Exhibit 10(el)


                      DISTRIBUTION AND MARKETING AGREEMENT


Distribution and Marketing Agreement  ("Agreement"),  dated as of April 21, 2003
(the  "Effective  Date"),  between  Artera Group,  Inc., a Delaware  corporation
("Artera"), and Avaya Inc., a Delaware corporation ("Avaya").

WHEREAS,  Artera is engaged in the  development,  distribution  and operation of
traffic and information optimization software and services ("Artera Turbo");

WHEREAS,  Avaya is engaged in the distribution  and marketing of  communications
services to business  enterprises and others, and Artera's  technologies can add
value to the services marketed by Avaya; and

WHEREAS,  Avaya desires to obtain from Artera the right to distribute and market
Artera Turbo  products and services,  and Artera is willing to grant such right,
all under terms and conditions set forth in this Agreement;

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

Article 1.  DEFINITIONS

As used herein, the terms described below have the following meanings.

1.1  "Affiliate"  shall mean any legal entity that,  directly or indirectly,  is
     controlled by, in control of, or under common control with the legal entity
     with reference to which the term "Affiliate" is used.

                                       1
<PAGE>


1.2  "Artera  Business  License" shall mean an Artera  Enterprise  License or an
     Artera Small Business License.

1.3  "Artera Enterprise  License" shall mean a multi-seat Artera License granted
     to an Enterprise to allow the use of the Licensed  Products  (including the
     User Software) by End Users within such Enterprise.

1.4  "Artera  License"  shall  mean the  license  to use the  Licensed  Products
     granted by Artera to allow the licensee to use the Licensed Products on its
     computers.  "Artera License"  includes Artera Business  Licenses and Artera
     Residential Licenses.

1.5  "Artera  Residential  License"  shall mean an Artera License that is not an
     Artera Business License.

1.6  "Artera Small  Business  License"  shall mean a multi-seat  Artera  License
     granted  to a Small  Business  to allow  the use of the  Licensed  Products
     (including the User Software) by End Users within such Small Business.

1.7  "Business" shall mean an Enterprise or a Small Business.

1.8  "Business  Subscriber"  shall  mean  a  Subscriber  pursuant  to an  Artera
     Business License.

1.9  "End User" shall mean an individual user of the Licensed  Products pursuant
     to an Artera License.  In the case of an Artera Business  License,  the End
     User is the  individual  user of the  Licensed  Products  rather  than  the
     Business Subscriber.  In the case of an Artera Residential License, the End
     User is also the Residential Subscriber.

                                       2
<PAGE>


1.10 "Enterprise"  shall mean a business or  organizational  subscribing  entity
     that (a) has and in its  operations  uses more  than 250 End User  personal
     computers and (b) does not sell,  distribute or market Licensed Products to
     others.

1.11 "Enterprise  Subscriber"  shall  mean a  Subscriber  pursuant  to an Artera
     Enterprise License.

1.12 "Finder Commission" shall mean the commission payable by Artera to Avaya on
     certain Units licensed  (including  upgrades),  as described in Section 3.2
     hereof.

1.13 "Finder License" shall have the meaning defined in Section 2.4.

1.14 "Government  Entity"  shall mean a  Subscriber  that is a  Federal,  state,
     provincial, local or other governmental entity, unit or organization,  or a
     department, division or segment thereof.

1.15 "Know-how",  in general, will have its usual and accepted meaning, that is,
     among other things,  all factual  knowledge and  information not capable of
     precise,  separate  description  but which, in an accumulated  form,  after
     being acquired as the result of trial and error, gives to the one acquiring
     it an ability to produce and market something which one otherwise would not
     have known how to produce  and market with the same  accuracy or  precision
     necessary for commercial success.

1.16 "License"  shall mean all licenses and rights granted by Artera to Avaya in
     this Agreement.

1.17 "Licensed  Patents"  shall  mean all  those  patents  and  pending  patents
     relating to the Licensed  Products that are owned by or licensed to Artera,
     together with those patents

                                       3
<PAGE>


     issued  under  patent  applications  filed or to be filed  relating  to the
     Licensed  Products,  including  any  continuations,  continuations-in-part,
     divisions, extensions, reissues,  re-examinations or renewals of any of the
     foregoing.  Such  Licensed  Patents  pending as of the date  hereof are set
     forth on Schedule 1.17 hereto.

1.18 "Licensed  Products" shall mean the software  embodying or employing all or
     part  of  the  Licensed  Patents  or  Licensed   Technology,   licensed  to
     Subscribers as a subscription product or service, including but not limited
     to "Artera Turbo" and all updates,  enhancements  and derivatives  thereof.
     "Licensed  Products"  includes all software products and services developed
     and  commercially  implemented  by Artera during the term of this Agreement
     that  incorporate  the Licensed  Patents or the Licensed  Technology or any
     modifications  or derivatives  thereof or are otherwise based upon Licensed
     Products existing as of the Effective Date.

1.19 "Licensed  Technology" shall mean the unpatented technology relating to the
     Licensed Products and owned by or licensed to Artera.

1.20 "Reseller" shall mean a distributor or subdistributor of Licensed Products.

1.21 "Residential  Subscriber"  shall mean a  Subscriber  pursuant  to an Artera
     Residential License.

1.22 "Royalty Licenses" shall have the meaning defined in Section 2.4.

1.23 "Small Business" shall mean a business or organizational entity that is not
     an Enterprise.

                                       4
<PAGE>


1.24 "Small Business  Subscriber" shall mean a Subscriber  pursuant to an Artera
     Small Business License.

1.25 "Subscriber"  shall mean a licensee  of  Licensed  Products  pursuant to an
     Artera License, whether an Artera Residential License or an Artera Business
     License. In the case of an Artera Business License, the "Subscriber" is the
     Business  entity  licensee  and not the  individual  End  User  within  the
     Business entity.

1.26 "Subscriber License Fee" shall mean the monthly license and/or service fees
     (including  upgrade  fees) paid by a  Subscriber  for the use of a Licensed
     Product.

1.27 "Technical  Information"  shall mean technical,  design,  engineering,  and
     manufacturing  information and data pertaining to the design,  manufacture,
     commercial  production,  distribution and marketing of Licensed Products in
     the  form  of   designs,   prints,   plans,   material   lists,   drawings,
     specifications,  instructions,  reports,  records,  manuals,  other written
     materials, computer programs and software and other forms or media relating
     thereto.

1.28 "Territory" shall mean the United States, Canada and Mexico,  including any
     use of the Licensed  Products outside such three countries by an Enterprise
     Subscriber that is headquartered in one of such three countries.

1.29 "Unit" shall mean a one-month period of a Subscriber's license and use of a
     Licensed Product.

1.30 "Unit  Royalties" shall mean the royalty payable by Avaya to Artera on each
     Unit licensed as described in Section 3.1 hereof.

                                       5
<PAGE>


1.31 "User  Software"  shall mean the  Licensed  Product  software  resident  or
     installed on a Subscriber's or End User's personal computer(s), or resident
     or  installed  at  a  Subscriber's  gateways,  pathways  or  other  on-site
     facilities.

Article 2.  GRANT OF LICENSE

2.1  License.  Artera hereby  grants to Avaya during the term of this  Agreement
     (a) an exclusive  license to distribute the Licensed Products to Enterprise
     Subscribers  in  the  Territory  that  are  not  Government  Entities  (not
     including  connection  to the Artera  Turbo data  center);  (b)  subject to
     Section 2.3 hereof, a non-exclusive license to market the Licensed Products
     to Enterprise Subscribers in the Territory that are Government Entities and
     to Subscribers in the Territory  that are not Enterprise  Subscribers  (not
     including   connection  to  the  Artera  Turbo  data  center  for  Business
     Subscribers);  and (c) a  non-exclusive,  royalty-free  license  to use and
     reproduce the Licensed  Products  internally  for purposes of  development,
     evaluation,  testing and "Beta" testing and to reproduce  demonstration  or
     evaluation  copies of the  Licensed  Products for the purposes of marketing
     and promoting the Licensed Products and in training customers in their use.
     The License is intended to grant to Avaya all rights necessary for Avaya to
     distribute and market the Licensed  Products as provided in this Agreement,
     directly or through one or more levels of Resellers, including the right to
     make copies of the User Software for  Subscribers,  and to reproduce,  copy
     and distribute  Artera's Licensed Product  documentation,  descriptions and
     promotional  materials in connection with such  distribution and marketing.
     The License  conveys no right to modify the Licensed  Products,  to prepare
     derivative works of or modifications to the Licensed Products or to sell or
     copy the  Licensed  Products  for any  purpose  other than for  delivery to
     Subscribers

                                       6
<PAGE>


     and Resellers as contemplated by this Agreement; provided, however, that it
     shall not  contravene  this sentence for Avaya to bundle its own technology
     with Licensed  Products  through  Artera's  application  program  interface
     ("API").  No agreement  between Avaya and an Enterprise  Subscriber  may be
     inconsistent with the rights granted to Avaya under this Agreement.  To the
     extent that Artera  makes API  specifications  available  to Avaya,  Artera
     grants  to Avaya  the  right to use such API for the  purpose  of  creating
     interfaces  between  Avaya  software  products and the  Licensed  Products.
     During the term of this Agreement, Artera will provide reasonable technical
     support  and  access to Artera  development  engineers  for the  purpose of
     answering  questions  from  Avaya on such  use of the API at no  additional
     charge to Avaya.

2.2  Internal Use License.  Artera hereby  grants to Avaya and its  Affiliates a
     fully-paid,  non-exclusive,   royalty-free  license  to  use  the  Licensed
     Products for Avaya's  internal  business  purposes  during the term of this
     Agreement without the payment of service fees or other charges to Artera or
     any other party.  This license  does not include  connection  to the Artera
     Turbo data center.

2.3  Sublicensing  by  Avaya.  The  rights  granted  to Avaya  hereunder  may be
     sublicensed,  assigned,  conveyed or otherwise transferred by Avaya only to
     the extent  necessary  for Avaya to  distribute  the  Licensed  Products to
     Subscribers as described in this Agreement,  including such  sublicenses or
     agreements  between Avaya and its  Resellers,  or sublicenses or agreements
     between such Resellers and other  Resellers (as  subdistributors),  in each
     case not inconsistent  with this Agreement and not imposing any obligations
     on Artera  that are not  undertaken  by Artera  in this  Agreement,  as are
     reasonably  necessary  to allow  such  direct  and  indirect  Resellers  to
     distribute the Licensed Products to such Subscribers.

                                       7
<PAGE>


2.4  Certain  Agreements  of Artera.  All  licenses  and other  agreements  with
     Subscribers  that  are  not  Enterprise  Subscribers,  for  the  use of the
     Licensed  Products,  and with  Resellers  with  respect to such use by such
     Subscribers,  shall be Artera  Licenses  entered into solely between Artera
     and the  Subscriber or Reseller.  Avaya shall not be a party to or have any
     rights or obligations  under such Artera  Licenses.  Artera shall have sole
     discretion   regarding   whether  to  enter  into  such  Artera   Licenses.
     Notwithstanding  the foregoing,  if the license or agreement  pertaining to
     the  Licensed  Products  is with a Major ISP (as defined  below)  acting as
     Reseller to a Subscriber  (whether or not an Enterprise  Subscriber),  such
     license or agreement with such Major ISP shall be a license or agreement of
     Avaya rather than a license or  agreement  of Artera.  For purposes of this
     Section  2.4, a "Major ISP" is an Internet  service  provider  that (a) has
     over  250,000  customers  and (b) is not a  majority-owned  affiliate  of a
     regional bell operating company (RBOC), an incumbent local exchange carrier
     (ILEC),  a  competitive  local  exchange  carrier  (CLEC) or a rural  local
     exchange carrier (RLEC). Licenses or agreements of Avaya under the rules of
     this  Section  2.4  shall be  referred  to in this  Agreement  as  "Royalty
     Licenses." Licenses or agreements of Artera under the rules of this Section
     2.4 shall be referred to in this Agreement as "Finder Licenses."

2.5  Patent,  Copyright  and Trademark  Usage and Notices.  Avaya shall have the
     right to use and copy all  marks,  trademarks,  service  marks,  images and
     copyrights of Artera pertaining to the Licensed Products in connection with
     distributing  and  marketing  the  Licensed  Products as  described in this
     Agreement,  and may grant this right to its direct and  indirect  Resellers
     for  that  limited  purpose.  Each  copy  of  the  User  Software  and  all
     documentation and marketing materials  distributed,  marketed or used by or
     through

                                       8
<PAGE>


     Avaya  shall be marked  with a suitable  legend  identifying  Artera as the
     owner of the Licensed Patents and Licensed Technology, and as the owner and
     developer of the Licensed Product,  with the appropriate patent,  copyright
     or  trademark  notice,  as the case may be, and Avaya  shall not remove any
     such notice from any User Software or other or other materials  provided to
     it by  Artera;  provided,  however,  that,  in  distributing  the  Licensed
     Products to Subscribers,  Avaya,  its direct or indirect  Resellers and its
     Enterprise  Subscribers  may  reference  their  own  names or  brands if in
     conjunction with the words "Powered by Artera Turbo."

2.6  Source Code Escrow.  Artera shall establish a source code escrow pertaining
     to  the  Licensed  Products  pursuant  to an  escrow  agreement  in a  form
     substantially as set forth in Schedule 2.6.

2.7  Acceptance.  Avaya  hereby (a) accepts  the rights  granted to it by Artera
     under this Agreement; and (b) acknowledges that the rights granted to it by
     Artera  hereunder are limited to the distribution and marketing of Licensed
     Products in the Territory as described in this Agreement and are subject to
     the other limitations set forth in this Agreement.

2.8  Renegotiation  Right. Avaya may, by written notice to Artera given at least
     three months after the Effective  Date,  demand that Artera  negotiate with
     Avaya in good faith  regarding  possible  amendments  to all or any part of
     this Agreement, including the term hereof. Any such amendments to which the
     parties agree shall take effect immediately upon such agreement,  including
     immediate  (but not  retroactive)  effect  with  respect  to then  existing
     Subscribers.  In the event  that such  renegotiation  is  demanded  but the
     parties do not reach

                                       9
<PAGE>


     a written agreement for such  amendment(s)  within 60 days of the notice of
     renegotiation,  Avaya may by 30 days' written  notice to Artera,  terminate
     this Agreement.

Article 3.  ROYALTIES, commissions AND fees

3.1  Unit Royalties.  For each Unit initially  licensed by or through Avaya that
     is, directly or via Reseller(s),  covered by a Royalty License, Avaya shall
     pay to Artera a Unit Royalty equal to fifty percent (50%) of the greater of
     (a) the actual retail price of the Unit  (including the actual retail price
     of upgrades  thereof)  to the  applicable  Subscriber  for the month of the
     license to it (net of (i) discounts; (ii) purchase, sale, use, VAT or other
     taxes;  (iii) customs duties,  fees, levies and commissions,  excluding the
     Unit  Royalties  to be paid to Artera;  and (iv) credit given a Reseller or
     Subscriber for returns or  non-repairable  defects);  or (b) in the case of
     Units but not  upgrades,  the price of the Unit on the Artera Turbo minimum
     price list set forth in Schedule 3.1. Payments to Artera under this Section
     3.1 shall be made as described in Section 3.4 hereof. A Subscriber  covered
     by a Royalty License that discontinues its use of the Licensed Products but
     then recommences such use within one year of the  discontinuation  shall be
     considered, following recommencement, to have been initially licensed by or
     through Avaya.  Nothing in this Section 3.1 or in Schedule 3.1 shall in any
     way limit Avaya's right to determine on its own the actual retail prices it
     charges for the Licensed Products.

3.2  Finder  Commissions.  For each Unit that is initially  licensed  during the
     term of this Agreement and for a period of one year after its expiration or
     termination,  as a result of an introduction or marketing  effort by Avaya,
     to a  Subscriber  and that is,  directly or via  Reseller(s),  covered by a
     Finder  License,  Artera  shall pay to Avaya a Finder  Commission

                                       10
<PAGE>


     equal to twenty  percent  (20%) of  Artera's  revenues  on the  license (or
     upgrade) of such Unit to such Subscriber for the month of the license to it
     (net of (i) discounts;  (ii) purchase, sale, use, VAT or other taxes; (iii)
     customs  duties,  fees,  levies  and  commissions,   excluding  the  Finder
     Commission  to be paid to  Avaya;  and  (iv)  credit  given a  Reseller  or
     Subscriber for returns or non-repairable defects).  Payments to Avaya under
     this Section 3.2 shall be made as described in Section 3.4 hereof,  and the
     obligation  to make  payments  will  continue  beyond  the  termination  or
     expiration  of this  Agreement for so long as the  Subscriber  continues to
     purchase a Finder  License or comparable  license or service.  A Subscriber
     covered  by a Finder  License  that  discontinues  its use of the  Licensed
     Products   but  then   recommences   such  use   within  one  year  of  the
     discontinuation shall be considered, following recommencement, to have been
     initially  licensed as a result of an introduction  or marketing  effort by
     Avaya.  Notwithstanding  the  foregoing  provisions of this Section 3.2, no
     Finder  Commission  shall  be due or  payable  by  Artera  to  Avaya if the
     applicable  Subscriber initially licenses the Licensed Product more than 90
     days  after  Avaya  introduced  such  Subscriber  to Artera as a  licensing
     prospect or brought such  Subscriber's  identity to Artera's  attention for
     such  purpose,  if Artera  sought in good faith to  achieve  such a license
     within the 90-day period.

3.3  Avaya Prices.  Avaya shall provide Artera with written  descriptions of any
     standard  prices or pricing  formulas Avaya may have for Subscribers or for
     Resellers in connection with licenses to Subscribers, and shall give Artera
     prior written  notice of any changes or additions to such prices or pricing
     formulas.

3.4  Collections and Payments.  Subscriber License Fees shall be collected,  and
     Unit  Royalties and Finder  Commissions  shall be paid, in accordance  with
     Schedule  3.4.

                                       11
<PAGE>


     Schedule  3.4 may be amended in writing by the parties from time to time as
     reasonably  necessary  to reflect  the actual or then  desired  billing and
     collection methods of the parties,  either generally or with respect to one
     or more specific Subscribers or one or more specific Resellers.

Article 4.  DISCLOSURE AND DELIVERABLES

4.1  Disclosure.  The  parties  shall  disclose  to each other and Artera  shall
     disclose to Avaya's Resellers such appropriate Technical Information as may
     be reasonably required to accomplish the purposes of this Agreement.  It is
     agreed,  however,  that  neither  party  shall  be  obligated  to  disclose
     information,  the disclosure of which has been restricted by a third party.
     All disclosed Technical  Information that is "Confidential  Information" as
     defined  in Article 5 below  shall be kept  confidential  by the  receiving
     party in accordance  with the  provisions of such Article 5 and will remain
     the property of the disclosing party.

4.2  Deliverables.  Artera agrees that the Licensed  Products shall be available
     for  marketing  and  licensing by Avaya and its  Resellers  and  completely
     functional to Subscribers,  in accordance  with the  deliverable  dates set
     forth on Schedule 4.2 hereto (the "Deliverables").

Article 5.  CONFIDENTIALITY

5.1  Definitions. Each party possesses and will continue to possess confidential
     information  relating to its business and technology  that has  substantial
     commercial  and  scientific  value in the  business  in which it is engaged
     ("Confidential   Information").   Subject  to  Section  5.4,   Confidential
     Information  includes,  but  is not  limited  to:  Deliverables,

                                       12
<PAGE>


     Technical Information,  trade secrets, processes, formulas, data, Know-how,
     discoveries,  developments, designs, improvements,  inventions, techniques,
     marketing   plans,   strategies,    forecasts,   new   products,   software
     documentation,  unpublished  financial  statements,  budgets,  projections,
     licenses,  prices,  costs,  customer  lists,  supplier  lists and any other
     material marked "Confidential Information", "Proprietary Information" or in
     some  other  reasonable   manner  to  indicate  it  is  confidential.   Any
     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary  appropriately marked as herein provided within ten days after such
     oral or visual disclosure.

5.2  Treatment.  Each party shall,  during the term of this  Agreement and for a
     period of five years  thereafter,  hold in  confidence  and not disclose to
     third parties,  except as specifically permitted under this Section 5.2 and
     Section  5.4  below,  all  Confidential  Information  of  the  other  party
     disclosed  directly or indirectly to it by the other party. With respect to
     Confidential Information that constitutes a trade secret, as defined by the
     Uniform   Trade  Secrets   Protection   Act,  a  party's   obligations   of
     confidentiality  under this  Section 5.2 shall not expire after five years,
     but shall  terminate only if and when such  information  otherwise  becomes
     generally  known to others who can  benefit  from its use or  otherwise  no
     longer  qualifies as a trade  secret.  Each party shall take the  following
     minimum  safeguards  with respect to the  Confidential  Information  of the
     other party:

     (a)  Only  those of its  employees  who need to receive  the other  party's
          Confidential  Information  in order to carry out the  purposes of this
          Agreement shall have access to such  information and such access shall
          be limited to only so much of such

                                       13
<PAGE>


          information  as is necessary for the  particular  employee to properly
          perform his or her duties;

     (b)  All documents,  drawings,  writings and other embodiments that contain
          Confidential  Information  of the other party shall be maintained in a
          prudent manner comparable to the degree of security such party uses to
          protect its own proprietary information;

     (c)  All documents, drawings, writings and other embodiments of information
          the  security  or  safekeeping  of which are  subject to  governmental
          regulations shall be kept in accordance with such regulations;

     (d)  All  employees  and   contractors  who  have  access  to  Confidential
          Information of the other party shall be under  obligation to it (i) to
          hold in confidence and not disclose all Confidential  Information made
          available to them in the course of their employment or services;  (ii)
          to use such Confidential  Information only in the course of performing
          their  duties;  and  (iii) to assign  to their  employer  or the party
          retaining  them  all  inventions  or  improvements  relating  to  such
          entity's  business  and  conceived  while in such  entity's  employ or
          retained by such  entity,  unless such  assignment  is  prohibited  by
          applicable law; and

     (e)  Avaya  may  disclose  Artera's  Confidential  Information  to  Avaya's
          Resellers as  necessary  to carry out the purposes of this  Agreement;
          provided,  however,  that  Avaya  shall  cause each such  Reseller  to
          execute an agreement containing non-disclosure  obligations comparable
          to this Article 5.

     Notwithstanding the foregoing, a party receiving  Confidential  Information
     of the other party may  disclose to its  subcontractors  and  material  and
     component  suppliers  so  much  of

                                       14
<PAGE>


     such  Confidential  Information  as is  necessary  to enable  such party to
     perform its duties and  obligations  related to the  accomplishment  of the
     purposes of this Agreement; provided that such subcontractors and suppliers
     are  obligated to such party in writing (x) to hold in  confidence  and not
     disclose such  information;  and (y) not to use such information  except as
     authorized by such party. For purposes of this Article 5, delivery by Avaya
     to a  Subscriber,  whether  directly  or  through a  Reseller,  of the User
     Software  shall  not  constitute  a  disclosure  by Avaya  of  Confidential
     Information of Artera.  In no event shall the party receiving  Confidential
     Information of the other party disassemble,  reverse engineer, re-engineer,
     redesign,  decrypt, decipher,  reconstruct,  re-orient, modify or alter any
     Confidential  Information  of the disclosing  party or any circuit  design,
     algorithm, logic or program code in any of the disclosing party's products,
     models or prototypes that contain  Confidential  Information or attempt any
     of the foregoing  without first obtaining written consent of the disclosing
     party  in  each  instance.   Notwithstanding  the  foregoing,   each  party
     understands  that the  other  party  develops  telecommunications  and data
     networking  systems,  software,  components  and/or  other  similar  items.
     Therefore,   it  is  expressly   understood   and  agreed  that  access  to
     Confidential  Information  hereunder  shall  not  preclude  a  party  whose
     representative has received such Confidential  Information for the purposes
     of this Agreement from either the independent development  (demonstrated by
     documentation) of products or generic requirements  containing or embodying
     similar  ideas,  concepts  and  techniques,  or the  working  on of  future
     projects for the receiving party which relate to similar  subject  matters,
     provided  that  the  receiving   party  does  not  make  reference  to  the
     Confidential  Information and does not intentionally

                                       15
<PAGE>


     copy the  Confidential  Information,  as long as the  restrictions  of this
     Agreement are in effect for purposes other than the purposes stated above.

5.3  Return.  All  documents,  drawings,  writings  and other  embodiments  of a
     party's  Confidential  Information,  as well as those produced,  created or
     derived  from  the  disclosing   party's   Confidential   Information  that
     incorporate the disclosing party's Confidential Information, and all copies
     thereof,  shall be  returned  promptly  to it by the other  party  upon the
     termination of this Agreement,  provided that the parties shall continue to
     be bound by the provisions of Section 5.2 above.

5.4  Exclusions. Confidential Information shall not include information that:

     (a)  Was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  Becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  Was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or indirectly  from the other party, or a third party, as the
          case may be, under a continuing  obligation of confidence of which the
          party receiving it was aware;


     (d)  Was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

                                       16
<PAGE>


     (e)  Is required by law, governmental regulation,  court order or the rules
          of any  relevant  securities  exchange or listing  organization  to be
          disclosed,  but  only  to the  extent  of  such  required  disclosure;
          provided,   that  a  party   required  to  so  disclose   Confidential
          Information  shall use best  efforts to notify the other party of such
          potential  disclosure  as soon as  practicable  so that such party may
          seek a protective  order or other  remedies to maintain in  confidence
          any such Confidential Information;

     (f)  Was developed independently by the receiving party and without the use
          of any  Confidential  Information  received from the disclosing  party
          under this Agreement; or

     (g)  Was or is disclosed by the party  owning it to third  parties  without
          restrictions  on use  or  disclosure  comparable  to  those  contained
          herein.

Article 6.  MARKETING AND SUPPORT OBLIGATIONS

6.1  Avaya's  Marketing  Obligations.  During the term of this Agreement,  Avaya
     shall use  commercially  reasonable  efforts  to  distribute  the  Licensed
     Products in the Territory to Enterprises and, where through Major ISP's, to
     other  potential  Subscribers.  Avaya  shall  have the  right,  but not the
     obligation,  to market the Licensed Products to potential Subscribers other
     than  Enterprises   (where  not  through  Major  ISP's),   subject  to  the
     limitations set forth in this Agreement. If Avaya is not using commercially
     reasonable efforts as described above, then Artera's sole remedy will be to
     make Avaya's  authorization  non-exclusive if Avaya's failure  continues 45
     days  after   receiving   written   notification  of  the  failure  to  use
     commercially reasonable efforts (for avoidance of doubt,

                                       17
<PAGE>


     there will be no payment  obligation  from Avaya to Artera  arising  out of
     Avaya's failure to perform the obligations contained in this Section 6.1).

6.2  Avaya's  Support  Obligations.  During the term of this Agreement and after
     termination  to the extent  Section  8.3(a) is  applicable,  Avaya shall be
     responsible  for ensuring that Level 1 Support is provided and available to
     all Subscribers covered, directly or via Reseller(s),  by Royalty Licenses,
     in accordance  with Schedule 6.2. With respect to such  Subscribers,  Avaya
     may fulfill this  obligation via contracts with Resellers that require such
     Resellers to provide such Level 1 Support to their Subscribers.

6.3  Artera's  Marketing  Obligations.  Artera  shall  provide  for  Avaya  such
     marketing  assistance as may be reasonably  requested by Avaya from time to
     time in connection with Subscribers  covered,  directly or via Reseller(s),
     by Royalty  Licenses and Avaya's  marketing  and  promotional  efforts with
     respect to distribution of the Licensed Products, including but not limited
     to providing  marketing and  advertising  materials;  identifying  Avaya on
     Artera's Web site and  marketing  materials as an  authorized  licensee and
     seller of the Licensed Products; providing personnel for demonstrations and
     marketing  presentations  to  Avaya  Resellers;  providing  to  actual  and
     prospective Subscribers and Resellers such information or assistance as may
     be reasonably  requested in connection  with due  diligence;  and providing
     market intelligence,  including advice on how best to position the Licensed
     Products as against its  competitors.  This Section 6.3 requires  Artera to
     incur only  reasonable  costs and expenses in connection with marketing and
     contract negotiations.

                                       18
<PAGE>


6.4  Artera's  Support  Obligations.  During  the  term  or this  Agreement  and
     following its  termination or expiration for so long as Avaya  continues to
     pay Unit  Royalties,  Artera shall be  responsible  for  providing  Level 2
     Support  and Level 3 Support to all  Subscribers  covered,  directly or via
     Reseller(s), by Royalty Licenses, which Level 2 Support and Level 3 Support
     shall be available at no cost or charge on a reasonable  basis to Avaya and
     its Resellers and Royalty  License  Subscribers in accordance with Schedule
     6.4.  Level 2 Support and Level 3 Support  shall be  available 24 hours per
     day,  seven days per week and may be performed  via online  methods  and/or
     telephone,  at no  cost  to  Avaya  or its  Resellers  or  Royalty  License
     Subscribers.  Artera shall provide all updates, enhancements,  improvements
     ("Upgrades")  or  modifications  to the Licensed  Products to Avaya and its
     Resellers via online downloads,  and shall provide to Avaya a master CD for
     each such Upgrade and modification for copying and distribution by Avaya as
     contemplated by this Agreement.

6.5  Other  Support and  Training by Artera.  Artera  shall  provide  Avaya with
     reasonable  engineering,  maintenance  and sales  support and training with
     respect to the Licensed Products at no additional  charge.  Training may be
     provided  by  Artera  by  regularly  scheduled  classroom  sessions  at its
     offices.

Article 7.  TERM

The  term of this  Agreement  shall  begin on the  Effective  Date  and,  unless
extended  or earlier  terminated  by the  written  agreement  of the  parties or
pursuant to Article 8 below, shall expire one year thereafter.

                                       19
<PAGE>


Article 8.  TERMINATION

8.1  Breach.  In the  event  of a  material  breach  of this  Agreement,  if the
     defaulting  party  fails to cure  the  breach  five  days (in the case of a
     material  breach of Section 6.2 or 6.4  hereof),  or within 30 days (in the
     case of any other  material  breach),  after  delivery  of  written  notice
     thereof from the  non-defaulting  party specifying the nature of the breach
     and the corrective  action to be taken, then the  non-defaulting  party may
     terminate this Agreement  forthwith by delivering its written notice to the
     defaulting party that this Agreement is terminated.

8.2  Effects of Termination.  Upon termination of this Agreement for any reason,
     Avaya  immediately  shall  cease  marketing  and  distribution  of Licensed
     Products and shall cause its Resellers to do the same. Notwithstanding this
     provision,  the  termination  of this  Agreement  shall  not  prejudice  or
     otherwise  affect the rights or  liabilities of the parties with respect to
     Licensed   Products   already   licensed  under  this  Agreement  prior  to
     termination.  Licenses to Licensed Products granted prior to termination of
     this Agreement shall survive subject to the continuing obligation to comply
     with the terms and restrictions of the applicable license.

8.3  Subscriber License Fees and Unit Royalties and Support Upon Termination. If
     this  Agreement is  terminated by expiration of the Term under Article 7 or
     by Avaya under  Section 2.8 or 8.1,  Avaya shall be entitled to continue to
     (a) collect  Subscriber  License Fees with respect to the specific  Royalty
     Licenses in effect on the date of termination, for the respective durations
     of such  Royalty  Licenses,  subject  to  Avaya's  obligation  to pay  Unit
     Royalties to Artera with respect to the applicable  Subscribers and provide
     Level 1

                                       20
<PAGE>


     Support to such Subscribers in accordance with Section 6.2; and (b) receive
     Finder Commissions from Artera with respect to the specific Finder Licenses
     in effect in accordance  with Section 3.2, for the respective  durations of
     such Finder  Licenses.  For  purposes  of this  Section  8.3,  the rules in
     Sections  3.1 and 3.2  regarding  Subscribers  that  discontinue  but then,
     within one year, recommence use of the Licensed Products shall apply.

8.4  Return of  Confidential  Information.  Within 30 days after  termination of
     this  Agreement for any reason,  each party shall return to the other party
     all of the  Confidential  Information,  other  secret  information,  patent
     applications  and Know-how  received  pursuant to this Agreement,  together
     with all other tangible property loaned to the returning party by the other
     party for the  implementation of this Agreement;  provided,  however,  that
     Avaya may retain such  Confidential  Information  as is necessary for it to
     continue to provide Level 1 Support to  Subscribers  under  Section  8.3(a)
     hereof.

8.5  Survival  of  Certain  Terms.   Notwithstanding  the  termination  of  this
     Agreement  under  Article 7 or this Article 8, the terms and  conditions of
     Sections 3.2 and 3.4, Article 5, Sections 6.4, 8.2, 8.3 and 8.4, Article 9,
     Article 12 and Article 18 shall survive  termination  of this Agreement and
     shall  continue to be applicable and govern the parties with respect to the
     subject matter thereof.

Article 9.  INSPECTION OF BOOKS AND RECORDS

Upon request of either party hereto, and upon no less than ten days' notice, the
other  party  hereto  shall make  available  for review  and  inspection  by the
requesting  party  such  books  and  records  as  are  reasonably   required  to
demonstrate  compliance  with the Unit  Royalty  and Finder

                                       21
<PAGE>


Commission payment obligations of this Agreement;  provided,  however, that such
review and  inspection may be made only once per calendar year (plus once within
90 days of any  termination of this  Agreement) and may pertain only to the then
current and immediately  preceding  calendar years. The costs of the examination
will be borne by the party requesting the  examination,  and the results of such
examination  will  be  considered  Confidential  Information  regardless  of the
absence of any proprietary marking.

Article 10. FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or  negligence,  including but not limited to acts of God,
acts of government,  acts of the other party not caused or contributed to by the
party seeking  relief under this Article 10,  fires,  floods,  strikes,  freight
embargoes,  unusually severe weather,  or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations  shall be extended  for the period of the enforced  delay;  provided
that the party  seeking the benefit of the  provisions of this Article 10 shall,
within ten days after the beginning of any such enforced delay, have first given
the other party  written  notice of the need for the extension for the period of
enforced  delay  (including  an  explanation  of the  cause)  and  shall use all
reasonable endeavors to minimize the effects of the Event of Force Majeure.

Article 11. APPLICABLE LAW

The terms and conditions of this Agreement and the performance  thereof shall be
interpreted  in  accordance  with  and  governed  by the  laws of the  State  of
Connecticut and the United States of America.

                                       22
<PAGE>


Article 12. DISPUTE RESOLUTION

12.1 Scope.  To the  extent  permitted  by law,  all  questions  concerning  the
     validity,   operation  and   interpretation   of  this  Agreement  and  the
     performance of the obligations  imposed upon the parties hereunder shall be
     resolved by mediation and binding arbitration, as set forth in Section 12.3
     below,  and  shall be  governed  by the  substantive  laws of the  State of
     Connecticut,  as  applicable,  without  regard to any rules of  conflict of
     laws.

12.2 Waiver of Trial by Jury.  Each party hereto  waives,  to the fullest extent
     permitted  by  applicable  law,  the  right to  trial by jury in any  legal
     proceeding arising out of or relating to this Agreement or the transactions
     contemplated hereby.

12.3 Procedures. If any controversy, dispute, or claim related to this Agreement
     ("Claim")  arises  between the parties,  they shall each  attempt,  in good
     faith, to resolve such dispute. If they are unable to resolve such Claim to
     their mutual  satisfaction  within 30 days after written notice from one to
     the other of the existence of such Claim,  then, prior to the initiation of
     any court  action or  arbitration,  the Claim shall first be  submitted  to
     mediation  under  the  auspices  of the  American  Arbitration  Association
     ("AAA").  Mediation  shall be conducted in New York, New York not more than
     30 days after initiation by a party,  unless another location and/or longer
     time is agreed to in writing by the parties.  If such Claim is not resolved
     by mediation,  the mediator shall issue a report setting forth each party's
     final demand or offer at  mediation,  and,  prior to  initiating  any court
     action,  the Claim shall be submitted to binding  arbitration in accordance
     with the  Commercial  Arbitration  Rules of the AAA (the  "Rules")  then in
     effect,  as modified by this Section 12.3.  Arbitration shall take place in
     New York, New York,  unless  otherwise agreed to in

                                       23
<PAGE>


     writing  by the  parties.  Unless  the  parties  are able to agree  upon an
     arbitrator  or  arbitrators  within 15 days of the  issuance of a notice of
     demand for  arbitration  by any of the parties,  the  arbitration  shall be
     conducted by three  arbitrators  selected by the AAA in accordance with the
     Rules; provided,  however, that any Claim that meets the criteria under the
     AAA Rules for Expedited  Arbitration  shall be so conducted,  and any claim
     for an  amount  less  than  $250,000.00  shall  be  conducted  by a  single
     arbitrator.  The arbitrator(s)  shall have the power to subpoena  witnesses
     and  documents,  and the parties  shall be  entitled to conduct  reasonable
     discovery,  including depositions and requests for production of documents,
     in accordance with the Federal Rules of Civil  Procedure,  under applicable
     local rules of practice.  The arbitrator(s)  shall determine the extent and
     type of permissible  discovery and deadline for completing  discovery.  The
     arbitrator(s) shall render a decision and award in writing setting forth in
     reasonable  detail  the  findings  of fact  and  conclusions  of law of the
     arbitrator(s), and stating the amount, if any, and other relief, if any, to
     which the  prevailing  party is  entitled.  The  decision  and award of the
     arbitrator(s)  shall  be  rendered  as soon as  practicable  following  the
     commencement of proceedings and shall be final, binding and conclusive. All
     conduct and statements,  whether oral or written, made in the course of the
     mediation  by any of the  parties,  their  agents,  employees,  experts and
     attorneys,  and by the mediator and any associated staff in connection with
     such  mediation,  are  confidential,  privileged and  inadmissible  for any
     purpose,  including  impeachment,  in any  litigation  or other  proceeding
     between the  parties,  unless  such  evidence is  otherwise  admissible  or
     discoverable.  The prevailing  party shall be entitled to have the decision
     and  award  of  the  arbitrator(s)   entered  in  any  court  of  competent
     jurisdiction,  and to have the decision  and award  enforced to the fullest

                                       24
<PAGE>


     extent  permitted by law. The parties hereby consent to the jurisdiction of
     the  arbitrator(s),  and to the jurisdiction of any local, state or federal
     court  available  to any of the parties for the  purpose of  enforcing  the
     decision and award of the arbitrator(s).  The parties agree that service of
     process in such  arbitration may be made on a party in the manner described
     for notice in Section 16 of this Agreement.

12.4 Injunctive  Relief.  Either party may, at its option and at any time during
     the dispute  resolution  process,  seek  injunctive  relief in any court of
     competent jurisdiction (including but not limited to preliminary injunctive
     relief).  The parties acknowledge that each of them has a vital interest in
     enjoining  any violation of  confidentiality  obligations  because  damages
     would  not  adequately  compensate  a party for any  infringements  of that
     party's intellectual property rights.

Article 13. ANNOUNCEMENTS & PUBLICITY; INDEPENDENT CONTRACTORS

Except for any disclosure  that may be required by law  (including  filings with
the  Securities  and Exchange  Commission),  or as  necessary  to perform  their
obligations or exercise their rights under this Agreement, neither party may use
the  other's  name or  disclose  the terms of this  Agreement  without the prior
written consent of the other, which consent shall not be unreasonably  withheld.
Notwithstanding the foregoing,  upon the execution of this Agreement, each party
(and its Affiliates)  may issue a press release  reporting the execution of this
Agreement and its general  subject matter if the other party shall have approved
the content  thereof,  which approval shall not be unreasonably  withheld.  Each
party to this  Agreement  is an  independent  contractor  and  neither  shall be
considered the partner, employer, agent or representative of the other.

                                       25
<PAGE>


Article 14. SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall remain in full force and effect;  provided,
however,  that in the event a part of this Agreement is declared invalid and the
invalidity or enforceability of such part has the effect of materially  altering
the obligations of any party under this Agreement,  the parties shall,  promptly
upon  such  declaration  being  made,  negotiate  in good  faith to  amend  this
Agreement  so as to put such  party in a position  substantially  similar to the
position such party was in prior to such declaration.

Article 15. RIGHTS OF ASSIGNMENT; SUCCESSORS AND ASSIGNS

Neither  party  shall have any right to assign  this  Agreement  or any of their
respective  rights or  obligations  hereunder to any third party except with the
prior  written  consent  of  the  other  party,   which  consent  shall  not  be
unreasonably  withheld,  or by Avaya pursuant to Section 2.2 of this  Agreement.
The  provisions of this  Agreement  shall inure to the benefit of and be binding
upon any  successor  or  assignee  to which  assignment  has been  consented  to
pursuant to this Article 15.

Article 16. NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered on the date of delivery if delivered by personal  service or facsimile
(in the case of  facsimile,  if  confirmed  by first class  mail) or  recognized
commercial courier service with postage or charges prepaid, and on the third day
following  dispatch if sent only by registered or certified mail with postage or
charges prepaid. Unless subsequently notified in writing in accordance with this
Article 16 by the other party,  any notice or  communication  hereunder shall be
addressed:

                                       26
<PAGE>


If to Artera, as follows:

                           Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  Chairman
                           Facsimile No.:  203-226-3123

With a copy to:

                           Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  General Counsel
                           Facsimile No.:  203-226-4338


If to Avaya, as follows:

                           Avaya, Inc.
                           221 Mount Airy Road
                           Basking Ridge, NJ  07920
                           Attn:  Vice President -- Purchasing
                           Facsimile No.:  908-953-2607

With a copy to:
                           Avaya, Inc.
                           221 Mount Airy Road
                           Basking Ridge, NJ  07920
                           Attn: Vice President Law - Global Commercial Matters
                           Facsimile No.:  908-953-7106

Article 17. TAXES

As between Artera and Avaya,  Avaya shall be solely  responsible  for any sales,
use,  occupational  or privilege  taxes,  duties,  fees or other similar charges
imposed  by any  governmental  authority  in  connection  with the sale,  lease,
distribution,  marketing,  licensing or other  disposition  by Avaya of Licensed
Products or the License granted  hereunder.  Any other taxes,  including  income
taxes based on Unit Royalties, Artera income and other payments to Artera, shall
be the responsibility of Artera.

                                       27
<PAGE>


Article 18. INDEMNIFICATION BY ARTERA

Artera shall indemnify, hold harmless and defend Avaya, its Affiliates, and each
of their officers, directors, employees, agents, successors and assigns from and
against  any and all  claims,  demands,  losses,  damages,  costs  and  expenses
(including but not limited to Avaya's attorney fees and costs of defense and the
amount of any settlement by Avaya of any suit, claim or proceeding)  arising out
of or in any way related to the use or operation of the Licensed Products by any
Enterprise  Subscriber  of Avaya  or by any  Enterprise  Subscriber  of an Avaya
Reseller.

Article 19. MAINTENANCE OF LICENSED PATENTS; INFRINGEMENTS

19.1 Enforcement of Patents. Throughout the term of this Agreement, Artera shall
     maintain the  Licensed  Patents in force in the United  States,  Canada and
     Mexico.  For Licensed  Patents that are patents  pending,  Artera shall use
     best  efforts to cause the  associated  patents to be issued.  Artera shall
     promptly pay all costs of any and all continuations, continuations-in-part,
     divisions, extensions,  re-issues, examinations or renewals of the Licensed
     Patents,   including,   without  limitation,  the  costs  and  expenses  of
     attorneys, experts or other professionals engaged in connection with any of
     the foregoing.

19.2 Infringement  Indemnity.  Artera shall indemnify,  hold harmless and defend
     Avaya, its Affiliates,  and each of their officers,  directors,  employees,
     agents,  successors  and assigns and  Subscribers  who license the Licensed
     Products from Avaya either directly or indirectly through  Resellers,  from
     and  against  any suit,  damage,  claim or  demand,  and any loss,  cost or
     expense  suffered  as a result  thereof  (including  reasonable  attorneys'
     fees),  based on actual or alleged  infringement by the Licensed  Products,
     Licensed Patents, Know-how,  Licensed Technology,  Technical Information or
     any other

                                       28
<PAGE>


     information or Deliverable made available by Artera to Avaya (collectively,
     the  "Indemnity  Assets")  of any  patent,  trademark,  copyright  or other
     intellectual  property  right of any third party,  provided  that Avaya (a)
     promptly  notifies  Artera of such suit,  claim or demand and (b)  provides
     Artera  with such  assistance  as Artera  may  reasonably  request  for the
     defense or settlement of such suit,  claim or demand.  Notwithstanding  the
     foregoing, Artera shall have no liability to defend or pay damages or costs
     to Avaya with  respect to any claim of  infringement  that is based upon or
     arises out of a modification to the Indemnity  Assets by Avaya or any third
     party  without  Artera's  prior  written  consent,  or  Avaya's  use of the
     Indemnity Assets for any purpose other than the distribution, marketing and
     support and  internal  use of Licensed  Products  in  accordance  with this
     Agreement.

Article 20. REPRESENTATIONS AND WARRANTIES

20.1 Artera  Representations  and Warranties.  Artera represents and warrants to
     Avaya that (a) it has the  right,  power and  authority  to enter into this
     Agreement and to undertake the obligations to Avaya described  herein;  (b)
     the  entering  into of this  Agreement  by it and  the  undertaking  of the
     obligations  to Avaya  described  herein  will not  breach or  violate  any
     agreement or judicial or governmental order to which Artera is subject; (c)
     to the best of  Artera's  knowledge  and belief the  Licensed  Patents  are
     valid; (d) neither the Licensed Patents and the Licensed Technology nor the
     Licensed  Products  infringe  any  other  patent  issued  prior to the date
     hereof,  or any other third  party right or claimed  right known to Artera;
     (e) the Licensed  Products will conform to and operate in  accordance  with
     the applicable specifications provided by Artera to Avaya or the Subscriber
     in all  material  respects;  (f) the  media  provided  by  Artera  on which
     Licensed  Products  are  stored  will be

                                       29
<PAGE>


     free of defects in material or workmanship;  and (g) any services performed
     by Artera under this  Agreement  will be performed  in a  professional  and
     workmanlike manner in accordance with industry standards.

20.2 Avaya  Representations  and  Warranties.  Avaya  represents and warrants to
     Artera that (a) it has the right,  power and  authority  to enter into this
     Agreement and to undertake the obligations to Artera described herein;  and
     (b) the entering into of this  Agreement by it and the  undertaking  of the
     obligations  to Artera  described  herein  will not breach or  violate  any
     agreement or judicial or governmental order to which Avaya is subject.

Article 21. DISCLAIMER

Except as  specifically  set forth in this Agreement or in the Artera  Licenses,
Artera  hereby  disclaims  any  express or  implied  warranty  of the  accuracy,
reliability,   technological   or   commercial   value,   comprehensiveness   or
merchantability  of the  Licensed  Patents or the  Licensed  Products,  or their
suitability or fitness for any purpose  whatsoever.  Artera  disclaims all other
warranties of whatever nature, express or implied. Except as otherwise set forth
in this Agreement, and in the case of fraud by Artera or its Affiliates, willful
misconduct by Artera or its  Affiliates,  personal  injury or death or damage to
tangible  property  caused  by  the  Licensed  Products,  Artera  disclaims  all
liability for any loss or damage resulting, directly or indirectly, from the use
of the Licensed Patents or the Licensed Products,  other than those arising from
claims of  infringement  of  intellectual  property  rights of third  parties as
described in this  Agreement.  This  disclaimer  embraces  special,  incidental,
punitive or consequential damages and damages for interruption of use or loss or
corruption of data.

                                       30
<PAGE>


Article 22. SCOPE OF AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the  parties  with  regard  to such  subject  matter.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification,  waiver, termination,  recession, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.

IN WITNESS WHEREOF, Avaya and Artera have executed this Agreement as of the date
first written above.

AVAYA INC.                                      ARTERA GROUP, INC.

By:  /s/  Lou D'Ambrosio                        By:  /s/  Michael J. Parrella
     --------------------------------------          ---------------------------
     Lou D'Ambrosio                                  Michael J. Parrella
     Group Vice President - Global Services          Chairman & President


                                       31
<PAGE>


                                                                   SCHEDULE 1.17

                              ARTERA TURBO PATENTS

1.   Pending (U.S.): System And Method For Increasing the Effective Bandwidth of
     a  Communications  Network (filed June 4, 2002; U.S.  Application  Ser. No.
     10/164,034; Attorney Reference No. 20275-03).

2.   Pending  (U.S.):  System  and  Method  for  Reducing  the  Time to  Deliver
     Information  from a  Communications  Network to a User (filed June 4, 2002;
     U.S. Application Ser. No. 10/164,261; Attorney Reference No. 20275-04).

3.   Pending (U.S.): System and Method for Modifying a Data Stream Using Element
     Parsing (filed June 4, 2002; U.S. Application Ser. No. 10/164,296; Attorney
     Reference No. 20275-05).

4.   Pending (P.C.T.):  System And Method For Increasing the Effective Bandwidth
     of a  Communications  Network  (filed  June 4, 2002;  PCT  Application  No.
     PCT/US02/17926; Attorney Reference No. 20275-06).

5.   Pending  (P.C.T.):  System  and  Method  for  Reducing  the Time to Deliver
     Information  from a  Communications  Network to a User (filed June 4, 2002;
     PCT Application No. PCT/US02/17933; Attorney Reference No. 20275-07).

6.   Pending  (P.C.T.):  System and Method for  Modifying  a Data  Stream  Using
     Element Parsing (filed June 4, 2002; PCT  Application  No.  PCT/US02/17932;
     Attorney Reference No. 20275-08).

                                       32
<PAGE>


                                                                    SCHEDULE 2.6

                          SOURCE CODE ESCROW AGREEMENT

The parties shall  negotiate in good faith for, and use best efforts to agree in
writing  within  90 days  after  the  Effective  Date on, a source  code  escrow
agreement  pertaining to the Licensed Products with a mutually  acceptable third
party escrow agent.

The parties intend that the agreement shall provide for the release of deposited
materials in the event of any of the following:

1.   Artera's  uncured material breach of any of its support  obligations  under
     this Agreement or the applicable Artera License(s); or

2.   Artera's  discontinuation  of support for the Licensed  Products  under the
     License  for any reason  other than  Avaya's  or the  Subscriber's  uncured
     material breach of its observance of the applicable  License  restrictions;
     or

3.   The institution of bankruptcy, receivership,  insolvency, reorganization or
     other similar proceedings by or against Artera under the Federal Bankruptcy
     Code, if such proceedings have not been dismissed or discharged  within one
     hundred  twenty  (120)  calendar  days  after  they  are  instituted;   the
     insolvency or making of an  assignment  for the benefit of creditors or the
     admittance of any involuntary debts as they mature by Artera; or the taking
     of any action by the Board of Directors of Artera in  furtherance of any of
     the foregoing.

The parties  intend  that the escrow  agreement  shall  provide  that  deposited
materials released to Avaya will be licensed to Avaya for Avaya's limited use in
continuing to maintain and support the Licensed Products for Subscribers to whom
Licensed Products have been licensed in accordance with this Agreement.

The parties intend that the escrow  agreement shall provide for the inclusion in
the deposited materials of the following:

1.   Source   code   for   the   Licensed   Products   in   human-readable   and
     machine-readable form ("Source Code"); and

2.   All proprietary  ancillary  materials in human-readable or machine-readable
     form that would be  necessary  or  desirable  for a  programmer  reasonably
     skilled in the support and maintenance of software  similar to the Licensed
     Products to understand, compile and modify the Source Code; and

3.   Proprietary maintenance and support tools, utilities,  diagnostic programs,
     and  supporting  programs  used or  utilized  by Artera  internally  in the
     support or  maintenance  of the Licensed  Products  (but only to the extent
     that Artera has the right to include such items in the deposited  materials
     and license such items to Avaya as described herein); and

                                       33
<PAGE>


4.   A complete list of third party software,  including versions,  incorporated
     in the Licensed Products and current contact  information for such vendors'
     technical support.


                                       34
<PAGE>


                                                                    SCHEDULE 3.1

                           ARTERA TURBO MINIMUM PRICES
                  (for use solely in calculating Unit Royalties
                      under Section 3.1 of this Agreement)


--------------------------------------------------------------------------------
                             ENTERPRISE SUBSCRIBERS
--------------------------------------------------------------------------------
       Licensed Product                         Subscriber License Fee (monthly)
--------------------------------------------------------------------------------
     Artera Turbo Desktop                              $2.00 per End User
--------------------------------------------------------------------------------
  Artera Turbo Road Warrior                            $6.00 per End User
--------------------------------------------------------------------------------
     Artera Turbo Gateway                                      $0
--------------------------------------------------------------------------------
     Artera Turbo Pathway                                      $0
--------------------------------------------------------------------------------
Artera Turbo Micro Data Center                                 $0
--------------------------------------------------------------------------------
      Artera Turbo Host                                        $0
--------------------------------------------------------------------------------
 Artera Turbo Customer Relations
     Management (CRM) system                           $0.50 per End User
--------------------------------------------------------------------------------
     Artera Turbo Configurator                                 $0
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
             BUSINESS SUBSCRIBERS OTHER THAN ENTERPRISE SUBSCRIBERS
--------------------------------------------------------------------------------
          Licensed Product                      Subscriber License Fee (monthly)
--------------------------------------------------------------------------------
        Artera Turbo Desktop                           $2.00 per End User
--------------------------------------------------------------------------------
     Artera Turbo Road Warrior                         $6.00 per End User
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                             RESIDENTIAL SUBSCRIBERS
--------------------------------------------------------------------------------
       Licensed Product                         Subscriber License Fee (monthly)
--------------------------------------------------------------------------------
     Artera Turbo Desktop                                   $5.00
--------------------------------------------------------------------------------

                                       35
<PAGE>


                                                                    SCHEDULE 3.4

                        COLLECTION AND PAYMENT PROCEDURES

The following billing and collection procedures shall apply:

1.   For Royalty Licenses: Avaya shall pay Artera the monthly Unit Royalties due
     under  this  Agreement,  on or  prior  to the  end of  the  calendar  month
     following the month in which Avaya has received payment from the applicable
     Subscriber or Reseller, where applicable, for the monthly fees to which the
     Unit  Royalties  relate.  The amount of each payment will be based upon the
     amount  actually  received by Avaya from the Subscriber or Reseller.  Avaya
     will make  payment to Artera in the  currency  received by Avaya,  and such
     payment  will be net of all  currency  fees and bank wire fees.  The amount
     thereof shall be based on the number and categories of Subscribers  and the
     types of Licensed Products licensed, as described in this Agreement.

2.   For Finder Licenses:  The Subscriber shall pay its Subscriber  License Fees
     to Artera or the  associated  Reseller (if  applicable)  on a monthly basis
     through charge to a credit card account.  Subscriber License Fees collected
     by Resellers,  net of any  commissions  due to them,  shall be paid over to
     Artera.  Artera  shall  pay  Avaya  the  Finder  Commission  applicable  to
     Subscriber  License Fees (or net amounts from Resellers  relating  thereto)
     that Artera  receives.  Payment shall be made to Avaya within 30 days after
     the end of the  calendar  month in which  Artera  receives  the  applicable
     Subscriber License Fee (or net amount from the Reseller relating thereto).

3.   General:  Sales, use and similar taxes on Subscriber  License Fees shall be
     treated separately from the Subscriber  License Fees themselves,  and shall
     be paid to governmental authorities by the appropriate party or parties.

                                       36
<PAGE>


                                                                    SCHEDULE 4.2

                                  DELIVERABLES

The parties shall  negotiate in good faith for, and use best efforts to agree in
writing  within 30 days  after  the  Effective  Date on, a set of  Deliverables,
including  reasonable due dates for delivery of such  Deliverables  by Artera to
Avaya.

                                       37
<PAGE>


                                                                    SCHEDULE 6.2

                                 LEVEL 1 SUPPORT

The purpose of Level 1 Support is to assist the  Subscriber  (including  its End
Users) in the basic  installation  and usage of Artera  Turbo.  This can include
answering some general  questions to help the Subscriber  understand what Artera
Turbo is, and how it provides a benefit to them.  While these  questions  may be
more  "marketing"  in nature,  they will allow the  Subscriber  to have a better
overall experience with Artera Turbo and its support services.

Level 1 Support is  responsible  for  assisting  the  Subscriber  with the items
listed  below.  It is presumed  that this list will be refined as  experience is
gained and the product evolves over time.

1.   Establishing an Intranet or Internet  connection (e.g., via Windows Dial-Up
     Networking).

2.   Launching a Web browser and surfing to various Web sites on the Internet or
     within an Intranet.

3.   Answering basic questions about the system configuration needed for running
     Artera Turbo (e.g., Windows version, memory, hard disk space) as documented
     on Artera's Web site.

4.   Assisting the Subscriber in downloading Artera Turbo.

5.   Running Artera Turbo's setup program and installing it on End User's PCs.

6.   Launching/running Artera Turbo.

7.   Answering  basic  questions  about  navigating  within Artera  Turbo's user
     interface.

8.   Answering  basic  questions  about  showing the  Subscriber  how to know if
     Artera  Turbo is working.  This  includes  pointing  out the Network  View,
     Activity View and SpeedBar.

9.   Diagnosing that the End User's browser is actually  forwarding its requests
     to Artera Turbo.  This is  accomplished  by reviewing the Activity View and
     the browser's proxy settings.

10.  Assisting  an  Subscriber  who is  using a  propriety  dialer  (non-Dial-up
     Networking) such as Juno or NetZero.

11.  Assisting an End User who is using a browser other than Internet  Explorer.
     This will require  telling the End User how to manually  set the  browser's
     proxy settings.

12.  Verifying  if the  Subscriber  has an Artera  Turbo Data Center  connection
     online.

13.  Assisting the Subscriber in how to uninstall Artera Turbo.

14.  Assisting the  Subscriber  in opening  additional  ports in Artera  Turbo's
     Firewall.

                                       38
<PAGE>


15.  Assisting the Subscriber in adding sites into the Site Blocking list.

16.  Assisting the Subscriber in adding sites into the Ad Blocking list.

17.  Helping  Subscribers to understand how Ad Blocking removes ads and replaces
     them with "place  holder"  graphics.  This can result in what appears to be
     "missing"  elements on the page.  The  Subscriber can be informed of how to
     turn off Ad Blocking if they do not like this behavior  (understanding that
     this will reduce the speed benefits of Artera Turbo).

18.  Helping  Subscribers  to understand  how to change the Image Quality within
     Artera Turbo. This includes explaining how to refresh the page once quality
     has been set to "Best Quality". The Subscriber should be informed of how to
     revert back to "Best Speed" image quality  setting.  The Subscriber  should
     understand that if they do not revert back to Best Speed,  this will reduce
     the speed benefits of Artera Turbo.

19.  Helping  Subscribers to understand what Artera Turbo's  Firewall is and how
     to  disable  it if they  desire.  The  Subscriber  should be told that they
     should not run the  Artera  Turbo  Firewall  with any other  firewall.  The
     Subscriber  should be helped to understand the  ramifications  of disabling
     Artera Turbo's Firewall.

20.  Telling the Subscriber how to get to the Artera Turbo Web site.

21.  Explaining  to the  Subscriber  what a  cache  is,  and how to  adjust  its
     settings within Artera Turbo.

22.  Explaining  to the End User what settings in their browser are changed when
     Artera Turbo is running.  This  includes the change to the proxy  settings,
     the  number of  requests  that the  browser  will issue at one time and the
     disablement  of the browser's  cache.  Importantly,  the End User should be
     told  that when  Artera  Turbo is not  running,  or is  uninstalled,  these
     settings in the browser are changed back to their original values.

23.  Answering  questions  about  obtaining  (i.e.,  downloading)  Artera  Turbo
     product updates and installing them.

                                       39
<PAGE>


                                                                    SCHEDULE 6.4

                               LEVEL 2 & 3 SUPPORT

The purpose of Level 2 Support is to assist the  Subscriber  (including  its End
Users)  with the  Artera-specific  configuration  settings  of a more  technical
nature.  Level 2 Support assumes that the Subscriber has a functioning  Intranet
or Internet  connection  and can surf to various Web sites when Artera  Turbo is
not running.

Level 2 Support is  responsible  for  assisting  the  Subscriber  with the items
listed below.

1.   Establishing a connection to the Artera Turbo Data Center.

2.   Resolving Artera Turbo abnormal termination conditions ("abends") or severe
     errors.

3.   Handling situations where web pages display  inaccurately when Artera Turbo
     is running (as opposed to viewing the same web page  without  Artera  Turbo
     running).  This should not include  questions  regarding the normal changes
     that occur when compression and ad blocking are enabled.

4.   Assisting  the  Subscriber  in using  Support  Mode and taking  "traces" of
     activities to help diagnose a problem.  The Subscriber  will be informed of
     how to deliver the traces and logs to Artera Turbo Level 2 Support.

5.   Advising Avaya and its Resellers  regarding their assistance of Subscribers
     in diagnosing and resolving problems with Artera Turbo, including an option
     for Artera, in its sole discretion, upon request by Avaya or its Resellers,
     to have direct contact with the Subscriber in furtherance of such diagnosis
     and resolution.

The maximum response time for Level 2 Support is one hour,  defined as time from
reporting of trouble by Level 1 personnel to either 1) the arrival of an on-site
Artera  technician or 2) telephonic or e-mail  confirmation that a remote Artera
technician has commenced work on the trouble request.

A Level 2 Support  technician  shall  have no more than 2 hours to  resolve  the
issue prior to escalation to Level 3.

Level 3 Support  (software  engineering)  is the ability to provide  support for
troubles  where they cannot be  resolved by Level 1 or Level 2 resources  and is
responsible for:

     o   Software Patches
     o   Bug fixes
     o   Software updates

Level 3 resources  are expected to respond to  escalation  from Level 2 within 2
hours.  Level 3 Support is tasked with working the problem,  whether remotely or
on-site at the Subscriber's premise, until the problem is resolved.  Artera must
alert Avaya by  telephone  or e-mail for each and every  trouble  ticket that is
escalated to Level 3.

                                       40