<PAGE>   1
                                                                   EXHIBIT 10.35


                   SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
                                     BETWEEN
                                INTEL CORPORATION
                                       AND
                       ENLIGHTEN SOFTWARE SOLUTIONS, INC.

                                  EFFECTIVE DATE: 10/21/99
                                  AGREEMENT No.: 1308605



Parties:

Intel Corporation (including all majority owned subsidiaries and affiliates,
hereinafter "Intel")
2200 Mission College Blvd.
Santa Clara, CA  95052

Licensor (hereinafter "Enlighten")

Enlighten Software Solutions, Inc.
999 Baker Way, 5th Floor
San Mateo, CA   94402


This Software Development And License Agreement ("Agreement") sets forth the
terms under which Enlighten agrees to develop, license and deliver the Licensed
Software to Intel in accordance with the provisions contained in the following
exhibits which are included in and made a part of this Agreement. Enlighten and
Intel are each referred to in the Agreement as a "Party," and collectively as
the "Parties:

                Exhibit "A" - General Terms and Conditions
                Exhibit "B" - Licensed Software Descriptions and Specifications
                Exhibit "C" - Compensation Provisions
                Exhibit "D" - Maintenance and Support Obligations
                Exhibit "E" - Certificate of Originality
                Exhibit "F" - Statement of Work
                Exhibit "G" - Corporate Non-Disclosure Agreement
                Exhibit "H" - Source Code Provisions



AGREED


INTEL CORPORATION                            ENLIGHTEN SOFTWARE SOLUTIONS, INC.



/s/ Ed Ekstrom                               /s/ Bill Bradley
-------------------------------              ----------------------------------
Signature                                    Signature


Ed Ekstrom                                   Bill Bradley
-------------------------------              ----------------------------------
Printed Name                                 Printed Name


CPG Vice President,
SMD General Manager                          President
-------------------------------              ----------------------------------
Title                                        Title


10/21/99                                     10/21/99
-------------------------------              ----------------------------------
Date                                         Date



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 1

<PAGE>   2

                                   EXHIBIT "A"

                          GENERAL TERMS AND CONDITIONS



1.      DEFINITIONS

1.1     General Definitions.

        (a)     "DERIVATIVE WORKS" means, for purposes of this Agreement, any
                work that would be deemed a Derivative Work under the Copyright
                Act, Title 17 of the U.S. Code and any analogous provisions
                under applicable patent or trade secret law.

        (b)     "DEVELOPMENT TOOLS" means those Enlighten proprietary software
                development tools licensed to Intel by Enlighten to facilitate
                the integration, modification, and support of the Licensed
                Software. Development Tools are set forth in Exhibit B.

        (c)     "DISTRIBUTORS" means Intel's resellers, distributors, original
                equipment manufacturers ("OEMs"), value-added resellers
                ("VARs"), system integrators, dealers, agents, and
                subdistributors.

        (d)     "END-USER DOCUMENTATION" shall mean any end user installation
                and user guides, manuals, and other technical information in
                printed and machine-readable form that is normally provided by
                Enlighten to end users of the Licensed Deliverables. End User
                Documentation specifically excludes Technical Documentation.

        (e)     "FIRST CUSTOMER SHIPMENT" means the date of first commercial
                shipment by Intel of the Integrated Intel Product to a
                Distributor or end user.

        (f)     "ENLIGHTEN INTELLECTUAL PROPERTY RIGHTS" means Enlighten's
                rights (including under licenses from third parties), now or
                hereafter existing, in any (i) patents and patent applications,
                (ii) copyrights in the Licensed Products, and (iii) trade
                secrets in or necessary to the Licensed Deliverables.

        (g)     "INTEGRATED INTEL PRODUCT(S)" means the Intel Product(s) into
                which the Licensed Deliverables are integrated in accordance
                with this Agreement. The initial Intel Product(s) to include the
                Licensed Deliverables shall be the Linux version of Intel's
                LANDesk(R) Server Manager product as created under Exhibit F
                (SOW). Upon Intel's request, the Parties may mutually agree to
                add additional Intel Integrated Products to this Agreement
                subject to mutual written agreement by the Parties as to an
                applicable SOW and the applicable royalties for such additional
                Intel Integrated Product(s).

        (h)     "INTEL ENABLING TECHNOLOGY" means the Intel proprietary
                technology as defined and set forth in Exhibit A, which will be
                used, modified and/or integrated by Enlighten with the Licensed
                Deliverables (or portions thereof) in developing the Intel
                Integrated Product as set forth in Exhibit F (SOW).

        (i)     "INTEL INTELLECTUAL PROPERTY RIGHTS" means Intel's rights
                (including under licenses from third parties), now or hereafter
                existing, in any (i) patents and patent applications, (ii)
                copyrights in the Intel Enabling Technology, and (iii) trade
                secrets in or necessary to the Intel Enabling Technology.

        (j)     "INTEL PRODUCTS" means any or all current and future Intel
                products and/or services that are developed, provided, rendered,
                manufactured, marketed, distributed, licensed, or sold by or for
                Intel and/or its Distributors.



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 2

<PAGE>   3

        (k)     "INTEL UNIQUE TECHNOLOGY" means that subset of the Licensed
                Deliverables to be developed by Enlighten pursuant to Exhibit F
                (SOW) which consists of technology that is unique to the Intel
                environment. Intel shall receive an exclusive license, including
                Licensed Software Source Code rights, to Intel Unique
                Technology.

        (l)     "LICENSED DELIVERABLES" means the Licensed Software, Development
                Tools, Intel Unique Technology, Technical Documentation, End
                User Documentation and all other deliverables set forth in
                Exhibit B that Enlighten develops, delivers and licenses to
                Intel under this Agreement for the fees paid in accordance with
                Exhibit C.

        (m)     "LICENSED SOFTWARE" means Enlighten's current software programs
                and technology, including all component parts thereof, and
                Update(s) thereto provided to Intel by Enlighten in Object Code
                form, which are included with the Licensed Deliverables as
                described in Exhibit B.

        (n)     "NET REVENUES" means the amount Intel receives from sales of any
                Integrated Intel Product, less any returns, discount allowances,
                third party sales commissions, duties, taxes, freight and/or
                insurance, if any, irrespective of how such Intel Integrated
                Product is distributed (e.g. - initial sale, product upgrade,
                software maintenance agreement, maintenance renewal agreement,
                etc.). For purposes of this Net Revenue definition, sales of
                Intel Integrated Products shall also include any amounts
                received by Intel for distribution of the Intel Integrated
                Product to Intel Product customers when bundled by Intel with
                other Intel Products and/or third party offerings as set forth
                in Exhibit C. Amounts received by a Party as deposits or
                advances will not be deemed to have been received until
                recognition of the revenue of the product to the party making
                the deposits or advances have been made against such deposits or
                advances. In determining amounts due in situations where Intel
                receives a partial payment covering multiple Intel Products,
                such partial payments will be prorated over all Intel Products
                included in the invoice and the prorated portion attributable to
                the Intel Integrated Product(s) will be included in Net Revenue
                definition as defined above. Amounts received by the party in
                foreign currencies will be deemed converted into United States
                Dollars at the average exchange rates used by the party in its
                financial statements for the month of receipt.


        (o)     "OBJECT CODE" means software, including all computer programming
                code in binary form, that is directly executable by a computer
                after suitable processing but without the intervening steps of
                compilation or assembly, and all help, message, overlay files,
                whether in electronic or hard copy form.

        (p)     "SOURCE CODE" means the software code from which Object Code is
                compiled. Source Code includes the commented software source
                code and design documentation for the relevant software, machine
                readable form, that are used to develop or test the software.
                Source Code includes, for example, relevant electronically
                readable source documentation, design documents, data models,
                help materials, tutorial programs necessary to compile the
                Source Code into executable, fully-functioning Object Code.

        (q)     "TECHNICAL DOCUMENTATION" means any engineering and interface
                documentation in connection with the Source Code for Licensed
                Deliverables and includes, without limitation, the Licensed
                Deliverables identified in Exhibit B as the High Level
                Architectural Specification and the Low Level Design
                Specification for the Enlighten Event Router and the Management
                Directory Plug-In. Any delivery of Source Code must be
                accompanied by Technical Documentation sufficient to enable
                compilation of the Source Code into Object Code.

        (r)     "UPDATE" means any Major, Minor Releases, and Incremental
                Releases as provided under the Enterprise Support Exhibit D
                provided under this Agreement.


                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 3


<PAGE>   4

2.      LICENSE GRANTS:

2.1     Licensed Software Object Code: Subject to the terms and conditions of
        this Agreement, Enlighten hereby grants to Intel a non-exclusive,
        world-wide, royalty-bearing, irrevocable (except for material breach)
        and assignable license under Enlighten's Intellectual Property Rights
        to, use, copy, modify, perform and display the Licensed Software in
        Object Code form and to create Derivative Works therewith in the form of
        Integrated Intel Products and to distribute and sell access to the
        resulting Integrated Intel Product, either directly or indirectly
        through Intel's Distributors. Notwithstanding the foregoing, the license
        for Intel Unique Technology shall be exclusive to Intel. Additionally,
        Intel shall be accorded the royalty free right and interest in all of
        the aforementioned license rights to include and distribute those
        portions of the Licensed Deliverables with the console of Intel's
        LANDesk Management Suite product as further set forth in Exhibit B;
        notwithstanding the foregoing, and for the avoidance of any doubt, the
        foregoing sentence shall not affect the payment of applicable royalties
        as specified under Exhibit C

2.2     Development Tools Object Code: Enlighten hereby grants to Intel a
        non-exclusive, world-wide, irrevocable (except for material breach) and
        assignable, internal license under Enlighten's Intellectual Property
        Rights to use, copy (up to the number of Licenses purchased from
        Enlighten), perform and display the Development Tools in Object Code
        form for the purpose of developing and integrating the Licensed Software
        with the Intel Product(s) listed in Section 1 (g) above, to form and
        support Derivative Works in the form of Integrated Intel Products.

2.3     End User Documentation: Subject to the terms and conditions of this
        Agreement, Enlighten hereby grants to Intel a royalty free,
        non-exclusive, irrevocable (except for material breach) assignable,
        worldwide license, under Enlighten's Intellectual Property rights for
        any works of authorship embodied in the End User Documentation to (a)
        copy and modify the Documentation for the purpose of creating
        Documentation for the Integrated Intel Products; (b) have the End User
        Documentation copied and modified for the purpose of creating
        Documentation for the Integrated Intel Products; (c) incorporate the
        whole or parts of the End User Documentation into other similar
        materials prepared by or for Intel for the purpose of creating
        Documentation for the Integrated Intel Products; and (d) distribute the
        End User Documentation and copies thereof, in whole or in part, by any
        means now known or developed in the future.

2.4     Technical Documentation: Subject to the terms and conditions of this
        Agreement, Enlighten hereby grants to Intel a non-exclusive, assignable,
        world-wide, irrevocable, non-royalty bearing, internal license under
        Enlighten's Intellectual Property Rights to make, use, copy, modify,
        perform and display the Technical Documentation and Derivative Works
        therefrom.

2.5     Licensed Software Source Code: Subject to Terms and Conditions of this
        Agreement, and more specifically Section 8.3 (c) and provided that a
        triggering condition as set forth in Exhibit H has occurred, Enlighten
        hereby grants to Intel a non-exclusive, world-wide, irrevocable,
        non-royalty bearing, non-transferable, license under Enlighten's
        Intellectual Property Rights to, use, copy, modify, perform and display
        the Licensed Software in Source Code to support the pre-existing
        Integrated Intel Product. Notwithstanding the foregoing, Intel shall be
        provided such Source Code license rights for all Intel Unique Technology
        regardless of whether a triggering condition has occurred with the
        additional provisions that such Source Code license to Intel Unique
        Technology shall be exclusive to and transferable by Intel.

2.6     Intel Enabling Technology: Intel hereby grants to Enlighten a
        non-exclusive, world-wide, irrevocable (except for material breach)
        internal license under Intel's Intellectual Property Rights to use,
        copy, modify, perform and display the Intel Enabling Technology and
        Technical Documentation for the sole and exclusive purpose of developing
        the Intel Integrated Product pursuant to Exhibit F (SOW).


                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 4


<PAGE>   5

3.      OWNERSHIP

3.1     Ownership of the Licensed Deliverables: Subject to the licenses granted
        to Intel pursuant to this Agreement, all rights, title and interest in
        and to the Licensed Deliverables, are and shall at all times remain
        Enlighten's or Enlighten's supplier's sole and exclusive property.

3.2     Ownership of Derivative Works: Subject to the licenses granted to each
        party by the other party pursuant to this Agreement, all rights, title
        and interest in and to any material contributed by or for a Party in the
        creation of Derivative Works under this Agreement, shall at all times
        remain with such Party and/or its suppliers, subject to the other
        Party's ownership interests in the original preexisting work.
        Notwithstanding the foregoing, all Derivative Works of the Intel Unique
        Technology created by or for Enlighten shall be the sole and exclusive
        property of Intel and Enlighten shall assign to Intel all Enlighten
        Intellectual Property Rights in such Intel Software Derivative Works
        necessary to perfect Intel's ownership interest therein.

3.3     Ownership of Intel Enabling Technology: Subject to the licenses granted
        to Enlighten pursuant to this Agreement, all rights, title and interest
        in and to the Intel Enabling Technology shall at all times remain the
        sole and exclusive property of Intel or Intel's suppliers.

3.4     Ownership of Licensed Software: Licensed Software delivered to either
        party in Object Code form may not be reverse compiled, reverse
        assembled, reverse engineered, used, executed, copied, or modified
        except as stated in this Agreement. Each party must abide by all
        proprietary rights on the Object Code software and its related
        documentation.

4.      COMPENSATION

        Intel will compensate Enlighten according to the Compensation Provisions
        set forth in Exhibit C.

5.      MAINTENANCE AND SUPPORT OBLIGATION

        Enlighten will provide engineering support and maintain and support the
        Licensed Software and all Updates according to the provisions and period
        set forth in Exhibit D.

6.      WARRANTIES:

6.1     Enlighten makes the following representations and warranties to Intel in
        connection with the Licensed Software:

        (a)     The Licensed Software will perform in substantial conformance
                with the specifications set forth in Exhibit B (the
                "Specification") and any applicable Statement of Work ("SOW")
                and that the Licensed Software does not contain errors that
                prohibit its operation in material conformance therewith. If the
                Licensed Software fails to conform to either the Specification
                or any applicable Statement of Work upon delivery to Intel and
                testing by Intel, Enlighten agrees to use reasonable efforts to
                modify the Licensed Software to conform therewith, in a timely
                manner, in accordance with Section 5 of this Agreement.

        (b)     To the best of Enlighten's knowledge, the Licensed Software does
                not contain any viruses at the time of delivery to Intel.

        (c)     Enlighten has the right to license the Licensed Deliverables to
                Intel free of any claims, liens or conflicting rights in favor
                of any third party. Enlighten further represents and warrants
                that none of the Licensed Deliverables are designated by
                Enlighten or its third party licensors as Open Source or are
                otherwise subject to the General Public License or analogous
                license agreements used to make the Licensed Deliverables or
                Derivative Works thereof available as Open Source.



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        (d)     Enlighten has no reason to believe that the Licensed
                Deliverables violates any intellectual property right of any
                third party. Enlighten will complete and provide to Intel
                Exhibit E and Enlighten represents that all such information
                provided to Intel is true and complete in all respects.

        (e)     Enlighten warrants that the Licensed Software when used in
                accordance with their associated documentation, shall be Year
                2000 Capable. "Year 2000 Capable" shall mean that the Licensed
                Software is capable of correctly processing, providing and/or
                receiving data within and between the 20th and 21st centuries,
                provided that all other products (for example, hardware,
                software, firmware, and/or user data) used with the Licensed
                Software properly exchange accurate date data with it. The
                foregoing statement shall not apply to a prior version of a
                Licensed Software if a more recent version of such Licensed
                Software is Year 2000 Capable. In the event that a Licensed
                Software is not Year 2000 Capable as specified above, Intel's
                sole remedy shall be for Enlighten to repair or replace the
                Licensed Software, or if neither of the foregoing is
                commercially practical, refund the amounts received by Enlighten
                from Intel for the affected Licensed Software.

        (f)     EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE LICENSED
                SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED "AS
                IS" WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ENLIGHTEN
                FURTHER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
                LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
                FOR A PARTICULAR PURPOSE. ENLIGHTEN DOES NOT WARRANT THAT THE
                LICENSED SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT
                INTERRUPTION.

7.      INTELLECTUAL PROPERTY INDEMNIFICATION

        [___]

8.      TERM AND TERMINATION

8.1     Term: The term of this Agreement shall be Three (3) years beginning on
        the Effective Date, which term shall be automatically renewed at the end
        of such initial term on the anniversary date of the Effective Date for
        additional one (1) year renewal terms, unless terminated by either Party
        in writing at least ninety days (90) before any renewal date. Any
        reference to the "Agreement Term" in the Agreement shall be deemed to
        include any applicable annual renewal term following the initial
        three-year term.

8.2     Termination:

        (a)     Either Party shall have the right to terminate this Agreement
                should the other Party materially default in the performance of
                any of its obligations if, within thirty (30) days after written
                notice, the defaulting Party has failed to cure the default.

        (b)     In the event that this Agreement is terminated due to
                Enlighten's material breach, Enlighten agrees that Intel shall
                have the right to continue to use the Licensed Deliverables, and
                Trademarks in accordance with the terms set forth in this
                Agreement for the shorter of: (i) such time that Intel is able
                to find and design-in an alternative product containing
                substantially the same functionality as that supplied by
                Enlighten hereunder, or (ii) nine (9) months.

        (c)     After initial acceptance, in the event that, in Intel's sole
                discretion, the Licensed Software fails to meet Intel's product
                requirements for the Intel Integrated Product(s) at any time
                during the Agreement Term, Intel may, upon One Hundred Eighty
                (180) days prior written



                         INTEL / ENLIGHTEN CONFIDENTIAL
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<PAGE>   7

                notice to Enlighten, terminate this Agreement. In the event of
                such termination by Intel, Intel shall forfeit any payments made
                to Enlighten as of the date of the notice.


8.3     Effects of Termination or Expiration: In the event of termination or the
        expiration of this Agreement, the following provisions will apply:

        (a)     Post-termination Support: If this Agreement is terminated for
                any reason, Enlighten shall continue to provide Support to
                Intel's Customer Support personnel as set forth in Exhibit D
                during such time as Intel is allowed to clear its channel of any
                remaining inventory as set forth in provision (d) below, and
                provided that Intel continues to remit payment to Enlighten for
                such Support in the form of royalties as defined in this
                Agreement.

        (b)     Return of Intel Enabling Technology: In the event of expiration
                or termination of this Agreement for any reason, Enlighten shall
                promptly return or destroy, at Intel's option, all copies of the
                Intel Enabling Technology, regardless of form and certify to
                Intel in writing of the compliance with such return or
                destruction.

        (c)     Source Code Access Upon Termination: In the event of termination
                due to any condition set forth in Exhibit H which would trigger
                Intel's rights to access and use the Source Code pursuant to the
                Source Code Provisions set forth in Exhibit H, Intel shall
                receive the Source Code license set forth in Section 2.5.

        (d)     Other Survival Provisions: The pertinent provisions governing
                Survival in Section 8.4 below will also survive.

        (e)     Licenses: If this Agreement expires or is terminated for any
                reason other than as set forth in Section 8.2 (c) above, Intel
                will receive a sell-through period of [___] from the date of
                expiration or termination during which it may continue to
                exercise its license rights under Section 2 above subject to
                Intel's payment of applicable royalties. In addition, any and
                all licenses granted to end-users as of the date of any
                expiration or termination shall survive.

8.4     The following provisions shall survive any expiration or termination of
        this Agreement: 1. Definitions; 2. License Grants (but only for a period
        of 18 months following any Agreement expiration or termination) 3.
        Ownership; 4. Compensation (but only to the extent that such
        compensation terms would normally apply to other surviving Agreement
        provisions (e.g. - License Grants), 5. Maintenance and Support
        Obligations, 7. Intellectual Property Indemnification; 9.
        Confidentiality and Non-disclosure, and 10. General Provisions.
        Additionally, Intel shall have the right to possess and use a reasonable
        number of archive copies of the Licensed Deliverables for the sole
        purpose of providing end user customer support and maintenance for the
        Intel Integrated Product(s) following any expiration or termination of
        the Agreement.

9.      CONFIDENTIALITY AND NON-DISCLOSURE

9.1     CONFIDENTIALITY GENERALLY: The existence, terms, and conditions of this
        Agreement and either party's Source Code are confidential and neither
        Party may make any disclosures regarding this Agreement without the
        express prior written consent of the other, with the following
        exceptions:

        a.      subject to (b) below, as otherwise may be required by law or
                legal process, to legal and financial advisors in their capacity
                of advising a Party in such matters; or

        b.      during the course of litigation so long as the disclosure of
                such terms and conditions are restricted in the same manner as
                is the confidential information of other litigating Parties and
                so long as (i) the restrictions are embodied in a court-entered
                Protective Order and (ii) the disclosing Party informs the other
                Party in writing in advance of the disclosure; or



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        c.      in confidence to its legal counsel, accountants, banks and
                financing sources and their advisors solely in connection with
                complying with financial transactions or to procure financing
                from prospective investors.

        To the extent that this Agreement must be filed with any government
        regulatory agency, both parties will use reasonable efforts to maintain
        the terms of confidentiality as set forth herein, including, but not
        limited to, redacting the Agreement such that only those portions
        mandated by the government agency are disclosed and obtaining the
        non-disclosing Party's review and input prior to any such filing.

9.2     CONFIDENTIAL INFORMATION: Disclosures of confidential and proprietary
        information by either Party to the other Party shall be governed by the
        Intel Corporate Non-disclosure Agreement ("CNDA") number 5035068, and
        related Confidential Information Transmittal Records ("CITR(s)") or
        other appropriate written non-disclosure agreements as may be mutually
        agreed to and executed by the Parties. Attached as Exhibit G is the
        aforementioned CNDA.

10.     LIMITATION OF LIABILITY

        [___]

11.     GENERAL PROVISIONS

11.1    Assignment. Except for the assignment of the Agreement by Enlighten
        pursuant to the sale or transfer of all or substantially all of
        Enlighten's assets, Enlighten may not assign this Agreement or any
        obligations, rights, or benefits hereunder without the express written
        consent of Intel which shall not be unreasonably withheld. Intel,
        following acceptance of the Licensed Deliverables, at its sole
        discretion, may assign this Agreement or any obligations, rights, or
        benefits hereunder without the consent of Enlighten provided that Intel
        has fully paid up all existing monetary obligations which are due and
        owing to Enlighten pursuant to Exhibit C of this Agreement as of the
        date of any such assignment.

11.2    Compliance with Laws. Notwithstanding anything contained in this
        Agreement to the contrary, the obligations of the Parties shall be
        subject to all laws, present and future, of any government having
        jurisdiction over the Parties, and to orders, regulations, directions or
        requests of any such government.

11.3    Dispute Resolution. All disputes arising directly under the express
        terms of this Agreement or the grounds for termination thereof shall be
        resolved as follows: The senior management of both Parties shall meet to
        attempt to resolve such disputes. If the senior management cannot
        resolve the disputes, either Party may make a written demand for formal
        dispute resolution and specify therein the scope of the dispute. Within
        thirty days after such written notification, the Parties agree to meet
        for one day with an impartial mediator and consider dispute resolution
        alternatives other than litigation. If an alternative method of dispute
        resolution is not agreed upon within thirty (30) days after the one-day
        mediation, either Party may begin litigation proceedings.

11.4    Export. In the event product is exported from the United States or
        exported/re-exported from a foreign destination by either Party, such
        exporting Party shall ensure that the distribution and export/re-export
        of product is in compliance with all laws, regulations, orders, or other
        restrictions of the U.S. Export Administration Regulations. As of the
        Effective Date of this Agreement, Enlighten represents and warrants
        that, to the best of its knowledge, the Licensed Deliverables, alone and
        not in combination with any other technology or product, do not require
        any special export licenses or other U.S. Government regulatory
        approvals prior to export from the United States.

11.5    Force Majeure. Neither Party shall be responsible for its failure to
        perform due to causes beyond its reasonable control such as acts of God,
        fire, theft, war, riot, embargoes, or acts of civil or



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<PAGE>   9



        military authorities. If delivery or services are to be delayed by such
        contingencies, Enlighten shall immediately notify Intel in writing, and
        Intel may, at its option, either (i) extend time of performance or (ii)
        terminate the uncompleted portion of the order at no cost to Intel.

11.6    Governing Law. Any claim arising under or relating to this Agreement
        shall be governed by the internal substantive laws of the State of
        Delaware or federal courts located in Delaware, without regard to
        principles of conflict of laws. Jurisdiction. Each Party hereby agrees
        to jurisdiction and venue in the courts of the State of California for
        all disputes and litigation arising under or relating to this Agreement.

11.7    Independent Development. This Agreement does not preclude Intel or
        Enlighten from evaluating, acquiring from third parties not a party to
        this Agreement, independently developing or marketing similar
        technologies or products, or making and entering into similar
        arrangements with other companies. Neither Party is obligated by this
        Agreement to make such products or technologies available to the other.

11.8    Notice. All notices required or permitted to be given hereunder shall be
        in writing, shall make reference to this Agreement, and shall be
        delivered by hand, or dispatched by prepaid air courier or by registered
        or certified airmail, postage prepaid, addressed as follows:

        Notices to Intel:                           Notices to Enlighten:
        Intel Corporation                           Enlighten Corporation
        Attn: General Counsel                       ---------------------------
        2200 Mission College Blvd.                  999 Baker Way, 5th Floor
        Santa Clara, CA  95052                      ---------------------------
                                                    San Mateo, CA    94402
                                                    ---------------------------
                                                    Attn: Mr. Bill Bradley
                                                    ---------------------------

        With copies to:

        Intel Corporation
        Attn: Legal Dept.
        734 E. Utah Valley Drive
        American Fork, UT   84003

        Intel Corporation
        Attn: Post Contract Management, MS JF3-149
        2111 N.E. 25th
        Hillsboro, OR  97124

        Such notices shall be deemed served when received by addressee or, if
        delivery is not accomplished by reason of some fault of the addressee,
        when tendered for delivery. Either Party may give written notice of a
        change of address and, after notice of such change has been received,
        any notice or request shall thereafter be given to such Party at such
        changed address.

11.9    Relationship of Parties. The Parties hereto are independent contractors.
        Neither Party has any express or implied right or authority to assume or
        create any obligations on behalf of the other or to bind the other to
        any contract, agreement or undertaking with any third party. Nothing in
        this Agreement shall be construed to create a partnership, joint
        venture, employment or agency relationship between Enlighten and Intel.

11.10   Remedies. Except as set forth in Section 7.3 and 10, then (i) the
        remedies set forth in this Agreement are in addition to those available
        to either Party at law or in equity, and (ii) all rights and remedies,
        legal or equitable, whether conferred hereunder, or by any other
        instrument or law will be cumulative and may be exercised singularly or
        concurrently.



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11.11   Residuals. Notwithstanding anything herein to the contrary, either Party
        may use Residuals for any purpose, including use in the development,
        manufacture, promotion, sale and maintenance of its products and
        services; provided that this right to Residuals does not represent a
        license under any patents or copyrights of the disclosing Party. The
        term "Residuals" means information of a general nature, such as general
        knowledge, ideas, concepts, know-how, professional skills, work
        experience or techniques (not specifics such as exact implementations)
        that is retained in the unaided memories of the receiving Party's
        employees who have had access to the disclosing Party's information
        pursuant to the terms of this Agreement. An employee's memory is unaided
        if the employee has not intentionally memorized the information for the
        purpose of retaining and subsequently using or disclosing it.

11.12   Severability. The terms and conditions stated herein are declared to be
        severable. If any paragraph, provision, or clause in this Agreement
        shall be found or be held to be invalid or unenforceable in any
        jurisdiction in which this Agreement is being performed, the remainder
        of this Agreement shall be valid and enforceable and the Parties shall
        use good faith to negotiate a substitute, valid and enforceable
        provision which most nearly effects the Parties' intent in entering into
        this Agreement.

11.13   Waiver. Failure by either Party to enforce any term of this Agreement
        shall not be deemed a waiver of future enforcement of that or any other
        term in this Agreement or any other agreement that may be in place
        between the Parties.

11.14   Entire Agreement. The terms and conditions of this Agreement, including
        its exhibits, constitutes the entire agreement between the Parties with
        respect to the subject matter hereof, and merges and supersedes all
        prior and contemporaneous agreements, understandings, negotiations and
        discussions. Neither of the Parties shall be bound by any conditions,
        definitions, warranties, understandings, or representations with respect
        to the subject matter hereof other than as expressly provided herein.
        The section headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or
        interpretation of this Agreement. No oral explanation or oral
        information by either Party hereto shall alter the meaning or
        interpretation of this Agreement. No amendments or modifications shall
        be effective unless in a writing signed by authorized representatives of
        both Parties. These terms and conditions will prevail notwithstanding
        any different, conflicting or additional terms and conditions which may
        appear on any purchase order, acknowledgment or other writing not
        expressly incorporated into this Agreement. In the event of any conflict
        between the terms and conditions set forth in this Exhibit A and any
        other Exhibit of this Agreement, the Exhibit A terms and conditions
        shall govern, unless the other Exhibit expressly states that it governs.
        This Agreement may be executed in two (2) or more counterparts, all of
        which, taken together, shall be regarded as one and the same instrument.




                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 10
<PAGE>   11

                                   EXHIBIT "B"
                LICENSED SOFTWARE DESCRIPTION AND SPECIFICATIONS



DESCRIPTION OF LICENSED DELIVERABLES


The following table lists the deliverables classified as Licensed Deliverables.
The relevant sections of Exhibit F (SOW) and the applicable sections of the
License Grant are also shown.


        [___]


        INTEL UNIQUE TECHNOLOGY


        The following table lists the deliverables classified as Intel Unique
        Technology. The relevant sections of Exhibit F (SOW) and the applicable
        sections of the License Grant are also shown.


        [___]



DESCRIPTION OF DEVELOPMENT TOOLS PROGRAM

The development tools required to build the developed source code are a
combination of commercially available tools and Enlighten proprietary tools. The
commercially available tools are:

GNU C Compiler (gcc)
GNU C++ Compiler (g++)
GNU C/C++ Object Module Linker
Microsoft Visual C++ Compiler
GNU make (gmake)

The Enlighten proprietary tools are:

EMK Make - Enlighten's Proprietary build system

DESCRIPTION OF INTEL ENABLING TECHNOLOGY


The following table lists the deliverables classified as Intel Enabling
Technology. The relevant sections of Exhibit F (SOW) and the applicable sections
of the License Grant are also shown.



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 11
<PAGE>   12

        [___]


SPECIFICATIONS

The Licensed Deliverables will meet the specifications set forth in the then
current Enlighten data sheet for respective Licensed Deliverable as augmented by
any applicable specifications set forth in any Statement of Work agreed upon by
the parties under the provisions of this Agreement. Such data sheets and
Statements of Work are made part of this Agreement by this reference.





                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 12
<PAGE>   13

                                   EXHIBIT "C"

                       COMPENSATION AND PAYMENT PROVISIONS



Subject to Enlighten's compliance with the terms and conditions of this
Agreement and in consideration for the rights and licenses granted by Enlighten
and the obligations assumed hereunder, Intel will compensate Enlighten as
follows:

1.0     INTEL INTEGRATED PRODUCT ROYALTIES: In connection with Intel's
        distribution of Intel Integrated Product, Intel will pay Enlighten a
        royalty based upon [___] pursuant to the following models. Each model is
        exclusive of the others, based upon the final Beta NRE payment made to
        Enlighten by Intel pursuant to Section 9 of this Exhibit C. In no case
        shall Royalties payable to Enlighten under any of the following Royalty
        models exceed [___] from the Intel Integrated Product:

        (a)     Royalties on the [___] from the Intel Integrated Product(s) will
                be [___]. Thereafter and continuing for the lifespan of the
                Intel Integrated Product(s), the royalty shall be [___]. This
                Royalty model assumes Intel's full payment of the [___] Beta NRE
                payment without any penalty deductions.

        (b)     In the event that the Beta NRE payment is decreased to [___] as
                provided in Section 9 (a) below, the royalty on the [___] from
                the Intel Integrated Product(s) will be [___]. Thereafter and
                continuing for the lifespan of the Intel Integrated Product(s),
                the royalty shall be [___].

        (c)     In the event that the Beta NRE payment is decreased to [___] as
                provided in Section 9 (a) below, the royalty on the [___] from
                the Intel Integrated Product(s) will be [___]. Thereafter and
                continuing for the lifespan of the Intel Integrated Product(s),
                the royalty shall be [___].

        (d)     If, in its sole discretion, Intel packages the Intel Integrated
                Product with other Intel Products or third-Party products or
                services, and that package is sold as an option, under a single
                price, to Intel Product customers, then the royalty for such
                Intel Integrated Product distribution as a component of an
                "option package" shall be negotiated by the Parties

        (e)     Notwithstanding the provisions of any of the Royalty Models set
                forth above, for an Intel Product bundle consisting of the Intel
                Integrated Product with Intel's Remote Server Management card,
                the royalty rate shall be [___] by Intel from such bundle. [___]

2.0     QUARTERLY REPORTS AND PAYMENTS: During the Term of this Agreement,
        within fifteen (15) calendar days following the end of any calendar
        quarter during which Intel sells any Licensed Software in the form of an
        Integrated Intel Product, or such Licensed Software is credited for
        return, Intel shall provide a brief report ("Report") of such activity
        to Enlighten that lists the number of copies of the Licensed Software
        sold and the applicable royalty therefor, or, as the case may be,
        returned in that quarter, and the total amount of royalty owed to
        Enlighten or credited to Intel therefor. If any royalties are due
        Enlighten in such calendar quarter, Intel shall remit such payment to
        Enlighten with the corresponding report within forty-five (45) calendar
        days following the end of such calendar quarter. If any return credits
        accrue to Intel and if there are no payments against which such credits
        may be offset, such credits may be carried forward indefinitely by Intel
        in subsequent accounting periods. Returns: Intel shall be credited the
        full amount of any royalty accrued on any returned or destroyed copies
        of the Licensed Software that Intel, in its sole discretion, authorizes
        for such return or destruction.

3.0     ROYALTY FREE COPIES: Intel shall owe no royalty or other payment to
        Enlighten in connection with Licensed Software copies that are given to
        end-users as evaluation copies for a limited duration of time (not to
        exceed 90 calendar days) and/or for a limited purpose of use. In
        addition, Intel shall owe no royalty or other payment to Enlighten in
        connection with any Licensed Software copies used


                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 13
<PAGE>   14

        internally for development or support or given to third Parties for the
        sole and exclusive purpose of testing, reviewing, or promoting
        Integrated Intel Products or for philanthropic or charitable reasons.

4.0     CONSULTING SERVICES: The rate for any consulting services provided by
        Enlighten to Intel pursuant to this Agreement and lasting less than
        thirty (30) consecutive calendar days shall be [___] per consultant per
        day plus reasonable travel and lodging expenses (per Intel's standard
        travel and lodging guidelines which shall be provided to Enlighten upon
        request). For consulting services on engineering projects/tasks lasting
        more than thirty (30) consecutive calendar days in duration, the rate
        shall be [___] per consultant per month, plus reasonable travel and
        lodging expenses (per Intel's standard travel and lodging guidelines
        which shall be provided to Enlighten upon request). Additionally, upon
        execution of this Agreement, Enlighten agrees, at Intel's option, to
        supply Intel with two (2) consultants for a period of up to six (6)
        months pursuant to a separate agreement between the Parties. Reasonable
        travel includes Enlighten employees returning to their homes once a
        week.

5.0     TRAINING: The rate for any training services provided by Enlighten to
        Intel pursuant to this Agreement shall be [___] per instructor per day
        for onsite training services, plus reasonable travel expenses (per
        Intel's standard travel and lodging guidelines which shall be provided
        to Enlighten upon request).

6.0     SUPPORT PENALTIES: Under the provisions of Exhibit D (provision A (2)),
        if during any quarter, any Support penalties are assessed by Intel, each
        such penalty shall result in a royalty reduction of that quarter's total
        royalties due from Intel by [___]. Such Support penalties are cumulative
        and remain in effect until resolved. Assessment of any Support penalties
        will not affect Intel's right to receive and Enlighten's obligation to
        provide continued Support and Updates as set forth in the Agreement.

7.0     MFC PRICE: Intel will receive price terms equal to or better than any
        such price terms offered to any Enlighten customer for substantially the
        same Enlighten products and/or the same services to the products and/or
        services being provided to Intel. In connection with this provision,
        Enlighten represents and warrants that Intel will receive Enlighten's
        Most Favored Customer Price for all services under such designation and
        if Intel has a reasonable cause to question such representation and
        warranty, Intel will have a limited audit right to require Enlighten to
        produce the applicable terms of such agreements with such other
        customers upon Intel's request.

8.0     NO OTHER COMPENSATION: Except as specifically set forth in this Exhibit,
        no other royalty, compensation, contingent payments or reimbursement
        will be due or payable to or on behalf of Enlighten from Intel in
        connection with any Enlighten Licensed Deliverable or Derivative Work
        therefrom or the distribution thereof, or for any Support, Update, NRE,
        or other services rendered hereunder.

9.      INITIAL CUSTOM PRODUCT DEVELOPMENT AND INTEGRATION: Intel agrees to pay
        Enlighten the sum of [___] for the custom product development and
        integration work as set forth in the SOW. Payment shall be made [___]
        which shall be due and payable upon Intel's acceptance of the beta
        version of the Integrated Intel Product. Upon Intel's acceptance of the
        final version of the Intel Integrated Product, Intel shall make [___].

                (a) In the event that Enlighten's delivery of the beta version
                of the Intel Integrated Product is more than [___] days late as
                measured from the scheduled delivery date set forth in the SOW
                (Exhibit H), the [___] payment due Enlighten as set forth above
                shall be reduced [___]. In the event that such beta delivery is
                more than [___] days late, the [___] payment shall be further
                reduced [___]. Notwithstanding the foregoing, none of the
                foregoing penalties shall be applicable if the failure of
                Enlighten to meet the scheduled beta delivery date is directly
                attributable to Intel's failure to provide the necessary Intel
                technology to Enlighten. Below are listed the anticipated
                delivery dates for the respective Intel Enabling Technology:

                [___]



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 14
<PAGE>   15


                (b) If Enlighten's Beta Deliverables to Intel are delayed by
                Intel's failure to deliver the necessary integrating technology
                to Enlighten in accordance with the Intel delivery schedule as
                noted in Section 9(a) above, or if Intel is unable to test the
                Beta Deliverables for any reason, Intel shall not delay the
                acceptance of the Beta Deliverables or the [___]. In such case,
                Enlighten will notify Intel within five (5) working days if any
                late delivery by Intel will prevent Enlighten from meeting the
                Beta Deliverable date. Such notice shall clearly indicate which
                of the specific portions of the Beta Deliverables are affected
                by the late deliverable. Enlighten will use commercially
                reasonable best efforts to reduce the impact of any such late
                delivery by Intel, however, the entire Beta Deliverables will be
                deemed accepted based on the acceptance of the portions of the
                Beta Deliverables which are independent of the delayed portions
                of Intel's integrating technology.

10.     INITIAL PRODUCT VALIDATION AND INTEGRATION: Enlighten shall provide
        Intel with engineering resources to complete the initial product
        validation and integration for the Integrated Intel Product(s) pursuant
        to the contracted support arrangements. Support prior to the Effective
        Date of this agreement shall be considered a cost of gaining Intel as a
        customer and no integration/validation payment will be made for the work
        done prior to the Effective Date of this agreement.




                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 15
<PAGE>   16

                                   EXHIBIT "D"

                              SUPPORT REQUIREMENTS



        Support for Intel's product support team in issues relating to the
        Enlighten Licensed Deliverables incorporated into Intel Products:

1.      Intel takes first-line end-user calls. If Intel is unable to solve a
        customer's problem, Enlighten will assist Intel by telephone. Such
        assistance will be available to Intel continuously, at no cost, during
        Enlighten's normal business hours. The escalation procedure for problems
        which Intel is unable to resolve is as set forth in provision "A" below.

        (A)     Enlighten provides escalation path for Intel support
                technicians. Note that all time frames listed below assume that
                correction of the specified problem is possible within the
                allowed time frame. Enlighten commits to meeting these time
                frames. If a fix or workaround is not possible within the
                allowed time frame, subject to Intel's approval as to timing,
                Enlighten will work with Intel product support personnel to
                provide an estimate of the time required to correct the problem
                and will report regularly to Intel until corrective action is
                complete. Penalties will be assessed based on failure to meet
                initial response times and failure to show reasonable effort in
                correcting problems.

                (1)     Problem severity and expected response time:

                        (a)     If a [___] occurs in the Enlighten Deliverable,
                                Enlighten must respond within [___] with an
                                acknowledgment of the error and provide a fix or
                                workaround within [___] is one that results in a
                                user-down situation causing disruption of an
                                end-user's normal network.

                        (b)     If an [___] occurs in the Enlighten Deliverable,
                                Enlighten must respond within [___] with an
                                acknowledgment of the error and provide a
                                solution within [___] is one that degrades the
                                basic services of the Intel product and for
                                which no convenient workaround is available.

                        (c)     If a [___] occurs in the Enlighten Deliverable,
                                Enlighten must respond within [___] with an
                                acknowledgment of the error and provide a
                                solution within [___] is one that causes
                                end-users to initiate complaints to Intel
                                relating to incorrect or missing information.

                        (d)     If a [___] occurs in or a [___] regarding an
                                Enlighten Deliverable, Enlighten must respond
                                within [___] with an acknowledgment of the [___]
                                and will categorize it within [___].



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 16
<PAGE>   17


                        (e)     The milestones below are based on the indicated
                                working days after the problem is reported to
                                Enlighten and all required supporting technical
                                data has been supplied to Enlighten. For
                                purposes of this provision, the required
                                supporting technical data shall be deemed to
                                consist of the following:

                                (i)     A description of the error;

                                (ii)    How to reproduce the error. If the error
                                        consists of a documentation error, where
                                        the error may be found;

                                (iii)   A description of what is believed the
                                        correct result should be; and,

                                (iv)    The severity classification of the
                                        problem discovered.


                [___]

                (2)     Penalties: If Enlighten fails to meet any Support
                        milestones as set forth in this Provision (A), Enlighten
                        shall be penalized [___] of the quarterly royalties
                        which would normally have been due from Intel during
                        such quarter in which the failure to meet the support
                        milestone occurs and the respective penalty becomes
                        applicable. Penalties are per each unique technical
                        incident and continue to be applicable from quarter to
                        quarter until such time as Enlighten remedies the
                        incident giving rise to the penalty.

2.      TERM OF SUPPORT OBLIGATIONS

        Enlighten agrees to perform the support obligations set forth herein for
        the term of the Agreement and for a period of [___] following any
        termination thereof as set forth in Exhibit A, Section 8.3 unless the
        term of this Exhibit "D' is otherwise extended by the Parties in
        writing.



3.      Future LICENSED SOFTWARE Requirements and Statements of Work:

        During the term of this Agreement, Intel and Enlighten mutually agree to
        meet on a periodic basis, but in no event less than semi annually, to
        share product directions/roadmaps for their respective products (i.e.,
        the Licensed Software and Integrated Intel Product(s)), channels, market
        segments and marketing messaging to jointly assess where there may exist
        differences in either customer requirements and/or roadmap timelines,
        and to provide input to each other regarding development of each Party's
        roadmaps/timelines to more effectively align the Licensed Software with
        Intel's needs for Integrated Intel Product(s). For features and/or
        functionality which are required by Intel for Intel's Integrated Intel
        Products and which are not on Enlighten's roadmap for inclusion with the
        Licensed Software, at Intel's request, Enlighten and Intel shall
        mutually work to develop an appropriate SOW for the development and
        inclusion of such features and/or functionality in the Licensed
        Software. Engineering NRE rates for such SOWs shall be at the rates set
        forth in Exhibit C. If Enlighten and Intel are unable to agree on any
        significant aspect of a SOW (e.g., timeline, resources required, price)
        for any features/functionality required by Intel which is not on
        Enlighten's roadmap, such issues shall immediately be escalated to the
        Executive Contacts below for resolution. If the Executive Contacts are
        unable to reach



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 17
<PAGE>   18


        resolution, the matter may be further escalated. In the event that Intel
        requests Enlighten to pull in the availability/inclusion of a specific
        feature and/or functionality which is included on the Enlighten roadmap
        for the Licensed Software, the Parties shall, on a case by case basis,
        mutually agree upon an appropriate SOW, timeline, and NRE.


        Intel Executive Contact:                  Enlighten Executive Contact:


        --------------------------                ---------------------------
        Printed Name                              Printed Name

        --------------------------                ---------------------------
        Title                                     Title

        --------------------------                ---------------------------
        Phone                                     Phone

        --------------------------                ---------------------------
        Fax                                       Fax


4.      ADDITIONAL ENGINEERING SUPPORT - Enlighten shall provide the following
        additional support to Intel during the Agreement term. Unless expressly
        specified otherwise, such support shall be at no additional cost to
        Intel beyond that specified in section 4.9:

        A.      Support for the Initial Integration of the Licensed Deliverables
                - Enlighten will provide Intel with all engineering support
                necessary to perform the initial integration of the Licensed
                Deliverables with the designated Intel Products as set forth in
                Exhibit F - Statement of Work.

        B.      Support for Integration of future Licensed Deliverables releases
                - Enlighten will provide Intel with engineering support to
                integrate all future Licensed Deliverable releases during the
                term of the Agreement and any renewal term thereof. Such future
                releases shall be provided on a timely basis, and shall be
                "integration enabled" to the same extent as the initial accepted
                Licensed Deliverables for the Integrated Intel Product provided
                pursuant to this Agreement and at or before such time that
                Enlighten makes such release generally available to its other
                customers.

        C.      Timely notification of errors and provision of maintenance
                releases - Enlighten shall provide Intel with timely
                notifications of any errors, anomalies or other such
                irregularities with the Licensed Deliverables and will provide
                Intel with all maintenance releases no later than such
                maintenance releases are provided to Enlighten's other
                customers. If available, Enlighten will provide Intel with their
                "beta" maintenance releases to facilitate early issue
                identification and testing with the Integrated Intel Products.

5.      TRAINING If requested by Intel, for each major release of the Licensed
        Deliverables, Enlighten shall provide Intel with up to one week of
        training to Intel at the rates set forth in Exhibit C. The parties shall
        mutually agree upon the timing and location of such training. At a
        minimum, all such training shall be provided in a timeframe that will
        support Intel's release of Intel Integrated Products or any Updates
        thereto.

6.      BETA DELIVERABLE ACCEPTANCE PROCESS - Unless otherwise specified in any
        applicable Statement of Work, the following shall constitute the
        Acceptance Process for any release of Beta Deliverables. The Parties
        agree to jointly meet and collaborate on activities and processes which
        will expedite the development and delivery of the Beta Deliverables so
        as to meet the dates set forth in the Statement of Work. The provisions
        governing Intel's Acceptance are as follows:

        A.      Initial Intel Response: On delivery by Enlighten of the Beta
                Deliverable, Intel has [___] in which to reject or accept the
                Enlighten Beta Deliverable. During this period, Intel, if
                desired, will evaluate the Enlighten Beta Deliverable and test
                it against the relevant Statement of Work, warranty or
                specifications, if any. Any testing or acceptance of a Enlighten
                Beta Deliverable by Intel, however, shall not



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 18
<PAGE>   19

                constitute a waiver of any right should Intel later discover any
                defect, variation, nonconformity or breach with respect to such
                Enlighten Beta Deliverable, and neither shall any testing or
                acceptance by Intel prejudice any other Intel right or Enlighten
                obligation hereunder, including those under indemnification as
                discussed in Exhibit A, Section 7.

        B.      Initial Acceptance: If Intel accepts the Enlighten Beta
                Deliverable, it will promptly notify Enlighten of its
                acceptance. If Intel fails to accept or reject the Enlighten
                Beta Deliverable within [___], the Enlighten Beta Deliverable is
                deemed accepted.

        C.      Initial Rejection: If Intel, for any reason, rejects any
                Enlighten Beta Deliverable, its rejection must be in writing and
                must specify the nature of the defect.


        D.      Acceptance Criteria: In order to qualify for acceptance,
                Enlighten must provide the Beta Deliverables according to the
                criteria defined below and any other requirements contained in
                SOW.


                1.      No known Critical problems remain unresolved;

                2.      A list of any known Important, Minor or Discretionary
                        problems with an action plan in place to resolve them;
                        and

                3.      The Deliverable is demonstrated to Intel representatives
                        to illustrate that it meets a satisfactory level of
                        functionality per the SOW.

                4.      If Enlighten's Beta Deliverables to Intel are delayed by
                        Intel's failure to deliver the necessary integrating
                        technology to Enlighten in accordance with the Intel
                        delivery schedule as noted in Exhibit C, Section 9(a),
                        or if Intel is unable to test the Beta Deliverables for
                        any reason, Intel shall not delay the acceptance of the
                        Beta Deliverables or [___]. In such case, Enlighten will
                        notify Intel within [___] if any late delivery by Intel
                        will prevent Enlighten from meeting the Beta Deliverable
                        date. Such notice shall clearly indicate which of the
                        the specific portions of the Beta Deliverables are
                        affected by the late deliverable. Enlighten will use
                        commercially reasonable best efforts to reduce the
                        impact of any such late delivery by Intel, however, the
                        entire Beta Deliverables will be deemed accepted based
                        on the acceptance of the portions of the Beta
                        Deliverables which are independent of the delayed
                        portions of Intel's integrating technology.

7.      LICENSED DELIVERABLES ACCEPTANCE PROCESS - Unless otherwise specified in
        any applicable Statement of Work, the following shall constitute the
        Acceptance Process for any release of the Licensed Deliverables by
        Intel. The Parties agree that Intel's acceptance of the Enlighten
        Deliverables is a material condition precedent to Intel's obligations
        under this Agreement. The provisions governing Intel's Acceptance are as
        follows:

        A.      Initial Intel Response: On receipt by Intel of any Enlighten
                Licensed Deliverable, Intel has [___] in which to reject or
                accept the Enlighten Licensed Deliverable. During this period,
                Intel will evaluate the Enlighten Licensed Deliverable and test
                it against the relevant Statement of Work, warranty or
                specifications, if any. In the case of Updates, Intel's
                acceptance remains in Intel's sole discretion. Any testing or
                acceptance of a Enlighten Licensed Deliverable by Intel,
                however, shall not constitute a waiver of any right should Intel
                later discover any defect, variation, nonconformity or breach
                with respect to such Enlighten Licensed Deliverable, and neither
                shall any testing or acceptance by Intel prejudice any other
                Intel right or Enlighten obligation hereunder, including those
                under indemnification as discussed in Exhibit A, Section 7.

        B.      Initial Acceptance: If Intel accepts the Enlighten Licensed
                Deliverable, it will promptly notify Enlighten of its
                acceptance. If Intel fails to accept or reject the



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 19
<PAGE>   20


                Enlighten Deliverable within [___], the Enlighten Licensed
                Deliverable is deemed accepted.

        C.      Initial Rejection: If Intel, for any reason, rejects any
                Enlighten Licensed Deliverable, its rejection must be in writing
                and must specify the nature of the defect.


        D.      Intent To Correct: If Intel provides Enlighten with written
                notice of rejection, Enlighten must respond to Intel within
                [___] of receiving that notice by communicating its intent to
                correct the Enlighten Deliverable. If Enlighten fails to
                indicate such intent, Enlighten will be deemed to be in breach
                of the Agreement.

        E.      Acceptance Criteria: In order to qualify for acceptance,
                Enlighten must provide the Licensed Deliverables according to
                the criteria defined below and any other requirements contained
                in SOW.

                1.      No known Critical or Important problems remain
                        unresolved;

                2.      A list of any known Minor problems with an action plan
                        in place to resolve them; and

                3.      The Licensed Deliverables are demonstrated to Intel
                        representatives to illustrate high quality per the
                        functionality of the SOW

        F.      Enlighten's Cure: After providing notice to Intel of its intent
                to correct the rejected Enlighten Deliverable, Enlighten has
                [___] from the date of its receipt of Intel's notice of initial
                rejection to correct the Enlighten Licensed Deliverable and to
                submit the corrected version to Intel for acceptance under the
                provisions set forth in this Exhibit D, Section 6. Any
                resubmission of a Enlighten Licensed Deliverable by Enlighten
                must be made in good faith and must evidence substantial
                directed efforts to correct Intel's identified basis of the
                defect.

        G.      Enlighten's Failure To Cure: If at the end of the [___] period,
                Enlighten has failed to cure the defect in the Enlighten
                Licensed Deliverables and has failed to show reasonable effort
                to cure or has failed to secure an executed modification of the
                Statement of Work from Intel, warranty or specification for that
                Enlighten Licensed Deliverable, Intel, at its sole discretion,
                may terminate this Agreement under the provisions of Exhibit A,
                Section 8 or may send Intel engineering personnel to Enlighten
                where Enlighten shall provide such Intel personnel with access
                to the Licensed Deliverable Source Code to assist Enlighten with
                its efforts to cure the defect. If Intel accesses the Source
                Code, then Intel will receive the Source Code License described
                in Exhibit A, Section 2, including the Object Code distribution
                rights to the Derivative Work which was the subject of the
                Statement of Work, warranty or specification. In such event,
                Intel must complete a substantial majority of the work described
                in the Statement of Work, warranty or specification. If Intel
                fails to complete a substantial majority of work, then Intel
                shall receive no license to Enlighten's Intellectual Property
                Rights in the Enlighten Deliverables from which the Derivative
                Work was created.



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                    Page 20
<PAGE>   21

                                   EXHIBIT "E"

                           CERTIFICATE OF ORIGINALITY



This questionnaire must be completed by the company official furnishing a
software material (program product or offering and related documentation, or
other software material) for Intel.

One questionnaire can cover one complete product, even if that product includes
multiple modules. However, a separate questionnaire must be completed for the
code and another for its related documentation (if any).

Please do not leave any questions blank. Write "not applicable" or "N/A" if a
question is not relevant to the furnished software material.

1.      Name of the software material (provide complete identification,
        including version, release and modification numbers for programs and
        documentation):
        ________________________________________________________________________
        ________________________________________________________________________
        ________________________________________________________________________

2.      Was the software material or any portion thereof written by any Party
        other than Enlighten, or Enlighten's employees working within their job
        assignment?

                Yes  X     No
                    ---       ---

                If yes, provide the following information:

        (a)     Indicate if the whole software material or only a portion
                thereof was written by such Party, and identify such portion:
                [___]

        (b)     Specify for each involved Party:

                [___]

                (iv)    If the Party is a company, how did it acquire title to
                        the software material (e.g., software material was
                        written by company's employees as part of their job
                        assignment)?

                        In both instances the products were developed by the
                        company's employees within the scope of their employment
                        with each respective company.

                (v)     If the Party is an individual, did s/he create the
                        software material while employed by or under contractual
                        relationship with another Party?

                        Yes      No  X
                           -----   -----


                        If Yes, provide name and address of the other Party and
                        explain the nature of the obligations: N/A

        (c)     How did Enlighten acquire title to the software material written
                by the other Party?

                   Both parties were acquired for a combination of cash and
                   royalties based upon product revenue. As of this writing,
                   both parties have been fully paid for the




                           1       Intel Confidential
<PAGE>   22

                products and there are no future commitments for royalties or
                any other remuneration to either party.


3.      Was the software material or any portion thereof derived from any third
        party's pre-existing materials?

        Yes      No  X
           -----   -----


        If yes, provide the following information for each of the pre-existing
        materials:

        (a)     Name of the materials:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (b)     Owner:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (c)     How did Enlighten get the right to use the pre-existing
                material(s)?

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

4.      Identify below, or in an attachment, any other circumstances which might
        affect Intel's ability to reproduce and market this software product,
        including:

        (a)     Confidentiality or trade secrecy of pre-existing materials:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (b)     Known or possible royalty obligations to others:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (c)     Pre-existing materials developed for another Party or customer
                (including government) where Enlighten may not have retained
                full rights to the material:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (d)     Materials acquired from a person or company possibly not having
                title to them:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------

        (e)     Other circumstances:

                        N/A
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                ----------------------------------------------------------------



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 2
<PAGE>   23


COMPANY


--------------------------------
Signature


--------------------------------
Printed Name


--------------------------------
Title



--------------------------------
Date








                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 3
<PAGE>   24

                                    EXHIBIT F
                                     [___]









                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 4
<PAGE>   25

                                   EXHIBIT H

                             SOURCE CODE PROVISIONS


This Exhibit H is intended to be part of the Software License and Development
Agreement between Enlighten and Intel ("Agreement"). Within thirty (30) days
from the Effective Date of this Agreement, Enlighten and Intel shall execute the
Escrow Agreement set forth below with Data Securities International, Inc. In the
event of any conflict between the terms of the Escrow Agreement and those of the
Agreement, those of the Agreement will control.

        THIS AGREEMENT ("Escrow Agreement") is executed as of this _________ day
        of __________________, 1999 by and among Enlighten Software Solutions,
        Inc. ("Enlighten"), Intel Corporation ("Reseller"), and Data Securities
        International, Inc., ("Escrow Agent"), as Escrow Agent. The effective
        date of this Escrow Agreement shall be the date last signed below (the
        "Effective Date").

        WHEREAS Enlighten and Reseller have entered into a Software Development
        and License Agreement # 1308605 dated October 15, 1999 thereto
        (collectively, the "Agreement") pursuant to which Enlighten has licensed
        to Reseller the right to distribute certain Deliverables (as defined in
        the Agreement and referred to herein as the "Software") and related
        materials for a certain period of time;

WHEREAS the Agreement requires Enlighten and Reseller to enter into an Escrow
Agreement with an escrow agent chosen by Enlighten which provides for
Enlighten's deposit of one copy of the source code of Software (the "Source
Code"), as modified from time to time in accordance with the terms of the
Agreement. The Agreement provides that, under circumstances to be specified in
this Escrow Agreement, Reseller may obtain the escrowed Source Code from the
Escrow Agent solely for the purpose of making modifications, performing
maintenance, providing support to end user customers, or making bug fixes, as
applicable;

WHEREAS Enlighten wishes to insure that development, maintenance and support for
Enlighten's Software, as modified from time to time in accordance with the terms
of the Agreement are available upon the occurrence of an Escrow Event (as
defined in the Agreement); and

WHEREAS Escrow Agent is in the business of providing third party software escrow
protection by storing, retaining and allowing limited access to proprietary
technology, related media and materials.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:

1.      DEPOSIT OF DOCUMENTATION



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 5
<PAGE>   26

        1.1     The term "Source Code" as used in this Escrow Agreement means
                the source code, in modifiable form, in human readable format
                that will enable a third party programmer skilled in the art to
                be able to modify, maintain or enhance the Software without
                further assistance or references to other materials.

        1.2     Enlighten will place each new release of Software into an escrow
                account. Reseller's access to such source and object code will
                be allowed only after an Escrow Event has occurred. Cost of
                Software Escrow to be borne by Reseller.

        1.3     The term "Deposit" as used in this Escrow Agreement means the
                Source Code deposited with Escrow Agent by Enlighten pursuant to
                this Escrow Agreement.

2.      REVISIONS AND MAINTENANCE

2.1     Enlighten agrees to deposit with Escrow Agent a copy of all new versions
        of the Source Code prepared by Enlighten within forty-five (45) business
        days after such new versions are made available to the general public by
        Enlighten. Such revisions shall be deposited in a sealed package
        certified by an authorized officer of Enlighten to contain a complete
        copy of such new versions.

2.2     Escrow Agent shall acknowledge delivery of new versions hereunder by
        sending written acknowledgment thereof to both Enlighten and Reseller.

3.      STORAGE AND SECURITY

3.1     Escrow Agent shall act as custodian of the Deposit until the escrow is
        terminated pursuant to Section 11 ("Termination") of this Escrow
        Agreement. Escrow Agent shall establish, under its control, a secure
        receptacle for the purpose of storing the Deposit.

3.2     The Deposit shall remain the exclusive property of the Enlighten,
        subject only to the licenses provided in this Escrow Agreement.

3.3     Escrow Agent shall not divulge, disclose or otherwise make available the
        Deposit to any parties other than those persons duly authorized in
        writing by a competent officer of Enlighten, except as provided in this
        Escrow Agreement.

3.4     Escrow Agent shall not permit any person access to the Deposit except as
        may be necessary for Escrow Agent's authorized representatives to
        perform under this Escrow Agreement.

3.5     Access to the Deposit shall not be granted without compliance with all
        security and identification procedures instituted by Escrow Agent.



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 6
<PAGE>   27


3.6     Escrow Agent shall have no obligation or responsibility to verify or
        determine that the Deposit does, in fact, consist of those items which
        Enlighten is obligated to deliver, under any agreement, and Escrow Agent
        shall bear no responsibility whatsoever to determine the existence,
        relevance, completeness, currency, or accuracy of the Deposit.

3.7     Escrow Agent's sole responsibility shall be to accept, store and deliver
        the Deposit, in accordance with the terms and conditions of this Escrow
        Agreement.

3.8     If any of the Deposit shall be attached, garnished or levied upon
        pursuant to an order of court, or the delivery thereof shall be stayed
        or enjoined by an order of court, or any other order, judgment or decree
        shall be made or entered by any court affecting the relevant Deposit or
        any portion thereof, Escrow Agent is hereby expressly authorized in its
        sole discretion to obey and comply with all orders, judgments or decrees
        so entered or issued by any court, without the necessity of inquiring
        whether such court had jurisdiction, and in case Escrow Agent obeys or
        complies with any such order, judgment or decree, Escrow Agent shall not
        be liable to Enlighten or any third party by reason of such compliance,
        notwithstanding that such order, judgment or decree may subsequently be
        reversed, modified or vacated.

4.      RELEASE OF DEPOSIT

4.1     Upon the occurrence of any Escrow Event, Reseller may deliver to Escrow
        Agent a written notice of such Escrow Event (a "Notice"), and Escrow
        Agent shall provide a copy of such Notice to Enlighten within one (1)
        business day of receipt from Reseller. Unless Enlighten shall have
        provided Contrary Instructions (as defined below) to Escrow Agent within
        five (5) business days after receipt of Escrow Agent's notice, the
        relevant Deposit shall be delivered to Reseller by Escrow Agent within
        the next five (5) business days following the end of such five (5)
        business day period. Such delivery of the Source Code will terminate all
        duties and obligations of Escrow Agent to Enlighten and Reseller with
        respect to the Source Code so delivered; provided that if Enlighten
        cures the Escrow Event to the reasonable satisfaction of Reseller within
        sixty (60) days of the occurrence of the Escrow Event, then Reseller
        shall return the Source Code to Escrow Agent for retention under this
        Agreement, and Reseller shall have no further right to use such Source
        Code unless and until the occurrence of a subsequent Escrow Event.

4.2     "Contrary Instructions" for the purposes of this Escrow Agreement means
        a notarized affidavit executed by an official of Enlighten stating that
        the Escrow Event or Escrow Events specified in Reseller's Notice have
        not occurred, or have been cured.

4.3     Upon timely receipt of such Contrary Instructions, Escrow Agent shall
        not release the Deposit, but shall continue to store the Deposit until
        otherwise directed by Reseller and Enlighten jointly, or until
        resolution of the dispute pursuant to Section 5 ("Dispute Resolution")
        of this Escrow Agreement, or by a court of competent jurisdiction.

5.      DISPUTE RESOLUTION



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 7
<PAGE>   28


        Enlighten and Reseller agree that if Contrary Instructions are timely
        given by Enlighten pursuant to Section 4 ("Release of Deposit") hereof,
        then Enlighten and Reseller shall submit their dispute regarding
        Reseller's Notice to arbitration by a single arbitrator who is a member
        of the American Arbitration Association, according to its rules and
        regulations then in effect. Such arbitration shall take place in San
        Mateo, California. The decision of the arbitrator shall be final and
        binding upon the parties and enforceable in any court of competent
        jurisdiction, and a copy of such decision shall be delivered immediately
        to Enlighten, Reseller and Escrow Agent. The parties shall use their
        best efforts to commence the arbitration proceeding within ten (10)
        business days following delivery of the Contrary Instructions. The sole
        question to be determined by the arbitrator shall be whether or not
        there existed an Escrow Event at the time Reseller delivered the Notice
        under Section 4 ("Release of Deposit"), and, if so, whether such Escrow
        Event has been cured. If the arbitrator finds that an uncured Escrow
        Event exists, Escrow Agent shall promptly deliver the Deposit to
        Reseller. Depositions may be taken and discovery obtained in any such
        arbitration proceedings in accordance with California Code of Civil
        Procedure ("CCP") Sections 1283.05 and 1283.1. All fees and charges by
        the American Arbitration Association and the reasonable attorneys' fees
        and costs incurred by the prevailing party in the arbitration shall be
        paid by the non prevailing party. Judgment upon the award rendered by
        the arbitrator(s) may be entered into any court having jurisdiction
        thereof. Notwithstanding the foregoing, either party shall have the
        right to obtain a preliminary judgment on any equitable claim in any
        court of competent jurisdiction, where such judgment is necessary to
        preserve property or proprietary rights under this Escrow Agreement.
        Such judgment shall remain effective as long as the terms of the
        judgment so provide or until specifically superseded by the action of
        the arbitrator(s) as provided above.

6.      BANKRUPTCY

        Enlighten and Reseller acknowledge that this Escrow Agreement is an
        "agreement supplementary to" the Agreement as provided in Section 365(n)
        of Title 11, United States Code (the "Bankruptcy Code"). Enlighten
        acknowledges that if Enlighten as a debtor in possession or a trustee in
        bankruptcy in a case under the Bankruptcy Code rejects the Agreement or
        this Escrow Agreement, Reseller may elect to retain its rights under the
        Agreement and this Escrow Agreement as provided in Section 365(n) of the
        Bankruptcy Code. Upon written request of the Reseller to Enlighten or
        the Bankruptcy Trustee, Enlighten or such Bankruptcy Trustee shall not
        interfere with the rights of Reseller as provided in the Agreement and
        this Escrow Agreement, including the right to obtain the Deposit from
        Escrow Agent.



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 8
<PAGE>   29


7.      ESCROW EVENTS

        The term "Escrow Event" as used in this Escrow Agreement means (i) a
        material breach by Enlighten of its support obligations under the
        Agreement (to the extent such breach entitles Reseller to impose a
        penalty pursuant to Exhibit D, Section 1A of the Agreement); (ii)
        Enlighten ceases to exist; or (iii) Enlighten becomes insolvent or files
        or has filed against it a petition in bankruptcy.

8.      INDEMNIFICATION

        Enlighten and Reseller jointly and severally agree to defend and
        indemnify Escrow Agent and to hold Escrow Agent harmless from and
        against any and all claims, actions and suits, whether groundless or
        otherwise, and from and against any and all liabilities, losses,
        damages, costs, charges, penalties, counsel fees, and any other expense
        of any other nature, including, without limitation, settlement costs
        incurred by Escrow Agent on account of any act or omission of Escrow
        Agent, in respect of or with regard to this Escrow Agreement, except
        insofar as such liabilities arise by reason of Escrow Agent's gross
        negligence or willful misconduct.

9.      LICENSE GRANT FOR USE OF SOURCE CODE; CONFIDENTIALITY

9.1     If, and only if, the Source Code is released to Reseller pursuant to
        Section 4 ("Release of Deposit") hereof, Enlighten hereby grants
        Reseller and its Personnel (as defined in the Agreement) the right to
        use such Deposit solely for the purpose of making and distributing error
        corrections, modifications, bug-fixes, and enhancements to the Software,
        and performing maintenance and providing support to the Software, for
        end user customers of Products (as defined in the Agreement) which
        include Software. Reseller agrees that Enlighten shall own any such
        error corrections, modifications, bug-fixes, and enhancements to the
        Software created by Reseller in accordance with this Section 9.1, and
        Reseller hereby does and will assign all right, title and interest in
        such error corrections, modifications, bug-fixes, and enhancements to
        the Software to Enlighten. Reseller further agrees to provide Enlighten
        with a copy of each such error correction, modification, bug-fix, and
        enhancement to the Software in source code form within sixty (60) days
        of making such error correction, modification, bug-fix, or enhancement
        to the Software available to an end user customer.

9.2     Reseller acknowledges and agrees that, in the event that Reseller
        obtains the Source Code pursuant to the terms hereof, such Source Code
        will be deemed "Confidential Information" under the terms of
        Confidential Disclosure Agreement # __________dated ________ and
        Supplement # ____________ dated ________ thereto (collectively, the
        "CDA"), provided that, with respect to the Source Code, Reseller's
        obligation of confidentiality will extend for a period of five (5) years
        from the date Reseller obtains the Source Code.

9.3     The rights and obligations of this Section 9 ("License Grant for Use of
        Source Code; confidentiality") shall survive any termination or
        expiration of this Escrow Agreement.

10.     RECORDS



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                    Page 9
<PAGE>   30


        Escrow Agent agrees to keep complete written records of the activities
        undertaken and materials prepared and delivered to Escrow Agent pursuant
        to this Escrow Agreement. Enlighten and Reseller shall be entitled at
        reasonable times during normal business hours and upon reasonable notice
        to Escrow Agent during the term of this Escrow Agreement to inspect the
        records of Escrow Agent with respect to the Source Code. Enlighten shall
        be entitled upon reasonable notice to Escrow Agent and during normal
        business hours to inspect the facilities of Escrow Agent with respect to
        the physical status and condition of the Deposit.

11.     TERMINATION

11.1    This Escrow Agreement shall terminate two (2) years after termination of
        the Agreement. Upon such termination, except for termination as a result
        of rejection of the Agreement in a bankruptcy case of Enlighten, Escrow
        Agent shall return the Deposit to Enlighten after the payment of all
        costs, fees and expenses due Escrow Agent.

11.2    Reseller and Enlighten may terminate this Escrow Agreement by mutual
        written agreement, upon sixty (60) days written notice to Escrow Agent.

11.3    Escrow Agent reserves the right to resign as Escrow Agent upon sixty
        (60) days prior written notice to Enlighten and Reseller. Upon
        resignation, Escrow Agent shall return the Deposit to Enlighten only
        after having received payment of its fees and costs pursuant to Section
        13 ("Fees") of this Escrow Agreement.

11.4    In the event that the sixty (60) day notice period in Section 11.3
        elapses without Escrow Agent having received payment from either
        Enlighten or Reseller of the remaining fees due, Escrow Agent shall then
        have the option, without further notice to either party, to terminate
        the Escrow Agreement and to destroy the Deposit. If Escrow Agent
        receives payment of the remaining fees due, the party paying the Escrow
        Agent may arrange for a commercially recognized escrow agent to serve as
        a successor Escrow Agent for the remainder of the term of this
        Agreement, such escrow agent to agree in a signed writing to be bound by
        the terms and conditions of this Agreement.

12.     GOOD FAITH RELIANCE

        Escrow Agent may rely and act upon any instruction, instrument, or
        signature believed in good faith to be genuine, and may assume that any
        person purporting to give any writing, notice, respect, advice, or
        instruction in connection with or relating to this Escrow Agreement has
        been duly authorized to do so.


13.     FEES

13.1    In consideration of performing its functions as Escrow Agent, Escrow
        Agent shall be compensated by Supplier as set forth in Exhibit H-1 ("Fee
        Schedule"). The fees set forth in Exhibit H-1 ("Fee Schedule") will be
        billed annually by Escrow Agent to Supplier. Reseller and Supplier will
        equally share responsibility for and payment of any incremental expenses



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 10
<PAGE>   31


        which may arise pursuant to the terms and conditions of this Escrow
        Agreement.

13.2    The fees set forth in Exhibit H-1 ("Fee Schedule") are for Escrow
        Agent's ordinary services as Escrow Agent. In the event Escrow Agent is
        required to perform any additional or extraordinary services as a result
        of being Escrow Agent, including intervention in any litigation or
        proceeding, Escrow Agent shall receive reasonable compensation for such
        services and be reimbursed for such costs incurred, including reasonable
        attorneys' fees.

13.3    Escrow Agent shall be entitled to receive payment of all costs, fees and
        expenses due it, prior to release of the Deposit.

14.     ENTIRE AGREEMENT

        This Escrow Agreement, including the Exhibits hereto, constitutes the
        entire agreement among the parties regarding the subject matter hereof,
        and shall supersede all previous and contemporaneous communications,
        representations, understandings and agreement, either oral or written
        between the parties. This Escrow Agreement is intended to be and shall
        be treated as an agreement separate and distinct from the Agreement, the
        parties acknowledging that Reseller has no substantial performance
        obligation hereunder to Enlighten.

15.     NOTICE

        All notices required or permitted by this Escrow Agreement shall be
        sufficiently served by mailing the same by certified or registered mail,
        return receipt requested, to the parties at their respective addresses,
        as follows:

                (a)     Escrow Agent:
                        Data Securities International, Inc.
                        ATTN: Contract Administration
                        9555 Chesapeake Drive, Ste. 200
                        San Diego, CA 92123

                (b)     Intel Corporation
                        2200 Mission College Blvd.
                        Santa Clara, CA   95052
                        Attn: Corporate Counsel

                (c)     Enlighten Software Solutions, Inc.:
                        999 Baker Way, Fifth Floor
                        San Mateo, CA  94404
                        Ph. (650) 578-0700
                        Fx. (650) 524-0118



                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 11
<PAGE>   32


16. COUNTERPARTS

        This Escrow Agreement may be executed in one or more counterparts, each
        of which shall be deemed an original, and all of which taken together
        shall constitute one and the same instrument.

17.     GOVERNING LAW

        This Escrow Agreement shall be governed by and construed according to
        the laws of the State of California, without regard to conflicts of laws
        principles.

18.     SEVERABILITY

        In the event any of the provisions of this Escrow Agreement shall be
        held by a court of competent jurisdiction to be contrary to any state or
        federal law, the remaining provisions of this Escrow Agreement will
        remain in full force and effect.

19.     HEADINGS

        The section headings in this Escrow Agreement do not form a part of it,
        but are for convenience only and shall not limit or affect the meaning
        of the provisions.





                         INTEL / ENLIGHTEN CONFIDENTIAL
                                     Page 12
<PAGE>   33
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the date
last signed below.


for Enlighten Software Solutions, Inc.:




By:
   ------------------------------------------------

Name: David D. Parker
      ---------------------------------------------

Title: Chief Executive Officer, Enlighten Software
       --------------------------------------------


Date:          /       /  1999
       --------------------------------------------


for:



By:
   ------------------------------------------------

Name:
     ----------------------------------------------

Title:
      ---------------------------------------------

Date:              /              / 1999
      ---------------------------------------------


for Escrow Agent:
Data Securities, Inc.


By:
   ------------------------------------------------

Name:
     ----------------------------------------------

Title:
      ---------------------------------------------

Date:              /              / 1999
      ---------------------------------------------





                         INTEL / ENLIGHTEN CONFIDENTIAL
                                    Page 13