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                                                                EXHIBIT 10.22



ISSUE 2.




                                DIGITAL & GEOTEL

                               SOFTWARE AGREEMENT
                         INCORPORATING LICENSING RIGHTS
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                                    CONTENTS


                                                                            PAGE
                                                                             NOS
1.  Definitions                                                               3
2.  Term of Agreement                                                         5
3.  The Work                                                                  5
4.  Variations                                                                6
5.  The Price                                                                 6
6.  Delivery                                                                  7
7.  Receipt of the Software                                                   7
8.  Acceptance Tests                                                          7
9.  Software Licence Rights                                                   8
10. Indemnity - Virus Protection                                              9
11. Documentation                                                             9
12. Commercial Service                                                        9
13. Interface with other Equipment                                           10
14. Access, Assistance and Progress Reports                                  10
15. Mistakes in Information                                                  10
16. Digital and/or BT Supplied Items and Property                            11
17. Warranty                                                                 11
18. Title and Risk                                                           13
19. Information                                                              13
20. Confidentiality                                                          13
21. Intellectual Property                                                    14
22. Intellectual Property Rights Indemnification                             14
23. Escrow                                                                   15
24. Indemnity                                                                17
25. Limitation of Liability                                                  17
26. Insurance                                                                17
27. Termination                                                              18
28. Force Majeure                                                            19
29. Suspension of Work                                                       19
30. Working on Site                                                          19
31. Delivery and Removal of the Software and GeoTel's Equipment              21
32. Security                                                                 21
33. Quality                                                                  22
34. Compliance with Laws and Regulations                                     22
35. Assignment and Subcontracting                                            22
36. Contract Personnel                                                       22
37. Non-Nuclear use and Export Control                                       22
38. Notices                                                                  23
39. General                                                                  23
40. Publicity                                                                24
    APPENDICES
    Appendix 1. The Work and the Customer Specification Document             25
    Appendix 2. Digital Price List and Payment Terms                         26
    Appendix 3. The Project Plan                                             29
    Appendix 4. Support and Maintenance                                      30
    Appendix 5  Documentation                                                31
    Appendix 6  Potential Exclusivity Agreement in respect of GeoTel's
                Standard Products                                            32

                                       2
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                               SOFTWARE AGREEMENT
                         INCORPORATING LICENSING RIGHTS

AGREEMENT NUMBER: VL/14/11/96

THIS AGREEMENT, effective as at the Agreement Date is made between:

GeoTel Communications Corporation of 25 Porter Road, Littleton, MA 01460
("GeoTel"); and Digital Equipment Co. Limited of Plumtree Court, London. EC4A
4HT ("Digital").

BACKGROUND

i)       GeoTel is a company carrying out a range of activities relating to
         information technology including, but not limited to the development
         and licensing of computer software programs; and

ii)      Digital, who also operates within the field of information technology
         and develops, uses, licenses and markets its own computer software
         programs (together with equipment), desires that GeoTel develops
         specific computer software programs for Digital pursuant to the
         requirements of the BT Contract utilising GeoTel's Standard Products;
         and

iii)     GeoTel has agreed to develop and deliver to Digital the Software and
         grant appropriate licensing rights pursuant to the BT Contract in
         accordance with the terms and conditions of this Agreement.

         For the avoidance of any doubt, this Agreement shall become effective
         upon Digital issuing to GeoTel its Purchase Order(s) in accordance with
         the provisions of this Agreement.

NOW IT IS AGREED AS FOLLOWS:

1.       DEFINITIONS

         1.1      "Software" means collectively or individually:

                  i)       GeoTel's Standard Products; and

                  ii)      the object computer programs and corresponding
                           documentation, which is clarified in Appendix 5 ("the
                           Documentation"), which are to be developed via
                           modifications to GeoTel's Standard Products to
                           support BT NUP and interconnection with the BT CTN
                           specifically for Digital/BT pursuant to the BT
                           Contract and provided by GeoTel under the terms of
                           this Agreement ("the BT Specific Development")

                  all of which is as defined in and will comply with the details
                  set out in the Customer Specification Document.

         1.2      "Customer Specification Document" means the proprietary
                  specification in accordance with which GeoTel shall develop
                  the Software and is as referenced in and attached at Appendix
                  1.

         1.3      "the Work" means all of GeoTel's activities as described in
                  Section 1 of Appendix 1 which result in the creation and
                  completion of the Software.

         1.4      "Intellectual Property Rights" ("IPRs") means the copyright,
                  patent, design right, trade secret, tradename or mark or such
                  other rights.

         1.5      "the Storage Media" means the agreed media upon which GeoTel
                  shall deliver the Software and Documentation, as detailed in
                  the Customer Specification Document.


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         1.6      "the Object Code" means the machine readable code of the
                  Software which can be executed on Digital computer systems for
                  which the Software has been designed.

         1.7      "Evaluation Software Licence" means that licence agreement
                  which has been entered into between the parties dated 21
                  August 1996 and which continues for a period of 180 days from
                  said date ("the Evaluation Period") at the expiry of which the
                  Evaluation Software Licence becomes superseded by the terms
                  and conditions of this Agreement except, for the avoidance of
                  any doubt, payment in respect of the Evaluation Software
                  Licence which shall be made under the terms and conditions of
                  same and not under this Agreement.

         1.8      "Development Agreement" means that agreement, the final draft
                  of which was dated 21 August 1996 against which GeoTel carried
                  out the initial proof of concept development work ("the
                  Initial Development Work") and which is superseded as at the
                  Agreement Date by the terms and conditions of this Agreement
                  except, for the avoidance of any doubt, payment in respect of
                  the Initial Development Work which shall be made under the
                  terms and conditions of same and not under this Agreement.

         1.9      "the Equipment" means that equipment and associated
                  peripherals (in conjunction with which the Software is
                  required to operate) to be delivered by Digital to BT under
                  the BT Contract.

         1.10     "Ready for Service" means the ready for service date upon
                  which the Software is ready for use by BT and is that date
                  specified in the Project Plan.

         1.11     "Documentation" means the documentation to be provided
                  hereunder pursuant to the Customer Specification Document to
                  include, but not be limited to directions for and
                  verifications of installation and use of the Software, reports
                  and any other explanatory materials.

         1.12     "Revisions" mean all modifications, upgrades, enhancements and
                  new versions of the Software which may be provided under this
                  Agreement.

         1.13     "Variations" shall mean any variation to the Customer
                  Specification Document or any other aspect of this Agreement
                  communicated and agreed in writing between the parties
                  pursuant to the provisions set out in the change control
                  process defined Condition 4.1.

         1.14     "Acceptance" shall mean a written statement issued by Digital
                  to GeoTel, (in accordance with acceptance criteria and an
                  appropriate acceptance process to be agreed between the
                  parties and BT and documented within the period set for such
                  activities in the Project Plan) following acceptance testing
                  by Digital confirming that the Software complies with the
                  Customer Specification Document. The terms "Acceptance Tests"
                  and "Accepted" shall have the corresponding meanings.

         1.15     "the Project Plan" shall mean the agreed timetable, (the key
                  dates of which are detailed in Appendix 3, to which GeoTel
                  shall perform its obligations under this Agreement subject
                  always to Digital's performance of its non GeoTel dependent
                  obligations and BT's performance of its obligations as
                  contained in the BT Contract) and is that document as at the
                  Agreement Date entitled "Project Telemarketing" dated: 4.10.96
                  version: 3.0 which may subsequently be revised by the mutual
                  written consent of the parties.

         1.16     "the Review Process" shall mean any appropriate review process
                  agreed in writing by the parties by which the Work may be
                  measured by Digital on an on-going basis.

         1.17     "the Price" shall mean the USS payments to be received by
                  GeoTel from Digital and is as detailed in Appendix 2.


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         1.18     "GeoTel's Standard Products" shall mean the C7 cards specified
                  in the Development Agreement and those standard software
                  products proprietary to GeoTel as specified in the Evaluation
                  Software Licence and as may be enhanced by GeoTel pursuant to
                  GeoTel's enhancement policy prior to Acceptance. For the
                  avoidance of any doubt, details of such enchancements shall be
                  advised to Digital and shall not prevent the Software
                  performing in accordance with the Customer Specification
                  Document

         1.19     "BT" means British Telecommunications plc of 81 Newgate
                  Street, London EC2 with whom Digital shall contract pursuant
                  to the BT Contract defined in Condition 3.7 below.

         1.20     "Contract Personnel" means those personnel whom GeoTel use for
                  the performance of its duties under this Agreement, whether
                  such personnel are employed by GeoTel, act as consultants to
                  GeoTel or otherwise.

         1.21     "the Agreement Date" means that date upon which this Agreement
                  becomes effective by its being signed by both parties and
                  Digital's issuing to GeoTel of its Purchase Order(s).

         1.22     "Purchase Order(s)" means those Digital purchase order(s) to
                  be issued by Digital under this Agreement.

         1.23     "Commercial Service" means that state of commercial service
                  into which Digital requires the Software to be put due to any
                  failure of the Software or any part thereof to pass the
                  Acceptance Tests as set out in Conditions 8.5, 8.6 and 12
                  below and "Certificate of Commercial Service" shall have the
                  corresponding meaning.

         1.24     "Information" means all information whether written or oral or
                  any other form, including, but not limited to documentation,
                  specifications, reports, data, notes, drawings, models,
                  patterns, samples, software, computer outputs, designs,
                  circuit diagrams, inventions, (whether patentable or not) and
                  know how.


2.       TERM OF THIS AGREEMENT

         This Agreement shall commence upon the Agreement Date and shall
         continue, unless otherwise agreed in writing between the parties to
         ensure the simultaneous termination of the BT Contract and this
         Agreement, for a period of 24 months (with the option to extend
         annually at Digital's discretion for a further 36 months) unless
         terminated by either party in accordance with Condition 27.


3.       THE WORK

         3.1      GeoTel agrees to develop, supply, license the Software to
                  Digital and carry out other related activities in accordance
                  with the terms and conditions of this Agreement.

         3.2      GeoTel agrees to complete the Work in accordance with the key
                  dates which are detailed in Appendix, to which GeoTel shall
                  perform its obligations under this Agreement subject always to
                  Digital's performance of its non-GeoTel dependent obligations
                  and BT's performance of its obligations as contained in the BT
                  Contract.

         3.3      The Work shall be monitored by Digital in accordance with the
                  Review Process. GeoTel agrees to follow the Review Process and
                  co-operate with Digital in its monitoring of the Work.

         3.4      The Software and Storage Media will be delivered to Digital at
                  the Digital site as referenced in the Project Plan in object
                  code together with its appropriate Documentation.


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         3.5      It is acknowledged and agreed between the parties that support
                  and maintenance in respect of the Work and the resultant
                  Software is, at the date of signing this Agreement, yet to be
                  agreed between the parties.

                  Within 60 days of the Agreement Date, the parties shall have
                  agreed the terms and conditions in respect of such support and
                  the same shall be attached at Appendix 4.

         3.6      GeoTel shall provide monthly reports to Digital detailing
                  progress made against milestones indicated in the Project Plan
                  one week prior to progress meetings. GeoTel shall provide
                  suitable representation at these meetings. Such meetings shall
                  be held via conference call or other appropriate and
                  economical means

         3.7      In accordance with and subject to Condition 9 below, GeoTel
                  hereby grants to Digital an irrevocable, royalty free license
                  to use the Software and Documentation solely for the purposes
                  of performing Digital's obligations (including but not limited
                  to those relating to the granting of sub-licences to BT and
                  its obligations in respect of support and warranty) under its
                  contracts(s) with BT pursuant to BT's project known as
                  "Signalling Requirement for Telemarketing Near Real Time
                  Control and Reports Platform ("the BT Contract") as set out in
                  the Project Plan.

         3.8      The licence as referenced in Condition 3.7 above shall
                  commence upon the date appropriate for such commencement as
                  set out in the Project Plan and shall continue for a period
                  appropriate to the performance of Digital's obligations under
                  the BT Contract. At the end of said period the Software shall
                  be returned to GeoTel.

         3.9      Pursuant to the licensing arrangements set out in Condition
                  3.7 above, Digital agrees that the Software shall not be
                  decompiled, reverse engineered, disassembled, analysed or
                  otherwise examined for the purpose of reverse engineering,
                  except and solely in so far as such activities are permitted
                  pursuant to Condition 50B of the Copyright Designs and Patents
                  Act 1998.


4.       VARIATIONS

         4.1      Either party shall have the right from time to time during the
                  performance of this Agreement by written request and by mutual
                  agreement, in accordance with and subject to the change
                  control process included in the quality plan referred in
                  Condition 33 below ("the Change Control Process") to alter,
                  amend, add to or otherwise vary any aspect of this Agreement.

         4.2      The Price shall be increased or decreased subject to and in
                  accordance with the Change Control Process and dependent
                  contractual timescales shall be adjusted by a fair and
                  reasonable amount.

         4.3      No variation shall be carried out under unless it is
                  authorised and processed in accordance with the Change Control
                  Process and notified in writing by Digital as an amendment to
                  this Agreement.

         4.4      Any variation carried out other than in accordance with this
                  Condition 4 shall be the sole responsibility of GeoTel and no
                  change in the Price and/or no extension of timescales shall be
                  allowed.

5.       THE PRICE

         Subject to GeoTel's performance of all of its duties and obligations
         under this Agreement, Digital shall pay GeoTel subject to and in
         accordance with Appendix 2.


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6.       DELIVERY

         6.1      GeoTel shall develop and provide the Software in accordance
                  with the key dates as defined in Appendix .3. If no time is so
                  specified, GeoTel shall develop and provide the Software in
                  accordance with such timescales as the parties may agree in
                  writing.

         6.2      GeoTel shall not, without the prior permission of Digital,
                  deliver any part order (by quantity or by item). In the event
                  that the Software is not available for delivery at the due
                  time, GeoTel shall (without prejudice to Digital's rights
                  under this Agreement) immediately inform Digital by telephone
                  or facsimile and confirm such communication by post


7.       RECEIPT OF THE SOFTWARE

         7.1      Initial receipt of the Software at the delivery point may be
                  signed for as unexamined and this shall not affect Digital's
                  rights subsequently to reject the Software. Where subsequent
                  checking shows a deficiency in the quantity of Software items
                  delivered, GeoTel shall make good the deficiency within 14
                  days of notice from Digital of the deficiency.


8.       ACCEPTANCE TESTS

         8.1      Digital and GeoTel shall agree a series of Acceptance Tests
                  which shall take place at appropriate stages within the
                  Project as indicated in the Project Plan.

         8.2      When the Acceptance Tests have been passed in accordance with
                  this Agreement, Digital shall issue a dated certificate of
                  Acceptance to GeoTel.

         8.3      Where the Software consists of sections or portions, the
                  Acceptance procedures outlined above shall be repeated for
                  each section or portion of the Software.

         8.4      If the Software or any relevant part of it fails to pass the
                  Acceptance Tests, then GeoTel will either:

                  i)       implement free of charge and within a reasonable time
                           such alterations or modifications to the Software as
                           are necessary to make possible the repetition of the
                           Acceptance Tests; or

                  ii)      upon the request of Digital and, with GeoTel's
                           agreement, bring the Software into Commercial Service
                           in accordance with Condition 12 below.

         8.5.     If the Software fails to pass any repetition of the Acceptance
                  Tests then, Digital at its option, may:

                  i)       request GeoTel to implement free of charge, and
                           within a reasonable time, such alterations or
                           modifications to the Software as are necessary to
                           make possible the repetition of the Acceptance Tests;
                           or

                  ii)      bring the Work into Commercial Service; or

                  iii)     terminate future performance of this Agreement.

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<PAGE>   8
9.   SOFTWARE LICENCE RIGHTS

     9.1  GeoTel hereby grants to Digital:

          i)   where GeoTel shall have failed or been unable to meet Digital
               and/or BT's reasonable requirements for new facilities and
               features or shall have ceased to support the Software as provided
               for in this Agreement; and,

          ii)  an exclusive, irrevocable, royalty free licence to use and copy
               the BT Specific Development as defined in 1.1 and corresponding
               Documentation and grant sub licences to BT in respect of the
               same; and

          iii) a non exclusive, irrevocable, royalty free licence to use and
               copy GeoTel's Standard Products and corresponding Documentation
               and grant sub-licences to BT in respect of the same; and

               for the purposes of Digital's performance of the BT Contract
               anywhere in the United Kingdom. Such rights shall include the
               right, under the Condition entitled "Intellectual Property
               Rights, in order to:

               a)   Use and copy for the purposes of operating or maintaining
                    the BT Network anywhere in the United Kingdom, including
                    training purposes, and the making of copies for back-up and
                    maintenance purposes; and

               b)   Modify or have modified the Software under the Condition
                    relating to Confidentiality, in the following circumstances:

          iv)  with the written consent of GeoTel, to allow integration with
               Digital and/or BT support systems; and

          v)   to meet Digital and/or BT urgent operational requirements where
               GeoTel is unable or fails to meet those operational requirements;
               and (after proper consultation with GeoTel and with GeoTel's
               written permission, where GeoTel shall have failed or been unable
               to meet Digital and/or BT's reasonable requirements for new
               features and facilities or shall have ceased to support the
               Software as provided for in this Agreement:

               a)   enhance or have enhanced the Software; and

               b)   merge or have merged Digital and/or BT data with any
                    Software; and,

               c)   supply the Software or copies of the Software to third
                    parties under Conditions of Confidentiality for the purposes
                    of modification or enhancement or merger of the Software as
                    provided for above; and,

               e)   supply the Software or copies of the Software to third
                    parties under Conditions of Confidentiality for the purpose
                    of the design and supply to Digital and/or BT of systems
                    interoperable with the Equipment or Software which are
                    necessary for enabling such design and supply.

     9.2  The sub licensing rights mentioned above shall always be subject to
          the entering into of appropriate licenses containing no less stringent
          licensing terms and conditions to those as set out in this Agreement.

     9.3  Without prejudice to any other obligations of GeoTel under this
          Agreement, GeoTel undertakes to obtain for Digital and/or BT an
          irrevocable, royalty free licence upon the same terms from any third
          party owning Intellectual Property Rights in the Software.


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     9.4  Without prejudice to Digital's rights granted hereunder and always
          subject to and in accordance with the terms and conditions of this
          Agreement, for the purposes of Section 117 of the Copyright Act of
          1976, as amended, and for all other purposes GeoTel shall be
          considered the owner of the Software and any copies thereof and of its
          Intellectual Property Rights. Physical copies of the Software, in
          firmware, diskette, tape, paper, or other form shall be deemed to be
          in loan to Digital and/or BT during the term of the licence and rights
          as set out in this Agreement.

     9.5  The provisions of this Condition 9 shall survive the expiry or
          termination of this Agreement except in the event of termination due
          to Digital's breach of this Agreement.

10.  INDEMNITY - VIRUS PROTECTION

     10.1 Each party shall take reasonable care to avoid the introduction of any
          computer virus or malicious code in any Software that either party
          supplies to the other or uses in the performance of the Work. If any
          computer virus or malicious code is introduced into Digital or BT's
          systems and/or network by GeoTel as a result of GeoTel's failure to
          comply with this condition (including, but not limited to not using
          any state of the art virus checker), then GeoTel shall, at its own
          expense, use all reasonable endeavours to remove or, at its option,
          counteract the virus or malicious code and restore such systems to the
          state they were in prior to the introduction of the virus or malicious
          code. GeoTel shall ensure, where possible, to keep adequate back-up
          copies of all data, software and other materials and will take all
          reasonable precautions to counteract the spread of any virus or
          malicious code which has been introduced.

11.  DOCUMENTATION

     11.1 GeoTel shall, in consideration of the amount specified in Appendix 2
          in respect of Documentation, prepare and supply to Digital all
          installation guides and maintenance guides associated with the
          Software and all other documentation (including without limitation
          software documentation) necessary to use and maintain the Software and
          to meet the requirements of this Agreement. The Documentation is
          listed in the Customer Specification Document. GeoTel hereby grants to
          Digital, BT and BT's customers the right to copy the Documentation and
          make free use of the same for any reasonable purpose connected with
          the sale, use or maintenance of the Software. Digital and/or BT
          proprietary software documentation shall not be copied by GeoTel
          without prior written authorisation from Digital.

12.  COMMERCIAL SERVICE

     12.1 Where Digital wishes to put the Software (or any portion thereof) into
          Commercial Service in accordance with Conditions 8.5 and 8.6 above in
          the event that the Software or any relevant part of it fails to pass
          the Acceptance Tests, Digital will issue a Certificate of Commercial
          Service. Such Certificate will detail all outstanding items and
          deficiencies to be made good by GeoTel, as are known to Digital at the
          date of issue of such Certificate.

     12.2 *

     12.3 The warranty arrangements detailed in this Agreement shall apply to
          any Software put into Commercial Service from the date that such
          Commercial Service begins. However, such


* Confidential Information omitted and filed separately with the Commission.

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          arrangements shall be extended (free of additional charge to Digital)
          for a period equal to that between the formal entry into Commercial
          Service date and the Acceptance date by up to a maximum of 3 months.

     12.4 GeoTel shall carry the risk in respect of any Software put into
          Commercial Service (and for which title is still vested in GeoTel)
          until such Software is Accepted by Digital. However, where Digital
          puts the Software into Commercial Service prior to Acceptance against
          the advice of GeoTel, then use of such Work shall be at Digital's sole
          risk.

     12.5 Digital and GeoTel shall agree mutually convenient times during which
          GeoTel may be allowed access to the Software in Commercial Service for
          the purposes of facilitating Acceptance by Digital of the Software in
          Commercial Service. Such activities will be performed at no additional
          expense to Digital.

     12.6 When the deficiencies detailed in the Certificate of Commercial
          Service have been remedied and the Software (or portion thereof) has
          passed the agreed Acceptance Test(s), Digital will issue a certificate
          of Acceptance.

     12.7 Digital and GeoTel anticipate that for the 12 months subsequent to
          acceptance of the product or initial placement into commercial
          service, the licenses granted under this agreement will be deployed in
          customer applications at rate of two (2) licenses per month. Digital
          may accelerate this deployment rate at any time.

13.  INTERFACE WITH OTHER EQUIPMENT

     13.1 GeoTel shall ensure the successful interworking of the Software in or
          with the BT Network existing at the date of BT's use of the Software
          pursuant to the BT Contract and that the Software does not impair or
          degrade the performance or operation of the BT Network or any other
          telecommunications network.

     13.2 GeoTel shall supply within two months of any request, at its own
          reasonable cost such information as Digital or GeoTel may reasonably
          require to enable Digital to interface and fully interwork Software
          with the BT Network or any other telecommunications network.

14.  ACCESS, ASSISTANCE AND PROGRESS REPORTS

     14.1 GeoTel shall:

          a)   ensure that Digital (or any person authorised by Digital) shall
               have access.. upon reasonable notice, at all reasonable times to
               the premises of GeoTel, and those of any sub contractor, as
               Digital may require to assess the progress of this Agreement; and

          b)   render such reports to Digital on the performance of this
               Agreement, and attend such meetings, as may be reasonably
               required by Digital; and nominate a suitable representative to
               attend all such meetings.

          c)   The representative shall be fully conversant at all times with
               the performance of this Agreement.

15.  MISTAKES IN INFORMATION

     15.1 GeoTel shall inform Digital in writing of any mistakes in design
          information within a reasonable time of receipt.


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     15.2 Any mistakes in Information owned or controlled by GeoTel and in any
          Information relating to GeoTel's Intellectual Property Rights shall be
          GeoTel's responsibility to remedy at its cost whether such Information
          has been approved by Digital or not. Where any such remedial work is
          undertaken by Digital after proper consultation with GeoTel, GeoTel
          shall bear all costs.

16.  DIGITAL AND/OR BT SUPPLIED ITEMS AND PROPERTY

     16.1 Any and all items supplied by either Digital and/or BT ("the Digital
          and/or BT Supplied Items") shall remain the property of Digital and/or
          BT, as appropriate. GeoTel shall return them to Digital and/or BT upon
          completion or termination of this Agreement or earlier upon reasonable
          request. GeoTel shall keep the Digital and/or BT Supplied Items and
          (before their delivery to Digital and/or BT) any items or things that
          are or have become Digital's and/or BT Property ("Digital and/or BT
          Property"), in safe custody and good condition, set aside and clearly
          marked as Digital and/or BT Property.

     16.2 Upon receipt of the Digital and/or BT Supplied Items, GeoTel shall
          satisfy itself that they are not defective or deficient for the
          purpose for which they are being provided, and within 14 days of
          receipt shall notify Digital of any defects or deficiencies.

     16.3 GeoTel shall not, without the prior written consent of Digital, use
          the Digital and/or BT Supplied Items for any purpose other than is
          necessary for the performance of this Agreement or allow any other
          party to use, take possession of, or have any rights or lien over the
          Digital and/or BT Supplied Items or Digital and/or BT Property.

     16.4 Without limiting the generality of GeoTel's obligations, GeoTel shall
          not have, and shall ensure that Contract Personnel shall not have, a
          lien on the Digital and/or BT Supplied Items or Digital and/or BT
          Property for any sum due. GeoTel shall take all reasonable steps to
          ensure the title of Digital and/or BT and the exclusion of such lien
          are brought to the notice of all Contract Personnel dealing with any
          Digital and/or BT Supplied Items or Digital and/or BT Property.

     16.5 In the event of any threatened seizure of any Digital and/or BT
          Supplied Items or Digital and/or BT Property or in the event of GeoTel
          (or any Contract Personnel in possession of such Digital and/or BT
          Supplied Items or Property) going into receivership, administration or
          liquidation (or the equivalent of any of these) GeoTel shall:

          a)   notify Digital immediately; and,

          b)   draw to the attention of the relevant official that Digital
               and/or BT Supplied Items and Digital and/or BT Property are the
               Property of Digital and/or BT and do not form part of GeoTel's
               assets; and,

          c)   allow Digital and/or BT to enter GeoTel's premises or those of
               any Contract Personnel where Digital and/or BT Supplied Items or
               Digital and/or BT Property are stored and take possession of
               them.

17.  WARRANTY

     17.1 GeoTel agrees that it fully understands the nature of the Work and
          that it has satisfied itself as to the relevance and content of the
          Customer Specification Document. Accordingly, GeoTel confirms that it
          has the capacity to complete the Work and deliver the Software and
          Documentation in accordance with this Agreement.


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     17.2 GeoTel agrees that GeoTel are the sole legal and beneficial owner of
          the Software and Documentation and that the same are free and clear of
          all liens and encumbrances and free and clear from all claims and
          demands of third parties.

     17.3 GeoTel agrees that the Software and Intellectual Property Rights (or
          any part thereof) shall not infringe or violate any United States of
          America and/or United Kingdom patent, copyright, trademark, trade
          secret or other right of any third party. GeoTel shall give Digital
          immediate written notice if it becomes aware of any alleged
          infringement or violation and shall indemnify Digital and Digital in
          accordance with Condition 22 below.

     17.4 GeoTel warrants that the Software shall conform and perform in
          accordance with the Customer Specification Document and shall at its
          own cost promptly remedy (by repair, replacement or modification, at
          Digital's option), any defects in the Software notified by Digital and
          which become apparent during the period commencing at Acceptance or
          Commercial Service (as appropriate) and expiring 12 months thereafter
          ("Warranty Period"), due to:

          i)   defective workmanship; or,

          ii)  faulty design, (other than a design made or furnished or
               specified by Digital and for which GeoTel has previously
               disclaimed responsibility in writing within a reasonable time of
               receipt of design); or,

          iii) defective material supplied by GeoTel; or,

          iv)  any act, neglect or omission by GeoTel or Contract Personnel.

     17.5 GeoTel shall:

          i)   ensure that any remedied part of the Software is compatible with
               all of the Software and

          ii)  complete the remedy to the satisfaction of Digital within the
               timescales set out in this Agreement; and

          iii) ensure that defective Software is not remedied on Digital and/or
               BT premises without Digital's consent, unless, for operational or
               technical reasons they can only be removed or replaced with
               difficulty; and cause the minimum of disruption to Digital and/or
               BT and said parties' customers in effecting any remedy. The time
               at which any remedy is to be effected shall be agreed with
               Digital and Digital may at its discretion direct GeoTel to work
               outside normal working hours at no cost to Digital.

     17.6 The unexpired period of the Warranty Period or, if longer, a further
          Warranty Period of 90 days, and the provisions of this Condition,
          shall apply to all repaired or replacement Software and parts. GeoTel
          shall, upon receipt of the Software returned under this Condition,
          immediately investigate the Software and take all necessary
          corrective action to prevent recurrence of the defects in any Software
          to be supplied under this Agreement.

     17.7 GeoTel warrants that the Software is where applicable, fully
          compatible (without modification, loss of performance, loss of use, or
          work or expense on the part of Digital and/or BT) with changes to
          inputs or other information in relation to the dates arising in the
          year 2000 and beyond and this warranty will remain effective after
          the end of this Agreement.


                                       12
<PAGE>   13
     17.8 For the avoidance of any doubt, it is agreed that support and
          maintenance shall commence from Acceptance or Commercial Service, as
          appropriate and shall be provided in addition to the warranty
          arrangements set out in this Condition 17 and that the fee for such
          support and maintenance is included in the Price.

18.  TITLE AND RISK

     18.1 For the avoidance of any doubt, no title shall pass to Digital and/or
          BT under this Agreement except that title in the C7 cards (as defined
          in the Customer Specification Document) shall pass to Digital upon
          payment therefor.

     18.2 The risk of loss of or damage to the Software shall pass to Digital
          upon delivery.

19.  INFORMATION

     19.1 Either party that has during the term of this Agreement received
          Information in a recorded form from the other (or has recorded
          received Information) shall return these records upon:

          a)   expiry or termination of this Agreement; or

          b)   earlier upon reasonable request:

          unless such records are part of the Software.

     19.2 Except as expressly set out in this Agreement, no assignment of or
          licence under any Intellectual Property Right or trade mark or service
          mark (whether registered or not) is granted by this Agreement.

20.  CONFIDENTIALITY

     20.1 A party to this Agreement receiving Information ("the Recipient") from
          the other shall not, without the prior written consent of the other:

          i)   disclose the Information to any person other than the Recipient's
               employees or a sub-contractor engaged for the purposes of this
               Agreement; or

          ii)  use the Information other than for the purposes of this
               Agreement.

     20.2 Condition 20.1 of this Condition shall not apply to Information that
          is:

          i)   published or becomes so otherwise than by breach of this
               Agreement;

          ii)  lawfully known to the Recipient at the time of disclosure and is
               not subject to any obligations of confidentiality;

          iii) lawfully disclosed to the Recipient without any obligations of
               confidentiality by a third party; or

          iv)  replicated by development independently carried out by or for the
               Recipient.

                                       13
<PAGE>   14
     20.3 For the avoidance of doubt, it is agreed that this Condition 20 shall
          also apply to

          GeoTel's (and any sub-contractor of GeoTel) disclosure and use of
          Information relating to Digital and/or BT's Intellectual Property
          Rights which is owned or controlled by Digital.

     20.4 GeoTel shall ensure that each sub-contractor engaged for the purpose
          of this Agreement is bound by similar confidentiality terms to those
          in this Condition.

     20.5 Nothing in this Agreement shall prevent the Recipient from utilising
          general skill or knowledge or experience gained from work carried out
          under this Agreement insofar as such skill, knowledge or experience
          does not infringe the other party's Intellectual Property Rights or
          would involve a direct disclosure or unauthorised use of Information
          which the Recipient is required under this Agreement to keep
          confidential.

     20.6 This Condition shall survive the expiry or termination of this
          Agreement.

21.  INTELLECTUAL PROPERTY

     21.1 Due to GeoTel developing the Software (which is a Digital/BT specific
          requirement) to be incorporated within GeoTel's Standard Products for
          sub licensing to BT under the terms of this Agreement, the following
          specific Condition 21.1. i) shall apply to the Software in addition to
          Conditions 21.2 - 21.4 below:

          i)   The IPRs relating to all parts of the Software shall reside with
               GeoTel and its licensor(s), as appropriate and Digital are
               granted rights for the use and copying of the Software in
               accordance with the terms and conditions of this Agreement.

     21.2 The Intellectual Property Rights in any work and software additional
          to the Work and the Software shall be agreed between the parties
          pursuant to the Change Control Process.

     21.3 To the extent necessary for Digital's use (including any agreed
          further development) of the Software and the corresponding
          Intellectual Property Rights, Digital shall have the right (in
          addition to the rights set out in Conditions 3.7 and 3.8 above) to a
          non-exclusive irrevocable licence to GeoTel's Intellectual Property
          Rights. Such licence shall be granted subject to the payment of agreed
          amounts.

     21.4 In the event that GeoTel wishes to license its Intellectual Property
          Rights under Condition 21.3 on royalty bearing terms, it shall
          appropriately mark the deliverables hereunder or submit a written
          notice to Digital indicating that use of the Software requires a
          licence in respect of GeoTel's Intellectual Property Rights.

22.  INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION

     22.1 GeoTel indemnifies Digital against all actions, claims, proceedings,
          damages, costs and expenses arising from any actual or alleged
          infringement occurring in the United Kingdom and/or the United States
          of America of GeoTel's Intellectual Property Rights whether created
          under this Agreement or otherwise or breach of confidentiality by the
          possession or use of the Software (or any part thereof) or GeoTel's
          Intellectual Property Rights whether created under this Agreement or
          otherwise or any other deliverable under this Agreement.

     22.2 Digital shall notify GeoTel in writing of any such allegation received
          by Digital and shall not make any admissions unless GeoTel gives prior
          written consent.


                                       14
<PAGE>   15
     22.3 At GeoTel's request and expense, Digital shall permit GeoTel to
          conduct all negotiations and litigation. Digital shall give all
          reasonable assistance and GeoTel shall pay Digital's costs and
          expenses so incurred.

     22.4 GeoTel may (at GeoTel's option and at its expense) modify or replace
          the Software to avoid any alleged or actual infringement or breach.
          The modification or replacement must not affect the performance of the
          Software.

     22.5 This indemnity shall not apply to infringement or breaches arising
          directly from:

          i)   compliance with the design information where such compliance
               inevitably results in the infringement. This exception does not
               apply to infringement resulting from a BT requirement that the
               Software comply with a national or international standard; or

          ii)  the combination of the Software with other items not supplied
               under this Agreement or the BT Contract.

     22.6 Without prejudice to Condition 22.5.i) above, Digital warrants that
          compliance with the design information for the purposes of the
          provision of the Software to Digital and/or BT will not cause
          infringement or breach.

     22.7 This Condition 22 shall survive the expiry or termination of this
          Agreement.

23.  ESCROW

     23.1.GeoTel shall not incorporate Information which is owned or controlled
          by a third party into the Software if such Information could be
          necessary for the maintenance or support of the Software unless GeoTel
          shall have secured:

          i)   in the case of Information necessary for the maintenance or
               support of the Software, the right to put the Information into
               escrow to the benefit of Digital;

          iv)  or the prior written consent of Digital.

     23.2 In addition to Condition 23.1 above, the Software (and all Revisions
          thereto) shall be put into an appropriate escrow deposit in the United
          Kingdom in accordance with this Condition. GeoTel shall if required by
          Digital, enter into an agreement upon mutually fair and reasonable
          terms and conditions for the deposit and maintenance of Documentation
          and the source code version of the Software and information relating
          thereto ("the Escrow Items"). The Escrow Items shall be released by
          the escrow agent to Digital and/or BT in the event that has not been
          satisfactorily remedied within a 30-day period by:

          i)   Source Code Escrow. Within 10 business days of the successful
               acceptance by Digital as defined in paragraph 8 GeoTel agrees to
               deposit the Escrow Items into escrow with a mutually agreed upon
               escrow agent. This Escrow Agreement requires GeoTel to, and
               GeoTel will, deposit updates to such deposited material upon
               delivery of updates and upgrades to Digital hereunder. Evidence
               of each deposit will be provided annually to Digital.
               Additionally, such Escrow Agreement will provide for the release
               of such Escrow Items in the event (each, a "Release Condition")
               GeoTel:

               a)   ceases to be engaged in normal business operations for
                    period of thirty (30) days;


                                       15
<PAGE>   16
               b)   becomes involved in any voluntary or involuntary bankruptcy
                    or other insolvency proceeding or petition for the benefit
                    of creditors, or makes an assignment for the benefit of
                    creditors, and such proceeding, petition or assignment is
                    not dismissed or set aside within sixty (60) days after it
                    was made;

               c)   *

     23.3 The information to be held in escrow in regard to Software shall
          include the following:

          i)   Details of the programming language and version used (to include,
               but not be limited to any extensions employed;

          ii)  Details of the compiler used;

          iii) Full design documentation (this may be held on magnetic or
               similar media);

          iv)  A copy of the source code listing on magnetic or similar media;

          v)   Any other documentation, records, methodologies, tools,
               procedures and processes which may be deemed necessary in order
               that Digital or an agent of Digital could support, maintain, and
               enhance the Software.

          This information shall be updated as necessary to incorporate changes
          resulting from defect fixes and enhancements. It shall be the
          responsibility of GeoTel to ensure the long term integrity and
          security of this information. Where information is held on magnetic or
          similar media, suitable hardware and if necessary software shall be
          maintained in escrow by GeoTel to enable its retrieval. In the event
          of the retrieval hardware/software becoming obsolete, it shall be the
          responsibility of GeoTel to transfer the escrowed information to a
          current system of storage.

     23.4 In respect of Software written by GeoTel or its associate companies
          and supplied to Digital under this Agreement, GeoTel shall either:

          i)   offer to provide, on fair and reasonable terms, maintenance
               services for the Software in support of its use by Digital or

          ii)  supply Digital, at the cost of collation, reproduction and
               dispatch, relevant source code for the relevant Software (or
               parts thereof) for which GeoTel is no longer willing to offer
               maintenance services solely for maintenance by or on behalf of
               Digital of the relevant Software.

     23.5 Fees and Expenses. The fees and expenses associated with the creation
          of the escrow and naming of Digital as a third party beneficiary will
          be borne by Digital.

     23.6 Rights Transferable. Digital shall be entitled to make BT a party to
          the Escrow Agreement provided for in this Article to the extent
          required by BT. Notwithstanding anything to the contrary herein,
          Digital may sublicense its rights to BT under the license described in
          this Software Agreement under substantially similar terms and
          conditions as are specified in the Software Agreement to the extent
          required by BT.


* Confidential Information omitted and filed separately with the Commission.

                                       16
<PAGE>   17
24.  INDEMNITY

     Without prejudice to any other rights or remedies available to Digital,
     GeoTel shall indemnify Digital against all loss of or damage to any Digital
     and/or BT property to the extent arising as a result of the negligence or
     wilful acts or omissions of GeoTel or Contract Personnel in relation to the
     performance of this Agreement; and all claims and proceedings, damages,
     costs and expenses arising or incurred in respect of:

     a)   death or personal injury of any person in relation to the performance
          of this Agreement, except to the extent caused by Digital's
          negligence; or

     b)   death or personal injury of any other person to the extent arising as
          a result of any defect in the Software or the negligence or wilful
          acts or omissions of GeoTel or Contract Personnel in relation to the
          performance of this Agreement; or

     c)   loss of or damage to any property to the extent arising as a result of
          the negligence or wilful acts or omissions of GeoTel or Contract
          Personnel in relation to the performance of this Agreement.

25.  LIMITATION OF LIABILITY

     25.1 Subject to Paragraph 3 of this Condition, GeoTel shall not be liable
          to Digital and Digital shall not in any event be liable to GeoTel
          whether founded in contract, tort, (including negligence), for any
          breach of statutory duty or otherwise, or any damages resulting from
          loss of data or use, corruption of data, loss of profits, anticipated
          savings or business or for any indirect or consequential losses or
          damage.

     25.2 Subject to Paragraph 3 of this Condition, the liability of GeoTel to
          Digital under this Agreement shall not exceed $* per unrelated
          incident or in any event a total maximum of the amount paid to GeoTel
          under this Agreement exclusive of any amounts paid under Appendix 6.

     25.3 Paragraphs 1 and 2 of this Condition shall not apply to loss or damage
          arising out of or in connection with:

          i)   death or personal injury; or

          ii)  Digital's obligation to pay the Price.

26.  INSURANCE

     26.1 GeoTel shall at its own expense effect and maintain for this term of
          Agreement such insurances as required by any applicable law and as
          appropriate in respect of its obligations under this Agreement. Such
          insurances shall include third party liability insurance with an
          indemnity limit of not less than $2,000,000 for each and every claim.
          Digital insurance is limited to personal injury and damage to
          property.

     26.2 If GeoTel cannot provide evidence of such insurance to Digital on
          request, Digital may arrange such insurance and recover the cost from
          GeoTel.

     26.3 GeoTel shall notify Digital as soon as it is aware of any event
          occurring in relation to this Agreement which may give rise to an
          obligation to indemnify Digital under this Agreement, or to a claim
          under any insurance required by this Agreement.

     26.4 This Condition shall not be deemed to limit in any way GeoTel's
          liability under this Agreement.


* Confidential Information omitted and filed separately with the Commission.

                                       17
<PAGE>   18
27.    TERMINATION

     27.1 If either party commits a material breach or persistent breaches of
          this Agreement and, in the case of a breach which is capable of
          remedy, fails to remedy the breach within 30 days (or such longer
          period as the parties may agree in writing including as indicted by
          clauses in this Agreement) of written notice from the notifying party
          to do so, then the notifying party shall have the right:

          a)   at any time to terminate this Agreement forthwith as a whole or
               in respect of any part of this Agreement to be performed; and

          b)   to recover from the other party all losses and expenses incurred
               subject always to the Limitation of Liability Condition.

     27.2 Either party shall have the right at any time to terminate this
          Agreement forthwith and to recover from the other all losses and
          expenses incurred subject always to the Limitation of Liability
          Condition if the other party shall become insolvent or cease to trade
          or compound with its creditors; or a bankruptcy petition or order is
          presented or made against the other party; or where the other party is
          a partnership, against any one partner, or if a trustee in
          sequestration is appointed in respect of the assets of the other party
          or (where applicable) any one partner; or a receiver or an
          administrative receiver is appointed in respect of any of the other
          party's assets; or a petition for an administration order is presented
          or such an order is made in relation to the other party; or a
          resolution or petition or order to wind up the other party is passed
          or presented or made or a liquidator is appointed in respect of the
          other party (otherwise than for reconstruction or amalgamation).

     27.3 Digital may at any time on written notice terminate this Agreement
          forthwith. Where Digital terminates this Agreement under this
          paragraph 3 and does not have any other right to terminate this
          Agreement, the following shall apply:

          a)   Digital shall subject to sub-paragraph (b) below, pay GeoTel such
               amounts as may be necessary to cover its reasonable costs and
               outstanding and unavoidable commitments (and reasonable profit
               thereon) necessarily and solely incurred in properly performing
               this Agreement in relation to Applicable Software (as defined
               below) prior to termination.

          b)   Digital shall not pay for any such costs or commitments that
               GeoTel is able to mitigate and shall only pay costs and
               commitments that Digital has validated to its reasonable
               satisfaction. Digital shall not be liable to pay for any
               Applicable Software that, at the date of termination, Digital is
               entitled to reject (including any Software for which Digital may
               have issued a Certificate of Commercial Service) or has already
               rejected. Digital's total liability under sub-paragraph (a) above
               shall not in any circumstances exceed the price that would have
               been payable by Digital for Applicable Software if this Agreement
               had not been terminated.

          c)   In this paragraph 3, "Applicable Software" means Software in
               respect of which this Agreement has been terminated under this
               paragraph, which were ordered by Digital under this Agreement
               before the date of termination, and for which payment has not at
               that date become due from Digital.

          d)   Sub-paragraphs (a) and (b) above encompass the total liability of
               Digital for termination pursuant to this Paragraph, and Digital
               shall be liable for no other costs, claims, damages, or expenses
               consequent upon such termination.

     27.4 The rights of the parties under this Condition is without prejudice to
          any other right of the parties under this Condition or otherwise.


                                       18
<PAGE>   19
28.  FORCE MAJEURE

     28.1 Neither party shall be liable to the other party for any delay in the
          performance of this Agreement directly caused by any event beyond its
          reasonable control provided such party shall have first given the
          other party written notice within seven days after becoming aware that
          such delay was likely to occur.

     28.2 For the avoidance of any doubt, the provisions of this Condition shall
          not affect Digital's right to terminate this Agreement under Paragraph
          3 of the Condition headed "Termination".

29.  SUSPENSION OF WORK

29.1 Digital may suspend the Work at any time (Digital will notify GeoTel if the
     suspension is likely to be more than 3 months) and will pay to GeoTel all
     reasonable resulting expenses incurred by GeoTel (other than those arising
     from GeoTel's own default) provided that:

     a)   no payment shall be made for any period of suspension, prevention or
          delay less than 2 consecutive working days; and,

     b)   GeoTel has within 10 working days after the event giving rise to the
          claim, given notice in writing to Digital of its intention to make
          such a claim; and,

     c)   GeoTel makes such claim giving details of each item claimed and the
          reason for such cost within 30 days after Acceptance of the Software.

30.  WORKING ON SITE

     30.1 GeoTel shall be deemed to have examined the BT site in the United
          Kingdom to which GeoTel may require access to perform its obligations
          under this Agreement and to which deliveries may be made ("the Site")
          and no claim from GeoTel for additional payment will be allowed on the
          grounds of misinterpretation of any matter relating to the Site, or
          which GeoTel could reasonably have satisfied itself by a visit to the
          premises, reference to Digital and/or BT or otherwise.

     30.2 GeoTel, if applicable, shall inform Digital and/or BT of the number of
          employees to be brought onto the Site, and Digital and/or BT shall,
          where reasonably practicable, provide:

          a)   such permanent or temporary sanitary and messing facilities as
               Digital and/or BT considers are adequate for the number of
               employees; and

          b)   a lockable office for the use of GeoTel and reasonable, suitable
               accommodation for equipment and supplier's equipment, including a
               lockable area for valuable stores and test equipment; and

          c)   a direct exchange line and telephone instrument for GeoTel's use,
               but GeoTel shall pay all call charges.

     30.3 GeoTel shall not (and shall ensure that Contract Personnel shall not)
          use premium rate service lines or BT service lines or Digital and/or
          BT customer lines other than for essential test purposes or directly
          in connection with the performance of this Agreement, ensuring that in
          all such cases, by the use of charge cards 'answer no charge' lines or
          otherwise, no charge to any Digital and/or BT customer will arise.


                                       19
<PAGE>   20
      30.4  GeoTel shall, as appropriate and as mutually agreed with GeoTel and
            Digital, employ one or more competent representatives to supervise
            the carrying out of the Work on the Site whose names shall be
            notified to Digital and/or BT in writing.

      30.5  Digital and/or BT shall provide GeoTel with facilities for carrying
            out installation and commissioning of the Software on the Site and
            shall provide facilities to carry out the Work on Digital and/or BT
            premises. If Digital and/or BT envisage working out of hours then
            they shall inform Digital and/or BT within a reasonable timescale to
            enable Digital and/or BT to facilitate internal rota/overtime
            arrangements.

      30.6  Where the Work is to be carried out on Digital and/or BT customer
            premises or other non-Digital and/or BT premises, Digital and/or BT
            shall wherever possible provide facilities during reasonable working
            hours as may be applicable to each Site as are agreed between
            Digital and/or BT and GeoTel.

      30.7  Digital and/or BT shall allow the application of electric power to
            relevant parts of the Software on the Site outside the agreed
            working hours, provided always that:

            a)    GeoTel has provided both power plant and system prompt alarms
                  to the Software and has successfully demonstrated their
                  operation to the satisfaction of Digital and/or BT; and,

            b)    Digital and/or BT is satisfied as to the adequacy of alarms
                  prior to giving agreement that such Software shall be left
                  unattended; and,

            c)    When a prompt alarm is generated by such Software it shall be
                  attended by the Digital and/or BT emergency call out engineer
                  who shall take such action as may be necessary to disconnect
                  the power supply (following appropriate procedures) and to
                  protect such Supplies, other equipment and the Site. Such
                  action shall be advised to GeoTel at the earliest opportunity
                  of action being taken, and shall be at GeoTel's risk and
                  expense; and,

            d)    GeoTel shall satisfy Digital and/or BT that the power
                  arrangements meet any safety provisions as may be applicable
                  to the Site.

      30.8  Any statement of satisfaction by or on behalf of Digital and/or BT
            shall be without prejudice to the obligations and liabilities of
            GeoTel.

      30.9  Digital and/or BT is responsible for preparing and maintaining a
            safe and suitable site. GeoTel shall notify Digital and/or BT of any
            potential health or safety risks that may exist on the Site. The
            Work may not be performed if GeoTel reasonably believes that
            conditions at the Site represent a safety or health risk. Where
            GeoTel so requires, Digital and/or BT shall accompany GeoTel's
            personnel while on Site for purposes connected with the Work.

      30.10 Where there is a need to dispose of magnetic media (eg. computer
            fixed disc storage) which is either old or faulty, the media shall
            be securely disposed of in accordance with the requirements of a
            non-disclosure agreement.

      30.11 Operational machines which are used to process Digital and/or BT
            data shall not be used for software code development purposes.

      30.12 A software security policy document ("the Security Policy") shall be
            prepared by GeoTel outlining the Software, the impact or loss
            associated with a possible security failure, the threats to the
            Software and the proposed countermeasures.


                                       20
<PAGE>   21
31.   DELIVERY AND REMOVAL OF THE SOFTWARE AND GEOTEL'S EQUIPMENT

      31.1  GeoTel shall remove any of its equipment and any defective Software
            (pursuant to the warranty, maintenance and support obligations set
            out in the Agreement), leaving the Site clean and in no worse
            condition as at the than commencement of Work, either:

            a)    immediately before submitting Software for Acceptance; or,

            b)    at any time prior to Acceptance, subject to 20 days written
                  notice from Digital.

      31.2  If GeoTel fails to remove its equipment from Site as specified
            above, then Digital may remove it at GeoTel's risk and expense.

32.   SECURITY

      32.1  GeoTel shall ensure that Contract Personnel conform to all security,
            safety and works regulations and such other local instructions, as
            may be notified by Digital or BT whilst on any Digital site or the
            Site or customer premises.

      32.2  Digital may remove from and refuse entry and re-admission to a
            Digital site, the Site or customer premises any person who is, in
            the reasonable opinion of Digital, not conforming with these
            requirements or not a fit person to be allowed on such locations.

      32.3  Digital and/or BT may, at its discretion, search any Contract
            Personnel or their vehicles, huts, lockers or equipment upon any
            Digital site or the Site or upon entry to and departure from the
            Site, any Digital site or customer premises. GeoTel shall use its
            best endeavours to ensure that Contract Personnel are aware of and
            comply with these requirements and that no Contract Personnel
            unwilling to comply will be employed on the Site, any Digital site
            or customer premises.

      32.3  GeoTel shall (and shall ensure Contract Personnel shall) access only
            those parts of the Site, Digital sites or customer premises strictly
            necessary for the purposes of this Agreement.

      32.4  GeoTel shall ensure that no Digital or BT equipment, facilities or
            materials are used or removed from the Site, any Digital site or
            customer premises without Digital's written consent and shall
            immediately notify Digital of any known or suspected breach of
            security in relation to this Agreement and give Digital full
            co-operation in any investigation.

      32.5  GeoTel shall implement appropriate physical and electronic security
            measures to safeguard any Digital or BT property it holds (whether
            in vehicles or otherwise) against loss or theft. Digital shall have
            the right to examine such arrangements and associated security
            procedures where necessary, and to inspect all Digital property
            being held by or on behalf of GeoTel, and GeoTel shall implement
            such additional reasonable security measures as BT and/or Digital
            shall require

      32.6  GeoTel shall supply on request details (name, address, date of
            birth) of any Contract Personnel who might have access to the Site,
            any Digital site or customer premises under this Agreement.

      32.7  Digital may examine any Information relating to the handling,
            processing, transportation and storage of information or property of
            or supplied by Digital and held by GeoTel under this Agreement,
            which Information shall be kept by GeoTel for at least one year
            after the termination or expiry of this Agreement

      32.8  Digital shall not be responsible for safeguarding any property or
            money of Contract Personnel.


                                       21
<PAGE>   22
33.   QUALITY

      33.1  GeoTel and Digital shall, pursuant to the Project Plan, agree in
            writing an appropriate quality plan to apply to this Agreement.

34.   COMPLIANCE WITH LAWS AND REGULATIONS

      34.1  GeoTel and the Software shall comply with:

            a)    all applicable legislation, regulations or by-laws of a local
                  or other authority; and any Digital site or Site regulations
                  that may be notified to GeoTel.

35.   ASSIGNMENT AND SUBCONTRACTING

      35.1  GeoTel shall not without Digital's written consent (such consent not
            to be unreasonably withheld or delayed), assigned or subcontract the
            whole or any part of this Agreement. Any consent, if given, shall
            not affect GeoTel's obligations or liabilities under this Agreement.

      35.2  GeoTel shall allow Digital access to its sub - contractors, if any,
            for technical discussions provided that the proposed agenda for such
            discussions and the outcome shall be promptly notified to GeoTel.
            Digital will notify any changes or proposals identified during such
            discussions to GeoTel who will process them in accordance with this
            Agreement.

36.   CONTRACT PERSONNEL

      36.1  Contract Personnel shall be competent, appropriately qualified and
            to Digital's reasonable satisfaction.

37.   NON-NUCLEAR USE AND EXPORT CONTROL

      37.1  Non Nuclear Use

            Digital products are manufactured for standard commercial uses and
            are not intended to be sold or licenced for use in critical safety
            systems in nuclear facilities. Digital may require additional
            contractual safeguard for other nuclear, mass transportation, and
            aviation applications.

      37.2  Export Control

            GeoTel hereby warrants that the Software and Documentation are
            licensed for the purpose and use contemplated by this Agreement
            outside the United States. GeoTel and Digital shall comply with all
            applicable laws, including without limitation, the export control
            laws of the United States of America and prevailing regulations
            which may be issued from time to time by the United States
            Department of Commerce and Office of Munitions Control, US
            Department of State concerning the exporting, importing and the
            re-exporting of the Software and/or Documentation. Without limiting
            the generality of the foregoing, Digital agrees that it should not
            export or re-export any Software and/or Documentation in violation
            of the regulations of the United States Department of Commerce or
            the US Export Administration Act or without the prior written
            consent of GeoTel which shall not be unreasonably delayed or
            withheld.


                                       22
<PAGE>   23
38.   NOTICES

      38.1  Notices required under this Agreement shall be in writing and be
            delivered by hand, post or facsimile transmission to the Commercial
            Contact of the recipient and shall be deemed to be given upon
            receipt (except notices sent by facsimile transmission, which shall
            be deemed to be given upon transmission).

39.   GENERAL

      39.1  The invalidity or unenforceability for any reason of any provision
            of this Agreement shall not prejudice or affect the validity or
            enforceability of its other provisions.

      39.2  The headings to the Conditions are for reference only and shall not
            affect their interpretation.

      39.3  No delay, neglect or forbearance by either party in enforcing any
            provision of this Agreement shall be deemed to be a waiver or in any
            way prejudice any rights of that party. No waiver by either party
            shall be effective unless made in writing or constitute a waiver of
            rights in relation to any subsequent breach of this Agreement.

      39.4  This Agreement governs the relationship between the parties to the
            exclusion of any other terms and conditions on which any quotation
            or tender response has been given to Digital and supersedes any
            terms and conditions printed on the Purchase Order(s), all
            conditions in the Evaluation Licence Agreement and the Development
            Agreement, with the exception of the payment terms and acceptance
            terms contained within said agreements.

      39.5  This Agreement is governed by the laws of the Commonwealth of
            Massachusetts. The parties will try and resolve any dispute relating
            to this Agreement by negotiation between senior executives of the
            parties. If the matter is not resolves, the parties agree to
            consider resolving the dispute by an Alternative Dispute Resolution
            ("ADR") Procedure using the service of the Centre for Dispure
            Resolution ("CEDR"), 3 - 5 Norwich Street London EC4A 1EJ.

      39.6  GeoTel shall not be, nor in any way represent itself as, an agent of
            Digital and shall have no authority to enter into any obligation on
            behalf of Digital or to bind Digital in any way.

      39.7  Except as expressly set out in this Agreement, no assignment of or
            licence under any Intellectual Property Right or trade mark or
            service mark (whether registered or not) is granted by this
            Agreement.

      39.8  The following provisions of this Agreement shall survive its
            termination or expiry in addition to those provisions relating to
            Intellectual Property and those which by their content or nature
            will so survive:

            Digital and/or BT Supplied Items and Property
            Warranty,
            Information,
            Confidentiality,
            Indemnity,
            Intellectual Property,
            Intellectual Property Rights Indemnification.


                                       23
<PAGE>   24
40.   PUBLICITY

      40.1  No publicity relating to this Agreement shall be published in any
            newspaper, magazine journal or any written or electronic (to
            include, but not be limited to the Internet) or visual media without
            the prior written consent of Digital and GeoTel.





Signed: /s/ John C. Thibault
        --------------------------
For and on behalf of GeoTel Communications Corporation


Name:  John C. Thibault
      ----------------------------

Title: President & CEO
       ---------------------------


Date:  November 27, 1996
      ----------------------------

Signed: /s/ Virginia Lynch
       ---------------------------
For and on behalf of Digital Equipment Co. Limited

Name:  Virginia Lynch
      ----------------------------

Title: Commercial Group Manager
      ----------------------------

Date:  1st December, 1996
      ----------------------------


                                       24
<PAGE>   25
                                   APPENDIX 1
                THE WORK AND THE CUSTOMER SPECIFICATION DOCUMENT

1.1     *

1.2     

1.3

1.4

1.5



*   Confidential Information omitted and filed separately with the Commission.



                                       25
<PAGE>   26
                                   APPENDIX 2
                      DIGITAL PRICE LIST AND PAYMENT TERMS

1. BASE PRICES*









*   Confidential Information omitted and filed separately with the Commission.



                                       26
<PAGE>   27
APPENDIX 2
DIGITAL PRICE LIST AND PAYMENT TERMS - CONT'D

Other Extras*









*   Confidential Information omitted and filed separately with the Commission.


                                       27
<PAGE>   28
*








*   Confidential Information omitted and filed separately with the Commission.



                                       28
<PAGE>   29
                                   APPENDIX 3
                                       THE
                                  PROJECT PLAN

*







*   Confidential Information omitted and filed separately with the Commission.


                                       29
<PAGE>   30
                                   APPENDIX 4
                             SUPPORT AND MAINTENANCE


It is acknowledged and agreed between the parties that support and maintenance
has, as at the Agreement Date, yet to be agreed. In view of this, the parties
agree that the finalised details will be agreed within 60 days from such date
and incorporated into this Agreement at this Appendix. Such exercise will
consider the applicability of the including Section 5 of the BT Requirements
Document and in any event will be in respect of maintenance and support being
provided on the then prevailing current release and the release immediately
previous to the then current. In no case will the support extend beyond what is
defined in the GeoTel Customer Support policy or the Customer Specification
Document unless mutually agreed.


                                       30
<PAGE>   31
                                   APPENDIX 5
                                  DOCUMENTATION

Final specification of the turnkey documentation (to be supplied to Digital as
set out in the Customer Specification Document Section 3.2 - Documentation and
Helpscreens) will be completed prior to the Documentation production activity
identified in the Project Plan as item 138 commencing on 3/2/1997


                                       31
<PAGE>   32
                                   APPENDIX 6
                         POTENTIAL EXCLUSIVITY AGREEMENT

EXCLUSIVITY

    *



*   Confidential Information omitted and filed separately with the Commission.


                                       32