<PAGE>

                                                                   EXHIBIT 10.19

                                   DRAFT ONLY

                          VALUE ADDED PARTNER AGREEMENT


                                     BETWEEN

                         XACCT TECHNOLOGIES (1997) LTD.

                                       AND

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


<PAGE>

                          VALUE ADDED PARTNER AGREEMENT

                                     BETWEEN

                         XACCT TECHNOLOGIES (1997) LTD.

                                       AND

SECTION    TITLE                                                            PAGE
-------    -----                                                            ----
           RECITALS............................................................1
1.         DEFINITIONS.........................................................2
2.         OWNERSHIP AND ADMINISTRATION OF PRODUCT.............................3
3.         LICENSE GRANT.......................................................3
4.         PRICING, PAYMENT TERMS AND TAXES....................................4
5.         VALUE ADDED PARTNER RESPONSIBILITIES................................5
6.         XACCT RESPONSIBILITIES..............................................6
7.         ORDERS..............................................................7
8.         TERM AND TERMINATION................................................7
9.         RELATIONSHIP OF THE PARTIES.........................................8
10.        CONFIDENTIAL INFORMATION............................................9
11.        TRADEMARKS AND SERVICEMARKS.........................................9
12.        WARRANTY, LIABILITY, AND DISCLAIMERS...............................10
13.        INDEMNIFICATION....................................................10
14.        COMPLIANCE WITH APPLICABLE LAWS....................................10
15.        GOVERNMENT MATTERS.................................................11
16.        ENFORCEMENT OF AGREEMENT...........................................11
17.        NOTICE.............................................................11
18.        CONSTRUCTION AND INTERPRETATION....................................12
19.        NO OTHER RIGHTS....................................................12
20.        ENTIRE AGREEMENT...................................................12


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This non-exclusive value added partner agreement ("Agreement") with an Effective
Date commencing on the latest date appearing next to the parties' signatures, is
made by and between  XACCT  Technologies  (1997)  Ltd.,  an Israeli  corporation
("XACCT")  with its principal  place of business at 31 Lechi Street,  Bnei Brak,
Israel 51200,  and                      ,  a company  existing under the laws of
              (the   "VAP")   with   its   principal   place  of   business   at
                                   , and contains the terms and conditions under
which XACCT and the VAP shall co-operate as detailed herein.

The following  Exhibits are included  herein by reference  and/or  attachment as
integral parts of this Agreement:

- Exhibit A Discounts, Price List, and Payment Terms

- Exhibit B XACCT Technologies (1997) Ltd. End-user License Agreement

- Exhibit C XACCT Second-line Support Services, Training and Product Maintenance
  Services

- Exhibit D Certain Terms and Conditions of XACCT Licensors

- Exhibit E [EXTENDED PRODUCT MAINTENANCE AND SUPPORT PROGRAM]

In  consideration  of the  promises and  covenants  hereinafter  set forth,  the
parties agree as follows:

1.       Definitions

1.1    CONFIDENTIAL INFORMATION: means: all items identified as being
confidential by the disclosing party, including: (i) any portion of the Product,
in object and source code form, and any related technology, ideas, algorithms or
any trade secrets; (ii) XACCT's business or financial information and plans; and
(iii) the terms of this Agreement. "Confidential Information" will not include
information that the receiving party can show: (a) is or becomes generally known
or publicly available through no fault of the receiving party; (b) is known by
or in the possession of the receiving party prior to its disclosure, as
evidenced by business records, and is not subject to restriction; (c) is
lawfully obtained from a third party who has the right to make such disclosure
(d) is disclosed by the VAP as part of the business plan, monthly reports and
details disclosed to XACCT pursuant to Section 5.3 (End-user Details).

1.2      DOCUMENTATION: means  any user  documentation,  on any  media,
provided  by XACCT or its  licensors  for use with the Products.

1.3      CHANNELS: means XACCT  approved,  agents,  vaps,  vars or system
integrators  acting as integrators of the Product in conformity with the terms
and subject to the conditions of this Agreement.

1.4      END-USER: means the person or entity that agrees to the terms of the
End-user  License  Agreement and is authorized to access and use the Product.

1.5      END-USER LICENSE  AGREEMENT: means the shrink-wrap and electronic
End-user license agreements provided by XACCT and included with each copy of the
Product, current versions of which are attached hereto as Exhibit B.

1.6      FRONT-LINE  SUPPORT  SERVICES: means the support services provided by
the VAP to its Channels and/or to its End-users, in the configuration,
operation, and diagnosing of reported problems associated with Products.

1.7      LICENSE KEY: means the code provided to the End-user by XACCT or
through the VAP for activation of the Product.


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1.8      PRODUCTS: means copies of the XACCT  computer  software  programs which
are licensed in object code form and identified latest available Price List
including any error corrections and updates provided by XACCT or its licensors.
The Price List available at the time of the execution of this Agreement is set
forth in Exhibit A.

[1.9    PRODUCT MAINTENANCE PROGRAM: MEANS THE XACCT SERVICES PROVIDED PURSUANT
TO AN END-USER UPON THE PAYMENT OF THE APPLICABLE ANNUAL FEES DUE TO BECOME A
MEMBER OF THE XACCT EXTENDED PRODUCT MAINTENANCE AND SUPPORT PROGRAM, AS MAY BE
OFFERED FROM TIME TO TIME BY XACCT. THE CURRENT PRODUCT MAINTENANCE SERVICES
BEING OFFERED BY XACCT ARE SET FORTH IN EXHIBIT E AND ARE SUBJECT TO
MODIFICATION FROM TIME TO TIME. TO BE DISCUSSED]

1.10   SECOND-LEVEL SUPPORT SERVICES: means the XACCT second-level  support
services for the Products provided to the VAP in accordance with the terms set
forth in Exhibit C.

1.11     TERRITORY: means with respect to a specific Product or category of
Products, the European Union.

2. OWNERSHIP AND ADMINISTRATION OF PRODUCT

2.1    OWNERSHIP AND RETENTION OF RIGHTS.  The VAP acknowledges  that XACCT, or
its licensors, own and shall retain all right, title and interest in and to: (i)
the Products (including all copies and derivative works thereof, by whomever
produced), and Documentation, including all intellectual property rights
embodied therein (including but not limited to, translations of Documentation or
marketing materials); (ii) all of the service marks, trademarks, trade names or
any other designations, and (iii) all copyrights, patent rights, trade secret
rights, and other proprietary rights in the Products and the VAP shall have no
rights with respect thereto other than the rights expressly set forth in this
Agreement.

2.2    PRODUCT ACTIVATION. XACCT employs a License Key which  enables use of the
Products. Products are shipped disabled and require a License Key for
activation. XACCT administers the generation and distribution of License Keys.
The Product packaging may include a code (certificate key) that can be used by
the End-user or THE VAP to obtain a temporary License Key for evaluation
purposes. If the End-user decides to purchase a license to use the Product and
XACCT in its sole discretion accepts the order subject to the terms and upon the
conditions hereof, XACCT then supplies either the End-user directly or through
the VAP, a License Key to allow the End-user to activate the ordered Products.

2.3    ADMINISTRATION OF PRODUCTS. XACCT may include on the media with the
Products additional computer programs which are not currently licensed for use
by either the VAP or End-user and to which the License Key will not permit
access. Inclusion of such additional computer programs in no way implies a
license from XACCT and access or use of such programs is strictly prohibited
unless the License Key provided by XACCT specifically authorizes such access and
use.

3.  LICENSE GRANT

3.1    LICENSE TO DISTRIBUTE PRODUCTS. Subject to the terms and conditions of
this Agreement XACCT hereby grants to the VAP:

3.1.1    a revocable, non-exclusive, non-transferable, license, in the Territory
only, to market, distribute (on the basis of the End-user License Agreement),
and install the Products and associated Documentation but only to End-users;

3.1.2    a revocable, non-exclusive, non-transferable, license, in the Territory
only, to market and distribute the shrink wrapped versions of the Products and
associated Documentation, but only to the XACCT approved Channels and XACCT
approved End-users, provided, however, that the VAP enters into a written
agreement with each such Channel which contains provisions on confidentiality
and proprietary rights protections, Product use restrictions, indemnities,
liability limitations and warranty disclaimers which are at least as protective
of XACCT and its licensors


                                     Page 3

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as those provisions contained in this Agreement including the Exhibits hereto as
may be modified from time to time by XACCT or its licensors. Any and all
Channels distributing the Product must be pre-approved by XACCT in writing.
XACCT expressly reserves the right to refuse approval of any Channel or End-user
without providing reasons to the VAP. XACCT expressly reserves the right to
require Channels to pass the XACCT training program prior to approving a
Channel. In each case described in this Section 3.1.2 the ultimate End-user
License Agreements for the Products shall between XACCT and the End-user. Each
copy of the Product that is not directly delivered to the End-user shall be
delivered to the VAP in a package (the "Package" containing the End-user
license(s) and the user manual for such Product(s). The VAP and/or any Channel
thereof shall deliver the whole and unopened Package to the End-user unless
XACCT agrees in writing for the specific integration of the Product(s) by the
VAP and/or its Channels in a mutually agreed upon integration. The VAP shall use
its best efforts to ensure that end-users who have licensed XACCT Products
through the VAP, or through its Channels, comply with the terms and conditions
set forth in the XACCT End-user License Agreements for the XACCT Products, as
may be applicable from time to time.

3.1.3    a revocable, non-exclusive, non-transferable, license, in the Territory
only, to demonstrate to, and to use Products to train and provide Front-line
Support Services to its Channels or End Users in accordance with the policies in
effect from time to time.

3.2    RESTRICTIONS ON USE. The VAP agrees:  (i) not to create or attempt to
create by reverse engineering, disassembly, decompilation or otherwise, the
source code, internal structure, or organization of the Products, or any part
thereof, from any object code or information that may be made available to it,
or aid, abet or permit others to do so; (ii) not to remove any Product
identification or notices of any proprietary or copyright restrictions from the
Product or any support material; (iii) except for archival or back-up copies,
not to copy the Product, develop any derivative works thereof or include any
portion of the Product in any other software program; and (iv) not to provide
use of the Products in a computer service business, rental or commercial
timesharing arrangement.

Nothing in this Agreement is intended to grant any rights to the VAP under any
patent or copyright of XACCT. The VAP acknowledges that XACCT, or its licensors,
own and shall retain all right, title and interest in and to: (i) the XACCT
Products (including all copies and derivative works thereof, by whomever
produced), and documentation, including all intellectual property rights
embodied therein (including but not limited to, translations of documentation or
marketing materials); (ii) all of the service marks, trademarks, trade names or
any other designations, and (iii) all copyrights, patent rights, trade secret
rights, and other proprietary rights in the products and the VAP shall have no
rights with respect thereto other than the rights expressly set forth herein.

3.3    DOCUMENTATION  LICENSE. XACCT hereby grants the VAP a revocable,
non-exclusive, non-transferable, license to use the Documentation and to make a
reasonable number of copies of the Documentation solely for its own internal
business purposes to support VAP's use of the Product in accordance with Section
3.1.

3.4    PROPRIETARY  NOTICES. The VAP must reproduce and include the  copyright
notices and any other notices that appear on the original copy of a Product or
Documentation on any copies made by the VAP on any media.

4.  PRICING, PAYMENT TERMS AND TAXES

4.1    PRICE. The VAP will pay to XACCT the suggested list price specified in
Exhibit A less the applicable discount specified in Exhibit A for all Products,
Second-Level Support Services and Product Maintenance Services ordered during
the term of this Agreement as may be modified from time to time upon thirty (30)
days notice. All prices are expressed in U.S. dollars.

4.2    PAYMENT TERMS. The VAP shall pay all invoices as per the payment terms as
set forth in Exhibit A.

4.3    RESALE  PRICE. The VAP is free to determine its own prices for the
integration of the Products and Front-line Support Services. XACCT's current
price list shows suggested End-user prices only. No employee or


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representative of XACCT has any authority to dictate or in any way inhibit the
VAP's pricing discretion with respect to the Products.

4.4    TAXES. The VAP shall bear and be responsible for:

4.4.1    the payment of all taxes in the Territory associated with the purchase
or license of any Product or Second-Level Support Services or Product
Maintenance Services, fees, duties or other amounts, however designated,
including value added and withholding taxes which are levied or based upon such
charges, or upon this Agreement. Taxes related to Products, Second-Level Support
Services and Product Maintenance Services purchased or licensed pursuant to this
Agreement shall be paid by the VAP or VAP shall present an exemption certificate
acceptable to the taxing authorities, and

4.4.2    keeping all records and/or impounding or paying all taxes (e.g.,
national, local, self employment tax, foreign tax withholding, etc.) and any
other charges required by and imposed by any taxing authority on payments to the
VAP's employees or agents.

5.  THE VAP RESPONSIBILITIES

5.1    CREDIT APPLICATION. The VAP shall, as a condition of this Agreement,
supply such credit and other financial details as may be requested by XACCT from
time to time.

5.2    PROMOTION OF PRODUCT. The VAP shall use its best efforts to: (i)
successfully  promote,  and solicit  orders for, the  Products,  the  Front-line
Support  Services and the Product  Maintenance  Services on a continuing  basis;
(ii)  comply  with  good  business   practices  and  all  applicable   laws  and
regulations;  and (iii)  diligently  perform all other duties as mutually agreed
upon herein.

5.3    END-USER DETAILS. Prior to the acceptance of any order by XACCT, the VAP
shall first disclose sufficient details on the identity of the proposed
End-user, including but not limited to: the name and details of the End-user
organization or entity, name of contact person, address, telephone, fax and
e-mail numbers and such other details as XACCT may reasonably request from time
to time.

5.4    PROVIDING FRONT-LINE SUPPORT SERVICES. As between XACCT and the VAP,
the VAP shall be responsible for the installation of Products, assisting
End-users in reaching optimal performance of and resolving problems with the
Products, and instruction of the VAP's Channels in the use of the Products.

5.4.1    At a minimum, the VAP shall be able to: (i) answer general
pre-licensing and post-licensing questions, including but not limited to
questions, and (ii) perform installation and configuration of the system, and

5.4.2    The VAP and its Channels are solely responsible for any and all
integration services and any third party product(s) integrated or supplied
therewith.

5.5    COMPLIANCE WITH LAWS. The VAP shall be solely responsible for complying
with the laws and regulations applicable in the Territory, or any nation, or
political subdivision thereof, in which it engages in business in performing its
responsibilities hereunder. The VAP will bear all expenses and costs related to
compliance with such laws and regulations.

5.6    END-USER LICENSE. The VAP shall ensure that XACCT's End-user License
Agreement is not tampered with or removed from the Product, and in all cases is
delivered with every Product.

5.7    MAINTENANCE OF QUALIFIED INDIVIDUALS. The VAP shall, at its expense,
retain a minimum of one (1) qualified technical support person at each The VAP
office, who will: (i) maintain the integrity of the Product; and (ii)


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provide Front-line Support Services to the VAP's Channels. The VAP shall also
provide one sales support person who will act as the VAP's liaison for all
technical and other communications with XACCT .

5.8    TRAINING. The VAP shall, at its own cost and expense, register and send
its qualified individuals and other application and/or sales engineers for
training on an as required basis as detailed in Exhibit C. Attendance at the
initial training and any major update, new feature or new Product training shall
be a condition for the continuation of this Agreement. The receipt of training
by the VAP shall not modify or limit any of the VAP's obligations under this
Agreement.

5.9    PROBLEM RESOLUTION. The VAP shall keep XACCT informed on a regular basis
as to any problems encountered with the Products and as to any resolutions
arrived at for those problems. The VAP shall communicate promptly to XACCT any
and all modifications, design changes or improvements to the Products suggested
by any entity or person to the VAP. The VAP further agrees that XACCT shall
acquire any and all right, title and interest in and to such suggested
modification, design changes or improvements of the Products without the payment
of any additional consideration to the VAP, its employees, its agents, or to any
other entity or person.

[5.10  BUSINESS PLAN. WITHIN THIRTY (30) DAYS FOLLOWING THE EFFECTIVE DATE OF
THIS AGREEMENT, THE VAP SHALL PROVIDE XACCT WITH A BUSINESS PLAN, IN FORM AND
CONTENT REASONABLY SATISFACTORY TO XACCT. THE BUSINESS PLAN AT MINIMUM SHALL
INCLUDE AN ANNUAL FORECAST OF SALE OF LICENSES TO THE PRODUCT AND THE STEPS THAT
THE VAP SHALL TAKE TO ACHIEVE THIS FORECAST. THE VAP SHALL USE ITS BEST EFFORTS
TO FOLLOW THE BUSINESS PLAN AND ACHIEVE THE SALES FORECASTS. XACCT MAY REQUEST
MODIFICATIONS TO SUCH BUSINESS PLAN PRIOR TO ACCEPTANCE. THE BUSINESS PLAN, WHEN
ACCEPTED BY XACCT, SHALL BE INCORPORATED INTO AND DEEMED A PART HEREOF. IN THE
EVENT OF ANY FAILURE BY THE VAP TO PROVIDE A SATISFACTORY BUSINESS PLAN IN A
TIMELY MANNER OR TO MEET THE TERMS OF SUCH BUSINESS PLAN, OR IN THE EVENT OF ANY
FAILURE TO PROVIDE FULL AND ACCURATE INFORMATION, XACCT MAY, IN ADDITION TO
OTHER REMEDIES AVAILABLE TO IT, SUSPEND THE RIGHT OF THE VAP TO MARKET XACCT
PRODUCTS AND SERVICES OR TERMINATE THIS AGREEMENT. THE VAP SHALL SUBMIT AN
ANNUAL BUSINESS PLAN THIRTY (30) DAYS PRIOR TO THE ANNUAL TERMINATION DATE OF
THIS AGREEMENT. ]

5.11   MONTHLY REPORTS. The VAP shall provide monthly reports detailing the sale
of licenses, pipe-line (queue) status , and prospect status (including
failures). The failure of the VAP to provide such monthly reports in a timely
manner shall be deemed a material breach of this Agreement. As part of the
monthly reports the VAP shall disclose its relationships or pending
relationships with competitors of XACCT.

5.12   COMPLIANCE. The VAP shall perform such acts and effectuate such documents
as reasonably requested by XACCT or its licensors to ensure compliance by the
VAP with the terms and conditions of this Agreement.

5.13   XACCT LICENSORS. The VAP agrees and undertakes to abide by the terms of
conditions of Exhibit E, which may detail, from time to time, certain terms and
conditions required by XACCT's licensors in relation to this Agreement or the
Products.

6.  XACCT RESPONSIBILITIES

6.1    XACCT SECOND-LEVEL SUPPORT. During the term of this Agreement, subject to
XACCT pre-certifying the VAP as a qualified provider of front line support
services, and in consideration of payment for Second-Level Support Services by
the End-user as may be specified in Exhibit A from time to time, XACCT agrees in
such case to use its diligent commercial efforts to provide Second-Level Support
Services to the VAP, as specified in Exhibit C from time to time.

6.2    MARKETING MATERIALS. XACCT will make available to the VAP, at its then
prevailing value added partner rates, such marketing, promotional or other sales
materials as XACCT may create and deem useful to assist the VAP in its marketing
efforts with respect to the Products. The prices for such marketing materials as
are set forth in Exhibit A subject to modification from time to time.


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An  initial  minimum  number of copies of  certain  marketing  materials  may be
provided  to the VAP at no cost  other than  reasonable  freight,  shipping  and
insurance upon approval of XACCT's Regional Sales Manager.

6.3    TRAINING. XACCT will use diligent commercial efforts to ensure that
training is available to the VAP in the sales, installation, use, operation and
support of the Products as detailed in Exhibit C hereto as may be modified from
time to time.

7.  ORDERS

7.1    PURCHASE ORDERS. All orders are subject to acceptance by XACCT. Nothing
contained in any purchase order, acknowledgment, or invoice shall in any way
modify the terms or add any additional terms or conditions to this Agreement;
provided, however, that such standard variable terms as quantity, delivery date,
shipping instructions and the like, as well as tax exempt status, if applicable,
shall be specified on each purchase order or acknowledgment. Purchase orders may
be placed by fax, with a hard copy follow-up.

7.2    DELIVERY. XACCT shall acknowledge its acceptance of an order along with
an estimation of freight, insurance and other charges to be borne solely by the
VAP. Upon acceptance of an order by XACCT and the satisfaction of all XACCT
prerequisites prior to delivery, XACCT shall arrange delivery to the VAP, by
full or partial shipment, FCA XACCT's dock, the Product, Documentation, or
marketing materials as appropriate. XACCT will make reasonable efforts to meet
the estimated delivery date but shall not be liable for any failure to deliver
for causes beyond its control. The VAP shall be responsible for all shipping,
freight, handling, insurance and other charges, customs and duties. The VAP
agrees to indemnify XACCT for any and all costs, fees and expenses incurred or
accruing upon XACCT in relation to the shipment or delivery of the Products.
Unless given written instruction, XACCT shall select the carrier. Delivery will
be deemed complete and risk of loss or damage to the Products will pass to the
VAP upon delivery to the first carrier. In no event shall XACCT have any
liability in connection with shipment, nor shall the carrier be deemed to be an
agent of XACCT.

7.3    CANCELLATION. In the event the VAP cancels a previously accepted order
within seven (7) days prior to shipment, XACCT reserves the right to assess
cancellation charges. Such cancellation charges shall not be punitive in nature
and shall only cover XACCT's expenses in re-directing such canceled order.

7.4    THE VAP'S ACCEPTANCE OF ORDERS. The VAP shall not accept orders in
XACCT's name nor under terms varying from those established herein.

8.  TERM AND TERMINATION

8.1    TERM. Unless earlier terminated this Agreement is for a period of twelve
(12) months commencing on the Effective Date, renewable for additional terms of
twelve months subject in every case to section 8.3 below. This Agreement will
not become effective until such time as the VAP has purchased a Demo Package as
described in Exhibit C hereto.

8.2    TERMINATION FOR CAUSE. Either party has the right to terminate this
Agreement if the other party breaches or is in default of any obligation
hereunder, including the failure to make any payment when due, which default is
incapable of cure or which, being capable of cure, has not been cured within
thirty (30) days after receipt of written notice from the non-defaulting party
or within such additional cure period as the non-defaulting party may authorize
in writing.

8.3    TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement
for convenience by giving a sixty (60) day written notice to the other party.


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8.4    TERMINATION FOR BANKRUPTCY. XACCT may terminate this Agreement upon the
filing by or against the VAP of any action under any applicable bankruptcy or
insolvency law, which is not dismissed or otherwise favorably resolved within
thirty (30) days of such event.

8.5    ADDITIONAL CAUSE FOR TERMINATION. In addition to the aforementioned,
XACCT may terminate this Agreement with immediate effect if the VAP:

8.5.1    fails to secure or renew any license, permit authorization or approval
for the conduct of its business with respect to the Products; or

8.5.2    challenges, assists a third party in challenging, or fails to assist
XACCT in enforcing XACCT's right, title or interest in and to XACCT intellectual
property asserted in this Agreement.

8.6    EFFECTS OF TERMINATION. Upon termination or expiration of this Agreement
for any reason whatsoever, the VAP shall immediately: (i) cease all use of
Products and Documentation; (ii) discontinue any use of the name, logo,
trademarks, servicemarks or slogans of XACCT and the trade names of any
Products; (iii) discontinue all representation or statements from which it might
be inferred that any relationship exists between the VAP and XACCT; (iv) cease
to promote, solicit orders for or procure orders for Products (but will not act
in any way to damage the reputation or goodwill of XACCT or any Product); and
(v) return all Product, Confidential Information and related materials to XACCT.

8.7    CONTINUATION OF SUPPORT UPON TERMINATION. Notwithstanding anything to the
contrary in Section 8.6, and provided that the VAP is not in breach of this
Agreement, XACCT and the VAP will continue their obligations to each other for
the purposes of providing Front-line Support Services to the VAP's Channels for
up to two (2) months after the termination of this Agreement. The VAP may use
the Products and other related materials necessary for such Front-line Support
Services during such two (2) month period. The VAP shall be responsible for
advising its Channels of the upcoming termination of Front-line Support Services
and redirecting them to either XACCT or alternate XACCT service providers as may
be designated from time to time by XACCT. Upon the VAP's fulfillment of its
obligations to its Channels pursuant to this Section 8.7, the VAP shall cease
representing itself as a service provider for Products.

8.8    NO HARM UPON TERMINATION. Except as otherwise expressly provided herein,
upon the expiration or termination of this Agreement the VAP shall not be
entitled to, and to the fullest extent permitted by law waives, any statutorily
prescribed or other compensation, reimbursement or damages for loss of goodwill,
clientele, prospective profits, investments or anticipated sales or commitments
of any kind.

8.9    RESPONSIBILITIES UPON TERMINATION. Nothing in this Agreement will affect:
(i) the rights and liabilities of either party with respect to Products licensed
to End-users prior to termination; (ii) any indebtedness then owing by either
party to the other, or (iii) any liability for damages resulting from an
actionable breach.

8.10   SURVIVAL OF TERMS. The following terms shall survive any expiration or
termination of this Agreement: Sections: 2.1 Ownership and Retention of Rights;
3.2 Restrictions on Use; 4. Pricing and Payment Terms; 8. Term and Termination;
10. Confidential Information; 11.4 Defense of Trademarks; 12. Warranty,
Liability, and Disclaimers; and 13.Indemnification.

9.  RELATIONSHIP OF THE PARTIES

9.1    INDEPENDENT CONTRACTORS. The relationship of XACCT and the VAP
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed: (i) to give either party the
power to direct or control the day-to-day activities of the other, or (ii) to
constitute the parties as partners, joint venturers, co-owners or otherwise as
participants in a joint or common undertaking. XACCT is in no manner


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associated with or otherwise connected with the actual performance of this
Agreement on the part of the VAP, nor with the VAP's employment of other persons
or incurring of other expenses.

9.2    VAP'S EMPLOYEES. It is understood that the VAP is solely responsible for
all of its employees and agents, its labor costs and expenses arising in
connection therewith and for any and all claims, liabilities or damages or debts
of any type whatsoever that may arise on account of the VAP's activities, or
those of its employees or agents in the performance of this Agreement.

9.3    NON-EXCLUSIVE RELATIONSHIP. Nothing in this Agreement shall be construed
as limiting XACCT's marketing or distribution activities or its appointment of
other dealers, agents, value added partners, resellers, licensees or agents of
any kind in any place.

10.  CONFIDENTIAL INFORMATION

10.1   PROTECTION OF CONFIDENTIAL INFORMATION. Each party will protect the
other's Confidential Information from unauthorized dissemination and use the
same degree of care that such party uses to protect its own highly confidential
information. Neither party will disclose to third parties the other's
Confidential Information without the prior written consent of the other party.
Neither party will use the other's Confidential Information for purposes other
than those necessary to directly further the purposes of this Agreement.

10.2    NOTIFICATION OF EMPLOYEES. Each employee or agent of the VAP, performing
duties hereunder, shall be made aware of this Agreement and shall be bound, in
writing, to comply with its terms and conditions including confidentiality.

10.3    NO COMPETE. The VAP undertakes that due to its access to confidential
and proprietary information as a result of this Agreement that it will not
develop, either directly or indirectly, a competitive product to that of XACCT's
without first informing XACCT thereof subject further to, and without derogating
from, the terms and conditions of this Agreement.

11.  TRADEMARKS AND SERVICEMARKS

11.1   AUTHORIZED USE OF TRADEMARKS. During the term of this Agreement, the VAP
shall market the Products under the trademark or service marks (the "Marks")
placed on the Products or otherwise used with respect to the Products by XACCT.
XACCT reserves the right to change its Marks at any time. All advertising and
other materials in which the Marks are used shall be subject to the prior
written approval of XACCT. The VAP shall not add or attach to the Product or its
packaging any label, marking or information that has not been approved in
advance by XACCT in writing. Whenever the Marks are used, VAP shall indicate
that such Marks are the property of XACCT or its licensors. The VAP shall have
the right to indicate to the public that it is an authorized the VAP of the
Products and use (within the Territory) the Marks to advertise and identify such
XACCT Products. XACCT shall have the right to audit the VAP's use of the Marks
for such purposes and require the VAP to modify such use as may be required by
XACCT.

11.2    VAP MARKS. The VAP shall use no trademarks, trade names, service marks
or other proprietary indicia in association with the Products other than the
Marks, including, without limitation, any trademark or tradename owned by the
VAP.

11.3   RIGHTS IN TRANSLATED MARKETING OR OTHER TRANSLATED MATERIALS. The VAP
shall not allow or permit the translation of XACCT's Documentation or marketing
materials without the prior written consent of XACCT. The use of any and all
translated materials shall be submitted to XACCT for XACCT's written approval
prior to use. In such case as such consent is granted any and all intellectual
property rights in and to such translated materials shall be deemed "works for
hire" on behalf of XACCT with any and all intellectual property rights therein
and thereto passing to solely to XACCT, including but not limited to any claim
of moral or other rights in the


                                     Page 9
<PAGE>

translations. The VAP agrees that it or its translators shall effectuate any and
all documents required to achieve the intent of this Section 11.3.

11.4   Defense of Trademarks. The VAP will not at any time challenge, or assist
others in challenging, XACCT's Marks or other proprietary rights, or do, cause
to be done, or tolerate any act or thing contesting or in any way impairing or
tending to impair any said right, title, and interest of XACCT.

12.  WARRANTY, LIABILITY, AND DISCLAIMERS

12.1   WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTY MADE DIRECTLY TO END-USERS
IN EXHIBIT B (AS MODIFIED BY THE NEXT SENTENCE) XACCT MAKES NO WARRANTIES WITH
RESPECT TO ANY PRODUCT, LICENSE OR SERVICE AND DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND
ANY WARRANTIES OF NONINFRINGEMENT. THE VAP WILL HANDLE AND BE RESPONSIBLE FOR
ALL WARRANTY RETURNS FROM ITS CHANNELS AND WILL BE ENTITLED TO (AND ONLY TO)
CREDIT FOR AMOUNTS PAID TO XACCT FOR PROPERLY RETURNED, AS SPECIFIED IN EXHIBIT
C, COPIES OF THE PRODUCTS THAT ARE NOT REPLACED.

12.2   LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
OR OTHERWISE, XACCT WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR: (i) ANY AMOUNTS IN EXCESS OF THE PRICE PAID TO XACCT
WITH RESPECT TO THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE
MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; OR (ii) ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED; OR (iii) DAMAGES FOR LOST
PROFITS OR LOST DATA; OR (iv) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
TECHNOLOGY OR SERVICES. Notwithstanding anything to the contrary herein, XACCT
does not seek to limit its liability in the event death and personal injury as a
result of its negligence.

12.3   DISCLAIMER OF OTHER REPRESENTATIONS. All representations made or
agreements executed by the VAP pursuant to this Agreement shall be the VAP's
sole responsibility. Furthermore, each such agreement shall contain an
acknowledgment by any third party that it is not relying on any representations
or warranties made by XACCT except for those warranties expressly made in
XACCT's End-user License Agreement.

13.  INDEMNIFICATION

13.1   INDEMNIFICATION BY THE VAP. The VAP and each of its Channels shall, in
each case, jointly and severally indemnify and hold XACCT and its licensors
harmless from and against any and all claims, liabilities, losses, damages or
judgments, including all legal fees and expenses related thereto: (i) that arise
from or are connected with the VAP's or any of its Channels' modification, use
or distribution of the Products not in strict accordance with this Agreement;
(ii) any misrepresentation or any breach of any warranty, covenant or agreement
on the part of the VAP or any of its Channels; or (iii) from any third party
claim or action against XACCT for injuries or damage to persons or property
caused or claimed to have been caused by the negligent acts or omissions of the
personnel of the VAP or any of its Channels while in the course of performing
work under this Agreement.

14.  COMPLIANCE WITH APPLICABLE LAWS

14.1   EXPORT AND IMPORT CONTROLS. The VAP acknowledges that the Products and
the technical data received from XACCT in accordance with the terms hereunder
may be subject to Israeli, or Territory export and import controls, and in the
performance of its obligations the VAP shall at all times strictly comply with
all laws,


                                    Page 10
<PAGE>

regulations and orders, and agrees to commit no act which, directly or
indirectly, would violate any Israeli or Territory law, regulations or orders.

14.2   AUTHORIZATIONS. The VAP shall, at its own expense, make, obtain, and
maintain in force at all times during the term of this Agreement, all filings,
registrations, reports, licenses, permits and authorizations (collectively
"Authorizations") required under applicable law, regulation or order required
for VAP to perform its obligations under this Agreement.

15.  GOVERNMENT MATTERS

15.1   GOVERNMENT USE. The VAP represents that it is not a government agency nor
is it obtaining any XACCT material under this Agreement pursuant to or for the
benefit of a government contract or with government funds. If the VAP is using
or distributing any XACCT material or Product to or on behalf of any unit or
agency of any government, then the VAP will ensure that such government's use of
those items is governed by the End-user limitations and restrictions set forth
in the End-user License Agreement.

16.  ENFORCEMENT OF AGREEMENT

16.1   GOVERNING LAW. This Agreement shall be exclusively governed by the laws
of the State of Israel, as applied to agreements entered into and to be
performed entirely within Israel between Israeli residents, without regard to
the principles of conflict of laws or the United Nations Convention on Contracts
for the International Sale of Goods.

16.2   JURISDICTION. Any action arising under or relating to this Agreement
shall be brought solely in the appropriate court of Tel-Aviv, Israel. The
parties hereto consent to the exclusive jurisdiction of the courts specified
above, and expressly waive any objection to the jurisdiction or convenience of
such courts.

16.3   ASSIGNMENT. This Agreement may not be assigned by the VAP without the
prior written consent of XACCT. Assignment includes any direct or indirect
change in the ownership or control of the VAP. XACCT may transfer its rights or
perform its obligations hereunder without the VAP's approval.

16.4   WAIVER. Failure by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or any other
provision.

16.5   INJUNCTIVE RELIEF. The parties agree that a breach of this Agreement
adversely affecting XACCT's intellectual property rights in the Products or
Documentation would cause irreparable injury to XACCT for which monetary damages
would not be an adequate remedy and XACCT shall be entitled to equitable relief
in addition to any remedies it may have hereunder or at law.

16.6   SEVERABILITY. If for any reason a court of competent jurisdiction finds
any provision of this Agreement, or portion thereof, to be unenforceable, that
provision of the Agreement will be enforced to the maximum extent permissible so
as to effect the intent of the parties, and the remainder of this Agreement will
continue in full force and effect.

16.7   FORCE MAJEURE. Except for the obligation to make payments, nonperformance
of either party shall be excused to the extent performance is rendered
impossible due to causes beyond such party's reasonable control.

17.  NOTICE


                                    Page 11

<PAGE>

17.1   NOTICES. Any notice, report, approval or consent required or permitted
hereunder shall be in writing and will be deemed to have been given if: (i)
delivered personally; (ii) mailed by registered air mail postage prepaid; or
(iii) sent by facsimile followed by a hard-copy confirmation, to the respective
addresses of the parties set forth below or as may be otherwise designated by
like notice from time to time.

IF TO XACCT:         XACCT TECHNOLOGIES (1997) LTD.
Lechi Street
Bnei-Brak, Israel
Attention:           VP International Marketing and Sales
Telephone:           972 3-_6180040___-_____
Facsimile            972-3- 5799798____-______


IF TO VAP:

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

---------------
Attention:
Telephone:
Facsimile:

18.  CONSTRUCTION AND INTERPRETATION

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

18.2   SECTION HEADINGS. The section headings contained herein are for
convenience of reference only and shall not be considered as substantive parts
of this Agreement. The use of the singular or plural form shall include the
other form and the use of the masculine, feminine or neuter gender shall include
the other genders.

18.3   INTERPRETATION. In construing or interpreting this Agreement, the word
"or" shall not be construed as exclusive, and the word "including" shall not be
limiting.

18.4   INTERPRETATION OF AGREEMENT. The parties agree that this Agreement shall
be fairly interpreted in accordance with its terms without any strict
construction in favor of or against either party and that ambiguities shall not
be interpreted against the drafting party.

19.  NO OTHER RIGHTS

19.1     Nothing contained in this Agreement shall be construed as conferring by
implication, estoppel or otherwise upon either party hereunder any license or
other right except the licenses, rights and uses expressly granted hereunder to
a party hereto.

20.  ENTIRE AGREEMENT.

20.1   ENTIRE AGREEMENT. The provisions of this Agreement, including any
Exhibits, constitutes the entire agreement between the parties with respect to
the subject matter hereof, and this Agreement supersedes all prior agreements or
representations, oral or written, regarding such subject matter. This Agreement
may not be modified or amended except in a writing signed by a duly authorized
representative of each party, except such sections as expressly stated may be
modified from time to time by XACCT or by its licensors.


                                    Page 12

<PAGE>


IN WITNESS  WHEREOF,  THE PARTIES  HAVE CAUSED THIS  AGREEMENT TO BE EXECUTED BY
THEIR DULY AUTHORIZED REPRESENTATIVES

XACCT TECHNOLOGIES (1997) LTD.                   THE VALUE ADDED PARTNER

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


------------------------------                   -------------------------------
(BY)ERIC GRIES                                   (BY)
PRESIDENT AND CEO
(Title)                                          -------------------------------
                                                 (Title)

------------------------------
(Date)                                           -------------------------------
                                                 (Date)

XACCT TECHNOLOGIES (1997)LTD.


------------------------------
(BY)DROR SOFER
VP INTERNATIONAL MARKETING AND SALES
(Title)

------------------------------
(Date)


                                    Page 13

<PAGE>

             EXHIBIT A DISCOUNT, PRICE LIST, PAYMENT TERMS AND QUOTA

PAYMENT

1.     Payment terms shall be net thirty (30) days from date of invoice. All
payments shall be made in US dollars by wire transfer (Swift). XACCT retains the
right to change payment terms upon prior notice to the VAP.

2.     In order to ensure that XACCT is paid for the Products licensed through
the VAP, XACCT shall retain any and all title and interest in the Products until
paid for in full by the VAP or by the End-user (whichever may be applicable).
XACCT authorises the VAP to arrange for licensing transactions in accordance and
subject to the XACCT End-user License Agreement relating to the Products in the
ordinary course of its business, subject to acceptance of any and all orders by
XACCT and provided that in such case, the VAP hereby assigns in advance to XACCT
any proceeds from the licensing of such Products.

3.     The VAP shall not be permitted to offset any credits or amounts owed to
it against amounts owed to XACCT, without prior written authorization by XACCT.

4.     Subject to the pre-certification of the VAP as a qualified provider of
front-line support, any payments for the XACCT Product Maintenance Programme
will be billed annually in advance and are payable within thirty (30) days of
receipt of XACCT's invoice at such rate as may be agreed by the parties from
time to time.

5.     XACCT may require  satisfactory  security as a condition  to any
alternative payment terms and XACCT shall have the right to require payment in
advance if it believes, in its sole discretion, that payment of any amount due
hereunder is or may become insecure.

6.     In the event that any invoice is not paid when due,  the VAP shall be
subject to a late fee at the rate of 1.5% per month on the outstanding amount or
the maximum rate permitted by law, whichever is less.

7.     Should the VAP be in arrears  in any  payment of monies due to XACCT,
XACCT may, in its sole discretion, withhold the acceptance of orders through the
VAP and in such case arrange payment or the delivery of an order directly with
and to End-users.

8.     The VAP is entitled to a 35% VAP  discount off of XACCT's VAP price list
that may be in effect from time to time. The VAP's target quota for direct sales
of XACCT Products or jointly developed or jointly bundled products related to
fraud management (if any) and/or agreed upon services the first year of this
Agreement is US$700,000 to be measured in terms of revenue to XACCT.

9.     Upon execution of this Agreement the VAP will purchase the XACCT Start-up
Kit (the "Start-up Kit") for $20,000 (plus any applicable value-added taxes or
duties) as more fully described hereunder. The Start-up Kit shall include a
non-exclusive revocable demonstration license (unlimited number of ISMs) for the
XACCTUSAGE product, to be installed at the VAP's network in               ;
installation services and training to assist in the installation of the
demonstration system; sales and pre-sales training at a scheduled training XACCT
course; and preliminary sales and marketing support from XACCT. XACCT will
provide up to three (3) days of on-site training to up to four members of the
VAP's technical support staff as part of the Start-up Kit purchased by the VAP.
The VAP shall promptly reimburse XACCT for any and all out-of-pocket expenses
incurred as a result of providing such training outside of Israel (including,
INTER ALIA: flights, accommodation and daily per diem). XACCT will, from time to
time, schedule and conduct training sessions, at its offices in Israel to which
it will invite qualified value added resellers, integrators, and distributors to
improve their sales and technical knowledge of XACCT products. The VAP will make
best efforts to send the appropriate persons to attend such training sessions.
There is no charge for the training session, however the VAP will bear all its
own costs and expenses related thereto.


                                    Page 14

<PAGE>

               EXHIBIT B XACCT TECHNOLOGIES (1997) LTD. END-USER
            LICENSE AGREEMENTS (SUBJECT TO CHANGE FROM TIME TO TIME)

                             [XIS- END-USER LICENSE]
                   [XACCTUSAGE] VERSION 3.__END-USER LICENSE]


                                    Page 15

<PAGE>

EXHIBIT C XACCT SECOND-LEVEL SUPPORT SERVICES, TRAINING AND PRODUCT SUPPORT
SERVICE


1.     Except as set forth in this Agreement, and expressly subject to the VAP
being pre-certified as a qualified provider of front line support services, the
VAP will be solely responsible for training and support of End-users who have
obtained licenses to use the Product in accordance with the terms and upon the
conditions of this Agreement including, inter alia, the End-user License
Agreement.

2.     The  VAP  agrees  that  such  training  and  support  shall  conform  to
the instructions and procedures as may be dictated by XACCT from time to time.

3.     XACCT MANDATORY VAP TRAINING.  XACCT will provide the VAP (including at
least one technical sales person, and one technical support person) from each
VAP with a minimum of 2 days of training and education at XACCT's facility in
Israel or such other location as XACCT may designate, at a mutually agreed upon
time, within 8 weeks from the Effective Date of this Agreement, or as may be
agreed between XACCT and the VAP. The purpose of the initial training is to
educate the VAP in the sales process, licensing, use and support of the Product.
The VAP shall be responsible for any and all the transportation and lodging
expenses incurred by its staff during the training course in Israel or at such
other location as XACCT may designate. XACCT will provide the initial training
to the VAP in Israel without charge as part of the start-up kit (the "Demo
Package") to be purchased by the VAP. The VAP may request that XACCT conduct a
training course at its site, and should XACCT agree to such request in its sole
discretion, the VAP shall bear any and all traveling, lodging, meals, shipment
and other reasonable expenses incurred by XACCT or its staff in connection with
such training. The satisfactory completion of the XACCT training course is a
mandatory pre-condition to the distribution of the Products pursuant to the
Agreement. The failure of the VAP to pass the training course as set forth above
shall be deemed a material breach of this Agreement. The VAP after completing
and passing the XACCT training course will be responsible for training its
Channels. XACCT retains the right to require Channels to be trained directly by
XACCT.

4.     NEW RELEASES: ADDITIONAL TRAINING. In the event XACCT issues a new major
release of the Product, XACCT agrees to provide the VAP's personnel with
additional training at the location and upon the terms and time schedule as
specified in the Section 3 of this Exhibit C above, and after such training
XACCT will permit the VAP's personnel to license and support the new version of
the Product subject to the terms and conditions of this Agreement.

5.     ADDITIONAL TRAINING, SUPPORT AND OTHER ASSISTANCE BY XACCT. The VAP may
request additional technical and sales training, educational or other
assistance, on a time and materials basis, at mutually agreed time and
locations. XACCT may provide such services on such terms and subject to such
conditions as it may deem appropriate, subject to the agreement of the VAP in
advance of such terms and conditions. The VAP undertakes to promptly reimburse
XACCT for all out of pocket expenses, including travel lodging and meals,
incurred in connection with the additional training of the VAP personnel.

6.  XACCT SECOND LEVEL SUPPORT SERVICES.

6.1    GENERAL. XACCT will provide certain Second-Level Support Services to the
VAP as may be necessary from time to time as further detailed herein. XACCT
shall attempt to respond to inquiries from the VAP's personnel (but not directly
from the End Users or the Channels) as set forth herein, and in such case as the
required assistance is reasonably deemed an issue of Front-line Support Services
XACCT may charge for such assistance on a time and materials basis.

6.2    COVERAGE. Subject to the terms and conditions hereof, XACCT will provide
certain Second-Level Support Services to the VAP for the Product.

6.3    SECOND-LEVEL SUPPORT SERVICES. Second-Level Support Services consist of
(a) Error Correction and Telephone Support provided to the technical support
contact concerning the installation and use of the then current release of
Product and the Previous Sequential Release and (b) Product updates that XACCT
in its discretion makes


                                    Page 16
<PAGE>

generally available. Product updates consist of one copy of published revisions
to the printed documentation and one copy of revisions to the machine readable
Product which are not designated by XACCT as products for which it charges a
separate fee.

6.4    TERM AND TERMINATION. Second-Level Support Services shall be provided on
a unit by unit basis for one year from the termination date of the 90 day
warranty provided under the applicable End-User License Agreement.  Second-Level
Support  Services  shall be extended for so long as the End-User pays the annual
fees for extended  Product  Maintenance and Support and is expressly  subject to
earlier termination as set forth in this Agreement.

       Either party may terminate  Second-Level Support Services at the end of
the original term or at the end of any renewal term by giving  written notice to
the other party at least forty-five (45) days prior to the end of such term. The
foregoing shall in no way, form or manner diminish or derogate  XACCT's right to
terminate the Agreement as set forth in the Agreement.

       XACCT may suspend or cancel Second-Level  Support Services if the VAP
fails to make  payment  in  accordance  with  this  Agreement  or  breaches  the
Second-Level  Support Services provisions and such breach is not remedied within
thirty  (30) days (10 days in the case of  non-payment)  after the VAP  receives
notice of the breach.

6.5    ERROR PRIORITY LEVELS. Subject to the payment of the Extended Product
Maintenance and Support Fees for the applicable period by the End-user
experiencing an Error, XACCT shall exercise commercially reasonable efforts to
correct any Error reported by the VAP in the current unmodified release of
Product in accordance with the priority level reasonably assigned to such Error
by XACCT.

         a)       Priority A Errors -

                  XACCT shall promptly commence the following procedures:

                  1.       assign XACCT engineers to correct the Error;

                  2.       provide the VAP with periodic reports on the status
                           of the corrections; and

                  3.       initiate work to provide the VAP with a Workaround or
                           Fix.

         b)       Priority B Errors -

                           XACCT shall exercise commercially  reasonable efforts
                           to include the Fix for the Error in the next regular
                           Product maintenance release.

         c)       Priority C Errors -

                  XACCT  may  include  the Fix for the  Error in the next  major
                  release of the Product.

        If XACCT believes that a problem reported by the VAP may not be due to
an Error in the Product, XACCT will so notify the VAP. At that time, the VAP may
(1) instruct XACCT to proceed with problem determination at its possible expense
as set forth below or (2) instruct XACCT that the VAP does not wish the problem
pursued at its possible expense. If the VAP requests that XACCT proceed with
problem determination at its possible expense and XACCT determines that the
error was not due to an Error in the Product, the VAP shall pay XACCT, at
XACCT's then-current and standard consulting rates, for all work performed in
connection with such determination, plus reasonable related expenses incurred
therewith. The VAP shall not be liable for (i) problem determination or repair
to the extent problems are due to Errors in the Product or (ii) work performed
under this paragraph in excess of its instructions or (iii) work performed after
the VAP has notified XACCT that it no longer wishes work on the problem
determination to be continued at its possible expense (such notice shall be
deemed given when actually received by XACCT). If the VAP instructs XACCT that
it does not wish the problem pursued at its possible expense or if such


                                    Page 17
<PAGE>

determination requires effort in excess of VAP's instructions, XACCT may, at its
sole discretion, elect not to investigate the error with no liability therefor.

6.6    EXCLUSIONS.

       XACCT shall have no obligation to support:

       1)       altered, damaged or modified Product or any portion of the
                Product incorporated with or into other software;

       2)       Product that is not the then current release or immediately
                Previous Sequential Release;

       3)       Product  problems  caused  by  the  VAP's  or  the  End-User's
                negligence, abuse or misapplication, use of Product other than
                as specified in the XACCT's user manual or other causes beyond
                the control of XACCT; or

       4)       Product is  installed  or used in  conjunction  with a Network
                Architecture other than the Licensed Configuration (as defined
                in the End-User  License  Agreement) as had been  disclosed to
                XACCT  at the  time of  entering  into  the  End-User  License
                Agreement by the End-User.

XACCT shall have no liability for any changes in End-User's Network Architecture
or components  thereof which may be necessary to use Product due to a Workaround
or maintenance release.

6.7    LIMITATION OF LIABILITY. XACCT's liability for damages from any cause of
action whatsoever relating to XACCT's agreement to provide support services
shall be limited to the amount paid by the VAP for the Second-Level Support
Services for the applicable year. XACCT's liability shall be further limited as
provided in the Distribution Agreement.

6.8    DEFINITIONS. Unless defined otherwise herein, capitalized terms used in
this Section 6 of Exhibit C shall have the same meaning as set forth in the
Distribution Agreement or in the End-User License Agreement as the case may be
appropriate.

         "Error"  means  an error  in  Product  to  comply  with  the  Product's
specifications  published  by XACCT at the time of the  first  execution  of the
End-user License.

         "Error  Correction" means the use of reasonable  commercial  efforts to
fix bugs or provide work arounds in accordance with the Error Priority Levels.

         "Fix"  means the repair or  replacement  of object or  executable  code
versions of Product to remedy an Error.

         "Previous  Sequential  Release"  means the release of Product which has
been  replaced  by a  subsequent  release of the same  Product.  Notwithstanding
anything else, a Previous Sequential Release will be supported by XACCT only for
a period of six (6) months after release of the subsequent release.

         "Priority A Error" means an Error which renders Product inoperative.

         "Priority B Error"  means an Error  which  substantially  degrades  the
performance of Product or materially restricts the VAP's use of the Product.

         "Priority C Error"  means an Error which  causes only a minor impact on
the End-User's use of Product.

         "Second-Level  Support Services" means XACCT second-level  support
services as described in Section 6.3 of this Exhibit C.


                                    Page 18
<PAGE>

         "Telephone  Support" means technical support telephone  assistance
provided by XACCT to the technical support contact during normal business hours
in Israel  concerning the  installation  and use of the then current  release of
Product and the Previous Sequential Release.

         "Workaround" means a change in the procedures followed or data supplied
by XACCT to avoid an Error without  substantially  impairing  End-User's  use of
Product.

6.9    THESE TERMS AND CONDITIONS  CONSTITUTE A SERVICE  CONTRACT AND NOT A
PRODUCT  WARRANTY.  THE  PRODUCT  AND ALL  MATERIALS  RELATED TO THE PRODUCT ARE
SUBJECT  EXCLUSIVELY  TO  THE  WARRANTIES  SET  FORTH  IN THE  END-USER  LICENSE
AGREEMENT.  THIS  ATTACHMENT IS AN ADDITIONAL PART OF THE AGREEMENT AND DOES NOT
CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY
CONTRARY THERETO.

6.10   DIRECT END-USER OR CHANNEL SUPPORT BY XACCT. XACCT may from time to time,
in its sole discretion, decide to offer Front-Line Support Services directly to
End-users or to the Channels without derogation of the VAP's obligations and
duties herein.

6.11   XACCT EXTENDED PRODUCT MAINTENANCE AND SUPPORT PROGRAM. The XACCT
Extended Product Maintenance and Support Program are described in Exhibit E and
subject to the Price List as set forth in Exhibit A.


                                    Page 19

<PAGE>

            EXHIBIT D CERTAIN TERMS AND CONDITIONS OF XACCT LICENSORS

                       [MAY BE AMENDED FROM TIME TO TIME]


                             Page 20

<PAGE>

           EXHIBIT E EXTENDED PRODUCT MAINTENANCE AND SUPPORT PROGRAM


                                    Page 21