<PAGE>

                                                                   EXHIBIT 10.12


                          STANDALONE LICENSE AGREEMENT



Licensor        edocs, Inc.
                321 Commonwealth Road
                Wayland, MA  01778

Agreement No.:  [**]


                                                           Effective Date:  [**]

This Standalone License Agreement ("Agreement") is made and entered into as of
the Effective Date above between American Express Travel Related Services
Company, Inc., having an office at American Express Tower, World Financial
Center, New York, New York 10285 ("Amexco") and the Licensor specified above.

ARTICLE 1:  PROVISION OF PROGRAMS
---------------------------------

1.1  Under the provisions of this Agreement, Licensor agrees to grant Amexco
     licenses to use Licensor's Product (as defined below) and Bill Type
     Implementations (as defined below) which are listed on Schedules
     substantially, in the form attached as Exhibit A ("Schedule").
                                            ---------

     1.1.1  The License Fees (as defined below) for the Product do not include
     any professional services, including, but not limited to, installation,
     implementation, and Custom Services (as defined below) related to the
     Product (collectively, the "Professional Services").  Custom Services are
     defined as Licensor's services to customize, modify and/or enhance
     Products, to develop programs, software and materials related to Products,
     and/or such other services as the parties mutually agreed upon ("Custom
     Services").  Amexco may purchase Professional Services offered by Licensor
     in accordance with the terms and conditions of the Standalone Agreement for
     Consultant Services between the parties dated [**] ("Consulting Agreement")
                         -------------------------------------------------------
     and the related work statement schedules entered into between the parties
     -------
     thereunder.

     1.1.2  License Fees for the Product do not include the Warranty for the
     Product as described in Section 8.2 (b) or Maintenance and Support Services
     for the Product as described in Section 6.1. Amexco may purchase such
     services under a Schedule in accordance with the fees, terms and conditions
     set forth in the Agreement and the Schedule.  Notwithstanding anything in
     this Agreement or a Schedule to the contrary, it is understood that
     Warranty Fees (and after expiration of such Warranty Period, the


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 2 -


     Maintenance Fees) for Bill Type Implementations will automatically become
     due and Warranty (and after expiration of such Warranty Period, the
     Maintenance Fees) will automatically commence on the Warranty Start Date
     for such Bill Type Implementation as defined in Section 8.2(b) hereof and
     will continue in effect for so long as Licensor is providing Warranty or
     Maintenance and Support Services to Amexco hereunder.

1.2  Amexco hereby agrees to execute and submit the Initial Order Schedule set
     forth in Exhibit B to Licensor and pay the License Fee thereunder of $[**]
     to Licensor all on or before [**] (the "Initial Order").  Amexco also
     agrees to enter into the Consulting Agreement and the related work
     statements schedules associated with the Initial Order all on or before
     [**] in a form mutually agreed to by the parties.

1.3  The term "Product" means the edocs BillDirect Software which consists of
     the (i) edocs BillDirect production system software (the "Bill Direct
     Production System Software") and (ii) the Tool Set consisting of (a) the
     edocs Definition Tool software and (b) the edocs Application Logic File
     Composer software, all along with any related documentation accompanying
     any such software and any derivative works created by Licensor or Amexco in
     the course of using any of such software in accordance with the terms
     hereof, including but not limited to the data definition files (DDF Files)
     and the application logic files (ALF Files) and active server pages scripts
     but excluding the screen templates.  However, the parties may mutually
     agree otherwise with respect to ownership rights in a customized product
     developed under a schedule to the Consulting Agreement as more fully
     described in the last paragraph of Section 5 of the Consulting Agreement.

     The term "Bill Type Implementation" means a license to one (1) bill type
     implementation using the Product to integrate the information in each of
     the following billing elements:  (i) formatting the logic; (ii) input data
     source; (iii) data extraction rules; (iv) biller name; and (v) product or
     service for which the bill type is being prepared.  For purposes of this
     Agreement, a new Bill Type Implementation occurs every time that a bill
     type is implemented using different information in any one or more of the
     aforementioned billing elements and as a result Bill Type Implementations
     are not transferable or reusable.

1.4  Each Schedule shall be numbered and dated to facilitate identification and
     when executed by both parties shall form a part of this Agreement and
     become effective.  Each Schedule shall include:  (i) the Amexco site where
     each Product is to be shipped to ("Ship to Address") and installed
     ("Installation Site"); (ii) the name and or other description and quantity
     of each Product and Bill Type Implementation [**] pack being ordered; (iii)
     the date each Product is requested to be shipped by Licensor to Amexco
     ("anticipated Ship Date"), the date each Product is requested to arrive at
     the Installation Site ("Scheduled Delivery Date") and, with respect to Bill
     Type Implementations, the order date; (iv) if


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 3 -


     available at the time the Schedule is issued by Amexco to Licensor (or such
     later date is available), the name, location and serial number of the
     single server on which each Bill Direct Production System Software portion
     of the Product will be installed, whether the server is a production
     server, test/development server or back-up server and the description of
     each Bill Type Implementation (which information will be included with
     respect to orders for Product, Warranty and Maintenance and Support
     Services); (v) the charge for the license for each Product and Bill Type
     Implementation [**] pack based on the applicable pricing set forth on
     Exhibit D ("License Fee"); (vi) the annual fee for the [**] Warranty (as
     described herein) for each Product and Bill Type Implementation ("Warranty
     Fee"); (vii) the annual maintenance charges for each Product, if any
     ("Maintenance Fee"), ordered under the Schedule for which the related
     Product was ordered or a subsequent Schedule; (viii) any other provisions
     the parties mutually agree upon; and (ix) such other information as
     Licensor may reasonably request from time to time for such Schedule to meet
     Licensor's revenue recognition policies as may be required to be in
     compliance with generally accepted accounting principles (GAAP).

     1.4.1  In the event of any inconsistency between this Agreement and any
     Schedule, the provisions of such Schedule shall govern for purposes of such
     Schedule.

1.5  Amexco, [**] ("Amexco Entities") may execute Schedules with Licensor under
     this Agreement for the purpose of ordering Products and Bill Type
     Implementations and related Warranty Services and Maintenance and Support
     Services and for purposes of such Schedule shall be considered "Amexco" as
     that term is used throughout this Agreement.  American Express Travel
     Related Services Company shall remain primarily liable for any failure of
     any other Amexco Entity to perform in accordance with the terms of this
     Agreement and Amexco shall cause each of the Amexco entities to be bound by
     the terms of this Agreement and the related Schedules.

ARTICLE 2:  DELIVERY; INSTALLATION
---------   ----------------------

2.1  Licensor shall use best efforts to deliver each Product to the Installation
     Site on or before its Scheduled Delivery Date.

2.2  To the extent that Amexco is not purchasing installation services for the
     Product from Licensor under the Master consulting Agreement then Amexco
     shall install the Product in accordance with instructions provided by
     Licensor and that Product shall be deemed to be installed within [**]
     ([**]) days after its delivery to the Installation Site unless Amexco
     notifies Licensor of an installation problem within said [**] ([**]) day
     period.


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 4 -


ARTICLE 3:  ACCEPTANCE
---------   ----------

3.1  Unless otherwise provided in a Schedule there will be no acceptance tests
     on the Product as defined in Section 1.3 hereof or otherwise.  To the
     extent there is an acceptance test in a Schedule, the procedures, terms and
     conditions for such acceptance test and the acceptance test criteria will
     be as set forth in the Schedule.  With respect to the Initial Order
     Schedule only set forth in Exhibit B hereto, there is an acceptance test
     for the Customized Product (as defined therein) only, as set forth in the
     attachments thereto.

ARTICLE 4:  DOCUMENTATION AND TRAINING
---------   --------------------------

4.1  Upon delivery of each Product, Licensor shall deliver to Amexco one (1)
     copy of all generally available documentation for such Product sufficient
     to enable Amexco personnel to use and to fully understand the use and
     operations of the Product ("Documentation").  Amexco may copy the
     Documentation in order to satisfy its own internal requirements or may
     request Licensor to furnish additional copies at Licensor's current
     standard prices, less any applicable discounts.  Each copy of the
     Documentation made by Amexco hereunder shall include any and all copyright,
     trademark, proprietary rights and other intellectual property notices or
     markings as well as all disclaimers or warning notices included on any part
     of any Documentation originally provided by Licensor.

4.2  The License Fees for the Product do not include training.  During the term
     of this Agreement Amexco may purchase the training separately at the
     applicable rates set forth on Exhibit D ("Training Fees").  If training is
     required for a Product, the charge, duration, nature and other particulars
     applicable to such training shall be specified on the Schedule.

4.3  Licensor agrees to place a current and complete copy of the source code for
     the Product ("Source Code") in escrow with an independent third party
     escrow agent known as [**] ([**]).  Promptly after general commercial
     release of any new Update of the Product, Licensor shall deliver to the
     Escrow Agent, for deposit in accordance with such escrow agreement, any and
     all changes to the Source Code which correspond to changes, if any, made to
     the corresponding Product in such Update.  The terms of the Source Code
     escrow and release conditions and the related rights, duties and
     obligations of Licensor and Amexco with respect thereto are set forth in
     Exhibit 3.

ARTICLE 5:  SCOPE OF LICENSE AND PROPRIETARY RIGHTS
---------   ---------------------------------------

5.1  Subject to the terms and conditions of this Agreement, Licensor grants to
     Amexco a perpetual (subject to Licensor's rights to terminate a license,
     Schedule or this Agreement as specifically set forth herein), non-
     exclusive, non-transferable (subject to Article 5.3 hereof) license to use
     (i) each copy of the BillDirect Production System Software portion


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 5 -


     of the Product on a single server (identified by server name and type as
     agreed to in writing by Licensor and Amexco) for up to that number of Bill
     Type Implementations licensed for use on that single server hereunder and
     (ii) each copy of the Tool Set portion of the Product on a single
     workstation, each commencing upon its shipment to Amexco. The effective
     date of a Bill Type Implementation is the date Licensor receives and
     accepts a Schedule.

     The Product may not be pooled or used on any additional servers or
     workstations, as applicable per the above license grant.  The foregoing
     sentence does not limit Amexco's right to transfer the Bill Direct
     Production Server portion of the Product from one server to another in
     accordance with the terms of Section 5.3, to utilize a copy of the Product
     for disaster recovery purposes in accordance with the terms of Section 5.4
     or the license for the Bill Direct Production Server portion of the Product
     for installation on a test development server in accordance with the terms
     of Section 5.1 and the relevant Schedule.  The foregoing license shall be
     limited to employees of Amexco and third party consultants of Amexco who
     are not competitors of Licensor on a need to know basis provided Amexco
     causes such employees and third party consultants to be bound by the terms
     hereof.  The foregoing license shall be limited solely to Amexco's internal
     business use and not for distribution, marketing, consulting, revenue
     generation or to service any third party as a service bureau operation,
     billing aggregator, portal or otherwise.  Notwithstanding the foregoing,
     Licensor may agree in writing in advance to Amexco's use of the Product for
     a service bureau operation on terms, conditions and License Fees to be
     mutually agreed to in advance between the parties, including the specific
     future licenses of the Product and specific future Bill Type
     Implementations of the Product to which such service bureau usage would
     apply.  Licensor has the right to conduct an audit of Amexco's premises
     from time to time upon reasonable notice to Amexco to confirm Amexco's
     compliance with the terms of this Agreement.

5.2  If not previously provided on a Schedule, with respect to Products, Warrant
     and Maintenance and Support Services ordered under a Schedule, Amexco will
     provide Licensor with immediate written notice of the server name, server
     location and serial number where each Product is installed, whether the
     server is used with the Product as a production server or test/development
     server consistent with the usage authorized in the license grant for the
     product hereunder and the date of installation of the Product thereon.  If
     not previously provided on a Schedule, Amexco will also provide Licensor
     with immediate written notice of the description of each Bill Type
     Implementation.  Amexco will promptly notify Licensor in writing of any
     changes in the foregoing information.
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                                     - 6 -


5.3  Amexco may transfer the license to use a Product from one Amexco Entity
     server to another Amexco Entity server without payment of any additional
     fee or charge (other than (i) the International Pricing Uplift described in
     Exhibit D to the extent a Product is transferred from a server located in
     the US to a server located outside of the US or (ii) the then current
     License Fee for the Product set forth in Exhibit D to the extent that the
     Product is transferred from a test/development sever to a production
     server), so long as the use remains consistent with the scope of that
     Product's license as specified in Section 5.1. Amexco agrees to provide
     Licensor with prior written notice of any such transfer, such notice to
     include the information required in Section 5.2 and the name of the Amexco
     Entity who owns the server to which the Product is transferred. Amexco will
     also deinstall the Product from the server on which it was previously
     installed immediately after installation on the new server. Each license
     includes the right to access and use Products in connection with any
     associated or interconnected networks, peripherals, equipment and devices
     (for administrative purposes only and not for downloading and execution at
     a remote location), unless otherwise specifically prohibited or limited in
     the Schedule. Except as specifically provided in this paragraph, Amexco
     shall not assign (other than to an Amexco Entity), sublicense, use, resell,
     rent, lease or otherwise transfer the Products.

5.4  After the Initial Order, for every [**] copies of the product which Amexco
     licenses from Licensor for installation on a production server and pays for
     in full in accordance with the terms hereof, Licensor will license Amexco
     [**] copies of the BillDirect Production Server Software portion of the
     Product each for installation on a single test/development server at Amexco
     (and not for production purposes) at [**].  See the Initial Order Schedule
     set forth in Exhibit B for the terms and conditions regarding
     test/development server licenses for the BillDirect Production Server
     Software thereunder.  Amexco shall have no right to install or use Products
     on temporary substitute or back-up equipment, provided however, that Amexco
     shall be entitled to make and keep one uninstalled copy of each Product and
     its Documentation at a separate facility for purposes of safekeeping and
     back-up, subject to the marking requirements under Section 4.1 above.

5.5  Amexco is hereby notified that the Products may include programs belonging
     to third party licensors.  Licensor (and or its licensors) retains title to
     the Products provided hereunder and does not convey any proprietary rights
     or other interest therein (including, without limitation, patents,
     copyrights, trade names, trade secrets, trademarks, or other intellectual
     property rights of Licensor or its licensors (collectively, the
     "Intellectual Property Rights")) to Amexco, other than the licenses granted
     hereunder, and all such right, title and interest in the Products shall be
     deemed the Confidential Information of Licensor hereunder and subject to
     the terms of Article 10 hereof.  Amexco shall not make


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 7 -


     any use of any trademark or trade name of Licensor or any of its licensors
     without the prior written consent of Licensor. The Product is protected by
     copyright laws, other laws, and international treaty provisions. Therefore,
     Amexco must treat and protect the Product like any other protected
     materials. Amexco may not remove any copyright, patent, trademark,
     proprietary rights and other intellectual property notices or markings nor
     may Amexco remove any disclaimers or warning notices included on or
     embedded in any part of the Product originally provided by Licensor or any
     copy Amexco may make of the Product.

     Amexco acknowledges that Licensor owns the Products and agrees to make any
     and all assignments necessary to vest in Licensor all intellectual property
     in the Products.  Amexco agrees, during the term of this Agreement and at
     any time thereafter, to take such further actions as Licensor deems
     reasonably necessary to give effect to any such assignment as set forth in
     this Section.  Notwithstanding the foregoing, in no event shall Amexco be
     deemed to have assigned to Licensor (a) the copyright or other intellectual
     property rights in independently developed bill layouts, Amexco logos or
     Amexco billing data provided to Licensor under this Agreement or otherwise
     or (b) Amexco's screen templates.

     The source code underlying the Product constitutes confidential information
     and a valuable trade secret of Licensor and/or its licensors, as the case
     may be.  Thus, Amexco may not reverse engineer, decompile, disassemble,
     reverse assemble, modify, adapt, translate, decrypt, create derivative
     works based on the Products, merge any Products into any other program or
     use all or any portion of the Products for the purpose of deriving their
     source code, except as specifically permitted by applicable law and to the
     extent that  Licensor is not permitted by such applicable law to exclude or
     limit such rights.  To the extent that applicable law permits any of the
     activities set forth in the previous sentence to be undertaken by Amexco to
     achieve interoperability between the Products and other software, and
     Licensor is not permitted by applicable law to restrict Amexco from
     undertaking the foregoing activities, then prior to Amexco undertaking any
     of the foregoing activities, Amexco shall first request from Licensor the
     information necessary to achieve the interoperability.  Such information
     may be provided by Licensor at Licensor's sole option.

ARTICLE 6:  MAINTENANCE
---------   -----------

6.1  In consideration of Amexco's payment of the applicable Warranty Fee during
     the Warranty Period specified in Section 8.4, and thereafter in
     consideration of Amexco's payment of the applicable annual Maintenance Fee,
     Licensor agrees to provide Amexco with the services specified in this
     Article 6 for Products licensed hereunder (the
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                                     - 8 -


     "Maintenance and Support Services", although during the Warranty Period
     they are referred to as the "Warranty Services"). The annual paid-up period
     during which Licensor is providing Maintenance and Support Services is
     referred to as the "Support Term". Warranty Fees and Maintenance Fees for
     the Product and Bill Type Implementations are set forth in Exhibit D. All
     Warranty Fees and Maintenance Fees are payable annually in advance in
     accordance with Section 7 hereof. Notwithstanding anything in this
     Agreement to the contrary, in the event that Amexco purchases Maintenance
     and Support Services for a Customized Product (as defined in a Schedule)
     pursuant to a Schedule, then the same terms and conditions shall apply to
     the Maintenance and Support Services for the Customized Product as the
     Product, with the following exceptions: (a) the Maintenance Fee shall be as
     set forth on Exhibit D for the Customized Product and (b) Licensor will use
     commercially reasonable efforts to correct and repair the Customized
     Products in accordance with the terms of this Article 6 to conform to the
     Customized Product Acceptance Test Criteria for the Customized Product set
     forth in the Schedule rather than the Documentation.

     Notwithstanding anything in this Agreement to the contrary, the start date
     for the Support Term for a Bill Type Implementation is upon expiration of
     the applicable Warranty Period and the Maintenance Fee is increased to
     include these Bill Type Implementations.  Notwithstanding anything in this
     Agreement to the contrary, Warranty Fees and Maintenance Fees are increased
     each time additional Bill Type Implementations are ordered under a Schedule
     and the Warranty Start Date occurs for that additional Bill Type
     Implementation.  The Warranty Fees and Maintenance Fees for additional Bill
     Type Implementations are as set forth in Exhibit D.

6.2  (a)  During a paid up Support Term for a Product Licensor shall provide the
     following Maintenance and Support Services:

          (i) with respect to Severity Level [**] as described below (and with
     respect to Severity Level [**] as described below from the Effective Date
     of this Agreement through [**] provided Amexco is under a paid up Support
     Contract), to provide the Maintenance and Support Services described in
     this Section 6 remotely via telephone or electronically from [**] ("Normal
     Business Hours") for up to [**] ([*]) Registered Contracts of Customer;

          (ii) with respect to Severity Levels [**] (and commencing [**] with
     respect to Severity Level [**] provided Amexco is under a paid up Support
     Contract) as described below, to provide the Maintenance and Support
     Services described in Section 6 remotely via telephone or electronically
     [**] via pager or telephone for up to the same [**] ([*]) Registered
     Contacts of Customer);


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 9 -


          (iii)  to use commercially reasonable efforts to correct reported
     errors or malfunctions in the Product to enable it to perform in accordance
     with the Documentation;

          (iv) to provide Updates (as defined below) to the Product; and

          (v) to the extent that Licensor is unable to correct the errors and
     malfunctions in the Product remotely pursuant to subsections (i) through
     (iii) of this paragraph during the targeted resolution time period set
     forth below, then, at the request of Amexco, Licensor shall use best
     efforts to arrive on site at a US Amexco facility to perform such
     Maintenance and Support Services within [**] hours of request from Amexco
     (with Amexco paying Licensor for such on site services in accordance with
     the daily rate for on site maintenance and support services set forth on
     Exhibit D plus reimbursement of travel, living and lodging expenses in
     accordance with Amexco's travel policy, a copy of which was provided to
     Licensor).  For on site requests of this type outside of the United States
     the parties must mutually agree to this requirement on a case by case
     basis.

     Notwithstanding anything in this Agreement to the contrary, to the extent
     that Licensor is licensing Product for use on a test/development server
     only under a Schedule then Support Services for each such copy of the
     Product shall be provided remotely via telephone or electronically from
     [**] for up to [**] ([**]) Registered Contracts of Customer and the number
     of calls per copy of the Product installed on each test/development server
     per month shall be limited to [**] and otherwise in accordance with the
     terms of this Agreement.  To the extent that the number of calls per copy
     per text/development server per month exceeds [**], then Amexco shall pay
     Licensor $[**] per call for each call in excess of [**] each month with
     respect to that test/development server or alternatively, Amexco may elect
     to purchase Maintenance and Support Services under this Agreement payable
     [**] in advance in accordance with the terms set forth in this Agreement
     with respect to a copy of the Product licensed for use on a
     test/development server under this Agreement in lieu of making the payment
     set forth in the foregoing sentence provided that the commencement date of
     such Support Term is retroactive to the first of the month in which the
     charges for the calls in excess of [**] were incurred and not paid and the
     related annual Maintenance Fee is paid within [**] days after the end of
     the month in which the charges for such calls in excess of [**] were made.
     The related Maintenance Fee for such Product will be calculated on the
     basis of an assumed License Fee for each such Product of $[**] and such
     License fee will be multiplied by [**]% to arrive at the annual Maintenance
     Fee for such Product, subject to increase in accordance with Schedule D of
     this Agreement.  In lieu of the foregoing the parties may mutually agree in
     writing to an alternative means to charge for and handle calls in excess of
     [**] per copy of the Product per test/development server per month.


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                                     - 10 -


     (b) At the time a call is received under this Section Licensor will assign
     a Severity Level (as defined below) based on the input from Amexco
     regarding the reported error or malfunction, which Severity Level must be
     consented to by Amexco, which consent will not be unreasonably withheld.
     In the event that the parties disagree on the classification, they agree to
     escalate the disagreement to the head of support services in each
     organization, should a party so request, for final resolution.  The
     foregoing process will also be followed should a party suggest a
     reclassification of the Severity Level for a reported error or malfunction.

     Licensor agrees to use commercially reasonable efforts to respond by
     telephone to a report error or malfunction in a Product under subsection
     (iii) above within the timeframe set forth in the Targeted Response Time
     column below which corresponds to the Severity Level agreed to by Licensor
     and Amexco per the previous paragraph.  Licensor agrees to use commercially
     reasonable efforts to provide a resolution to a reported error or
     malfunction in a Product under subsection (iii) above within the timeframe
     set forth in the Targeted Resolution Time column below which corresponds to
     the Severity Level agreed to by Amexco and Licensor per the previous
     paragraph.

     SEVERITY LEVEL DEFINITIONS

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------
           SEVERITY [**]      SEVERITY [**]   SEVERITY [**]       SEVERITY [**]     SEVERITY [**]
     ----------------------------------------------------------------------------------------------
<S>                           <C>             <C>                 <C>               <C>
     A condition whereby      A condition     A condition         A condition       A condition
     the Product is           whereby the     whereby a           whereby the       whereby a
     completely inoperable.   Product is      substantial         Product           cosmetic
                              substantially   Product feature     malfunctions in   Product or
                              inoperable.     noted in the        deviation from    documentation
                                              Documentation is    the               error exists
                                              not working or a    Documentation     and user
                                              substantial         in such case      operation is
                                              Product-related     and to such       not
                                              performance         degree that       substantially
                                              problem exists      user operation    impacted.
                                              which causes the    is not
                                              Product             substantially
                                              performance to      impacted.
                                              deviate from the
                                              Documentation.
     ----------------------------------------------------------------------------------------------
</TABLE>

     Any changes to the above definitions must be mutually agreed by Amexco and
     Licensor.


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[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 11 -


     TARGETED RESPONSE AND RESOLUTION TIMES

     SEVERITY LEVEL-
     SEE DEFINITION OF SEVERITY        TARGETED                   TARGETED
     LEVELS IN TABLE ABOVE           RESPONSE TIME             RESOLUTION TIME

     ---------------------------------------------------------------------------
     Severity [**]                        [**]                        [**]
     ---------------------------------------------------------------------------
     Severity [**]                        [**]                        [**]
     ---------------------------------------------------------------------------
     Severity [**]                        [**]                        [**]
     ---------------------------------------------------------------------------
     Severity [**]                        [**]                        [**]
     ---------------------------------------------------------------------------
     Severity [**]                        [**]                        [**]
     ---------------------------------------------------------------------------


6.3  (a) During a paid up Support Term for a Product, Licensor shall provide
     Amexco with all new versions, modifications, and patches to the Product and
     the accompanying Documentation described in Section 4.1, the primary
     purpose of which is to maintain compatibility of the Product with the then
     current supported operating environment and/or to provide enhanced features
     and capabilities for the Product, and which Licensor makes generally
     available on a commercial basis at no additional charge to its customer
     base who are under a contract with Licensor for the same support level of
     Maintenance and Support Services as Amexco purchases hereunder ("Update").
     Updates shall not include separate new software products, including without
     limitation, extensions, modules or add-ons to the Product, which provide
     additional functionality to the Product, any of which are made generally
     available on a commercial basis as separate price listed options or as
     additions to the Product.

     Updates to not include installation by Licensor under this Agreement
     (although Amexco may purchase such services under the Consulting
     Agreement). Amexco has up to [**] [**] after Licensor ships Amexco an
     Update for a Product which constitutes a Major Release (as described below)
     to use the prior Major Release, at the end of which [**] period Amexco is
     required to install the new Major Release (or a customized version thereof
     which Amexco engages Licensor to develop under the Consulting Agreement and
     the related Work Statement which the parties mutually agree to be installed
     in lieu of the new Major Release) in order for Amexco to continue to be
     eligible for paid up Support Services hereunder. Licensor will continue to
     provide Maintenance and Support Services during such [**] period for such
     prior Major Release for the Product provided Amexco remains under a paid up
     Support Term for that Product. Each Major Release shall be identified by
     Licensor solely by the numeral(s) to the left of the furthest left decimal
     point in the numbering system which Licensor utilizes to identify each
     Update, with the new Major Release having the greater numeral. For example,
     for any given Product, release 3.0 is a more current version than release
     2.0. For purposes of this Agreement, an Update


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 12 -


     once incorporated into any Product or Documentation shall be considered a
     part thereof for all purposes hereunder, including without limitation, the
     licensing terms for the initial Product, except that an Update does not
     include its own warranty (but which Update is covered by any paid up
     Warranty or Support Term in place with respect to the particular Product
     for which this Update was provided).

     (b) Licensor may exclude from coverage under this Agreement any Product or
     Updates if (a) any Product or Update (i) has been subject to misuse,
     failure to comply with applicable operating instructions, improper
     installation, repair, alteration or damage, either by Amexco or a third
     party or (b) Amexco has not installed the most recent Update to the Product
     as required under this Agreement (subject to Sections 6.3(a) and 6.4 of
     this Agreement).  Furthermore, Maintenance and Support Services
     specifically exclude (a) any other Licensor software or hardware which is
     not covered under this Agreement and which the Product interfaces to,
     accesses, calls or invokes and (b) any other third party software or
     hardware which the Product interfaces to, accesses, calls or invokes.  If
     any Maintenance and Support Services are performed by Licensor at the
     request of Amexco for or in connection with any Product.  Update or
     Maintenance and Support Services excluded from coverage under this
     Agreement, such Maintenance and Support Services shall be separately
     billable at Licensor's then current rates and under its then current terms
     plus reimbursement for travel, living and lodging, if any, in accordance
     with Amexco's travel policy.

     (c) Amexco accepts responsibility for any compatibility problems between
     the Product and any other application or other software programs not
     covered under this Agreement.  Amexco, at its own expense, will (a)
     promptly install and implement (subject to Sections 6.3(a) and 6.4 hereof)
     all Updates provided by Licensor to Amexco on the specific server and for
     the specific Bill Type Implementation for which the Product was initially
     licensed under this Agreement only (or in the case of the Tool Set portion
     of the Product (as defined in this Agreement), on the workstation for which
     it was initially licensed under this Agreement (subject to Amexco's
     transfer rights under Section 5.3(b)), (b) provide Licensor access to the
     Product for purposes of performing Maintenance and Support services under
     this Agreement, (c) provide Licensor such assistance, information, services
     and facilities as may be requested by Licensor to perform the Maintenance
     and Support services under this Agreement and (d) provide Licensor with
     access to at least (i) [**] "Registered Contact of Customer" (as defined
     below), but not more than [**] Registered Contacts of Customer (provided
     [**] of those [**] have been trained in customer support topics by Licensor
     in accordance with the fees set forth in Exhibit D), to assist with
     resolution of support issues raised under this Agreement and (ii) [**]
     "Business Contact of Customer" (as defined below), but not more than [**]
     Business Contacts of Customer, to assist with the resolution of business
     issues raised under this


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 13 -


     Agreement. "Registered Contact of Customer" is an employee of Amexco who is
     trained by Licensor (in accordance with Licensor's standard training
     program rates and terms) or trained by Amexco personnel who have been
     trained by Licensor in the use and administration of the Products, who has
     the necessary security access and skills to follow the instructions of
     Licensor, including the ability to install and implement any Updates,
     including without limitation, files and patches, necessary for problem
     resolution. The Registered Contact names will be supplied within [**]
     ([**]) days of execution of this Agreement and may be modified by Amexco in
     accordance with the terms hereof upon giving prior written notice to
     Licensor. "Business Contact of Customer" is an employee of Amexco who is
     authorized to act on behalf of Amexco in dealing with Licensor on business
     related issues which arise in connection with this Agreement and who has
     both a business and support and maintenance background with Amexco. The
     Business Contact names will be supplied within [**] ([**]) days of
     execution of this Agreement and may be modified by Amexco in accordance
     with the terms hereof upon giving prior written notice to Licensor.

     (d) If Amexco lets the Support Services expire with respect to some or all
     of the Products and later purchases Maintenance and Support Services for
     such Products, Amexco will owe (i) a one time fee to reinstate the
     Maintenance and Support Services in an amount to be mutually agreed to by
     the parties (but not to exceed [**]% of the Maintenance Fees for the time
     when the Support Services had lapsed) taking into consideration such
     factors as the time elapsed since non-renewal and the number of Updates
     issued by Licensor since such non-renewal (the "Reinstatement Charge") and
     (ii) the then current Maintenance Fee for such Product.  Licensor will
     invoice for such fees and charges upon acceptance of the order from Amexco.
     Amexco agrees to pay the Reinstatement Charge and the related Support Fee
     within [**] ([**]) days of the corresponding invoice date and in accordance
     with the other provisions of this Agreement.

6.4  During a paid up Support Term for a Product, to the extent the Product, as
     updated to its most recent Update, no longer operates with the most recent
     operating system version running on the hardware on which the Product is
     installed (which hardware is the hardware the Product was originally
     specified by Licensor to run on), then Licensor shall support the last
     Major Release of the Product which ran on such operating system for a
     period of one year from the release of that Major Release at which point
     Amexco must install the then current Major Release (or a customized version
     thereof which Amexco engages Licensor to develop under the Consulting
     Agreement and the related Work Statement which the parties mutually agree
     to be installed in lieu of the new Major Release).


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 14 -


6.5  During a paid up Support Term for a Product, Licensor shall provide
     reasonable remote technical assistance and consultation to Amexco with
     respect to Product issues that cause the Product to fail to perform in
     accordance with the Documentation at any time during Normal Working Hours
     in accordance with the terms of this Article 6.

6.6  During a paid up Support Term for a Product, Licensor shall provide revised
     and/or updated Documentation to correspond to any changes (including
     Updates) made to the Products with the applicable Update.

6.7  If Amexco attempts to perform maintenance and/or repair service on the
     Product and, as a result, further service is required to restore the
     Product to proper operating condition, such service shall be provided by
     Licensor hereunder; provided, however, that Licensor shall have the right
     to charge Amexco for such services at the rates set forth on Exhibit D of
     this Agreement (or to the extent the services are considered professional
     services under the Consulting Agreement by Licensor, then the rates set
     forth in this Agreement) all plus reimbursement for travel, living and
     lodging, if any, in accordance with Amexco's travel policy.

ARTICLE 7:  INVOICING PAYMENT; DISCOUNTS
---------   ----------------------------

7.1  The License fee set forth on the Schedule for each Product and Bill Type
     Implementation is due and payable [**] percent ([**]%) upon execution and
     submission of a Schedule by Amexco to Licensor, unless otherwise provided
     in the Schedule.  With respect to the Initial Order Schedule, [**]% of the
     License Fees are refundable in accordance with the terms of the Initial
     Order Schedule as set forth in Exhibit B to this Agreement.  With respect
     to future order Schedules, License Fees are nonrefundable for any reason
     unless otherwise provided in this Schedule.

7.2  License Fees do not include the provision of the one year Warranty as
     described in Section 8.2(b) or Maintenance and Support Services as
     described in Section 6.  To the extent Amexco is purchasing a one year
     Warranty or Maintenance and Support Services for a Product under a
     Schedule, a separate Warranty Fee or Maintenance Fee is indicated on the
     Schedule.  The Warranty Fee for a Product or a Bill Type Implementation is
     due and payable [**] percent ([**]%) on the Warranty Start Date.  The
     Maintenance Fee for a Product is due and payable [**] percent ([**]%)
     annually in advance 30 days prior to expiration of the applicable one year
     Warranty Period, unless otherwise provided in the Schedule.  The
     Maintenance Fee for a Bill Type Implementation is due and payable [**]
     percent ([**]%) annually in advance [**] days prior to expiration of the
     applicable [**] Warranty Period, unless otherwise provided in the Schedule.
     The annual renewal fee for Maintenance and Support Services is due and
     payable [**] percent ([**]%) [**] days


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 15 -


     prior to expiration of the applicable annual Maintenance and Support
     Services period. Licensor will invoice Amexco for Maintenance Fees [**]
     days prior to expiration of the applicable Warranty period or Maintenance
     and Support Term.

     Warranty Fees and Maintenance Fees paid to Licensor are non-refundable,
     except termination by Amexco for cause of the Warranty or Maintenance or
     Support Services provisions of this Agreement in accordance with the terms
     of Article 11, in which case Licensor will provide a pro rata refund of the
     [**] Warranty Fee or Maintenance Fee or Maintenance Fee based on the number
     of months remaining in the term for such services.

7.3  To the extent that there is no reference to Licensor issuing an invoice in
     Section 7 above then such payments shall be due upon receipt of invoice and
     Licensor will invoice upon the occurrence of the event triggering payment
     as set forth above. To the extent that there is reference to Licensor
     issuing an invoice for payment in Section 7 above, then such invoice shall
     be payable within [**] ([**]) days after its receipt, unless otherwise
     specified herein. All fees are expressed in US dollars and all payments
     will be made in US dollars. All shipments of Updates, if any, and
     Documentation, if any, will be FOB edocs, Wayland, MA. Reasonable shipping
     and handling charges will be invoiced to Amexco with shipment. To the
     extent that Amexco believes there is an error in any invoice received from
     Licensor, Amexco will promptly notify Licensor of such error and provide
     Licensor with the requested corrections and back-up, if any. Provided that
     Licensor is in agreement with such corrections, Licensor will promptly
     reissue the corrected invoice and payment will be due within [**] days of
     receipt thereof less the number of days beyond [**] days it took Amexco to
     provide Licensor with the requested corrections and back-up, if any. The
     parties agree to work together in good faith to quickly resolve the
     aforementioned invoice issues. However, Amexco agrees to pay the completely
     uncontested amount, if any, of the invoice which Amexco believes has an
     error within the original timeframe set forth above.

7.4  Amexco shall be entitled to the discounted License Fees, Warranty Fees and
     Maintenance Fees set forth on Exhibit D for Products and Bill Type
     Implementations, subject to the terms of this Agreement and Exhibit D,
     including the right to increase such fees in accordance with the terms of
     Exhibit D.

     7.4.1  To the extent that Licensor releases a new software product in the
     future, Amexco may license such software at the US list price less the
     applicable discount set forth below:


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 16 -


     ---------------------------------------------------------------------------
            Cumulative License Fees
             at US list price for a
             New Software Product*               Discount off a US list price
     ---------------------------------------------------------------------------
                    $[**]                                   [**]%
     ---------------------------------------------------------------------------
                    $[**]                                   [**]%
     ---------------------------------------------------------------------------
                    $[**]                                   [**]%
     ---------------------------------------------------------------------------
                    $[**]                                   [**]%
     ---------------------------------------------------------------------------

     Pricing operates on a cumulative per product basis (e.g., if Amexco places
     an order for $[**] for licenses for one type of new software product only,
     then the [**]% discount will apply to the entire $[**] order).  These fees
     are subject to increase in accordance with the terms of Exhibit D under the
     heading INCREASE IN FEES OVER TIME and INTERNATIONAL UPLIFT PRICING.

ARTICLE 8:  WARRANTIES; LIMITATIONS OF LIABILITIES; LIMITATIONS OF REMEDIES
---------   ---------------------------------------------------------------

8.1  Licensor warrants to Amexco that:  (i) Licensor has the right to furnish
     the Products and Documentation, and perform the services as specified in
     this Agreement ("Product Materials and Services") covered hereunder free of
     all liens, claims, encumbrances and other restrictions:  (ii) the Product
     Materials and Services furnished by Licensor and/or Amexco's use of the
     same hereunder do not violate or infringe the rights of any third party or
     the laws or regulations of any governmental or judicial authority; (iii)
     Amexco shall be entitled to use and enjoy the benefit of the Product
     Materials and Services, subject to and in accordance with this Agreement;
     and (iv) Amexco's use and possession of the Product Materials and Services
     hereunder, shall not be adversely affected, interrupted or disturbed by
     Licensor or any entity asserting a claim under or through Licensor.

8.2  (a)  Subject to the limitations set forth in Section 6.3(b), Licensor
     warrants that for a period of [**] ([**]) days from the Warranty Start Date
     (as defined in Section 8.2(b)) of a Product, the media on which the Product
     is delivered shall be free from any defects in materials, subject to normal
     use and service.

     (b) In addition to the foregoing defective media warranty, Amexco may
     purchase a further warranty for the Product as described in this paragraph
     (the "Warranty") commencing on the Warranty Start Date (as defined below)
     and ending [**] thereafter (or such other warranty period as is purchased
     and specified in the Schedule) (the "Warranty Period").  With respect to
     the Initial Order Schedule, the Warranty Start Date for each individual
     Product is the earlier to occur of (a) the first day that Amexco contacts
     Licensor for Warranty Services with respect to the Product or (b) the first
     day Amexco goes into production with the Product.  With respect to the
     Initial Order Schedule, the Warranty Start Date for each


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 17 -


     individual Bill Type Implementation is the earlier to occur of (a) the
     first day that Amexco contacts Licensor for Warranty Services with respect
     to the Bill Type Implementation or (b) the first day Amexco goes into
     production with the Bill Type Implementation. With respect to future order
     Schedules, the Warranty Start Date for each individual Product is the
     earliest to occur of (a) the first day that Amexco contacts Licensor for
     Warranty Services with respect to the Product or (b) the first day Amexco
     goes into production with the Product or (c) [**] days from shipment of the
     Product. With respect to future order Schedules, the Warranty Start Date
     for each individual Bill Type Implementation is upon receipt and acceptance
     by Licensor of the Schedule under which the Bill Type Implementation is
     being ordered. Subject to the limitations set forth in Section 6.3(b),
     during the paid up Warranty Period for a Product Licensor warrants that:
     (i) the Product shall conform to and operate in accordance with the
     Documentation for such Product, and (ii) the Documentation shall faithfully
     and accurately reflect the Products provided to Amexco hereunder. In the
     Event that Amexco purchases a Warranty for a Customized Product (as defined
     in the Schedule) then subject to the limitations set forth in Section
     6.3(b), during the paid up Warranty Period for a Customized Product
     Licensor warrants that: (i) the Customized Product shall conform to and
     operate in accordance with the Customized Product Acceptance Test Criteria
     for the Customized Product set forth in the Schedule (the "Customized
     Product Specifications") (and such Warranty shall otherwise be subject to
     the same terms and conditions as those for the Warranty for the Product).
     The Warranty Start Date and Warranty Fee for the Customized Product shall
     be as set forth in the Schedule to the extent there is any warranty
     purchased for such Customized Product, as noted on the Schedule. During the
     paid up Warranty Period for a Product (or a Customized Product, to the
     extent such Warranty is purchased for a Customized Product under a
     Schedule), Licensor's sole obligation under this Section consists of
     providing the Maintenance and Support Services described in Section 6 for
     the Product (or Customized Product as applicable) (such services being
     referred to during the Warranty Period as the "Warranty Services").


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 18 -


8.3  During a paid-up Warranty Period or Support Term with Licensor for a
     Product, Licensor warrants that:  (i) the Products have been tested and are
     fully capable of providing accurate results using data having date ranges
     spanning the twentieth (20th) and twenty first (21st) centuries (e.g.,
     years 1900-2100).  Without limiting the generality of the foregoing,
     Licensor warrants that the Product shall (a) manage and manipulate data
     involving all dates from the 20th and 21st centuries without functional or
     data abnormality related to such dates; (b) manage and manipulate data
     involving all dates from the 20th and 21st centuries without inaccurate
     results related to such dates; (c) have user interfaces and data fields
     formatted to distinguish between dates from the 20th and 21st centuries;
     and (d) represent all data related to include indications of the
     millennium, century, and decade as well as the actual year.
     Notwithstanding the foregoing, this warranty is subject to the limitations
     set forth in Section 6.3(b) and shall not apply to any problems associated
     with Amexco or third party software, firmware, products or other technology
     with which the Product is combined, exchanges data and/or interoperates.
     The foregoing warranty is also conditioned upon Amexco installing the most
     recently available Update to the Product.

8.4  During the paid up Warranty Period for a Product and subject to the
     limitations set forth in Section 6.3(b), Licensor agrees to use
     commercially reasonable efforts to correct and repair any malfunction,
     defect or nonconformity which prevents such Product from performing in
     accordance with the Documentation at no additional charge to Amexco in
     accordance with the terms of Section 8 hereof.  During the paid up Warranty
     Period for a Customized Product and subject to the limitations set forth in
     Section 6.3(b), Licensor agrees it shall correct and repair any
     malfunction, defect or nonconformity which prevents such Customized Product
     from performing in accordance with the Customized Product Specifications at
     no additional charge to Amexco in accordance with the terms of Section 8
     hereof.

8.5  Licensor agrees that upon the expiration of the Warranty Period, and in
     consideration of Amexco's payment of the applicable Maintenance Fees
     hereunder annually in advance and compliance by Amexco with the terms of
     this Agreement, it shall perform the Maintenance and Support Services as
     specified in this Agreement.

8.6  To the extent that Updates to the Products provided in Amexco hereunder
     degrade, impair or otherwise adversely affect the performance or operation
     of the Products provided hereunder such that the Products fail to perform
     in accordance with their then current Documentation then, provided Amexco
     is under a paid-up Warranty Period or Support Term with Licensor for that
     Product, Licensor shall use commercially reasonable efforts to correct and
     repair any malfunction, defect or nonconformity which prevents such Product
     from performing in accordance with the Documentation at no additional
     charge to Amexco in accordance with the terms hereof.

8.7  During a paid-up Warranty Period or Support Team for a Product Licensor
     warrants that any maintenance or other services provided by Licensor under
     this Agreement shall be performed in a high quality, professional manner by
     qualified personnel.  Licensor personnel will observe and comply with
     Amexco's security procedures, rules, regulations, policies, working hours
     and holiday schedules.  In performing services at Amexco
<PAGE>

                                     - 19 -


     locations, Licensor personnel will use best efforts to minimize any
     disruption to Amexco's normal business operations.

8.8  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
     WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR
     DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT, INCLUDING UPDATES,
     DELIVERED HEREUNDER (OR CUSTOMIZED PRODUCT TO THE EXTENT COVERED HEREUNDER)
     WILL BE UNINTERRUPTED OR ERROR-FREE PROVIDED THAT THIS DOES NOT ELIMINATE
     LICENSOR'S OBLIGATION TO PERFORM WARRANTY OR MAINTENANCE AND SUPPORT
     SERVICES DURING A PAID-UP TERM IN ACCORDANCE WITH THE TERMS OF THIS
     AGREEMENT.

8.9  THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SECTION 8.1 AS IT RELATES TO
     CLAIMS BROUGHT BY THIRD PARTIES SHALL BE THE INDEMNIFICATION OBLIGATIONS AS
     SET FORTH IN ARTICLE 9 OF THIS AGREEMENT.  THE SOLE AND EXCLUSIVE REMEDY OF
     AMEXCO FOR A BREACH OF SECTION 8.2(a) SHALL BE LIMITED TO REPLACEMENT OF
     ANY DEFECTIVE MEDIA.  THE SOLE AND EXCLUSIVE REMEDY OF AMEXCO FOR A BREACH
     OF SECTIONS 8.2(B), 8.3 AND 8.4 SHALL BE FOR LICENSOR TO REPAIR OR REPLACE
     THE PRODUCT AS SET FORTH THEREIN, AT LICENSOR'S OPTION.  THE SOLE AND
     EXCLUSIVE REMEDY OF AMEXCO FOR A BREACH OF SECTIONS 8.5, 8.6 AND 8.7 WHILE
     UNDER WARRANTY FOR THE PRODUCT SHALL BE FOR LICENSOR TO REPAIR OR REPLACE
     THE PRODUCT AS SET FORTH THEREIN, AT LICENSOR'S OPTION.  THE SOLE AND
     EXCLUSIVE REMEDY OF AMEXCO FOR A BREACH OF SECTIONS 8.5, 8.6 AND 8.7 WHILE
     COVERED BY SUPPORT SERVICES FOR THE PRODUCT SHALL BE AS SET FORTH WITH
     RESPECT TO BREACH IN THE MAINTENANCE SECTION OF THIS AGREEMENT.

ARTICLE 9:  INTELLECTUAL PROPERTY INFRINGEMENT
---------   ----------------------------------

9.1  Licensor agrees to defend and/or handle at its own expense, any claim or
     action against any Amexco Entity by a third party for actual or alleged
     infringement of such third party's intellectual or industrial property
     right, including, without limitation, trademarks, service marks, patents,
     copyrights, misappropriation of trade secrets or any similar proprietary
     rights, based upon the Product Materials and Services furnished hereunder
     by Licensor or based on Amexco's use thereof.  Licensor further agrees to
     indemnify and hold Amexco harmless from and against any and all judgments
     (or settlements agreed to by Licensor) awarded against any Amexco Entity in
     favor of such third party as a result of such claim or action and related
     court costs and litigation expenses (including reasonable attorney's fees).
     Licensor shall have the sole right to conduct the defense of any such claim
     or action and all negotiations for its settlement or compromise, unless
     otherwise mutually agreed to in writing.
<PAGE>

                                     - 20 -


     Such indemnification obligation shall not apply to any claim based on (i)
     software not owned or developed by or on behalf of Licensor, (ii) the
     combination of the Product with other products not owned or developed by or
     on behalf of Licensor provided the infringement arises in connection with
     the combination, (iii) software supplied by Licensor in accordance with
     Amexco's designs, specifications, or instructions where Amexco has required
     Licensor to ignore Licensor's suggestions for designs, specifications or
     instructions which Licensor recommends as non-infringing and to us Amexco's
     instead, (iv) arising from the failure of Amexco to use an updated or
     corrected Product provided by Licensor to the extent is designed to
     eliminate the alleged infringement (and provided Licensor provides
     installation thereof at no charge), or (v) arising from the failure of
     Amexco to use the Product for its intended purposes.

9.2  If any Product Materials and/or Services become, or in Licensor's opinion
     are likely to become, the subject of any such claim or action, then,
     Licensor, at its expense may either:  (i) procure for Amexco the right to
     continue using same as contemplated hereunder; (ii) modify same to render
     same non-infringing (provided such modification does not adversely affect
     Amexco's use as contemplated hereunder); or (iii) replace same with equally
     suitable, functionally equivalent, compatible, non-infringing products,
     materials and/or services.  If none of the foregoing are commercially
     practicable, Licensor having used all commercially reasonable efforts, then
     Licensor shall have the right to terminate the Schedule(s) involved and
     receive back the allegedly infringing Product, and Licensor shall pay
     Amexco an amount equal to all License Fees paid in respect of such Product
     (less a depreciation factor of [**]% per annum commencing on the date on
     which the Product was installed unless a shorter License Term applies).

ARTICLE 10:  CONFIDENTIAL INFORMATION
----------   ------------------------

10.1 Each party agrees to regard and preserve as confidential all information
     related to the business and activities of the other party (and in the case
     of Amexco, the Amexco Entities), including information a party provides the
     other regarding their customers, clients, suppliers and other entities with
     whom the party does business and regarding current and future product and
     technology, that may be obtained by a party from the other party (the
     "Confidential Information"). Upon request of the disclosing party, the
     receiving party agrees to return within [**] days all copies in all forms
     of any Confidential Information which was previously obtained by it, or if
     approved by the party owning Confidential Information, provide
     certification of destruction thereof within [**] days.

     Each party agrees to hold the Confidential Information in trust and
     confidence for the other party and not to disclose such information to any
     person, firm or enterprise, or use (directly or indirectly) any such
     information for its own benefit or the benefit of any other party, unless
     authorized by the party whose Confidential Information it is in writing,
     and even then, to limit access to and disclosure of such confidential
     information to the receiving


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 21 -


     party's employees and consultant's on a "need to know" basis only for
     purposes of performing the receiving party's duties under this Agreement or
     the Consulting Agreement and provided any such employee or consultant is
     bound by a confidentiality agreement with the receiving party containing
     terms comparable to the terms of this section.

10.2 The provision of Confidential Information by one party to another will not
     be construed as creating, conveying, transferring, granting or conferring
     upon the other, any rights, license or authority in or to the information
     exchanged or otherwise. Each party agrees that any and all Confidential
     Information disclosed to it by the other party is and shall remain the
     proprietary and confidential information and property of the disclosing
     party. Each party agrees to insure, by agreement, instruction or otherwise,
     compliance with these confidentiality obligations by its employees, agents,
     consultants and others who have permitted access or use of the Confidential
     Information of the other party. Each party agrees that if there is a breach
     or threatened breach of the provisions of this Agreement, the other party
     will have no adequate remedy in money or damages and accordingly shall be
     entitled to injunctive relief; provided, however, no specification in this
     Agreement of any particular remedy shall be construed as a waiver or
     prohibition of any other remedies permitted under this Agreement in the
     event of a breach or threatened breach of this section of this Agreement.

10.3 Information shall not be considered confidential to the extent, but only to
     the extent, that such information is: (i) already known to the receiving
     party free of any restriction at the time it is obtained from the other
     party; (ii) subsequently learned from an independent third party free of
     any restriction and without breach of this Agreement; (iii) is or becomes
     publicly available through no wrongful act of the receiving party; (iv) is
     independently developed by one party without reference to any Confidential
     Information of the other; or (v) required to be disclosed pursuant to a
     requirement of a governmental agency or law so long as the parties provide
     each other with timely written prior notice of such requirements.

ARTICLE 11:  GENERAL
----------   -------

     TERM AND TERMINATION:  This Agreement shall commence as of the Effective
     --------------------
Date and continue thereafter for a period of [**], unless terminated as provided
hereunder.  This Agreement may be extended by Amexco for [**] additional [**]
periods (unless terminated as provided hereunder) by Amexco provided Amexco
gives notice thereof to Licensor of each such extension [**] prior to expiration
of each such [**] term.  Each Schedule shall become binding when duly executed
by both parties and shall continue thereafter unless terminated as permitted
hereunder.  Notice of termination of any Schedule shall not be considered notice
of termination of this Agreement.  The Agreement shall be deemed to remain in
effect with respect to any Schedules or portions thereof which remain in effect
hereunder.  In the event that the Agreement or a


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 22 -


Schedule is terminated in accordance with the terms hereof, (a) any unexpected
Warranty Period or Support Term shall remain in effect until the end of its
paid-up term unless terminated in accordance with the terms of this Agreement
and (b) any previously granted license in Products or Bill Type Implementations
shall remain in effect unless terminated by Licensor in accordance with the
terms of this Agreement.

     TAXES:  Amexco agrees to pay all taxes levied against or upon the Products,
     -----
Updates and Bill Type Implementations including withholding taxes with respect
to the Product and Updates only, and any services or their use hereunder, along
with duties and customs charges imposed on the licensing of the Products,
Updates and Bill Type Implementations, and the purchase of services under this
Agreement (collectively, the "Taxes"), exclusive, however, of taxes based on
Licensor's income, which taxes shall be paid by Licensor.  If any tax for which
Amexco is responsible hereunder is paid by Licensor, Amexco will reimburse
Licensor upon Amexco's receipt of proof of payment.

     LIMITATION OF LIABILITY:  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
     -----------------------
FAILS OF ITS ESSENTIAL PURPOSE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
AMEXCO SHALL NOT HAVE ANY CLAIM (EXCEPT FOR THE REMEDIES AGAINST LICENSOR
SPECIFICALLY SET FORTH IN ARTICLES 8 AND 9 OF THIS AGREEMENT) AGAINST LICENSOR,
ITS AFFILIATES, OFFICERS OR EMPLOYEES OR THE MANUFACTURERS, LICENSORS,
SUBCONTRACTORS OR SUPPLIERS OF THE PRODUCT, WHETHER BASED ON CONTRACT,
NEGLIGENCE, PRODUCT LIABILITY, TRADE PRACTICES, OR OTHERWISE.  NOTWITHSTANDING
THE FOREGOING AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL THE LIABILITY, IF ANY, OF LICENSOR, ITS AFFILIATES, OFFICERS, EMPLOYEES,
LICENSORS, MANUFACTURERS, SUBCONTRACTORS OR SUPPLIERS FOR DAMAGES OF ANY TYPE
RELATING TO THE PRODUCT OR OTHERWISE ARISING OUT OF, RELATED TO OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT OR THE CONSULTING AGREEMENT EXCEED IN THE
AGGREGATE FOR ALL OCCURRENCES THE PAID IN LICENSE FEES HEREUNDER PLUS THE PAID
IN PROFESSIONAL SERVICES FEES UNDER THE CONSULTING AGREEMENT.  REGARDLESS OF THE
FORM OF ACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, TRADE
PRACTICES OR OTHERWISE.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT
SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OTHER THAN THOSE ARISING FROM A MISAPPROPRIATION OF
LICENSOR'S INTELLECTUAL PROPERTY RIGHTS OR A BREACH OF THE CONFIDENTIALITY
PROVISIONS OR ARTICLE 10 HEREOF.

     EXCUSABLE DELAYS:  Except for payment obligations of Amexco hereunder,
     ----------------
neither party shall be liable or deemed to be in default for any delay or
failure in performance under this
<PAGE>

                                     - 23 -


Agreement or interruption of services resulting directly or indirectly from acts
of God, civil or military authority, war, riots, civil disturbances, accidents,
fire, earthquakes, flood, strikes, lockouts, labor disturbances, court or
governmental order, or any other cause beyond the reasonable control of such
party. Each party agrees to provide the other with notice upon becoming aware of
an event of force majeure, such notice to contain details of the circumstances
giving rise to the event of force majeure.

MATERIAL BREACH:
---------------

     (a)  Warranty Services Under Article 8 and Maintenance and Support Services
          ----------------------------------------------------------------------
          Under Article 6.  With respect to the Warranty Services and
          ---------------
          Maintenance and Support Services provided by Licensor to Amexco under
          Articles 8 and 6 respectively of this Agreement, in the event of any
          material breach of either Article by one party, the other party may
          terminate all the Warranty Services and Maintenance and Support
          Services being provided by giving [**] ([**]) days' written notice
          thereof; provided, however, that any such termination shall not be
          effective if the party in breach has cured the breach of which it has
          been notified prior to the expiration of said [**] ([**]) days.  Upon
          such termination by Amexco, Licensor shall refund to Amexco the pro
          rata portion of the [**] Warranty Fee or Maintenance Fee based on the
          number of months remaining in the [**] Warranty Period or Support Term
          for each Product and Bill Type Implementation.  Upon such termination
          by either party Licensor shall have no further obligation to provide
          Warranty Services and Maintenance and Support Services to Amexco for
          each Product and Bill Type Implementation.

     (b)  Material Breach other than per Subsection (a) of this Material Breach
          ----------------------------------------------------------------------
          Section.  With respect to a material breach of this Agreement or a
          -------
          Schedule by Amexco, Licensor may terminate one or more of the
          Schedules and/or the Agreement, including without limitation Articles
          6 and 8 hereof, as Licensor so elects, by giving ([**]) days' written
          notice thereof to Amexco; provided, however, that any such termination
          shall not be effective if Amexco has cured the breach of which it has
          been notified prior to the expiration of said [**] ([**]) days.  Upon
          any termination of one or more Schedules and/or the Agreement by
          Licensor as set forth above, Amexco shall, at Licensor's election,
          either (i) return all copies of the Product related to the terminated
          Schedules in its possession or control in any form to Licensor or (ii)
          destroy all copies of the Product related to the terminated Schedules
          in its possession or control.  An officer of Amexco shall notify
          Licensor in writing that such return or destruction has occurred.

     NOTICES:  Unless otherwise specified all notices shall be in writing and
     -------
delivered personally or mailed, first class mail, postage prepaid, to the
addresses of the parties set forth at the beginning of this Agreement, to the
attention of the undersigned:  provided, however, that a copy of any Licensor
notice of material breach to Amexco shall also be sent to the Office of the
General


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 24 -


Counsel, World Financial Center, American Express Tower, 200 Vesey Street, 49th
Floor, New York, New York 10285-4900. As to any Schedule, notices shall also be
sent to the signatories of the Schedule involved. Either party may change the
address(es) or the addressee(s) for notice hereunder upon written notice to the
other. All notices shall be deemed given on the date delivered or when placed in
the mail as specified herein.

     ADVERTISING OR PUBLICITY:  Other than as set forth below, neither party
     ------------------------
shall use the other's name or marks or refer to or identify the other party in
advertising or publicity releases or promotional or marketing correspondence to
others without first securing the written consent of such other party.
Notwithstanding anything herein to the contrary, Licensor may use Amexco's name
to identify Amexco as a customer of Licensor in materials to be provided to
investors and potential investors in Licensor, and may disclose this Agreement,
related Schedules, and the terms herein in the event the Licensor undertakes to
file a registration statement under the Securities Act of 1933, as amended, or
as may otherwise be required under securities laws; provided, however, that
Licensor shall use its best efforts to preclude disclosure of the terms of this
Agreement in accordance with the rules and regulations of the Securities and
Exchange commission by means of an application for confidential treatment and
Licensor shall consult with Amexco prior to any such submission and take into
account Amexco's view with regard thereto.  In addition, Licensor will consult
with Amexco prior to disclosure of its relationship with Amexco in a form S-1 or
any successor SEC filing thereto with respect to the portion of the S-1 or
successor SEC filing related to the relationship between Amexco and Licensor.

     ASSIGNMENT:  Neither party may assign this Agreement, any Schedule and/or
     ----------
any rights and/or obligations hereunder without the written consent of the other
party and any such attempted assignment shall be void; provided, however, that
Amexco may assign this Agreement, any Schedule and/or any of its rights and/or
obligations hereunder to any Amexco Entity upon written notice to Licensor
without the consent of Licensor and provided further that (a) Licensor may
utilize Technology Providers, Inc. as a subcontractor to perform its technical
duties and obligations under this Agreement provided that Licensor remains
primarily liable for any failure of such subcontractor to perform in accordance
with the terms of this Agreement; (b) either party may make an assignment of
this Agreement pursuant to (x) a merger, (y) a sale of greater than [**] percent
([**]%) of its assets; or (z) a sale of greater than [**]% of its outstanding
stock and (c) either party (in the case of Amexco to an Amexco Entity only) may
make an assignment to an affiliate or subsidiary, provided that the assigning
party remains primarily liable for any failure of such affiliate to perform in
accordance with the terms of this Agreement.  Each party shall cause its
permitted assigns to be bound by the terms of this Agreement and the relevant
Schedules.  Any attempted non-permitted assignment, transfer or delegation in
contravention of this Section of the Agreement shall be null and void.  This
Agreement shall insure to the benefit of the parties hereto and their permitted
successors and assigns.


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 25 -


     GOVERNING LAW: In all respects this Agreement shall be governed by the
     -------------
substantive laws of the State of New York without regard to conflict of law
principles.

     MODIFICATION, AMENDMENT, SUPPLEMENT AND WAIVER:  No modification, course of
     ----------------------------------------------
conduct, amendment, supplement to or waiver of this Agreement, any Schedule, or
any provisions hereof shall be binding upon the parties unless made in writing
and duly signed by both parties.  At no time shall any failure or delay by
either party in enforcing any provisions, exercising any option, or requiring
performance of any provisions, be construed to be a waiver of same.

     EXPORT RESTRICTIONS:  Amexco will not knowingly export or re-export,
     -------------------
directly or indirectly, any technical data (as defined in the U.S. Export
Administration Regulations) produced or provided under this Agreement,
including, without limitation, the Products, or export or re-export, directly or
indirectly, any direct product of such technical data, including software, to a
destination to which such export or re-export is restricted or prohibited by
U.S. or non-U.S. law, without obtaining prior authorization form U.S. Department
of Commerce and other competent government authorities to the extent required by
those laws.

     SEVERABILITY:  If any of the provisions of this Agreement are held invalid,
     ------------
illegal or unenforceable, the remaining provisions shall be unimpaired.

     HEADINGS:  Headings are for reference and shall not affect the meaning of
     --------
any of the provisions of this Agreement.

     ENTIRE AGREEMENT:  The Exhibits, Schedules and attachments to this
     ----------------
Agreement are incorporated by this reference and shall constitute part of this
Agreement.  This Agreement constitutes the entire agreement between the parties
and supersedes all previous agreements, promises, proposals, representations,
understandings and negotiations, whether written or oral, between the parties
respecting the subject matter hereof.
<PAGE>

                                     - 26 -


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day, month and year first written above.

EDOCS, INC.                             AMERICAN EXPRESS TRAVEL RELATED
                                        SERVICES COMPANY, INC.


By: [**]                                By: [**]
    ----------------------------            ----------------------------

Name: Kevin E. Laracey                  Name: [**]
      --------------------------              --------------------------
          (Type or Print)                           (Type or Print)

Title: CEO                              Title: [**]
       -------------------------               -------------------------
Date: [**]                              Date: [**]
      --------------------------              --------------------------


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 27 -


                                   Exhibit A

                       (SAMPLE SCHEDULE ORDER FORM ONLY)
                       ---------------------------------


                                    SCHEDULE
                                    --------

Schedule Number:  __________  Dated:  [**]
to
Agreement Number:

This Schedule is issued pursuant to the above-referenced Standalone License
Agreement dated [**] (the "Agreement"), between American Express Travel Related
Services Company, Inc. and the Licensor specified below.  Any term not otherwise
defined herein shall have the meaning specified in the Agreement.  Amexco hereby
orders the Products.  Bill Type Implementations and Warranty Services related
thereto as set forth below in accordance with the terms of the Agreement and
this Schedule

SHIP TO ADDRESS FOR PRODUCT-
--------------------------------------------------------------------------------

INSTALLATION SITE FOR PRODUCT-
--------------------------------------------------------------------------------

ANTICIPATED SHIP DATE FOR PRODUCT-
--------------------------------------------------------------------------------

SCHEDULED DELIVERY DATE FOR PRODUCT-
--------------------------------------------------------------------------------

ORDER DATE FOR BILL TYPE IMPLEMENTATION [**] PACK-
--------------------------------------------------------------------------------

PRODUCTS AND BILL TYPE IMPLEMENTATIONS ORDERED-See table below
--------------------------------------------------------------------------------


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 28 -


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
   A                B               C               D                 E                 F                 G              H
-----------------------------------------------------------------------------------------------------------------------------------
Products      License Fee Per   Quantity of    Total License     License Fee       Quantity of      Total License    Total License
              Product           Product        Fee for           Per Each Bill     Bill Type        Fee for Bill     Fee (Sum of
                                Ordered*       Product           Type              Implementation   Type             Columns D
                                               Ordered           Implementation    [Five] Packs     Implementation   and G)
                                               (column B X       [Five] Pack       Ordered***       [Five] Packs
                                                column C)                                           Ordered
                                                                                                    (column E X
                                                                                                    column F)
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>            <C>               <C>               <C>              <C>              <C>
BillDirect
Software
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Server name, serial number and server location where each copy of BillDirect
  Production System Software portion of Product being licensed for production
  server should be noted below if available at the time of issuing this
  Schedule. Otherwise should be provided as soon as available in writing to
  Licensor.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
 BillDirect           Server Name       Server Serial         Location of Server     Server Type
 Production           Where it is to    Number Where it       Where it is to be
 Server Software      be Installed      is to be Installed    Installed
 Portion of
 Product to be
 installed on
 production
 server-Copy
 Number
----------------------------------------------------------------------------------------------
<S>                   <C>               <C>                   <C>                    <C>
                                                                                     [**]
----------------------------------------------------------------------------------------------
                                                                                     [**]
----------------------------------------------------------------------------------------------
                                                                                     [**]
----------------------------------------------------------------------------------------------
                                                                                     [**]
----------------------------------------------------------------------------------------------
                                                                                     [**]
----------------------------------------------------------------------------------------------
                                                                                     [**]
----------------------------------------------------------------------------------------------
</TABLE>

***  Description of each Bill Type Implementation should be noted below if
     available at the time of issuing this Schedule. Otherwise should be
     provided as soon as available in writing to Licensor.
<PAGE>

                                     - 29 -


--------------------------------------------------------------------------------
 Bill Type                 Bill Type Implementation Description
 Implementation
 Number
--------------------------------------------------------------------------------

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

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

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

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

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

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


TOTAL LICENSE FEE FOR PRODUCTS AND BILL TYPE IMPLEMENTATIONS-See table above-
$__________

PAYMENT TERMS FOR LICENSE FEE-[**]% non-refundable down-payment payable upon
-----------------------------
submission of this Schedule to Licensor

[**] WARRANTY FEE-_____% of License Fee per Product ordered under this Schedule
-----------------
plus _____% of License Fe for all Bill Type Implementations ordered under this
Schedule, subject to increase in accordance with the terms of the Agreement

PAYMENT TERMS FOR [**] WARRANTY FEE-With respect to a Product or a Bill Type
-----------------------------------
Implementation, [**]% payable on the Warranty Start Date (as defined below) for
that Product or Bill Type Implementation.

WARRANTY START DATE-The Warranty Start Date for each individual Product is the
-------------------
earliest to occur of (a) the first day that Amexco contacts Licensor for
Warranty Services with respect to the Product or (b) the first day Amexco goes
into production with the Product or (c) [**] days from shipment of the Product.
The Warranty Start Date for each individual Bill Type Implementation is upon
receipt and acceptance by Licensor of the Schedule under which the Bill Type
Implementation is being ordered

ANNUAL MAINTENANCE FEE (commencing upon expiration of the applicable [**]
----------------------
Warranty)-_____% of License Fee per Product plus _____% of License Fee for all
Bill Type Implementations ordered under this Schedule, subject to increase in
accordance with the terms of the Agreement.

PAYMENT TERMS FOR ANNUAL MAINTENANCE FEE-payable annually in advance [**] days
----------------------------------------
prior to expiration of the applicable [**] Warranty Period and thereafter [**]
days prior to expiration of previous Support Term

INTERNATIONAL PRICING UPLIFT-Notwithstanding anything in this Schedule to the
----------------------------
contrary, to the extent that the Product is being installed at a site outside of
the US, the Bill Type Implementation is being used with respect to a Product
installed at a site outside the US or the Warranty or


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 30 -


Maintenance and Support Services are being performed outside of the US, then all
related pricing shall be increased by [**]% of what the price would have
otherwise been under this Schedule.

ADDITIONAL GENERAL PRICE TERMS-All pricing and payments are in US dollars.
------------------------------
Amexco is responsible for Taxes as described in Article 11 of the Agreement
along with shipping and handling charges.

DOCUMENTATION-the documentation accompanying the Product, as updated by Licensor
-------------
from time to time.

Additional Provisions and Conditions (if any):


Licensor-edocs.Inc.                     American Express
                                        Travel Related Services Company, Inc.


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

Name:                                   Name:
      --------------------------              --------------------------
          (Type or Print)                           (Type or Print)

Title:                                  Title:
       -------------------------               -------------------------
Date:                                   Date:
      --------------------------              --------------------------
<PAGE>

                                     - 31 -


                                   EXHIBIT B

                           SCHEDULE FOR INITIAL ORDER




Schedule Number [**]                  Dated:  [**]
to
Agreement Number: [**]
                  ----


This Schedule is issued pursuant to the above-referenced Standalone License
Agreement dated [**] (the "Agreement"), between American Express Travel Related
Services Company, Inc. and the Licensor specified below.  Any term not otherwise
defined herein shall have the meaning specified in the Agreement.  Amexco hereby
orders the Products.  Bill Type Implementations and Warranty Services related
thereto as set forth below in accordance with the terms of the Agreement and
this Schedule.

SHIP TO ADDRESS FOR PRODUCT-All copies of BillDirect Software-[**]  Attention:
---------------------------
[**]

INSTALLATION SITE FOR PRODUCT- For [**] production server copies of BillDirect
-----------------------------
Software-[**];

          For [**] test/development server copies of BillDirect Software-[**]

ANTICIPATED SHIP DATE FOR PRODUCT-on or before [**]
---------------------------------

SCHEDULED DELIVERY DATE FOR PRODUCT-within [**] or [**] days after shipment
---------------------------------------------------------------------------

ORDER DATE FOR BILL TYPE IMPLEMENTATION [**] PACK-on or before [**]
-------------------------------------------------------------------

PRODUCTS AND BILL TYPE IMPLEMENTATIONS ORDERED-See table below
----------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
   A                B               C               D                 E                 F                 G              H
-----------------------------------------------------------------------------------------------------------------------------------
Product       License Fee Per   Quantity of    Total License     License Fee       Quantity of      Total License    Total License
              Product For the   Product        Fee for           Per Each Bill     Bill Type        Fee for Bill     Fee (Sum of
              Initial Order     Ordered*/**    Product           Type              Implementation   Type             columns D
                                               Ordered           Implementation    [Five] Packs     Implementation   and G)
                                               (column B x       [Five] Pack       Ordered**       [Five] Packs
                                                column C)                              *            Ordered
                                                                                                    (column E x
                                                                                                    column F)
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>            <C>               <C>               <C>              <C>              <C>
BillDirect    $[**]             [**]           $[**]             $[**]             [**]             $[**]            $[**]
Software
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

                                     - 32 -


*  The License Fee for the first copy only of BillDirect Software includes one
   Bill Type Implementation. Licenses for additional Bill Type Implementations
   are purchased in packs of [**].

** The server name, serial number and server location where each copy of
   BillDirect Production System Software portion of Product is being licensed
   for production server should be noted below if available at the time of
   issuing this Schedule. Otherwise should be provided as soon as available in
   writing to Licensor.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Bill Direct:         Server Name        Server Serial      Location of Server    Server Type
Production           Where it is        Number Where it    Where it is to be
Server               to be              is to be           Installed
Software Portion     Installed          Installed
of Product to be
installed on
production
server-
Copy Number
------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>                   <C>
[**]                                                                             [**]
------------------------------------------------------------------------------------------
[**]                                                                             [**]
------------------------------------------------------------------------------------------
[**]                                                                             [**]
------------------------------------------------------------------------------------------
[**]                                                                             [**]
------------------------------------------------------------------------------------------
[**]                                                                             [**]
------------------------------------------------------------------------------------------
[**]                                                                             [**]
------------------------------------------------------------------------------------------
</TABLE>

In addition to the above [**] copies of the Product, Licensor agrees to license
Amexco [**] ([*]) additional copies of the Product for use on a single
test/development server and not for production purposes at [**] in accordance
with the terms of the Agreement.  The server name, serial number and server
location where each copy of BillDirect Production System Software portion of the
Product is being licensed for test/development server should be noted below if
available at the time of issuing this Schedule.  Otherwise should be provided as
soon as available in writing to Licensor.


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 33 -


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Bill Direct:          Server Name       Server Serial      Location of          Server Type
Production            Where it is to    Number Where it    Server
Server                be                is to be           Where it is to
Software Portion      Installed         Installed          be
of Product to be                                           Installed
installed on
test/development
server-Copy
Number
-----------------------------------------------------------------------------------------------
<S>                   <C>               <C>                <C>                  <C>
[**]                                                                            [**]
-----------------------------------------------------------------------------------------------
[**]                                                                            [**]
-----------------------------------------------------------------------------------------------
[**]                                                                            [**]
-----------------------------------------------------------------------------------------------
[**]                                                                            [**]
-----------------------------------------------------------------------------------------------
[**]                                                                            [**]
-----------------------------------------------------------------------------------------------
</TABLE>


***  Description of each Bill Type Implementation should be noted below if
     available at the time of issuing this Schedule. Otherwise should be
     provided as soon as available in writing to Licensor.


Bill Type                           Bill Type Implementation Description
Implementation
Number
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------
[**]
--------------------------------------------------------------------------------


TOTAL LICENSE FEE FOR PRODUCTS AND BILL TYPE IMPLEMENTATIONS - See table above-
$[**]

PAYMENT TERMS FOR LICENSE FEE-$[**] non-refundable license fee payable on or
-----------------------------
before [**] (subject to refund of [**]% (all in accordance with the terms of
Appendix 1 to this Schedule) if the Customized Product(s) does not meet the
Customized Product Acceptance Test Criteria defined therein))

[**] WARRANTY FEE - [**]% of License Fee per Product ordered under this Schedule
-----------------
plus [**]% of License Fee for all Bill Type Implementations ordered under this
Schedule, subject to increase in


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 34 -


accordance with the terms of the Agreement. The Warranty Fee under this Initial
Order Schedule includes Warranty on Customized Product per the standards set
forth in the Agreement.

PAYMENT TERMS FOR [**] WARRANTY FEE - With respect to a Product or Bill Type
-----------------------------------
Implementation.  [**]% payable on the Warranty Start Date (as defined below) for
that Product or Bill Type Implementation and [**]% payable upon the Customized
Products meeting the Customized Product Acceptance Test Criteria described in
Appendix 1 to this Schedule.

COMMENCEMENT OF [**] WARRANTY - The Warranty Start Date for each Product and
-----------------------------
Customized Product is the earlier to occur of (a) the first day that Amexco
contacts Licensor for Warranty Services with respect to the Product or (b) the
first day Amexco goes into production with the Product.  The Warranty Start Date
for each individual Bill Type Implementation is the earlier to occur of (a) the
first day that Amexco contacts Licensor for Warranty Service with respect to the
Bill Type Implementation or (b) the first day Amexco goes into production with
the Bill Type Implementation.

ANNUAL MAINTENANCE FEE (commencing upon expiration of the applicable [**]
-------------------------------------------------------------------------
Warranty) - [**]% of License Fee per Product plus [**]% of License Fee for all
---------
Bill Type Implementations ordered under this Schedule, subject to increase in
accordance with the terms of the Agreement.  Maintenance Fee includes Support
Services on Customized Product per the standards set forth in the Agreement.

PAYMENT TERMS FOR ANNUAL MAINTENANCE FEE - payable annually in advance [**] days
----------------------------------------
prior to expiration of the applicable [**] Warranty Period and thereafter [**]
days prior to expiration of previous Support Term.

INTERNATIONAL PRICING UPLIFT - Notwithstanding anything in this Schedule to the
----------------------------
contrary, to the extent that the Product is being installed at a site outside of
the US. the Bill Type Implementation is being used with respect to a Product
installed at a site outside the US or the Warranty or Maintenance and Support
Services are being performed outside of the US, then all related pricing shall
be increased by [**]% of what the price would have otherwise been under this
Schedule.

ADDITIONAL GENERAL PRICING TERMS - All pricing and payments are in US dollars.
--------------------------------
Amexco is responsible for Taxes as described in Article 11 of the Agreement
along with shipping and handling charges.

DOCUMENTATION - the documentation accompanying the Product, as updated by
-------------
Licensor from time to time.

DEFINITION OF CUSTOMIZED PRODUCT FOR PURPOSES OF THIS SCHEDULE AND APPENDIX 1
-----------------------------------------------------------------------------
HERETO - Customized Product consists of the following software  which is being
------
developed by Licensor in accordance with the Consulting Agreement and the
related work Statement(s) as more specifically identified below:


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 35 -


--------------------------------------------------------------------------------
CUSTOMIZED PRODUCT
DEFINITION
--------------------------------------------------------------------------------
Customized Products as identified in Appendix B of the Statement of
Work-E-Statement Utility, Interactive Services, DC # [**] Dated [**] with a
revised date of [**]
--------------------------------------------------------------------------------

ACCEPTANCE TEST CRITERIA AND PROCEDURES FOR CUSTOMIZED PRODUCT ONLY:  See
-------------------------------------------------------------------
attached Appendix 1 and Appendix 2 to this Schedule.


Licensor-edocs.Inc.                     American Express
                                        Travel Related Services Company, Inc.


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

Name:                                   Name:
      --------------------------              --------------------------
          (Type or Print)                           (Type or Print)

Title:                                  Title:
       -------------------------               -------------------------
Date:                                   Date:
      --------------------------              --------------------------


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 36 -


              APPENDIX 1 TO SCHEDULE FOR INITIAL ORDER DATED [**]
 between American Express Travel Related Services Company, Inc. and edocs, Inc.

Acceptance Test Procedures and Rights and Duties for Customized Product

When a Customized Product (as defined in the Schedule) has been implemented and
installed at the Installation Site (the "Commencement Date') by Licensor all in
accordance with the Consulting Agreement and the related Work Statements (as
described in the Schedule), Licensor shall notify Amexco and Amexco shall
promptly commence acceptance testing of such Customized Product with such
assistance and support as reasonably necessary from Licensor personnel (at
Licensor's Professional Services rates and terms set forth under the Consulting
Agreement). The acceptance test shall be conducted for the purpose of
demonstrating that the Customized Product meets the Customized Product
Acceptance Test Criteria attached to this Schedule as Appendix 2. Once the
Customized Product has successfully passed this acceptance test, Amexco shall
notify Licensor in writing of acceptance of such Customized Product. If the
Customized Product does not meet the Customized Product Acceptance Test
Criteria, Amexco shall promptly notify Licensor, specifying in reasonable detail
in what respects the Customized Product has failed to meet such criteria.
Licensor shall promptly correct any deficiencies in the ability of the
Customized Product to meet the Customized Product Acceptance Test Criteria
disclosed by the acceptance test and Amexco shall repeat the test to determine
if the Customized Product has successfully met the Customized Product Acceptance
Test Criteria. Licensor and Amexco shall continue to work together in this
manner until the Customized Product Acceptance Test Criteria are met.
Notwithstanding the foregoing, if one or more of the Customized Products fail to
meet the Customized Product Acceptance Test Criteria within [**] days of the
Commencement Date (or such longer period as the parties mutually agree to),
Amexco shall have the option of receiving an aggregate refund of [**]% of the
License Fee of the Initial Order ($[**]). Such refund option shall expire within
[**] days after the end of the aforementioned [**] day period. The limited
refund rights set forth in this paragraph are Amexco's sole right and remedy in
the event that the Customized Product Acceptance Test Criteria are not met for a
particular Customized Product as set forth above and Licensor shall have no
further liability to Amexco nor any further refund obligations. Nothing in the
foregoing sentence prohibits Amexco from requiring Licensor to continue to
provide professional services under the Consulting Agreement and related
Schedule (as such term is defined therein as it relates to Schedules to the
Consulting Agreement) (at and subject to Licensor's Professional Services rates
and terms set forth under the Consulting Agreement, under which Schedule to the
Consulting Agreement Licensor will continue to attempt to cause the Customized
Product to meet the Customized Product Acceptance Criteria (but with Amexco
having no rights or remedies against Licensor should Licensor be unable to do
so).


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 37 -


Licensor will assist Amexco, at the request of Amexco, in conducting the
foregoing acceptance test at its professional services rates and terms under the
Consulting Agreement.  In addition, Licensor has the right to conduct the
foregoing acceptance test at Amexco's site under the observation of Amexco at
its professional services rates and terms under the Consulting Agreement if
Licensor reasonable believes that the reason that Amexco is unable to pass the
acceptance test is due to operator errors.  To the extent that the parties
mutually agree as a result thereof that the acceptance test has been passed, the
test shall be deemed passed.  To the extent that the parties mutually agree as a
result thereof that the acceptance test has not been passed, the test shall be
deemed not to have been passed and the obligations of Amexco related thereto as
set forth in the previous paragraph shall apply.  Nothing in the foregoing
sentence prohibits Amexco from requiring Licensor to continue to provide
professional services under the Consulting Agreement and related Schedule
thereto (at and subject to Licensor's Professional Services rates and terms set
forth under the Consulting Agreement, under which Schedule thereto Licensor will
continue to attempt to cause the Customized Product to meet the Customized
Product Acceptance Criteria (but with Amexco having no rights or remedies
against Licensor should Licensor be unable to do so).

If the parties disagree on the results of the test they have the right to
mutually agree to a neutral third party with industry experience to review the
results of the test and override the decision, if such third party so
determines.

To the extent that Licensor determines that Amexco's or any third party
hardware, software or services or other factors are responsible for the
inability of the customized Product to meet the Customized Product Acceptance
Test Criteria and Amexco agrees (acting in a commercially reasonable manner in
making such determination) then Licensor shall be deemed to have passed such
acceptance test, Licensor shall have no further obligations with respect thereto
to Amexco, and Amexco shall not have the refund rights described above.  If the
parties disagree on this point then they have the right to mutually agree to a
neutral third party with industry experience to review these issues results of
the test and override the decision, if such third party so determines.

There are no acceptance tests with respect to the Product as defined in Section
1.3 of the Agreement.
<PAGE>

                                     - 38 -


           APPENDIX 2 TO SCHEDULE FOR INITIAL ORDER DATED [**] BETWEEN
     AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. AND EDOCS, INC.

CUSTOMIZED PRODUCT ACCEPTANCE TEST CRITERIA
-------------------------------------------




See Section VIII of Statement of Work-E-Statement Utility, Interactive Services,
DC #[**] Dated [**] with a revised date of [**] for Customized Product
Acceptance Test Criteria.


To the extent that Amexco and Licensor mutually agree in writing to a change in
the Schedule to the Consulting Agreement related to the specifications and
requirements for the Customized Product then the parties must also mutually
agree to the revised Customized Product Acceptance test Criteria resulting from
such change.  To the extent that the parties cannot mutually agree to the
revised Customized Product Acceptance Test Criteria resulting from such change
then Amexco must elect one of the following: (a) to not proceed with the updated
mutually agreed to Schedule to the Consulting Agreement, in which case Licensor
would continue to develop the Customized Product in accordance with the original
specifications and requirements set forth in the Schedule to the Consulting
Agreement as it existed before such amendment and conduct acceptance testing on
the Customized Product with the Customized Product Acceptance Test Criteria per
the terms of this Agreement or (b) to waive the acceptance testing on the
Customized Product under this Agreement, deem the test passed hereunder and
require Licensor to continue to provide professional services under the
Consulting Agreement and related amended Schedule (at and subject to Licensor's
Professional Services rates and terms set forth under the Consulting Agreement)
to attempt to cause the Customized Product to meet the specifications in such
amended Schedule (but with Amexco having no rights or remedies against Licensor
should Licensor be unable to do so).


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 39 -


                                   EXHIBIT C
                                   ---------
                            Source Code Escrow Terms
                            ------------------------

The following shall constitute the only condition under which Licensor shall
release the Source Code from escrow to Amexco (the "Release Condition"), subject
to the terms of this Exhibit C:

          (a)  Dissolution, liquidation or failure of Licensor to do business in
          the ordinary course after which neither Licensor nor any other entity
          thereafter performs the obligations from Amexco and a 30 day
          opportunity to cure.

Licensor hereby grants to Amexco only a non-exclusive, non-transferable license
to use the Source Code (through its employees on a need to know basis who agree
to be bound by the terms of this Agreement), subject to the terms hereof, which
license: (i) shall be exercisable only upon the occurrence of the Release
Condition as set forth above; (ii) is worldwide, (iii) is non-exclusive: and
(iv) authorizes Amexco to understand, modify and use the Source Code released
per the above solely to perform those obligations required of Licensor set forth
in this Agreement that Licensor has failed or fails to perform.

Amexco shall return all the copies of the Source Code to Licensor and the
license above shall terminate on the earlier of (a) termination or expiration of
obligations under the Agreement or (b) when and if Licensor can demonstrate to
Amexco's reasonable satisfaction that Licensor or any other entity performing
Licensor's obligations hereunder has cured the Release Condition giving rise to
the release of the Source Code and is capable of resuming performance of its
obligations under the Agreement.

Amexco states that the Source Code is proprietary to Licensor and constitutes
Confidential Information of Licensor (and as such remains subject to the terms
of Article 9 of the Agreement regarding confidentiality) and that Licensor
retains ownership of the Source Code, including any modifications, extensions or
derivative works thereof.  Amexco is not granted any rights to patents,
copyrights, trade secrets, trade names, trademarks, or any other rights with
respect to the Source Code.  To the extent that Amexco creates any
modifications, extensions or derivative works of the Source Code in accordance
with the terms of this Agreement, then such modifications, extensions or
derivative works shall be the property of Licensor and Amexco hereby
automatically agrees to assign such ownership to Licensor provided however that
if Licensor ceases to exist and no other entity steps into Licensor's place then
Amexco may retain ownership of such modifications, extensions or derivative
works of the Source Code within 10 days of creation thereof.  Amexco shall
during the term of this Agreement and at any time thereafter, take such further
action as Licensor deems reasonably necessary to give effect to the assignment
set forth in this paragraph.
<PAGE>

                                     - 40 -


                                   EXHIBIT D
                                   ---------

                           PRICING FOR FUTURE ORDERS
    LICENSE FEES FOR BILLDIRECT SOFTWARE AND BILL TYPE IMPLEMENTATIONS, [**]
          WARRANTY FEE MAINTENANCE FEE SCHEDULE; TRAINING FEE SCHEDULE

LICENSE FEES FOR BILLDIRECT SOFTWARE


--------------------------------------------------------------------------------
Cumulative Quantity of BillDirect Software      BillDirect Software License Fee
Licensed by Amexco from Licensor*
--------------------------------------------------------------------------------
[**]*                                           $[**]
--------------------------------------------------------------------------------
[**]                                            $[**]
--------------------------------------------------------------------------------
[**]                                            $[**]
--------------------------------------------------------------------------------

Based on Amexco's Initial Order of [**] ([**]) copies of the BillDirect
Software, Amexco starts at quantity [**] ([**]) on this sliding price scale for
its next order.  Pricing for future orders operates on a cumulative basis (e.g.
if Amexco's next order is for [**] licenses of BillDirect Software then the
cumulative number of BillDirect Software Licenses ordered by Amexco to date
totals [**] ([**] for the Initial Order plus [**] for the new order), and the
license fee for each of the [**] new licenses ordered would be $[**] per
license).  Subject to increase in accordance with the terms of this Exhibit D.

LICENSE FEES FOR BILL TYPE IMPLEMENTATIONS
------------------------------------------

Bill Type Implementation [**] Packs-$[**]/[**] pack, subject to increase in
accordance with the terms of this Exhibit D.

WARRANTY FEES FOR [**] WARRANTY UNDER TERMS OF THE AGREEMENT
------------------------------------------------------------

For Product, [**]% of License Fee per Product ordered under a Schedule plus
[**]% of License Fee for all Bill Type Implementations ordered under the
Schedule, subject to increase in accordance with the terms of this Exhibit D.

For Customized Product [**]% of the total professional services fees for the
Customized Product under the Consulting Agreement and related Schedule thereto,
subject to increase in accordance with this Exhibit D.

[**] MAINTENANCE FEE UNDER TERMS OF THE AGREEMENT (commencing upon expiration of
--------------------------------------------------------------------------------
the applicable [**] Warranty)
-----------------------------


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 41 -


For Product, [**]% of License Fee per Product ordered under a Schedule plus
[**]% of License Fee for all Bill Type Implementations ordered under this
Schedule, subject to increase in accordance with this Exhibit D For Customized
Product, [**]% of the total professional services fees for the Customized
Product under the Consulting Agreement and related Schedule thereto, subject to
increase in accordance with this Exhibit D.

ON SITE SUPPORT SERVICES
------------------------

$[**] per day plus reimbursement of Licensor's travel, lodging and living
expenses per Amexco's standard travel policy, a copy of which was provided by
Amexco to Licensor, subject to increase in accordance with this Exhibit D.

TRAINING-all the training rates which follow are subject to increase in
---------
accordance with the terms of this Exhibit D.

          ONSITE TRAINING PACKAGE AT AMEXCO US FACILITY FOR PRODUCT:
          ---------------------------------------------------------

 .    [**] days of onsite training for [**] individuals  $[**] plus reimbursement
     of Licensor's travel, lodging and living expenses per Amexco's standard
     travel policy, a copy of which was provided by Amexco to Licensor

 .    Each additional individual over [**]                $[**]

 .    Individual training manual (not included above)     $[**]

          TRAINING AT LICENSOR'S FACILITIES FOR PRODUCT
          ---------------------------------------------

     $[**] per individual per day, including manual

          ON-SITE TRAINING DAILY RATE AT AMEXCO US FACILITY FOR CUSTOMIZED
          ----------------------------------------------------------------
          PRODUCT TRAIN THE TRAINER OR OTHER CUSTOMIZED TRAINING PROGRAM AS ANY
          ---------------------------------------------------------------------
          SUCH TRAINING PROGRAM IS MUTUALLY AGREED TO BY AMEXCO AND LICENSOR
          ------------------------------------------------------------------


     $[**] per day plus reimbursement of Licensor's travel, lodging and living
     expenses per Amexco's standard travel policy, a copy of which was provided
     by Amexco to Licensor

          ON-SITE TRAINING DAILY RATE AT LICENSOR FACILITY FOR CUSTOMIZED
          ---------------------------------------------------------------
          PRODUCT TRAIN THE TRAINER OR OTHER CUSTOMIZED TRAINING PROGRAM AS ANY
          ---------------------------------------------------------------------
          SUCH TRAINING PROGRAM IS MUTUALLY AGREED TO BY AMEXCO AND LICENSOR
          ------------------------------------------------------------------


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                     - 42 -


     $[**] per person per day

INCREASE IN FEES OVER TIME
--------------------------

Licensor may increase any of the fees set forth in this Exhibit D by [**]%
                                                        ---------
(increase based upon total price) per annum (including without limitation
Warranty Fees, Maintenance Fees and Maintenance Fee renewals) commencing one
year from the Effective Date of the Agreement upon [**] ([**]) days written
notice.  Licensor shall send a copy of the revised Exhibit D to Amexco with such
                                                   ---------
notice.  Revisions to Exhibit D shall not affect any fees, charges or prices on
                      ---------
Schedules entered into prior to the effective date of such revision for items
ordered under that previously existing Schedule.

INTERNATIONAL UPLIFT PRICING
----------------------------

Notwithstanding anything in this Schedule to the contrary, to the extent that
the Product is being installed at a site outside of the US, the Bill Type
Implementation is being used with respect to a Product installed at a site
outside the US or the Warranty or Maintenance and Support Services are being
performed outside of the US, then all related pricing shall be increased by
[**]% of what the price would have otherwise been under this Schedule.

ADDITIONAL GENERAL PRICING TERMS
--------------------------------

All pricing and payments are in US dollars.  Amexco is responsible for Taxes as
described in Article 11 of the Agreement along with shipping and handling
charges.


----------
[**] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
     TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED.