<PAGE>


                                OBJECTIVITY, INC.

                OBJECTIVITY MASTER LICENSE AND SUPPORT AGREEMENT


         This OBJECTIVITY MASTER LICENSE AND SUPPORT AGREEMENT ("Agreement") is
made and entered into as of the date set forth on the signature page below (the
"Effective Date"), by and between Objectivity, Inc., a California corporation
having its principal place of business at 301B East Evelyn Avenue, Mountain
View, California, 94041-1530 ("Objectivity"), and the customer whose name and
address is set forth on the signature page below (the "Customer"). This
Agreement incorporates by reference certain license fee and other information
set forth in a purchase order from Customer. These terms and conditions apply to
all Customer orders for Products (as hereinafter defined) and/or services
accepted by Objectivity, while this Agreement is in force, whether or not the
order references this Agreement, unless the order has specific language that
this Agreement shall not apply. These terms and conditions supersede and replace
all other terms, as well as preprinted terms of purchase order, quotations and
acknowledgment forms of either party.

1. PRODUCTS LICENSE

         1.1 Rights Granted.

         (a) Objectivity hereby grants to Customer a fee-bearing, nonexclusive
and nontransferable license to use the Products solely for Customer's internal
operations by an individual user at a specific location, the location being
designated in the purchase order. Notwithstanding the foregoing, certain
Products may be licensed for use on a single CPU by multiple users, as may be
provided in the purchase order. Customer may make archival and backup copies of
the Products, which copies shall be subject to the provisions of this Agreement,
and all proprietary rights notices shall be reproduced in such copies.
"Products" means (i) the Objectivity computer products specified in the
Customer's purchase order in object code form only and (ii) user documentation.
License fees for the Products shall be as specified in any Product Exhibit A to
this Agreement or order form that lists the Products licensed hereunder and the
fees related thereto. Copying of the user documentation is not permitted except
with the prior written consent of Objectivity.

         (b) If Customer is licensing the Products for development purposes, as
designated in the purchase order, Objectivity hereby grants to Customer a
fee-bearing, non-exclusive license to create applications to be used in
conjunction with the Products. This license includes writing, editing,
compiling, linking, and debugging code which creates, retrieves, updates or
deletes objects using the Products. Customer has no right to transfer such
applications or otherwise allow access to any other individual user unless such
individual user has ordered a license and is bound, in writing, by this
Agreement.

         (c) If Customer is licensing the Products as an end user, Objectivity
hereby grants to Customer a fee-bearing, non-exclusive license to use the
Products to create, retrieve, update or delete objects in conjunction with
applications created by others. Customer is not granted any license to create or
modify applications to be used in conjunction with the Products. Any individual
user employing applications which access objects from the Products, even if the
Products are not running on such user's computer, must order a license and be
bound, in writing, by this Agreement.

         (d) If Customer is licensing Objectivity's C++ database product, the
Standards [ToolKit] will be included. Customer is permitted to distribute
executable software which is created using Standards [ToolKit] without paying
royalty. Licensee is only permitted to distribute the Standards [ToolKit]
software in the form of a shared library or dynamic link library solely to be
used with Licensee's compiled executables for the purpose of dynamic loading.
Except as permitted above, Licensee is prohibited from redistributing any
portion of the Standards [ToolKit] software or online documentation in any form
of printed or electronic communication including but not limited to magnetic
media, internet communications, and bulletin boards.


         (e) Customer has the right to sublicense the Products under terms no
less restrictive than this Agreement to (i) Affiliates of Customer and (ii)
joint ventures in which Customer owns an equity or comparable ownership
interest. "Affiliate" of Customer means any company directly or indirectly
controlling, controlled by or under common control with Customer.


                                       1

<PAGE>



         (f) Customer agrees to place the following proprietary rights notice on
any application using the Products:

      Objectivity/DB(R)
      Copyright(C)1989-1999
      Objectivity, Inc.
      All rights reserved

         The notice shall be applied to all copies of the Products, in some
form, either human or machine readable.

         (g) Customer agrees not to engage in, cause or permit the reverse
engineering, disassembly, decompilation or any similar manipulation of the
Products. Customer acquires only the right to use the Products as specified
herein, and all rights, title and interest in the Products shall at all times
remain the property of Objectivity or Objectivity's licensors.

1.2 License Restrictions. The rights granted in Section 1.1 are expressly
limited to, and restricted by, the following:

         Source Code. Except as provided in Exhibit C, Customer shall not be
entitled to access to the Source Code, and Customer shall have no license or
other right to use or compile the Source Code. "Source Code" shall mean the
underlying set of computer instructions: (a) which comprise the Products; (b)
which are readable by human beings when displayed on a monitor or printed on
paper, regardless of the media on which the Products are stored, and (c) which
(other than the programming notes) must be translated, by a process generally
known as compiling, into Object Code before the Products can be executed by a
computer.

2. TERM AND TERMINATION

         2.1 Term. The term of the Agreement shall be perpetual from the
             Effective Date, unless terminated earlier under the provisions
             of this Section.

         2.2 Termination. This Agreement will terminate automatically as
follows: (a) at the end of thirty (30) days after written notice by a party
specifying a material breach, if the breaching party fails to cure the breach
within such thirty (30) day period; (b) upon ten (10) days written notice if the
material breach specified constitutes a violation of Sections titled, 1 --
"Products License," and 5.4 -- "Nondisclosure"; (c) immediately upon written
notice if either party becomes insolvent or bankrupt, or is unable to meet its
obligations when they become due; (d) immediately upon a receiver or other
liquidating officer being appointed for all or substantially all of the assets
or business of either party, or upon either party's assignment for the benefit
of creditors, or upon all or substantially all the rights or interest of either
party under this Agreement becoming an asset under any bankruptcy, insolvency or
reorganization proceeding.

         2.3 Results of Termination.

                  (a) All licenses and other rights granted by Objectivity shall
be immediately revoked and become null and void upon the termination of this
Agreement due to a material breach by Customer. Within thirty (30) days of
termination of this Agreement, Customer shall return to Objectivity all Products
and materials related to the Products, except that Customer may retain the
minimum number of copies reasonably necessary to fulfill its contractual
obligations. Alternatively, upon Objectivity's written request, Customer shall
destroy the remaining Products and certify in writing to Objectivity that the
Products have been destroyed. Customer shall continue to make any payments due
to Objectivity in connection with Customer's fulfillment of any contractual
obligations. Within thirty (30) days of termination of this Agreement, Customer
shall deliver to Objectivity a certificate signed by an officer of Customer that
Customer has complied with the requirements of this Section.

                  (b) All outstanding obligations or commitments to pay amounts
to Objectivity, if any, shall become immediately due and payable and shall be
paid in full without set-off.

                  (c) Customer shall have no right to receive any compensation,
reimbursement or other amounts from Objectivity, and shall have no ownership or
other right whatsoever in or to (1) the Products, (2) any copyrighted materials


                                       2

<PAGE>



relating to the Products, or (3) any Objectivity Trademarks, service marks,
trade secrets or other proprietary rights relating to the Products.

3. MAINTENANCE AND SUPPORT SERVICES

         3.1 Services. During the term of the Agreement, and in consideration of
the maintenance fees paid by Customer, Objectivity shall maintain the Products
according to the specifications in Attachment A.

4. WARRANTIES, REMEDIES, LIMITATION OF LIABILITY

         4.1 Infringement Indemnity.

         (a) Objectivity will defend Customer against a claim that Products
furnished and used within the scope of this Agreement infringe a U.S. copyright
or a U.S. patent ("Claim"), and Objectivity will indemnify Customer for any
damages or any settlement amount paid based upon a Claim, provided Customer
notifies Objectivity in writing of the details of a Claim within thirty (30)
days after its occurrence, and Customer provides Objectivity (at Objectivity's
expense for reasonable out-of-pocket-expenses) with the assistance, information
and authority necessary for Objectivity to conduct the defense and all related
settlement negotiations. Customer may participate, at its own expense, in the
defense of the Claim.

         (b) Notwithstanding any other provision of this Agreement, Objectivity
shall have no liability for any Claim based on: (i) use of a superseded or
altered release of Products if such Claim would have been avoided by use of
current or unaltered releases of such Products and such current or unaltered
releases were made available to Customer or (ii) the combination, operation or
use of any of the Products furnished under this Agreement with programs or data
not furnished by Objectivity if such Claim would have been avoided by use of the
Products without such programs or data.

         (c) In the event the Products are held or are believed by Objectivity
to infringe, Objectivity shall have the option, at its expense, to (i) modify
the Products to be non-infringing, (ii) obtain for Customer a license to
continue using the Products, or (iii) substitute the Products with other
software reasonably suitable to Customer. Objectivity reserves the right to
terminate the license for the infringing Products and refund the license fees
paid for such Products if it cannot reasonably take any of the actions set forth
above. This Section 4.1 states Customer's exclusive remedy and Objectivity's
entire liability for any infringement.

         4.2 Warranties, Exclusive Remedies and Disclaimers.

         (a) Warranties. Objectivity warrants that each Product will be free
from any Software Problem so long as Customer is receiving Maintenance and
Support Services, unless such Products are modified by Customer. Objectivity
does not warrant that the operation of the Products will be uninterrupted or
error-free, that all Software Problems will be corrected, that the Products will
satisfy Customer's requirements, or that the Products will operate in the
combinations which Customer may select for use. For any breach of the above
warranties, Customer's exclusive remedy, and Objectivity's entire liability,
shall be for Objectivity to take the actions specified in Maintenance and
Support Services.

         Objectivity warrants that, for a period of one (1) year from January 1,
2000 (the "Year 2000 Warranty Period"), each Product will accurately process,
prior to, during and after the year 2000, all: (i) date-related data and (ii)
dates before, on or after January 1, 2000, including but not limited to
accurately inputting, storing, manipulating, comparing, calculating, updating,
recording, displaying, outputting, and transferring such dates and data;
provided that such warranty will not apply to output, results, errors, or
abnormal terminations caused in whole or in part by (i) any functionality of the
Products not created by Objectivity or use of the Products in combination with
any other product not created by Objectivity, (ii) errors not attributable to
date-specific data, (iii) any modifications of the Products made by a party
other than Objectivity, or (iv) any data provided to the Products that does not
specify the century or is incorrect or ambiguous. As Customer's sole and
exclusive remedy for any breach of this warranty, Objectivity will use
commercially reasonable efforts to correct any reproducible failure of the
Products to be year 2000 compliant that is reported by Customer to Objectivity
in writing during the Year 2000 Warranty Period.

         (b) Limitations on Warranties. THE WARRANTIES ABOVE ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED


                                       3

<PAGE>



WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. The warranties above shall apply only if alleged defects
actually exist and were not caused by Customer's misuse, unauthorized
modifications, neglect, improper installation or testing, attempts to repair, or
the like, or by accident, fire, power surge or failure, or other hazard. Repair
or replacement of a part, code or other item will be warranted so long as
Customer is receiving Maintenance and Support Services or thirty (30) days,
whichever is longer.

         4.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS
AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER
PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A
WARRANTY. EXCEPT FOR THE INFRINGEMENT INDEMNITY SET FORTH IN SECTION 4.1,
OBJECTIVITY'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. SOME
STATES AND JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
CUSTOMER ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS
AGREEMENT ARE BASED ON, AND THE LICENSE FEES UNDER THIS AGREEMENT WOULD BE
GREATER IN THE ABSENCE OF, THE LIMITATIONS DESCRIBED ABOVE.

5. GENERAL TERMS

         5.1 Payments and Taxes. Unless otherwise specified on a an Exhibit to
this Agreement, Customer shall pay all fees for licenses, maintenance and
support and other items as specified on an executed Exhibit to this Agreement
within thirty (30) days of Objectivity's invoice date. All such fees are
exclusive of, and Customer shall be responsible for, all taxes, freight, duties,
assessments and the like except for taxes based on Objectivity's net income. All
payments shall be in U.S. Dollars. Any sum not paid when due shall thereafter
bear interest until paid at a rate of interest equal to one and one-half percent
(1.5%) per month, but in no event to exceed the maximum rate of interest allowed
by applicable law.

         5.2 Records and Reports. Customer agrees to keep all usual and proper
records and books of account and all usual and proper entries relating to each
transaction involving any Product. These records shall contain all information
necessary to calculate obligations to Objectivity and shall include, without
limitation, the Product name, the number of units or users licensed, and the
date of license or internal distribution.

         5.3 Audits. Objectivity shall have the right to audit all Customer
accounting records reasonably related to this Agreement. An audit may be
conducted on fifteen (15) business days written notice, during Customer's normal
business hours, no more than once each calendar year, and at Objectivity's
expense. However, Customer shall pay all costs of the audit if the audit reveals
either: (a) any material breach of the terms and conditions of this Agreement,
or (b) the difference between the amount due to Objectivity and the amount
reported by Customer is greater than five percent (5%) of the amount due
Objectivity. If the amount due is more than reported, then Customer shall pay
immediately; if the amount due is less than the amount reported then Objectivity
shall refund the difference immediately.

         5.4 Nondisclosure. The parties agree, both during the term of this
Agreement and for a period of three (3) years after termination of this
Agreement and of all licenses granted under this Agreement: (a) to hold in
confidence information which is confidential to the other ("Confidential
Information," as more fully described below); (b) not to disclose or make each
other's Confidential Information available, in any form, to any third party; and
(c) not to use each other's Confidential Information for any purpose other than
as specified in this Agreement. In addition, each party agrees to take all
reasonable steps to ensure that Confidential Information is not disclosed or
distributed by its employees or agents (who shall be entitled to have access to
same only on a need-to-know basis) in violation of any provision of this
Agreement. A party's Confidential Information shall be limited to the Products,
information related thereto (including results of benchmark test of any
Products), and all information clearly marked as confidential and shall not
include information which: (i) is or becomes a part of the public domain through
no act or omission of the other party; (ii) was in the other party's lawful
possession prior to such access to or the disclosure of same and had not been
obtained by such other party either directly or indirectly from the party hereto
granting such access or making such disclosure, all of which is properly
documented by such other party; (iii) is lawfully disclosed to the other party
by a third party having a legal right to so disclose without restriction on such
disclosure; or (iv) with respect to information that is the same as or


                                       4

<PAGE>



substantially identical to the Confidential Information, is entirely
independently developed by the other party, which independent development is
properly documented by such other party; or (v) information that is required to
be disclosed by law in any judicial or administrative proceeding or by a
governmental or regulatory agency.

         5.5 Notice. All notices, including notices of address change, required
or permitted to be given hereunder shall be in English and in writing and shall
be deemed to have been received (i) when received if hand delivered, (ii) seven
(7) days after being properly mailed, postage prepaid, by first class, certified
or registered mail, (iii) two (2) business days after being sent by a major
express document courier, or (iv) when received if sent by confirmed fax in each
case addressed to the address of the party indicated herein.

         5.6 Governing Law; Jurisdiction. This Agreement is made in accordance
with and shall be governed and construed under the laws of the State of
California, as applied to agreements executed and performed entirely in
California by California residents and in no event shall this Agreement be
governed by the United Nations Convention on Contracts for the International
Sale of Goods. In any legal action relating to this Agreement, each party agrees
(a) to the exercise of jurisdiction over it by a state or federal court in Santa
Clara or San Mateo County, California; and (b) that if such party brings the
action, it shall be instituted in one of the courts specified in subsection (a)
above.

         5.7 Export Administration and U.S. Government Rights.

                  (a) Export Control. Customer acknowledges that the laws and
regulations of the United States restrict the export and re-export of the
Products. Customer agrees that it will not export or re-export the Products or
media in any form without first obtaining the appropriate United States and
foreign government approval. Customer hereby agrees to comply with the
requirements of the U.S. Foreign Corrupt Practices Act (the "Act") and shall
refrain from any payments to third parties which would cause Objectivity or
Customer to violate the Act.

                  (b) U.S. Government End Users. The Products are a "commercial
item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of
"commercial computer software" and "commercial computer software documentation,"
as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the
U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212
and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End
Users acquire the Products with only those rights set forth herein.

         5.8 Entire Agreement; Severability and Waiver. This Agreement
constitutes the entire agreement between the parties and supersedes all previous
agreements or representations, written or oral, with respect to the Products,
the services specified herein, and the licensing and providing of service under
this Agreement. Objectivity shall not be bound by any additional provisions in
any order, release, acceptance or other written correspondence from Customer
unless expressly agreed to in writing. All provisions of the Agreement shall be
and remain in full force and effect with respect to its subject matter. In the
event any provision of this Agreement is held to be invalid or unenforceable,
the valid or enforceable portion thereof and the remaining provisions of this
Agreement will remain in effect. Any waiver (express or implied) by either party
of any breach of this Agreement shall not constitute a waiver of any other or
subsequent breach. Amendments to this Agreement must be in a writing signed by
duly authorized representatives of Objectivity and Customer.

         5.9 Nonassignability and Binding Effect. Except in connection with the
sale of all or substantially all of Objectivity's assets or business (by merger
or otherwise), any attempted assignment of the rights or delegation of the
obligations under this Agreement shall be void without the prior written consent
of the nonassigning or nondelegating party. In the case of any permitted
assignment or transfer of or under this Agreement, this Agreement or the
relevant provisions shall be binding upon, and inure to the benefit of, the
successors, executors, heirs, representatives, administrators and assigns of the
parties hereto.

         The parties hereto have each caused this Agreement to be signed and
delivered by its duly authorized representative as of the Effective Date.



OBJECTIVITY, INC.                         A.B. WATLEY GROUP INC.


By:/s/ David Caplan                       By:/s/ Leon J. Ferguson
   -------------------------------        -------------------------------

Printed Name: David Caplan                Printed Name:  Leon J. Ferguson

Title:  President and CEO                 Title: Senior Vice President and
                                          Chief Information Officer

Effective Date: September 30, 1999        Address:
                                                  -----------------------

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

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

Phone:(650) 254-7100                      Phone:
FAX:  (650) 254-7171                      FAX:
                                                  -----------------------


                                       6

<PAGE>



                                                                    Attachment C


                                Objectivity, Inc.
                        MAINTENANCE AND SUPPORT SERVICES

1. Maintenance and Support. Objectivity shall provide the Maintenance and
Support Services (as defined below), including technical assistance, Updates,
Releases, and Versions. Customer shall comply with the obligations set forth for
all periods during which Customer receives Maintenance and Support Services.
Only one support offering can be selected per customer application. Customer
order shall indicate Objectivity support offering purchased.

2. Definitions. The following are defined terms:

a) "Maintenance and Support Services" for the Products shall mean those services
   related to consulting, installation and support to be provided by Objectivity
   to Customer (but not to any Distributor, End User, or other third party).

b) "Object Code" shall mean the machine-readable computer code which enables the
   computer to execute the programming instructions that comprise the Products
   or any Update, which is derived from the Source Code by a process generally
   referred to as compiling, and which may be stored in a variety of formats on
   magnetic media or other suitable media.

c) "Objectivity-Supported Configurations" shall mean hardware platform types,
   operating system types and their releases, network types and their releases,
   compilers, tools and their respective releases then supported by Objectivity.

d) "Product or Products" shall mean (i) the Objectivity computer software
   program or programs in Object Code only, (ii) Updates, Releases, and Versions
   as may be made available from time to time by Objectivity, and (iii) the User
   Documentation, whether in printed or machine readable form.

e) "Release" shall mean any modification of a Product for which Objectivity, in
   its sole discretion, adds minor new functionality to the Product and is
   indicated by a change in the number to the right of the first decimal point
   in the Product release number, e.g., a change from release 4.4 to 4.5.

f) "Software Problem" shall mean an error condition that is repeatable and
   reproducible and that causes a Product to not function according to the
   specifications in the User Documentation (including the specifications in the
   User Documentation for all Updates, Releases, or Versions), when properly
   installed and operated on Objectivity-Supported Configurations.

g) "Update" shall mean any modification of a Product for which Objectivity, in
   its sole discretion, provides maintenance to the Product and is indicated by
   a change in a number to the right of the second decimal point in the Product
   release number, e.g., a change from Release 4.1.1 to 4.1.2.

h) "User Documentation" shall mean the Objectivity User Manual(s) and other
   related written materials regarding the proper installation and use of the
   Products and provided for use in connection with the Products.

i) "Versions" shall mean any modification of a Product for which Objectivity
   adds major new functions or extensively modifies existing functions of a
   Product and is designed by the number to the left of the first decimal point
   in the Product version number, e.g., a change from version 3.8 to 4.0.

3. Technical Assistance. Technical assistance shall be performed primarily by
telephone and electronic mail from Objectivity's offices in Mountain View,
California or, if elected by Objectivity in its sole discretion, at Customer's
site. Objectivity shall provide technical assistance to the Customer Support
Contacts for error correction and to advise Customer on the installation,
operation, and maintenance of the Products. If Customer is located outside the
United States, the services shall be provided by Objectivity, an Objectivity
distributor, or other entity designated by Objectivity.

Objectivity Support Offerings - License Customers





                               -------------------------------------------
                               Basic     Standard    Premium(1)     24x7(2)
                               -------------------------------------------


--------

1 Premium support is only available if the Customer has purchased Standard
support.



                                       8

<PAGE>
                                                                    Attachment C

--------------------------------------------------------------------------
Support via email                 X          X
--------------------------------------------------------------------------
Support via 800 number                       X
(6:00am-6:00pmPST)
--------------------------------------------------------------------------
Web access to support database,              X
tips and tools
--------------------------------------------------------------------------
Dedicated support representative                         X
--------------------------------------------------------------------------
Patches for critical problems                X
--------------------------------------------------------------------------
Response time                    48hr       48hr        24hr         1hr
--------------------------------------------------------------------------
New versions of licensed          X          X
software when available
--------------------------------------------------------------------------
Technical bulletins               X          X
--------------------------------------------------------------------------
Pre-deployment review                                    X            X
--------------------------------------------------------------------------
Customer application part of                             X
Objectivity QA
--------------------------------------------------------------------------
On-site support (1 per quarter,                          X
customer pays expenses)
--------------------------------------------------------------------------
24x7 critical service support(3)                                      X
--------------------------------------------------------------------------

4. Customer Support Contact. "Customer Support Contact" means a maximum of two
(2) individuals specified by Customer in writing to be support contacts.
Customer may change the names on this list at any time, by written notice to
Objectivity. All Maintenance and Support Services will be provided only through
the Customer Support Contacts.

5. Updates, Releases, and Versions. In the event Objectivity, in its sole
discretion, makes generally commercially available an Update, Release, or
Version for one or more of the Products, then on Customer's request if Customer
is then receiving Maintenance and Support Services, Customer shall receive one
(1) free copy of the Update, Release or Version of the Products for each copy of
the Products covered by a maintenance agreement with Objectivity.

6. Media. Delivery of Updates, Releases and Versions shall be provided in
machine readable form on either magnetic tape or compact disk.

7. Customer's Obligations. Customer shall provide notice (with written or
electronic confirmation) to Objectivity of any Software Problem, including, but
not limited to, descriptions or examples of a Software Problem in the form
requested by Objectivity. Customer shall provide all reasonable assistance to
Objectivity, including any supporting materials requested by Objectivity, in
duplicating and/or correcting the Software Problem.

8. Objectivity's Obligations.

         a. General. Objectivity will use its reasonable best efforts, according
to the response objectives set forth herein, to provide a resolution to Software
Problems brought to its attention by written notice by Customer that can be
duplicated by Objectivity. Such Software Problem resolutions will consist of
either (i) a direct solution to the Software Problem, including appropriate
release notes or changes to the documentation, or (ii) a procedural workaround
that provides a satisfactory solution to the Software Problem. Following
duplication of any Software Problem, Objectivity will provide Customer with an
estimate of how long it will take to resolve the Software Problem and will keep
Customer informed of the progress of the resolution of the Software Problem.

        b. Definitions.   The  response   time   objectives   are  based  upon
Objectivity's  standard  Software  Performance  Report ("SPR")  definitions as
follows:
                  (1) "Critical". The Product is not usable. Data corruption or
system crashes are certain. No procedural workaround exists. Work on this level
Software Problem pre-empts all other lower priority problems.
                  (2) "Serious". The Product is usable with severe limitation.
Data corruption or system crashes are possible. No effective procedural
workaround exists.
                  (3) "Moderate". The Product is usable with moderate limitation
because minor features are affected. There is no data corruption, system crashes
or loss of production. A procedural workaround exists.
                  (4) "Low". The Product is usable, but has some usability
(cosmetic) problems. There is no data corruption, system crashes or loss of
production. Cosmetic errors exist in the User Documentation.
                  (5) "Enhancement". No Software Problem exists. The Product is
usable, functions as documented, but could benefit from modification.

         c. Response Objectives. Objectivity will use reasonable best efforts to
provide a resolution to Software Problems, as provided in Section 8(a) above,
within the elapsed time objectives described below:
                  (1) Critical Software Problems.
                           a) Immediate person to person contact.
                           b) If no resolution within two (2) hours than
                              escalate to Senior Engineer.
                           c) If no resolution within four (4) hours than
                              escalate to Management.
                           d) Continuous activity until problem is resolved. In
                              addition, updates and status reports.

                  (2) Serious Software Problems. Five (5) business days from
Objectivity's duplication of the Software Problem;
                  (3) Moderate Software Problems. Six (6) calendar months from
Objectivity's duplication of the Software Problem;


--------------------------------------------------------------------------------
2 24x7 support is only available if the Customer has purchased Standard support.

3 Only available for applications which have been deployed.

                                       9

<PAGE>

                                                                    Attachment C



                  (4) Low Software Problems. Provided solely at Objectivity's
discretion; and
                  (5) Enhancement. Provided solely at Objectivity's discretion.

9.   Limitations on Maintenance Coverage.

         a. General. Objectivity has no obligation to provide Maintenance and
Support Services under this Agreement for:
                  (1) Products which have been altered or modified by anyone
other than Objectivity;
                  (2)Software Problems which arise as a result of Customer's
negligence or fault,;
                  (3) Products used on configurations other than
Objectivity-Supported Configurations; and

                  (4) Products for which Customer has terminated Maintenance and
Support Services pursuant to Section 9(c) herein.

         b. Support Limitation. Objectivity's Maintenance and Support Services
obligations are limited to the current Release and the prior Release of the
Products, with prior Release being supported for minimum of eighteen (18) months
from current Release of the Products.

         c. Termination.

      (1) Customer may cancel all or less than all Maintenance and Support
Services at any time upon ninety (90) days prior written notice to Objectivity
and Objectivity shall be entitled to receive and shall not be required to refund
any fees or other amounts received by Objectivity for any term during which
Customer elects cancellation. Termination shall be effective at the end of the
then-current annual maintenance period. Customer shall pay any accrued charges
incurred prior to the effective date of termination.

      (2) Objectivity shall have the right to cancel Maintenance and Support
Services upon thirty (30) days prior written notice to Customer in the event
that Customer fails to pay annual support fees as due. Customer may cure a
default by making payment during such thirty (30) day notice period.

      (3) Termination of Maintenance and Support Services by Objectivity or
Customer for less than all of the Products shall have no effect on Maintenance
and Support Services for the remainder of the Products.

         d. Miscellaneous. Objectivity will provide Maintenance and Support
Services for the Products, and will assist Customer in debugging applications
which use the Products if the problems faced by Customer are caused by an
Update, Release or a Version.

10. Fees. The fees for Maintenance and Support Services shall be as set forth in
the any Exhibit to the Agreement. Such fees are subject to change by Objectivity
after the first anniversary of the Effective Date, upon at least thirty (30)
days written notice. Annual increases will not exceed five percent (5%) per
year.

11. Reinstatement. Reinstatement of lapsed Maintenance and Support Services
shall be permitted. If reinstatement of lapsed Maintenance and Support Services
occurs, a reinstatement fee of 1.5 times the current maintenance fee will be
charged for the lapsed period(s).

                       THIS SPACE INTENTIONALLY LEFT BLANK


                                       10

<PAGE>

                                                                    Attachment C



                          EXHIBIT C: SOURCE CODE ESCROW

                       Contract Reference No.: ___________

SECTION 1. DEFINITIONS

         1.1 "Escrow Materials" shall mean the Source Code for the Products set
forth in Exhibit A, Section 1.

         1.2 "Event of Default" shall mean the existence of any one or more of
the following circumstances, uncorrected for more than sixty (60) days:

                  a. Failure by Objectivity to provide Maintenance and Support
Services for Products for a period of sixty (60) days after the date of a
written request from A.B. Watley Group Inc. ("A.B. Watley") for such Maintenance
and Support Services. For the purposes of this Agreement, such failure shall
mean a gross and material failure to provide the Maintenance and Support
Services set forth in Section 3 of the Agreement;

                  b. Entry of an order for relief under Title 11 of the United
States Code;

                  c. The making by Objectivity of a general assignment for the
benefit of creditors;

                  d. The appointment of a general receiver or trustee in
bankruptcy of Objectivity's business or property; or

                  e. Action by Objectivity under any state insolvency or similar
law for the purpose of its bankruptcy, reorganization or liquidation.

         Such circumstances shall be deemed to be corrected and not an Event of
Default if, within the above-referenced sixty (60) day period, Objectivity
(including its receiver or trustee in bankruptcy) provides to A. B. Watley
adequate assurances, reasonably acceptable to A. B. Watley, of its continuing
ability and willingness to continue to supply the Products to A. B. Watley.

SECTION 2. RIGHT TO RECEIVE ESCROW MATERIALS; LICENSE

         2.1 Escrow. Upon the effective date of this Agreement, Objectivity
agrees to notify National Safe Depository (the "Escrow Agent") that A. B. Watley
is a "Designated Licensee" as defined in the Software Deposit Agreement between
Objectivity and the Escrow Agent. Upon an Event of Default, A. B. Watley shall
have the right to obtain a copy of the Escrow Materials from the Escrow Agent.
A. B. Watley's written request for the Escrow Materials shall contain an
affidavit signed by an officer of A. B. Watley setting forth the facts
indicating that an Event of Default has occurred and that A. B. Watley is
thereby entitled to a copy of the Escrow Materials held in escrow. A copy of
such written request shall be served upon Objectivity at the same time it is
delivered to the Escrow Agent.

         2.2 License. If the Escrow Materials are released to A. B. Watley
pursuant to Section 2.1 above, Objectivity shall grant to A. B. Watley a
non-exclusive, nontransferable right and license to reproduce, modify, and use
such Escrow Materials for its internal business purposes only during the term of
this Agreement or such shorter period during which an Event of Default is in
existence.

         WHEREFORE, duly authorized representatives of the parties have executed
this Exhibit C as of the dates set forth below.
OBJECTIVITY, INC.                        A.B. WATLEY GROUP INC.

By:/s/ David Caplan                      /s/ Leon J. Ferguson
   ---------------------------------     ------------------------------------

David Caplan                             Leon J. Ferguson
------------------------------------     ------------------------------------
Printed Name                             Printed Name

                                         Senior Vice President
President-Chief Executive Officer        and Chief Information Officer
------------------------------------     ------------------------------------
Title                                    Title

September 30, 1999                       September 30, 1999
------------------------------------     ------------------------------------
Effective Date                           Date


                                       11

<PAGE>


                                                                    Attachment C




                                       12

<PAGE>



                             A. B. WATLEY GROUP Inc.

                                   EXHIBIT A


         This Exhibit A is attached to the Agreement and specifies the products
licensed, quantities, license fees, specific locations of licenses, license
restrictions, maintenance and support fees, and payment terms under which
Objectivity shall deliver Products to Customer and Customer shall pay
Objectivity for such Products.


SECTION 1.  PRODUCTS TO BE REPRODUCED AND USED BY CUSTOMER:

         (a) All Current Objectivity/DB products


SECTION 2.  SPECIFIC DEVELOPMENT AND RUN-TIME RESTRICTIONS:  (Application which
internally embeds Objectivity Products)

         2.1      Product Name: A. B. Watley On-Line Financial Trading
                  Application.

         2.2      Product Description: A. B. Watley's On-Line Financial Trading
                  Application is a distributed server architecture, service
                  bureau application which is accessed via the internet from a
                  base of subscribed users using a browser based application.
                  These users are a combination of A. B. Watley employees and
                  other on-line traders.

         2.3      Development and Deployment Restrictions: The development and
                  runtime licenses are granted for the A. B. Watley application
                  to utilize Objectivity software in an environment which
                  complies with all of the following conditions:

                  (a)      Product Hardware Platforms: Intel and Solaris Sparc

                  (b)      Term of Product Usage: A four (4) year term,
                           unlimited use license of all current Objectivity/DB
                           products. This license is granted for both the
                           development and runtime environment of the specified
                           application.

                  (c)      Unlimited use license for unlimited processors and
                           developers.



A. B. Watley, Inc.                                             Objectivity, Inc.
Exhibit A                                                           Confidential
                                     Page 1

<PAGE>



SECTION 3. FEES AND INITIAL ORDER:

The following specifies the license fees for the above products as well as the
related maintenance and support services selected by Customer. This order is
non-cancellable, non-refundable, and non-contingent. Customer agrees to pay the
following fees within thirty (30) days of invoice date:

                                                                 Fee
                                                                 ---
3.1      Product
         -------

      Four (4) Year Term,                                   $1,000,000
      Unlimited Use License


For the first four (4) years of Customer's use of the Products (the "Initial
Term"), Customer shall have an unlimited use license for unlimited processors
and developers. Thereafter, unless Customer exercises one or more of the options
set forth below, Customer shall have a perpetual license to use the Products for
the number of processors and developers using the Products at the end of the
Initial Term. Not less than thirty (30) days prior to the end of the Initial
Term, Customer shall have the option to notify Objectivity that Customer wishes
to increase the number of processors and developers using the Products for the
following year. If Customer exercises such option, Customer shall pay
Objectivity $333,333.33 (the "Increase Fee") for the right to so increase usage.
Customer shall have the right, on an annual basis for two (2) years thereafter
(ie. the sixth and seventh years after execution of the Agreement) to increase
the number of processors and developers using the Products in each of such years
upon payment of the Increase Fee for each such year for which the option is
exercised. Customer's failure to exercise its option for a specific year shall
not negate its option for one or more of the other option years (i.e. failure to
exercise the option for year 5 shall not negate the options for years 6 and 7).
Notice of exercise of the option for years 6 and/or 7 shall be given by
Customer not less than thirty (30) days prior to the end of the year in
question. Customer shall have a perpetual license to use the Products for the
number of processors and developers using the Products at the end of year 7 of
this Agreement.

         3.2 Maintenance and Support

         Maintenance and Support Fees are payable annually in advance. The
         annual Maintenance and Support Fee is ten percent (10%) of above
         license fee plus a 24 x 7 fee of Fifty Thousand Dollars ($50,000).
         Customer has selected 24 x 7 support services as described on
         Attachment A. Maintenance fees for years five, six and seven will be
         calculated as 10% of the above license fee plus 10% of new license fees
         purchased during years five, six and seven. (For example, in year five
         maintenance and support fees would be $100,000 plus $50,000, plus
         $33,000 for a total of $183,000. If no new licenses are purchased,
         maintenance fees would remain at $150,000 per year.)

         Initial Annual Support Fee                         $  100,000

         24 x 7  Support Fee (effective January 1, 2000)        50,000


Total Initial Order:                                        $1,150,000

The above Initial Order will be paid as follows:

                  October 31, 1999                            $550,000
                  January 1, 2000                               50,000
                  January 31, 2000                              550,000
                                                             ----------
                                                             $1,150,000

SECTION 4. MARKETING COOPERATION. Future inclusion and exclusion of "Built On
Objectivity" materials in Customer's public relations, marketing,
communications, advertising and product pieces, is subject to prior written
mutual approval.



A. B. Watley, Inc.                                             Objectivity, Inc.
Exhibit A                                                           Confidential
                                     Page 2

<PAGE>



SECTION 5. OBJECTIVITY TRADEMARKS. For purposes of this Agreement, Objectivity
Trademarks shall mean the following:

                 i. Objectivity(R)
                 ii. Objectivity/DB(R)


         WHEREFORE, duly authorized representatives of the parties have executed
this Exhibit A as of the dates set forth below.

OBJECTIVITY, INC.                        A.B. Watley Group Inc.

By:/s/ David Caplan                      /s/ Leon J. Ferguson
   ---------------------------------     ------------------------------------

David Caplan                             Leon J. Ferguson
------------------------------------     ------------------------------------
Printed Name                             Printed Name

                                         Senior Vice President
President-Chief Executive Officer        and Chief Information Officer
------------------------------------     ------------------------------------
Title                                    Title

September 30, 1999                       September 30, 1999
------------------------------------     ------------------------------------
Effective Date                           Date




A. B. Watley, Inc.                                             Objectivity, Inc.
Exhibit A                                                           Confidential
                                     Page 3