Entity) including the
     dismissal of the Subsidiary's employees.  The maximum payable under this
     paragraph is the sum of  L12,000 even if more than one entity is closed
     during the Agreement Period or upon the termination of this Agreement.

     In the event of a change of control of the Client Company the Contractor
     shall be entitled to a fee of L12,000, payable immediately.  This fee is
     for the provision of Financial Services support in connection with the
     change of control, including the provision of

<PAGE>

                                      -8-

     additional accounting information and dealing with any changes to
     employees' contracts of employment.  For these purposes, control of the
     Client Company means the holding of shares conferring in the aggregate
     50% or more of the total voting rights conferred by all the shares in
     the capital of the Client Company for the time being in issue and
     conferring the right to vote on all resolutions passed at all general
     meetings.

6.   SHARE OPTIONS

     (a)  As soon as reasonably practicable following execution hereof the
          Client Company shall grant a share or stock option (the "Share
          Option") to the employee of the Contractor appointed as Vice President
          of the Subsidiary (the "Nominated Employee") upon the terms of the
          Client Company Stock Option Plan (the "Plan") and as provided below.

     (b)  The Share Option shall be over fifty thousand (50,000) common shares
          of common stock of the Client Company with an exercise price in the
          amount prescribed by the Plan.

     (c)  No performance target or performance condition shall attach to the
          Share Option. The shares shall vest rateably over a three (3) year
          period commencing on the first anniversary of the grant thereof to the
          Nominated Employee and thereafter on the subsequent two anniversaries
          thereof. However, the Nominated Employee must be a full time employee
          of, or a full time consultant to, or a full time employee of a full
          time consultant to, the Client Company or one of its Affiliates for
          the shares to vest in the Nominated Employee.

     (d)  Upon exercise of the Share Option by the Nominated Employee the Client
          Company shall forthwith notify the Contractor thereof and provide such
          details as the Contractor may require to enable it to calculate any
          liability it may have in respect of PAYE or employees' national
          insurance contributions or any equivalent or replacement taxes in
          connection with the exercise of the Share Option ("Option Tax
          Liability"). The Nominated Employee agrees to execute the Client
          Company's Share Subscription Agreement and become a party to the
          Client Company's Shareholder Agreement, before any shares are issued
          to the Contractor.

<PAGE>

                                      -9-

     (e)  The Client Company shall pay to the Contractor (on behalf of the
          Nominated Employee) the amount of any Option Tax Liability within
          fourteen days of receiving notice from the Contractor of the amount
          thereof, (which notice shall be given as soon as reasonably
          practicable after receipt of the information referred to in
          sub-paragraph (d) above), but in any event, no later than 30 days
          from exercise of the Share Option, save in case of default on the
          part of the Contractor giving notice.  Following receipt of the
          amount of the Option Tax Liability the Contractor shall not seek to
          recover the same from the Nominated Employee.

     (f)  The Client Company warrants to the Contractor that it has full power
          and authority to grant the Share Option on the foregoing terms.

7.   PUBLIC OFFERING OF THE CLIENT COMPANY'S SHARES

     (a)  In addition and without prejudice to the Contractor's right to
          acquire warrants pursuant to Clause 4 (F) of Schedule B, the Client
          Company undertakes that if, at any time during the term of this
          Agreement or within twelve months after its termination, there is a
          public offering of shares in the Client Company, then:

          (i)   the Contractor shall be entitled to participate in any such
                public offering of the Client Company's common shares (each such
                share is referred to as a "Share") by subscribing for up to
                25,000 Shares of the Client Company at the price and the other
                terms at which those shares are offered pursuant to the public
                offering;

          (ii)  it will take all reasonable steps and do all reasonable things
                which are necessary and within its power to ensure that the
                Contractor is so able to participate in any such public offering
                of the Client Company's shares;  and

          (iii) it will notify the Contractor in good time and generally keep
                the Contractor fully informed of its intentions in connection
                with and of any proposed public offering of the Client Company's
                shares;

     (b)  In case the Client Company shall at any time subdivide the outstanding
          common shares of the Client Company into a greater number of common
          shares, the purchase price per Share shall be proportionately reduced
          and the number of

<PAGE>

                                      -10-

          subdivided common shares entitled to be purchased shall be
          proportionately increased, and conversely, in case the Client
          Company shall at any time consolidate the outstanding common shares
          of the Client Company into a smaller number of common shares, the
          purchase price per Share shall be proportionately increased and the
          number of combined common shares entitled to be purchased hereunder
          shall be proportionately decreased; and

     (c)  If any capital reorganisation, reclassification, subdivision or
          consolidation of the capital stock of the Client Company, or the
          merger or amalgamation of the Client Company with another corporation
          shall be effected, then adequate provision shall be made whereby the
          Contractor shall have the right to purchase and receive upon the basis
          and upon the terms and conditions specified in this paragraph 7 and in
          lieu of the Shares immediately theretofore purchasable and receivable
          upon the exercise of the rights represented hereby, such shares of
          stock, or other securities as may be issued with respect to or in
          exchange for such number of outstanding Shares equal to the number of
          Shares purchasable and receivable upon the exercise of the rights, had
          such reorganisation, reclassification, subdivision or consolidation,
          merger or amalgamation not taken place. This paragraph 7(c) shall
          apply as well to the shares underlying the warrants which the
          Contractor may acquire pursuant to Clause 4(F) of Schedule B.

<PAGE>

                                     SCHEDULE C

                                     TERRITORY

In this Agreement, the term "Territory" means Europe excluding the countries in
the former Eastern Block, Africa and the Middle East subject to the then
prevailing export regulations in Canada, The United States, and other countries
which may be applicable and except to the extent that the sale or licensing of
the Product is prohibited pursuant to the laws of Canada, the United States or
other jurisdictions applicable to the Client Company's or the Subsidiary's
operations.


Client Company shall have the right at any time up to six (6) months following
the Effective Date to request the Contractor to remove from the Territory
countries in which the Contractor does not have any plans to actively market and
promote the Products.  The Contractor will not unreasonably refuse any such
request and will respond to such request within ten (10) days of the receipt of
the request.

<PAGE>


                                     SCHEDULE D

                         LIST OF CLIENT COMPANY COMPETITORS


2.   CHANGEPOINT'S PSA (PROFESSIONAL SERVICES AUTOMATION) COMPETITORS

<TABLE>
<CAPTION>
NAME                          CURRENT PRODUCT NAME
----                          --------------------
<S>                           <C>

ABT                           Results Manager

Augeo                         Intelliplanner

Automation Center             Automation Centre

Business Engine               Business Engine

Deltek                        Costpoint, Front Office

Eden Communications           Project Track

Evolve                        Servicesphere

Extensity                     Extensity Time

Great Plains                  Projects

Invisic                       Invisic

JETech Data                   Eproject

Marin Research                Project Gateway

Netmosphere                   Netmosphere

Niku                          Niku

Novient                       Novient/Engagement,Reso
</TABLE>


<PAGE>

                                      -2-

<TABLE>

<S>                           <C>
Opus360                       Opus Enterprise

Planview                      Planview

Proamics                      Proacta

QuickArrow                    QuickArrow

SHL Systemhouse               Project Office

Solomon                       Project Controller

Suretrak/P3                   Primavera

Teamplay                      Primavera

Work Management Solutions     Account 4

WSG                           Empire Time
</TABLE>

NOTE: PSA is also sometimes referred to as ESA (Enterprise Services Automation)
or ESM (Enterprise Services Management).