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                                                                   Exhibit 10.30

                SOFTWARE LICENSE, OEM AND DISTRIBUTION AGREEMENT

This Software License, OEM and Distribution Agreement ("Agreement") is made as
of January 21, 1998 (the "Effective Date") between Silicon Graphics, Inc., a
Delaware corporation ("Licensee" or "SGI"), having its principal place of
business at 2011 N. Shoreline Blvd., Mountain View, CA 94043 and ENlighten
Software Solutions, Inc. ("ESSI"), having its principal place of business at 999
Baker Way, Fifth Floor, San Mateo, CA 94404.

1.0     DEFINITIONS.

1.1     "Acceptance Date" shall mean the date as of which Licensee accepts the
        Program as specified in Exhibit H.

1.2     "Basic Admin" means a limited function version of DSM as more fully
        described in Exhibit A. The feature set for Basic Admin is also set
        forth in Exhibit A.

        1.2.1 "NewShip Basic Admin" means Basic Admin that is bundled with
        Licensee's Servers and Workstations.

        1.2.2 "Installed Basic Admin" means Basic Admin that is shipped to
        Licensee's customers' for installation on Servers and Workstations that
        are not licensed to run NewShip Basic Admin or Upgrade Basic Admin.

        1.2.3 "Upgrade Basic Admin" means Basic Admin, containing Workstation
        and Server agents only, that is shipped to Licensee's customers' for
        installation on Servers and Workstations that are upgrading from a
        version of the Licensee's operating system that does not contain NewShip
        Basic Admin to a version of the Licensee's operating system that does
        contain NewShip Basic Admin.

1.3     "Bundle" shall mean the act of shipping Basic Admin with a new SGI
        System.

1.4     "Confidential Information" shall mean all Source Code, confidential
        documentation, as more particularly described in section B of Exhibit C,
        and any other materials marked as confidential and delivered by one
        party to the other pursuant to this Agreement, subject to Section 6
        below. Any information disclosed by the party disclosing Confidential
        Information to the other party under this Agreement (the "Discloser)
        will be considered Confidential Information by the other party only if
        such information is designated as confidential, or if provided orally,
        identified as confidential at the time of disclosure and confirmed in
        writing within thirty (30) days of disclosure.

1.5     "Documentation" shall mean non-confidential materials which relate to
        the Program and which are delivered to Licensee by ESSI pursuant to this
        Agreement, as more particularly described in section A of Exhibit C.

1.6     "DSM" means ESSI's SGI-based version of its Distributed System Manager
        software as more fully described in Exhibit A.

1.7     "Enhanced Admin" means the additional feature set version of DSM as more
        fully described in Exhibit A.

        1.7.1 "NewShip Enhanced Admin" means Enhanced Admin that is licensed for
        Licensee's customers' Servers and Workstations that are licensed to run
        NewShip Basic Admin.

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        1.7.2 "Installed Enhanced Admin" means Enhanced Admin that is licensed
        for Licensee's customers' Servers and Workstations that are licensed to
        run Installed Basic Admin.

1.8     "Enhancements" shall mean all modifications to the Program made solely
        on behalf of Licensee but do not include separate add-on products which
        contain no Program code.

1.9     "Foreign Agent" shall mean ESSI's fully functional distributed systems
        agents operable on all non-SGI platforms supported by ESSI that are
        licensed to SGI customers.

1.10    "Infringement Action" shall mean any claim, suit, or proceeding brought
        against Licensee that the Program or Documentation infringes any U.S.
        patent, copyright, trademark, or trade secret, of a third party.

1.11    "Infringing Product" shall mean any restriction on the use of the
        Program as the result of an injunction issued in an Infringement Action.

1.12    "Intellectual Property Rights" shall mean the following rights that
        pertain to the Program and the Documentation:

        (a)     Rights in all U.S. and foreign letters patent and applications
                for letters patent;

        (b)     Rights in the trademarks including, but not limited to, those
                listed in Exhibit B that are enforceable under common law, state
                law, federal law, or the laws of foreign countries;

        (c)     Rights in copyrights and rights of authorship; and

        (d)     Rights in trade secrets under common law, state law, federal
                law, and the laws of foreign countries.

1.13    "Object Code" shall mean any machine executable code derived in whole or
        in part from the Source Code.

1.14    "Program" shall mean DSM and any additional computer software licensed
        by ESSI to Licensee pursuant to this Agreement, as more particularly
        described in Exhibit A.

1.15    "Release" shall mean a release of the Object Code that may be either a
        new Version or Revision.

1.16    "Revision" shall mean a release of the Object Code incorporating
        corrections and minor enhancements to the prior Revision that ESSI makes
        generally available to the public. A Revision is designated by a numeric
        identification of the form "N.M" where the "M" designates the Revision.

1.17    [*]

1.18    "SGI System" shall mean servers or server systems, and workstations or
        workstation systems manufactured, marketed, or sold by SGI and running
        the IRIX operating system or other SGI operating systems, as may be
        agreed between the parties.

1.19    "Server" shall mean general purpose computers with high levels of data
        storage and/or communications capabilities, including, without
        limitation, SGI's CHALLENGE(R), POWER CHALLENGE(R), and Origin(R) family
        of systems and their successors.


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1.20    "Source Code" shall mean any human readable code, that pertains in whole
        or in part to the Program, including any updates or upgrades.

1.21    "Supported Release" shall mean those Releases supported by ESSI as an
        ESSI commercial product. ESSI will provide support for the current and
        one (1) prior Release of the Program. Should Licensee require support on
        an earlier Release than provided for in this definition, Licensee shall
        remunerate ESSI on a time and material basis for such support
        activities. Supported Releases shall operate, at a minimum, on the
        current and one prior (as determined by Licensee) version of Licensee's
        IRIX operating system.

1.22    "Version" shall mean the Object Code releases of the Program, that ESSI
        makes available to Licensee under the provisions of the Agreement. A
        Version is designated by a numeric identification of the form "N.M"
        where "N" designates the Version identification.

1.23    "Workstation" shall mean any SGI system that is not classified as a
        Server and used predominately for individual productivity.

2.0     LICENSE GRANT.

2.1     [*]

2.2     [*]

2.3     [*]

2.4     All sublicenses under sections 2.2 and 2.3 shall be consistent with the
        relevant terms of this Agreement. With respect to the right to
        sublicense in sections 2.2 and 2.3:

        (a)     Licensee shall use a written sublicense agreement with
                protections and restrictions

                (i)     consistent with this Agreement, and

                (ii)    at least as stringent as those which Licensee uses for
                        its own software, but in no event less stringent than
                        the provisions set forth in Exhibits K and E.; and

        (b)     If any sublicensee is a U.S. Government agency, Licensee shall
                assure that all copies of Object Code contain a "U.S. Government
                Restricted Rights" legend at least as protective as the
                following:

        "U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND


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        The Software and Documentation have been developed entirely at private
        expense. They are delivered and licensed as "commercial computer
        software" as defined in DFARS 252.227-7013 (Oct 1988), DFARS
        252.211-7015 (May 1991), or DFARS 252.227-7014 (dun 1995), as a
        "commercial item" as defined in FAR 2.101(a), or as "Restricted computer
        software" as defined in FAR 52.227-19 (dun 1987) (or any equivalent
        agency regulation or contract clause), whichever is applicable. You have
        only those rights provided for such Software and Documentation by the
        applicable FAR or DFARS clause or the ESSI standard software agreement
        for the product involved."

2.5     Licensee hereby grants to ESSI a non-exclusive, royalty-free,
        non-transferable internal license to use the Licensee Property and
        intellectual property embodied therein, for the sole purpose of
        development and testing of DSM under this Agreement. No Licensee
        Property may be provided to any third party without the prior written
        approval of Licensee. Licensee Property consisting of hardware and
        software shall be provided to ESSI under the terms of Exhibit I "SGI
        Equipment Loan Agreement". "Licensee Property" shall mean all property,
        including designs, software, documentation, models, tools, devices and
        other materials, owned or licensed to Licensee, which may be furnished
        to ESSI under the SGI Equipment Loan.

2.6     ESSI retains all right, title, and interest in the Program and
        Documentation. Licensee shall take all reasonable measures to protect
        ESSI's proprietary rights in the Program and Documentation. Licensee is
        not granted any other rights or license to patents, copyrights, trade
        secrets, or trademarks with respect to the Program or Documentation or
        other Confidential Information. Each party shall notify the other party
        in writing upon its discovery of any unauthorized use or claim of
        infringement of the Program or Documentation or either party's patents,
        copyrights, trade secrets, trademarks, or other intellectual property
        rights.

2.7     ESSI agrees that during the term of this Agreement it shall not [*]. 
        This Section 2.7 shall exclude [*] of the Effective Date.

2.8     ESSI agrees that it shall not [*] with any [*] as of the Effective
        Date for a period of [*] from the Effective Date.

3.0     PAYMENTS.

3.1     FEES

        3.1.1   In consideration for the rights granted in article 2 above,
                Licensee shall pay ESSI:

                (a)     A support fee of [*] according to the schedule at 
                        Exhibit F; and

                (b)     Non-Recurring Engineering Fees according to the schedule
                        at Exhibit L.

3.2     Royalties.

        3.2.1 No royalty shall be due for any copy used or distributed by
        Licensee only for reasonable demonstration, training, or support
        purposes.

        3.2.2 Licensee shall pay ESSI a royalty in accordance with the schedule
        attached as Exhibit F for each copy of Object Code sold, distributed or
        otherwise disposed of, either internally or externally, by Licensee or
        its sublicensees, for the rights granted in section 2.2 above.


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        3.2.3 Licensee shall pay ESSI a royalty in accordance with the schedule
        attached as Exhibit F for support and maintenance of each copy of Object
        Code sold, distributed or otherwise disposed of, either internally or
        externally, by Licensee or its sublicensees, in accordance with Section
        2.2 above.

3.3     General Terms of Payment.

        3.3.1 Royalty payments due ESSI shall be made in accordance with the
        payment schedule described more fully in Exhibit F. All other payments
        shall be made within [*] of receipt of a proper invoice. Payments shall
        be accompanied by a report detailing how such royalties were calculated
        or a reference to the relevant purchase order number.

        3.3.2 Licensee shall maintain true and accurate records, in accordance
        with generally accepted accounting principles, for the calculation of
        royalties. During the term of this Agreement, and for a period of [*]
        thereafter, ESSI may, at its expense, engage an independent auditor
        reasonably acceptable to Licensee to review such records (to a maximum
        of [*] prior) and verify royalty payments, provided that the auditors
        execute Licensee's confidentiality agreement and provided that ESSI may
        not conduct said audits more than once in any calendar year. In the
        event that the audit reveals an underpayment of royalties, Licensee
        shall pay ESSI [*] of any royalties due and, if the underpayment exceeds
        [*] of the total royalties due, reimburse ESSI for the reasonable cost
        of the audit.

        3.3.3 Licensee shall be solely responsible for all taxes on royalties
        and other fees required to be paid to ESSI under this Agreement,
        including state and local use, sales, property, and other taxes,
        excluding only taxes calculated solely on ESSI's income.

4.0     MARKETING, DELIVERY AND MANUFACTURING.

4.1     Licensee shall, at its own expense, use commercially reasonable efforts
        to market the Program. Licensee shall have the right to customize the
        Documentation for its own marketing, distribution, sales, and support
        efforts.

        4.1.1 Marketing Plan. During each calendar quarter, Licensee and ESSI
        shall meet in order to develop a joint marketing plan showing planned
        marketing activities and the sales forecast for the quarter.

        4.1.2 Licensee Training. Within thirty (30) days after the Effective
        Date, Licensee and ESSI shall jointly develop a training plan to
        effectively train SGI personnel.. Licensee shall bear its own expenses,
        those of its employees, and those of ESSI and ESSI's employees in
        connection with such training, including but not limited to travel,
        living expenses, and training material aids.

        4.1.3 [*] Licensee agrees, for the term of this Agreement, [*] 
        beginning with [*]. Licensee shall have the right to [*] if it so
        elects.

4.2     This Agreement does not create any partnership, agency, or other
        relationship other than that of licensee and licenser in accordance with
        the express provisions of this Agreement.

4.3     ESSI shall provide [*]


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4.4     ESSI agrees to make Licensee's operating system a [*] As used herein,
        [*] shall mean [*] during the term of this Agreement shall be [*] either
        [*], the [*]

5.0     SUPPORT.

5.1     ESSI shall, during the term of this Agreement, support the Program as
        set forth in this Section 5, provided however that:

        (a)     Licensee pays ESSI the support and software upgrade fees
                specified in Section 3 of this Agreement; and

        (b)     ESSI shall be obligated to support the Program as set forth in
                Exhibit G to the extent that defects are not caused by Licensee.

5.2     Licensee and ESSI shall be responsible for all support of Licensee's
        customers as provided in Exhibit G.

5.3     The support obligations of ESSI, together with the Licensee's royalty
        and payment obligations provided for in Section 3.2.3 associated with
        such support obligations provided for in this Section 5 shall continue
        for a period of twelve (12) months beyond the term of this Agreement,
        provided that Licensee accepts every Release for the Program issued by
        ESSI. ESSI shall only be obligated to support Supported Releases.

6.0     CONFIDENTIAL INFORMATION.

6.1     A recipient of Confidential Information shall protect the Information by
        using the same degree of care, but no less than a reasonable degree of
        care, to prevent any unauthorized use, dissemination, or publication as
        the recipient uses to protect its own Confidential Information of a like
        nature. The recipient shall restrict access to the Confidential
        Information to those of its employees having a need to know. The
        recipient's obligations under this section 6.1 shall continue for [*]
        from the expiration or termination of this Agreement, except for Source
        Code which may be received hereunder, which must be protected for [*]
        from the expiration or termination of this Agreement.

6.2     A recipient of Confidential Information acknowledges and agrees that:

        (a)     The discloser will be irreparably injured by the disclosure or
                threatened disclosure of any Confidential Information in
                violation of this Agreement; and

        (b)     In addition to any other remedies available at law or in equity,
                the discloser may obtain an injunction to prevent such
                disclosure or the continuation of such disclosure.

6.3     Confidential Information does not include information that:

        (a)     Was rightfully in the recipient's possession before receipt from
                the discloser;

        (b)     Is or becomes a matter of public knowledge through no fault of
                the recipient;

        (c)     Is rightfully received by the recipient from a third party
                without a duty of confidentiality;

        (d)     Is disclosed by the discloser to a third party without a duty of
                confidentiality on the third party;


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        (e)     Is independently developed by individuals without access to, or
                knowledge of, Confidential Information; or

        (f)     Is disclosed under operation of law, provided the recipient
                gives the discloser prior notice, so that discloser has a chance
                to seek a protective order.

7.0     PROPRIETARY NOTICES.

7.1     ESSI shall include within the Object Code any trademark and copyright
        notices as applicable. Licensee shall reproduce such notices when
        marketing and distributing Object Code.

7.2     Documentation distributed by Licensee shall include the following
        notice:

        "Copyright (C) 1994, 1995, 1996, 1997 by ENlighten Software Solutions,
        Inc. All Rights Reserved."

8.0     ENHANCEMENTS.

8.1     ESSI shall disclose all Enhancements to Licensee [*] promptly, but in 
        any event no later than ninety (90) days after commercial release of 
        the Object Code version of the product.

8.2     ESSI shall own all right, title, and interest to any Enhancements and
        derivative works of the Program created by either party.

9.0     WARRANTIES.

9.1     ESSI warrants that it has full power and authority to grant the rights
        under this Agreement.

9.2     ESSI shall defend at ESSI's expense any Infringement Action and pay any
        final awarded damages and costs of settlement provided that Licensee
        gives ESSI prompt notice of any Infringement Action, as well as all
        authority, information, and assistance (at ESSI's expense) necessary to
        defend the Action. With respect to any Infringing Product, ESSI may, at
        its expense and option:

        (a)     Procure for Licensee the right to continue using the Product;

        (b)     Replace the Product with a non-infringing product of comparable
                function or performance;

        (c)     Modify the Product to be non-infringing; or

        (d)     If ESSI determines that none of the foregoing alternatives is
                feasible, terminate Licensee's rights to the Product but only to
                the extent necessary to avoid the infringement; [*]

9.3     Section 9.2 states the entire liability of ESSI for infringement of
        intellectual property rights by the Program or Documentation.
        Notwithstanding Section 9.2, ESSI shall have no liability under this
        Agreement for any claim, suit, or proceeding which is based upon, and
        which could have been avoided but for:


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        (a)     Any combination, operation, or use of the Program or
                Documentation with equipment, software, documentation, or other
                items not supplied by ESSI;

        (b)     Any modification of the Program or Documentation by anyone other
                than ESSI; or

        (c)     Any use of other than the most current Release of the Program if
                such claim would have been avoided by the use of such Release,
                provided Licensee had a reasonable opportunity to upgrade to the
                most current Release.

9.4     ESSI warrants that DSM shall be substantially compliant with the
        description contained in Exhibit A, as modified from time to time as
        allowed under this Agreement.

9.5     ESSI MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE
        PROGRAM AND THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION AS TO THEIR
        MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO PERSON,
        INCLUDING LICENSEE, IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR
        REPRESENTATION CONCERNING THE PROGRAM ON ESSI'S BEHALF. LICENSEE SHALL
        BE SOLELY RESPONSIBLE FOR ANY CLAIMS, WARRANTIES, OR REPRESENTATIONS
        MADE BY LICENSEE OR ITS EMPLOYEES OR AGENTS.

9.6     EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN SECTON 9.2, IN NO EVENT
        SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
        CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS)
        ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT THE PROGRAM, OR ANY
        RELATED MATTER, OR IN FURTHERANCE OF THE PROVISIONS AND OBJECTIVES OF
        THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR ANY
        OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH
        DAMAGES.

10.0    TERM AND TERMINATION.

10.1    Except as provided in Section 10.6, this Agreement shall commence on the
        Effective Date and shall expire three (3) years thereafter, unless
        earlier terminated for cause.

10.2    Either party may terminate this Agreement if the other party breaches
        any provision of this Agreement and if such breach is not cured within
        thirty (30) days of written notice from the non-breaching party advising
        of such breach. For purposes of this section 10.2, to the extent
        permitted by applicable law, a breach of this Agreement shall include,
        but not be limited to, the following:

        (a)     Is the subject of a petition in bankruptcy, whether voluntary or
                involuntary;

        (b)     Is or becomes insolvent; or

        (c)     Ceases to do business in the normal course.

10.3    Upon the expiration or termination of this Agreement, Licensee shall:

        (a)     Immediately cease distributing the Object Code and
                Documentation; and

        (b)     Either destroy (with prompt certification by an authorized
                representative of the Licensee) or return to ESSI, at ESSI's
                option, [*] all copies and 


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                executable derivatives thereof. Notwithstanding the foregoing,
                provided this Agreement has not been terminated for breach by
                Licensee, Licensee may keep, [*] without any rights to sell,
                market, or distribute any additional Object Code versions [*].
                All such changes [*], and all copies and executable derivatives
                thereof, shall be the property of ESSI and shall either be
                destroyed (with certification by an authorized representative of
                the Licensee) or returned to ESSI, at ESSI's option, upon
                expiration of such [*] following the expiration or termination
                of this Agreement.

10.4    Notwithstanding any expiration or termination of this Agreement, the
        following provisions expressly survive: Sections 2.6, 3, 6, 9.5, 9.6,
        11.1, 11.2, 11.4, 11.5, 11.7, 11.8, 11.9 and 11.10. Further, the
        expiration or termination shall not affect any sublicense agreements
        validly granted by Licensee as of the date of expiration or termination.

10.5    In addition to the provisions of Section 10.2 and 10.3, Licensee shall
        have the right to terminate this Agreement [*] of written notice to ESSI
        [*]. Licensee shall also have the right to receive the material which
        has been placed in escrow as further defined in the Escrow Agreement
        executed by the parties contemporaneous with this Agreement, a copy of
        which is attached hereto as Exhibit D, which Escrow Agreement is
        incorporated herein.

10.6    Notwithstanding the term provided in Section 10.1, [*]. Such option 
        must be exercised [*] of receipt of written notice of [*]. For purposes
        of this Section 10.6, [*].

11.0    MISCELLANEOUS PROVISIONS.

11.1    Notices. All notices required under this Agreement shall be in writing
        and shall be considered given upon personal delivery or delivery by
        electronic means (e.g. fax), upon forty-eight hours after sending by air
        courier, or upon seventy-two hours after deposit in the United States
        Mail, certified mail return receipt requested, addressed to the
        appropriate Account Manager as specified below:

        Licensee:     Silicon Graphics. Inc.
                      2011 North Shoreline Boulevard
                      Mountain View. CA 94043-1389
               Attention:    Legal Services
               Phone Number: (650) 933-6448
               Fax Number:   (650) 932-0652


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        ESSI:         ENlighten Software Solutions, Inc.
                      999 Baker Way, Fifth Floor
                      San Mateo, CA 94404
               Attention:    Legal
               Phone Number: (650) 578-0700
               Fax Number:   (650) 524-5952

11.2    Confidentiality of Agreement. Neither party shall disclose to any third
        party the terms of this Agreement other than its existence in general.

11.3    Assignment. Neither party may assign nor transfer its rights or
        responsibilities set forth in this Agreement without the prior written
        consent of the other party, which shall not be unreasonably withheld
        [*].

11.4    Waiver. A party's failure to exercise any of its rights under this
        Agreement shall not constitute a waiver or forfeiture of any such rights
        nor of any other rights.

11.5    Export. The parties acknowledge that the export of Confidential
        Information may be subject to regulations which may prohibit the export
        of such information to certain foreign countries or the disclosure of
        such information to certain foreign nationals. The parties, therefore,
        agree to comply strictly with all applicable export laws, regulations,
        executive orders and the like.

11.6    Exhibits. In the event of any conflict between an Exhibit and the main
        body of this Agreement, the latter shall control. The following Exhibits
        are incorporated in full into this Agreement by the first reference to
        each such Exhibit:

        (a)    Exhibit A, Program Description;
        (b)    Exhibit B, ESSI Trademarks;
        (c)    Exhibit C, Documentation;
        (d)    Exhibit D, Escrow Agreement
        (e)    Exhibit E, Object Code Sublicensing Terms;
        (f)    Exhibit F, Royalty Schedule and Payment Terms;
        (g)    Exhibit G, Support and Training;
        (h)    Exhibit H, Delivery and Acceptance;
        (i)    Exhibit I, SGI Equipment Loan Agreement;
        (j)    Exhibit J, Loaned Equipment Schedule;
        (k)    Exhibit K, ESSI Software License Terms; and
        (1)    Exhibit L, Non-Recurring Engineering Items.
        (m)    Exhibit M, DSM List Price and Support Royalty.
        (n)    Exhibit N, ESSI Customers.



11.7    Governing Law. This Agreement shall be governed by, and construed in
        accordance with, the laws of the State of California, U.S.A, without
        giving effect to the principles of conflict of law. The United Nations
        Convention on Contracts for the International Sale of Goods is
        specifically excluded from application to this Agreement.

11.8    Injunctive Relief. Unauthorized use of the Program, any information
        contained therein, or other Confidential Information will diminish the
        value to either party of the trade secrets and proprietary information
        that are the subject of this Agreement. Therefore, if either party
        breaches any of its obligations hereunder, the affected party shall be
        entitled to equitable relief 


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        to protect its interests therein, including but not limited to
        injunctive relief, as well as monetary damages.

11.9    Employees. Both parties agree to refrain from actively recruiting the
        other party's employees during the term of this Agreement and for [*]
        following the earlier of the termination of this Agreement or the
        voluntary termination of the employee's employment by either party.

11.10   Entire Agreement. This Agreement and the Exhibits represent the entire
        agreement between the parties as to the matters set forth and integrates
        all prior discussions and understanding between them. This Agreement may
        only be modified by a written instrument signed by an authorized
        representative of both Licensee and ESSI.

SILICON GRAPHICS, INC.               ENLIGHTEN SOFTWARE SOLUTIONS, INC.


By:                                  By:
   -----------------------------        -------------------------------
Typed Name:                          Typed Name:
          ----------------------               ------------------------
Title:                               Title:
     ---------------------------           ----------------------------


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                                    EXHIBIT A
                               PROGRAM DESCRIPTION

The ENlighten/DSM ("DSM") product and feature functionality is fully described
by the DSM version 2.3 documentation set. As of the Effective Date, the current
version of DSM is 2.3.0. [*]

A. Basic Admin [*]

        1. The [*] has been moved from [*]

        2. [*] has been moved from [*]

        3. [*] has been moved from [*] under the new menu location.

        4. [*] will be moved from [*]

        5. [*] will be moved from [*].

B. [*] will contain [*].

It is [*]. Over time, minor and major features may be added or removed [*] 
however, the [*] will remain [*] unless otherwise agreed to in writing by both
the Licensee and ESSI.

Proposed [*] will be submitted to Licensee [*] for Licensee's review. Any
objections [*] must be returned to ESSI [*]

ESSI retains [*]

DSM will (i) process without error information and/or data that includes or
refers to dates and/or time ("Date Data") on any day during any year in, before
and after the twenty-first century, including any leap day or year, (ii)
maintain a consistent relationship with the real (external) time and date, and
(iii) when used in combination with other products not provided by ESSI,
correctly and accurately exchange Date data, to the extent that such other
products correctly and accurately exchange Date Data. For purposes of this
paragraph, "process" includes, but is not limited to, manipulate, output,
receive, retrieve, store, sort, transmit, transform, and verify Date Data.


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                                    EXHIBIT B
                                 ESSI TRADEMARKS

Licensee shall include a trademark acknowledgment in all Object Code and
documentation derived from Documentation. Such acknowledgment shall specify that
the Object Code and documentation are based on ESSI's Program and shall be
worded as follows:

ENlighten is a registered trademark of ENlighten Software Solutions, Inc.
ENlighten for UNIX/Distributed Systems Manager and ENlighten/DSM are trademarks
of ENlighten Software Solutions, Inc. All information contained in the manual
for ENlighten for UNIX/Distributed Systems Manager is proprietary to ENlighten
Software Solutions and all rights are reserved.


                                    Page 13


<PAGE>   14
                                    EXHIBIT C
                                  DOCUMENTATION

Section A - Sublicensable Documentation
ESSI will provide both printed and electronic forms of the end-user customer
documentation currently delivered with the Program when purchased by an ESSI
customer, including, but not limited to:

        (1) ENlighten/DSM User's Manual



Section B - Confidential Documentation
This shall include any technical and business information relating to inventions
or products, research and development, product planning methodologies,
manufacturing and engineering processes, costs, profit, or margin information,
employee skills and salaries, finances, customers, marketing and production and
future business plans of the Discloser. Confidential Documentation may also
include confidential proprietary and/or trade secret information that is owned
by third parties who may have disclosed such information to either party in the
course of such party's business.


                                    Page 14


<PAGE>   15
                                    EXHIBIT D
                                ESCROW AGREEMENT

This ESCROW AGREEMENT ("Escrow Agreement") is made the _day of ________, 1998
("Effective Date"), among ___________________, a corporation ("ESSI") having a
place of business at _______________, and Silicon Graphics, Inc., a Delaware
corporation ("Licensee" or "SGI"), having a place of business at 2011 N.
Shoreline Blvd., Mountain View, CA 94043-1389, and Data Securities
International, Inc., a California escrow agent having an office at 345
California Street, Suite 1220, San Francisco, CA 94104 ("Escrow Agent").

WHEREAS, ESSI and SGI have entered into a Software License, OEM, and
Distribution Agreement (the "License Agreement) involving certain ESSI products
("DSM" as defined in the License Agreement), to which this Escrow Agreement is
an attachment.

WHEREAS, the benefits conferred under this Escrow Agreement are a material part
of the consideration given by ESSI under the License Agreement.

WHEREAS, this Escrow Agreement is being entered into [*]. In consideration of
the execution of the Escrow Agreement and the mutual covenants herein contained,
the parties hereto agree as follows:

1.0. SOURCE CODE.

1.1. INITIAL DELIVERY. ESSI shall deliver to Escrow Agent the Material and
associated documentation described in Appendix A to this Escrow Agreement [*]
execution of this Agreement, or [*], whichever date is later. ESSI represents
and warrants that it has all right, title and interest to such Material and any
intellectual property pertaining thereto. Escrow Agent shall acknowledge in
writing to SGI and ESSI receipt of the Material marked "Escrowed Material
provided pursuant to a License Agreement and Escrow Agreement," but does not and
shall not make any representation or warranty as to the contents of the Material
or the conformity of the Material to the description set forth in Appendix A
hereto. Simultaneously with such delivery to Escrow Agent, ESSI shall deliver to
SGI a letter certifying that the Material being delivered to Escrow Agent is in
conformity with Appendix A hereto and is in satisfaction of ESSI's obligations
hereunder.

1.2. UPDATES. ESSI shall [*]. Such deliveries shall be made in accordance with 
Section 1.1 above.

1.3. RIGHTS TO POSSESSION. While the Material is held in escrow hereunder: (a)
ESSI shall have no right of possession of such Material, and (b) SGI shall have
no right of access thereto and shall have only those rights specifically
provided for herein.

2.0. DELIVERY OF MATERIAL BY ESCROW AGENT.
2.1 Escrow. Escrow Agent shall hold the Material in escrow until authorized
hereunder to deliver the same as follows:

(a) Promptly after receipt of written notice signed by both parties that [*], 
    Escrow Agent shall deliver to ESSI, free and clear of any interest of SGI 
    or Escrow Agent, all Material then held by Escrow Agent.

(b) At any time prior to receipt of the notice specified in Section 2.1 (a)
    hereof, [*]. Upon[*], Escrow Agent shall, subject to [*].


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<PAGE>   16
(c) At any time prior to receipt of the notice specified in Section 2.1 (a)
    hereof, [*] Escrow Agent [*]. Upon [*] Escrow Agent shall, subject 
    to [*].

        2.2. CONFIRMATION OF DELIVERY. A copy of any notice to Escrow Agent
pursuant to Section 2.1 (b) or (c) hereof shall be delivered by hand or by mail
(certified mail, return receipt requested) to the other party and such notice to
Escrow Agent [*]. Escrow Agent shall not [*] hereof prior to the [*] on which 
Escrow Agent [*]. If either party [*] by the other party, such objecting party 
[*] and the provisions of [*] will be followed.

        2.3. DELIVERY TO SGI. The Material [*]

(a)  the [*]

(b)  [*]

(c)  the determination, [*]

(d)  the determination, [*]

(e)  the [*]

3.0. RIGHTS OF SGI WITH RESPECT TO MATERIAL. Upon the delivery of the Material
by Escrow Agent pursuant to Section 2.0 hereof, [*] provided, however, that the
right set forth [*] solely for [*] and is subject to all of the provisions of
Sections [*] which are incorporated herein by reference, and further provided
that [*] [*] in accordance with this provision [*] its successor or its
authorized legal representative. Notwithstanding the foregoing, no title or
ownership interest in any trade secret or other intellectual property is
included in any transfer of Material to SGI hereunder. [*] this does not
include [*]

4.0. SETTLEMENT OF DISPUTES. Any dispute that may arise under this Escrow
Agreement, including, without limitation, disputes arising during the period of
[*] hereof with respect to the delivery of the Material, or the duties of Escrow
Agent hereunder, shall be settled [*], all costs and expenses of which
(including reasonable attorneys' fees ) shall be borne [*] which the [*]. Prior
to the settlement of any such dispute, Escrow Agent is authorized and directed
to retain the Material in its possession, without liability to anyone.

5.0. CONCERNING THE ESCROW AGENT.


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<PAGE>   17
        5.1. Fees. [*]; Escrow Agent's fees and price schedule for services is 
set forth hereto in Appendix B. [*] any such fees payable to Escrow Agent.

        5.2. RESIGNATION/DISCHARGE. Escrow Agent may resign and be discharged
from its duties hereunder at any time by giving notice of such resignation to
SGI and ESSI specifying a date when such resignation shall take effect. Upon
such notice, a successor Escrow Agent shall be appointed with the consent of
both SGI and ESSI, such successor Escrow Agent to become Escrow Agent hereunder
upon the resignation date specified in such notice. If SGI and ESSI are unable
to agree upon a successor Escrow Agent within thirty (30) days after such
notice, Escrow Agent shall be entitled to appoint its successor, who shall be
subject to all the terms and conditions of this Escrow Agreement. Escrow Agent
shall continue to serve until its successor accepts the escrow and receives the
Material. SGI and ESSI shall have the right at any time upon this mutual consent
to substitute a new Escrow Agent by giving notice thereof to Escrow Agent then
acting.

        5.3. RELIANCE. Escrow Agent undertakes to perform such duties as are
specifically set forth herein and may conclusively rely and shall be protected
in acting or refraining from acting, on any written notice, instrument, or
signature reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties duly authorized to do so. Escrow Agent
shall have no responsibility for the contents of any writing contemplated herein
and may rely without any liability upon the contents thereof, so long as Escrow
Agent is not negligent in so relying.

        5.4. GOOD FAITH CONDUCT. Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and reasonably believed by it to be
authorized hereby or within the rights or powers conferred upon it hereunder,
nor for action taken or omitted by it in good faith, and in accordance with
advice of counsel (which counsel may be of Escrow Agent's own choosing).

6.0. MISCELLANEOUS.

        6.1. MODIFICATION. This Agreement may only be modified by the prior
written approval of a duly authorized representative of each party.

        6.2. COUNTERPARTS. The Agreement may be executed in one or more
counterparts, but all such counterparts shall constitute but one and the same
instrument.

        6.3. HEADINGS. Section headings contained in this Agreement have been
inserted for reference purposes only, and shall not be used in the
interpretation of this Agreement.

        6.4. NO RIGHTS. Except as otherwise expressly provided in this
Agreement, no license or rights in any ESSI software or other intellectual
property are provided under this Agreement, either expressly or by implication,
estoppel or otherwise.

        6.5. GOVERNING LAW. This Agreement will be governed by and interpreted
in accordance with the laws of the State of California, excluding its choice of
laws rules. ESSI and SGI agree that any dispute regarding the interpretation or
validity of, or otherwise arising out of, this Agreement, or relating to the
products sold, distributed or licensed under this Agreement will be subject to
the exclusive jurisdiction of the California state courts in and for Santa
Clara, County, California (or, if there is federal jurisdiction, the United
States District Court for the Northern District of California), and ESSI and SGI
agree to submit to the personal and exclusive jurisdiction and venue of these
courts.

        6.6. ASSIGNMENT. This Agreement is [*], provided, however, that [*]
without such [*]


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<PAGE>   18
        6.7. WAIVER. The failure of either party to enforce at any time, or for
any period of time, the provisions of this Agreement will not be interpreted to
be a waiver of such provisions or of the right of such party to enforce each and
every such provision.

        6.8. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or by mail or (registered or certified mail, postage prepaid)
(except in the case of notices given pursuant to Section 2.1 hereof, for which
proof of delivery is required) to the parties at their respective address set
forth in the heading of the Agreement (and in the case of Escrow Agent, as
specified in Appendix B) or to such other addresses as any party may have
furnished to the others in writing, in accordance herewith. Notices to SGI shall
be sent to the attention of "Legal Services."

        6.9. SEVERABILITY. In the event that any of the provisions of this
Agreement will be held by a court or other tribunal of competent jurisdiction to
be unenforceable, the remaining portions of this Agreement will remain in full
force and effect, provided that in such event ESSI and SGI agree to negotiate in
good faith substitute enforceable provisions which most nearly effect ESSI's and
SGI's intent in entering into this Agreement.

        6.10. INTEGRATION. THIS Agreement, including the attachments to this
Agreement, constitutes the entire agreement between the parties, and any and all
written or oral agreements previously existing between the parties pertaining to
the subject matter of this Agreement are expressly canceled. Each party
acknowledges that it is not entering into this Agreement on the basis of, and
has not relied on, any representations not expressly contained in this
Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be
duly executed and delivered on the date indicated below.

SILICON GRAPHICS, INC.                             ESCROW AGENT


By:                                  By:
   -----------------------------        -------------------------------
Typed Name:                          Typed Name:
          ----------------------               ------------------------
Title:                               Title:
     ---------------------------           ----------------------------

COMPANY


By:                              
   ----------------------------- 
Typed Name:                      
          ---------------------- 
Title:                           
     --------------------------- 


                                    Page 18



<PAGE>   19

                                   Appendix A



ESSI shall place into escrow, the following material:

        Source Code and all program documentation required to [*].


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<PAGE>   20
                                    EXHIBIT E
                         OBJECT CODE SUBLICENSING TERMS
1.   Sublicensee may [*].
2.   Sublicensee may [*].
3.   Sublicensee may [*].
4.   Sublicensee [*].
5.   Licensee is authorized to [*] of this Agreement.
6.   Sublicensee may [*] sublicensee shall [*].
7.   Licensee is only [*]:

     (a)   [*]
           [*] bundled with [*] for [*].

     (b)   [*]
           [*] for each [*] that is then [*].

     (c)   [*]
           [*] license for each [*] not [*]. Each license is [*].

     (d)   [*]
           [*] license for each [*] that is then-[*].

     (e)   [*]
           [*] license for each [*] license for each [*] that does not [*]. 
           Each [*] is [*]. Such licenses are [*] with a [*] from a [*].

     (f)   [*]
           [*] license for any [*].

     (g)   [*]
           [*] license for any [*].

     Licensee is required to report to ESSI, [*].


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<PAGE>   21
                                    EXHIBIT F
                       ROYALTY SCHEDULE AND PAYMENT TERMS

A.      ROYALTY SCHEDULE


<TABLE>
<CAPTION>
      LICENSED PRODUCT              LICENSE ROYALTY OR FEE                                SUPPORT ROYALTY OR FEE
<S>                                <C>                                               <C>
                                                                                     
(1) [*]

    (a) [*]                        [*]                                               [*]



    (b) [*]                        [*]                                               See the table on Exhibit M 
                                                                                     for [*] for support 
                                   
                                   

    (b) [*]                        [*]                                               [*] for A(1)(a) above 
                                   

(2) [*]

    (a) [*]                        [*]                                               See the table on Exhibit M
                                                                                     for [*] for support
                                   
                                   

    (b) [*]                        [*]                                               See the table on Exhibit M 
                                                                                     for [*] for support 


(3) [*]                            [*]                                               See the table on Exhibit M 
                                                                                     for [*] for support

                                   
</TABLE>


ESSI agrees not to [*] by more than [*] and the amounts above [*] in ESSI's [*]
for the Program.


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<PAGE>   22
                               EXHIBIT F (CONT'D)
                       ROYALTY SCHEDULE AND PAYMENT TERMS

B.      ROYALTY PAYMENT TERMS


<TABLE>
<CAPTION>
      LICENSED PRODUCT           LICENSE ROYALTY OR FEE           SUPPORT ROYALTY OR FEE
<S>                           <C>                                <C>
(1) [*]

    (a) [*]                   [*]                                 [*]




    (b) [*]                   Same as [*] above                   Same [*] above



    (b) [*]                   Same as [*] above                   included in [*] above


(2) [*]

    (a) [*]                   Same as [*] above                   Same as [*] above



    (b) [*]                   Same as [*] above                   Same as [*] above



(3) [*]                       Same as [*] above                   Same as [*] above


</TABLE>


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<PAGE>   23
                                    EXHIBIT G
                              SUPPORT AND TRAINING

1.0.    DEFINITIONS RELATED TO SUPPORT

1.1.    "VENDOR MANAGER" means an employee of Licensee who acts as the prime
        interface with ESSI for support requests and issues. [*].

1.2.    "SUPPORT SERVICES" means the technical support services described
        herein, and provided hereunder.

1.3.    "ENGINEERING TECHNICAL CONTACT" means the ESSI technical contact with
        engineering expertise who will work directly with Licensee's VSR to
        resolve support problems.

1.4.    [*] SUPPORT SERVICES" means support services provided for [*] under 
        First Level, Second Level and Third Level Support.

1.5.    [*] SUPPORT SERVICES" means support services provided for [*] under 
        First Level, Second Level and Third Level Support.

1.6.    "LICENSEE'S AGENTS" means all [*] and/or ESSI that are [*].

1.7     "ERRORS" means [*].

2.0.    SUPPORT SERVICES OBLIGATIONS OF LICENSEE

2.1.    [*] SUPPORT - [*] shall [*] its [*] and/or its [*]:

                (1)     CALL TRACKING - shall include, receiving customer calls
          and determining the maintenance status of the call;

                -       Open new cases/calls with proper customer and contact
                        information;

                -       Interpret customer request, create a "Case Title" and
                        assign the case for resolution [*];

        For [*] collect information on the part number, case type,
        severity level, operating system and [*] this information to [*].

                (2)     PROBLEM DETERMINATION - Licensee shall obtain
        information and documentation [*]. In each incidence of an Error, 
        Licensee shall [*] and the [*] by the [*].

2.2. [*] SUPPORT - [*] shall [*] in addition to the [*]:

                (1)     PROBLEM RE-CREATION - shall include reproducing the
        environment [*] and/or program and to determine [*];


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<PAGE>   24
                (2)     PROBLEM RESOLUTION - shall include [*] and [*] of the
        solution and/or [*];

2.3. LICENSEE'S [*]:

        -       Make [*] customer;

        -       [*] if appropriate;

        -       Confirm [*];

        -       Request [*] as needed;

        -       [*] and forward the [*];

        -       In all other cases, [*] any [*] and [*] cases, or, on potential
                [*], identify and [*], [*];

        -       [*] to open [*] or [*].


3.0.  SUPPORT OBLIGATIONS [*]

[*] shall provide [*]. Additionally, [*] for [*] support that shall be provided
[*].

3.1. [*] SUPPORT - Licensee shall designate Licensee employees [*] to provide 
[*] to the [*] to provide [*]:

                (1)     PROBLEM RE-CREATION - shall include [*] and/or program 
        and to [*];

                (2)     PROBLEM RESOLUTION - shall include [*] of the [*];

3.2. [*] SUPPORT - [*] provide the following [*].

                (1)     BUG FIXES - shall include [*] to [*], and to [*]; 
                        and

                (2)     ENHANCEMENTS - shall include [*].

4.0.  SUPPORT OBLIGATIONS TABLE

The following table represents the parties [*]:


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<PAGE>   25

<TABLE>
<CAPTION>
                                                                   [*]
                        LICENSED PRODUCT           [*]             [*]               [*]   
                        ----------------      -----------     ---------------   --------------
<S>                     <C>                   <C>             <C>               <C>
        [*] Support     Call Tracking              [*]             [*]               [*]
        [*] Support     Problem                    [*]             [*]               [*]
                        Determination              [*]             [*]               [*]
        [*] Support     Problem Re-creation        [*]             [*]               [*]
        [*] Support     Problem Resolution         [*]             [*]               [*]
        [*] Support     Bug Fixes                  [*]             [*]               [*]
        [*] Support     Enhancements               [*]             [*]               [*]
</TABLE>


5.0   PROGRAM SUPPORT

5.1. PROBLEM ESCALATION - The following describes the [*] for [*] under this 
Agreement:

        -       [*] each [*]. When the [*] has been [*] and the [*]
                it according to [*]:

        -       URGENT: The customer is [*]. This [*] solution. An [*] when
                there is [*] feature which [*] of a customer's [*] to the 
                customer's [*].

        -       HIGH: The customer is [*]. A [*] solution [*]. A [*] feature 
                which [*] to the customer's environment, [*] environment (ie: 
                [*].

        -       MEDIUM: The customer can [*]. A [*] (ie: [*].

        -       LOW: The customer can [*]. An [*] which is [*] of the [*].

5.2. PROBLEM RESOLUTION: [*] as indicated below:


        -       URGENT: [*]. Acknowledge means [*] and has [*] to [*] 
                understanding of the [*] and to [*] as described above. [*]
                but in [*], if such [*]. Additionally, [*].

        -       HIGH: [*] but in [*] 


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<PAGE>   26

        -       MEDIUM: [*].

        -       LOW: [*] to provide a [*] on a [*].

        -       ENHANCEMENTS: [*] made by [*] product manager shall [*].

        -       [*] to provide [*] as stated in [*]. Each correction will [*].
                Software [*] into the [*]. Corrections [*].

[*] pursuant to this Exhibit H [*].

[*] of each new [*] to the [*].

5.3. SUPPORT COVERAGE HOURS - [*] respond to [*] Pacific Time during standard 
[*]. For [*] to with [*] determined to be [*], as defined in Section 5.1, that 
occur [*] directed to the [*].

5.4. PROGRAM INFORMATION - [*], Subject to based on restrictions of
Confidentiality and Non-Disclosure, [*] to the use and/or [*]. In the event that
[*] submits to [*] description of a [*] and all such data which [*] to those
present [*] such [*] provided that the [*]. ESSI shall [*].

5.5. TRAINING - ESSI shall make available to Licensee Program and technical
training to Licensee's support personnel, [*]. Such training shall be conducted
on a mutually agreeable time on an as needed basis, [*]. Both parties intend to
cooperate in developing plans to train and certify Licensee personnel to enable
such trained personnel to train other Licensee personnel [*]. At Licensee's sole
option, [*].

5.6. DOCUMENTATION - ESSI shall provide Licensee with five (5) complete sets of
Program documentation. Licensee shall have the right to use, distribute and
publish documentation on Licensee's technical publication website provided that
all trademarks and/or copyrights are properly attributed on any reproduction for
such documentation. ESSI agrees to provide Licensee with the following services,
subject to the conditions for such support set forth in the Agreement:


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                                    Page 26


<PAGE>   27
ESSI shall provide [*]. ESSI shall [*] ESSI will [*]. ESSI will [*] ("MR") date.

5.7. TOOLS AND OTHER INFORMATION - ESSI agrees to provide Licensee with [*].
ESSI shall provide [*] assist [*]. Such access shall be [*] available, [*].
Information obtained [*] subject to the Confidentiality restrictions listed in
this Agreement. Additionally, ESSI shall provide Licensee a [*] to be used [*]
in accordance with the Agreement.

5.8. PROGRAM FIX DATABASE - ESSI agrees to provide Licensee [*] information on 
[*], on a [*] in machine readable format that can be read on a SGI platform.


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<PAGE>   28
                                    EXHIBIT H
                             DELIVERY AND ACCEPTANCE

Within [*] after the Effective Date, ESSI shall deliver to Licensee (i) [*];
(ii) a hard copy and electronic version of the Documentation; and (iii) a [*]
[*] in a form determined by ESSI (Collectively the "Deliverables"). Licensee
shall accept or reject the Deliverables within [*] after receipt thereof. If
Licensee does not within such time limit reject the Deliverables by written
notice to ESSI specifying the reasons for rejection, the Deliverables shall be
deemed accepted. Licensee shall [*] Releases, Revisions, or Versions to the
Program or Documentation delivered to Licensee in accordance with the terms of
this Agreement within [*] after receipt thereof. If Licensee does not within
such [*] by written notice to ESSI specifying the reasons for rejection, the
Deliverables shall be deemed accepted. All shipping charges, special packing
expenses and insurance, if any, will be borne by Licensee. It is the
responsibility of the Licensee to provide and prepare the configuration of the
system environment necessary to properly distribute the Program in accordance
with the terms of this Agreement. [*].


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<PAGE>   29
                                    EXHIBIT I
                          SGI EQUIPMENT LOAN AGREEMENT

Section 7.1 of the attached SGI Equipment Loan Agreement shall be stricken in
its entirety and replaced with the following:

        7.1 Term. COMPANY shall be entitled to utilize the Loaned Equipment
[*] until the expiration or termination of COMPANY's support obligations under
the Software License, OEM, And Distribution Agreement between SGI and COMPANY,
dated ___________________. In the event of termination hereof, COMPANY shall [*]
after termination.


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<PAGE>   30
                                          EXHIBIT J
                                  LOANED EQUIPMENT SCHEDULE


<TABLE>
<CAPTION>
Item           Description          Operating System Version     Purpose
<S>            <C>                  <C>                         <C>
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]
  [*]             [*]                          [*]                 [*]

</TABLE>


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<PAGE>   31
                                    EXHIBIT K
                           ESSI SOFTWARE LICENSE TERMS
                       ENLIGHTEN SOFTWARE SOLUTIONS, INC.
                                LICENSE AGREEMENT

<TABLE>
<S>                 <C>                                   <C>
"ENlighten":        ENlighten Software Solutions, Inc.    "CUSTOMER":____________________
Incorporated:       California                            _______________________________
Address:            999 Baker Way, Fifth Floor            _______________________________  
                    San Mateo, CA  94404-1568             _______________________________
                    Attn:  Contract Administration        _______________________________
Telephone:          (415) 578-0700  FAX:  (415) 578-0118
</TABLE>

This Agreement refers to End User Terms and Conditions. The End User Terms and
Conditions can be accessed in any of the following ways: (1) in the install
screen for the Software; (2) in electronic form on the media containing the
Software; and (3) in paper form included with the Software's evaluation
documentation.

1. DESIGNATED EQUIPMENT AND LICENSED FACILITY. The software described below (the
"Software"), Designated Equipment (identified by system class(es)) on which the
Software may reside, and the Licensed Facility(ies) at which the Software is
licensed for use are as follows:


<TABLE>
<CAPTION>
    ================================================================================================================
            SOFTWARE               QTY       SYSTEM         LICENSED FACILITY        LICENSE FEE       MAINTENANCE
                                             CLASS                                                         FEE
    --------------------------    ------    --------    ------------------------    --------------    --------------
<S>                               <C>       <C>         <C>                         <C>               <C>
    ENlighten UI (Host name___)                                                     $                 $

    --------------------------    ------    --------    ------------------------    --------------    --------------
                                                                                    $                 $
    --------------------------    ------    --------    ------------------------    --------------    --------------
                                                                                    $                 $
    --------------------------    ------    --------    ------------------------    --------------    --------------
                                                                                    $                 $
    --------------------------    ------    --------    ------------------------    --------------    --------------
                                                                           TOTAL    $                 $
    --------------------------    ------    --------    ------------------------    --------------    --------------
    ================================================================================================================
</TABLE>


2. MAINTENANCE FEES. The annual fee for Maintenance (as described in Section 7
of the End User Terms and Conditions) is 20% of the license fee in effect (as
determined by ENlighten) for new licenses of the Software at each anniversary
date set out in Section 3 below. The Maintenance fee for the first year is
priced according to Section 1 above. ENlighten shall provide Maintenance from
its San Mateo office which makes Maintenance personnel available as described in
Paragraph 7(a) of the End User Terms and Conditions during ENlighten's normal
business hours.

3. BILLING AND SHIPPING ADDRESS(ES) FOR CUSTOMER.


<TABLE>
<CAPTION>
                                                                                            Send Subsequent Year's
                              Ship Product To:               Send Initial Invoice To:       Maintenance Invoices To:
<S>                           <C>                            <C>                            <C>     
Customer:                     ________________________       ________________________       ________________________       
Address:                      ________________________       ________________________       ________________________       
City/State/Zip:               ________________________       ________________________       ________________________       
Attention:                    ________________________       ________________________       ________________________       
Telephone:                    ________________________       ________________________       ________________________       
</TABLE>

Each party warrants that it has full power and authority to enter into and
perform this Agreement and that the person signing this Agreement on behalf of
such party has been duly authorized and empowered to enter into this Agreement.

This Agreement (including the End User Terms and Conditions) constitutes the
entire agreement between the parties concerning the subject matter hereof. This
Agreement supersedes, and the terms of this Agreement govern, any prior
agreements, proposals, or other communications, oral or written. This Agreement
may only be changed by mutual agreement in writing of authorized representatives
of the parties in writing. The terms of this Agreement apply to all purchase
orders issued by Customer during the term of this Agreement. Any additional or
conflicting terms and conditions contained on any such purchase orders are of no
force and effect. By signing this Agreement, and in consideration of the mutual
promises set forth herein, the parties agree to the terms and conditions set
forth on this page and on the End User Terms and Conditions.

PLEASE REVIEW THE END USER TERMS AND CONDITIONS, WHICH INCLUDE IMPORTANT LEGAL
TERMS, SUCH AS LIMITATIONS ON WARRANTIES, ENLIGHTEN'S LIABILITY, AND YOUR
REMEDIES. I, THE UNDERSIGNED, HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY
IT AND THE END USER TERMS AND CONDITIONS.


                                    Page 31


<PAGE>   32
                               EXHIBIT K (CONT'D)
                           ESSI SOFTWARE LICENSE TERMS

                  Please read the following "End User Terms and
                             Conditions" carefully.


                       ENLIGHTEN SOFTWARE SOLUTIONS, INC.
                          END USER TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ENLIGHTEN SOFTWARE SOLUTIONS, INC.
("ENLIGHTEN").

        1. Definitions. Unless defined below, all terms are as defined on the
ENlighten Software Solutions, Inc. License Agreement.

        2. Term. For purposes of this Agreement, the "Evaluation Term" shall
mean a period commencing upon delivery of the Software to you and continuing for
thirty (30) days thereafter. You may extend the license granted in Paragraph 3
("Software License") beyond the Evaluation Term for a period continuing for the
life of the copyright in the Software (the "Extended Term") by paying the
then-current end user license fees and completing, signing, and returning the
ENlighten Software Solutions, Inc. License Agreement. The Software shall be
deemed accepted by you upon execution of the ENlighten Software Solutions, Inc.
License Agreement. This Agreement commences upon the Effective Date and
continues for the Evaluation Term and Extended Term, if any.

        3. Software License. Subject to these End User Terms and Conditions,
ENLIGHTEN hereby grants to you a non-exclusive, non-transferable license
(without the right to sublicense) to use the Software and its related
documentation (i) during the Evaluation Term, solely for internal evaluation by
your employees and contractors, or (ii) during the Extended Term, for your
internal business use on the Designated Equipment for access by your employees
and contractors at the Licensed Facilities, subject to the end user quantity
limits imposed by the Software's license manager ("Quantity Limit"). You can
increase the Quantity Limit by paying ENLIGHTEN the applicable then-current
license fee.

        4. Restrictions. The Software may not be reverse compiled, reverse
assembled, reverse engineered, used, executed, copied, or modified except as
stated in this Agreement. You may make a reasonable number of archival copies of
the Software for backup or archival purposes in accordance with applicable
copyright law. You must retain, reproduce, and abide by all proprietary rights
notices, serial numbers, and other notices of ENLIGHTEN and its licensors on the
Software and its related documentation and any copies thereof. You will
establish backup plans, restart and recovery procedures, and audit controls
sufficient to maintain the security and integrity of the Software. "Software"
includes but is not limited to (I) any Software updates and/or upgrades provided
by ENLIGHTEN to you during the Evaluation Term and Extended Term, if any, and
(ii) any documentation provided to you during this Agreement, including but not
limited to hard copy and electronic manuals, release notes, installation
procedures, and bug reports.

        5. Designated Equipment and Licensed Facilities. You may, upon receiving
ENLIGHTEN's prior written consent, change the Designated Equipment, transfer the
use of the Software to another piece of Designated Equipment and/or change the
Licensed Facilities. You will provide ENLIGHTEN with written notice of the
proposed new Designated Equipment or Licensed Facilities. The fee for any such
transfer shall be in accordance with ENLIGHTEN's then-current published price
list and shall be paid by you. If you desire to transfer the use of the Software
from one system class to a higher system class (as defined in ENLIGHTEN's
then-current published price list), you will pay to ENLIGHTEN the difference
between the then-current license fees for the lower class and the higher class.
You agree to notify ENLIGHTEN thirty (30) days in advance of any requested
Software relocation(s), the cost of which shall be borne by you.

        6. Taxes and Payments. You are responsible for all taxes, fees, duties,
governmental charges, and similar assessments (other than taxes based on
ENLIGHTEN's net income) attributable to your license of the Software and
procurement of Maintenance. All payments are due not later than thirty (30) days
following ENLIGHTEN's invoice date. You agree to pay interest on overdue
payments at the rate of 1.5% per month or, if less, the highest rate permitted
by law.

        7. Maintenance. Maintenance is not included with the Software, but must
be separately purchased. ENLIGHTEN will provide such maintenance and continuing
support ("Maintenance") on an annual basis at the rates described in the
ENlighten Software Solutions, Inc. License Agreement. The following provisions
shall apply to any procured Maintenance:

               (a) General Support. ENLIGHTEN shall provide you with telephone
assistance for inquiries related to the use of the Software and the reporting of
errors or other problems with the Software during ENLIGHTEN's normal business
hours.

                (b) Error Corrections. If ENLIGHTEN is notified in writing by
you of an error or other problem in the Software, and such error or other
problem can be verified, either by reproduction at ENLIGHTEN's facility or
through remote access to your facility, ENLIGHTEN shall use reasonable efforts
to correct the error or other problem within a reasonable time.


                                    Page 32


<PAGE>   33
               (c) Provision of Updates. ENLIGHTEN shall make updates to the
Software and its related documentation available to you at no additional charge.
Updates shall be provided in the same form and manner as the Software was
provided unless the parties otherwise agree. You agree to promptly install new
updates, patches, and fixes of Software as requested by ENLIGHTEN.

               (d) Lapse. If you wish to purchase Maintenance after not having
Maintenance for any period of time in which this Agreement was in effect ("Lapse
Period"), you will be required to pay the standard Maintenance fees in effect
for any such Lapse Period in addition to fees for the period for which you wish
to purchase Maintenance.


        8. Limited Warranties and Remedies.

               (a) Software. During the Evaluation Term, the Software is
provided "AS IS" and without any warranty. During the Extended Term, the only
warranty provided by ENLIGHTEN to you with regard to the Software is that the
Software media is warranted against defects in material and workmanship under
normal use for a period of ninety (90) days from the date of delivery to you. If
a defect appears in this ninety (90) day period, ENLIGHTEN will either repair or
replace defective Software media.

               (b) Maintenance. The only warranty provided by ENLIGHTEN to you
with regard to Maintenance is that such Maintenance will be of professional
quality and will conform to generally accepted industry standards and practices
for similar services.

               (c) Further Warranty Limitations. In addition to the other
limitations set forth in this Agreement, ENLIGHTEN will have no warranty
obligations if you do not promptly notify ENLIGHTEN in writing of each defect
and adequately describe the defect. ENLIGHTEN is not obligated to correct a
Software media defect that cannot be reproduced. ENLIGHTEN's warranties in this
Agreement do not apply to any Software media (i) improperly installed or
operated, (ii) altered, except by ENLIGHTEN or in accordance with its
instructions, or (iii) damaged by improper electrical power or environment,
abuse, misuse, accident, or negligence. No written or oral representation
regarding the capacity, suitability, or performance of Software or Maintenance,
whether by an ENLIGHTEN employee or otherwise, is a warranty by ENLIGHTEN or
gives rise to any liability of ENLIGHTEN. You acknowledge that no promise,
representation, warranty, or undertaking has been made or given by ENLIGHTEN or
by any other entity in relation to (i) the profitability of, or any other
consequences or benefits to be obtained from, the delivery or use of the
Software, (ii) merchantability or fitness for any purpose or purposes of the
Software, or (iii) the Maintenance. You have relied upon your own skill and
judgment in deciding to enter into this Agreement.

               (d) Except as expressly stated herein, THE SOFTWARE IS LICENSED
HEREUNDER "AS IS." ENLIGHTEN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. ENLIGHTEN SPECIFICALLY
DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES REGARDING THE SOFTWARE,
DOCUMENTATION, AND MAINTENANCE, INCLUDING THE WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

        9. Limitations on Damages. ENLIGHTEN IS NOT RESPONSIBLE FOR SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF USE, LOSS OF DATA, OR LOST PROFITS OR REVENUES), REGARDLESS OF THE FORM
OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT
LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ENLIGHTEN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. ENLIGHTEN'S TOTAL LIABILITY FOR ALL DAMAGES IN ANY
ACTION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THE SOFTWARE,
MAINTENANCE, OR THIS AGREEMENT SHALL NOT EXCEED THE PRICE YOU HAVE PAID
ENLIGHTEN FOR THE SOFTWARE.

        10. Termination. ENLIGHTEN may terminate this Agreement at any time for
a material breach of this Agreement by you. ENLIGHTEN will provide you with ten
(10) days notice of termination. Sections 4, 8, and 9 shall survive termination
of this Agreement. Upon termination of any license you must (i) either return to
ENLIGHTEN or destroy all copies of the Software and its related documentation,
and (ii) furnish to ENLIGHTEN a signed certificate of compliance with this
provision. If you desire to terminate any Maintenance provided hereunder, you
must provide ENLIGHTEN ninety (90) days advance written notice. Upon said
termination of any Maintenance, ENLIGHTEN will be under no obligation to provide
you with Maintenance of any type for the applicable Software.

        11. Export. You acknowledge that the laws and regulations of the United
States, and any other applicable foreign government, may restrict the export and
re-export of certain commodities and technical data of such nation's origin,
including the Software and its related documentation. You agree that you will
not export or re-export the Software and its related documentation without the
appropriate United States or foreign government licenses.

        12. Intellectual Property Rights and Injunctive Relief. The Software and
its related documentation, and all patents, copyrights, trade secrets, and
trademarks embodied in or associated with the Software are proprietary to
ENLIGHTEN and/or its licensors. No title to or ownership in these items is
conveyed to you or to any third party. ENLIGHTEN shall be entitled to
appropriate injunctive relief in the event of any unauthorized use of the
Software.


                                    Page 33


<PAGE>   34
        13. Assignment. You may not assign this Agreement or any license, or
transfer any Software to a different Licensed Facility or to a third party,
without ENLIGHTEN's prior written consent.

        14. Restricted Governmental Rights. If this product is acquired under
the terms of a DoD contract, use, duplication, or disclosure by the Government
is subject to restrictions as set forth in subparagraph (c)(1)(ii) of
252.277-7013 and restrictions set forth in this end user agreement. If this
product is acquired under the terms of a civilian agency contract, use,
reproduction, or disclosure is subject to 52.227-19 and restrictions set forth
in this end user agreement. Unpublished-rights reserved under the copyright laws
of the United States. ENlighten Software Solutions, Inc., 999 Baker Way, Fifth
Floor, San Mateo, CA, USA 94404.

        15. Miscellaneous. If any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions remain in effect. This
Agreement is governed by and construed under the laws of the United States of
America and the State of California as applied to transactions entered into and
to be performed entirely in California between residents of California.

        16. Waiver. The failure of either party to require performance by the
other party of any provision hereof shall not affect the full right to require
such performance at any time thereafter; nor shall the waiver by either party of
a breach of any provision hereof be taken or held to be a waiver of the
provision itself.



                           --------------------------



By entering "I AGREE" followed by your name in the green text field above, you
are indicating your acceptance and agree to be bound by the end user terms and
conditions described herein with this software package (the "software").

If you do not agree to the end user terms and conditions described herein,
please click the "do not accept" button to cancel the installation, and promptly
return the software package and the accompanying items (including all written
and other materials) to ENLIGHTEN.


                                    Page 34


<PAGE>   35

                                    EXHIBIT L
                         NON-RECURRING ENGINEERING ITEMS


Requests for non-recurring engineering (NRE) work will be submitted by Licensee
to ESSI in writing. ESSI will respond [*] with a proposal including estimated
costs for delivery of such NRE requests. Licensee will respond to ESSI's
proposal [*] proposal either authorizing the NRE work, rejecting the proposal,
or requesting revisions. After the proposal has been mutually agreed to, NRE
costs will be billed to Licensee per the following schedule:

        Engineering development time will be billed at [*]

        Required purchases of tools or other supporting software necessary to
        complete a requested change to the Program will be billed [*].

One specific area of NRE has been identified:

(1) Costs associated with [*] including but not limited to, [*] and additional
    [*].

<TABLE>
<S>                                                                   <C>     
Cost estimate for above NRE:                                          [*]
Cost estimate for [*]:                                                [*]

Total:                                                                [*]
</TABLE>


[*] = Confidential Treatment Requested -- Edited Copies



                                    Page 35


<PAGE>   36
                                    EXHIBIT M
                       DSM LIST PRICE AND SUPPORT ROYALTY

The following table represents list prices for the various components of the
Program that Licensee is eligible to sublicense to third parties. The table
below also lists the [*] due ESSI. The [*].


<TABLE>
<CAPTION>
        [*]                             List Price    Support Royalty [*]
--------------------------------------------------------------------------------------------------------------------
                                                             [*]                 [*]                    [*]
-------------------------------         ----------    ------------------------   --------        -------------------
<S>                                     <C>           <C>                        <C>             <C>
  GMS                                       N/A*             N/A*                 N/A*               N/A*
  Server Agent                              N/A*             N/A*                 N/A*               N/A*
  Workstation Agent                         N/A*             N/A*                 N/A*               N/A*

[*]
  GMS                                       [*]              [*]                  [*]                [*]
  Server Agent                              [*]              [*]                  [*]                [*]
  Workstation Agent                         [*]              [*]                  [*]                [*]

[*]
  GMS                                       [*]              [*]                  [*]                [*]
  Server Agent                              N/A              N/A                  N/A                N/A
  Workstation Agent                         N/A              N/A                  N/A                N/A

[*]
  GMS                                       [*]              [*]                  [*]                [*]
  Server Agent                              [*]              [*]                  [*]                [*]
  Workstation Agent                         [*]              [*]                  [*]                [*]

[*]
  GMS                                       [*]              [*]                  [*]                [*]
  Server Agent                              [*]              [*]                  [*]                [*]
  Workstation Agent                         [*]              [*]                  [*]                [*]

[*]
  Server Agent                              [*]              [*]                  [*]                [*]
  Workstation Agent                         [*]              [*]                  [*]                [*]
  NT Agent                                  [*]              [*]                  [*]                [*]

[*]
  Server Agent                              [*]              [*]                  [*]                [*]
  Workstation Agent                         [*]              [*]                  [*]                [*]
  NT Agent                                  [*]              [*]                  [*]                [*]
</TABLE>


[*]

[*]


[*] = Confidential Treatment Requested -- Edited Copies


                                    Page 36


<PAGE>   37
                                           EXHIBIT N
                                         ESSI CUSTOMERS

[*]


[*] = Confidential Treatment Requested -- Edited Copies



                                    Page 37