<PAGE>

                                                                    Exhibit 10.1

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                           SOFTWARE SERVICES AGREEMENT

THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is hereby made and entered
into on this 18th day of December, 2000 (the "Effective Date") by and between
INFOSYS TECHNOLOGIES LIMITED, an Indian corporation, having its registered
office at Electronics City, Hosur Road, Bangalore 561 229, India hereinafter
"Vendor") and NETEGRITY, INC., a Delaware corporation, having its offices at 52
Second Avenue, Waltham, Massachusetts 02451-1101 (hereinafter "Customer").

                                    RECITALS

WHEREAS, Customer wishes to obtain software services from Vendor; and

WHEREAS, Vendor is interested in providing software services to Customer.

NOW THEREFORE, for and in consideration of the mutual agreements and covenants
hereafter set forth, the parties hereto agree as follows:

1.    DEFINITIONS

      1.1   "Services" shall mean the software development, modification, or
            other tasks to be performed by Vendor for Customer, as set forth in
            a statement of work referenced in or attached as Schedule A to this
            Agreement.

      1.2   "Object Deliverables" shall mean the machine-readable object code
            that Vendor is required to produce and deliver to Customer as part
            of Services.

      1.3   "Source Deliverables" shall mean the human-readable source code that
            Vendor is required to produce and deliver to Customer as part of
            Services.

      1.4   "Documentation" shall mean one copy of all technical specifications
            and user manuals for the software.

      1.5   "Deliverables" shall mean all of the Object Deliverables, Source
            Deliverables and Documentation that Vendor is required to deliver or
            otherwise provides to Customer as set forth in a Schedule A.


                                                                    Page 1 of 13
<PAGE>
2.    PERFORMANCE BY VENDOR.

      2.1   Vendor shall provide Services to Customer in accordance with the
            provisions, specifications, conditions, warranties and agreements
            set forth herein and the schedules attached hereto. This Agreement
            of and by itself does not represent a commitment by Customer to
            procure the Services, but recites the terms and conditions governing
            such Services when ordered. Commitments against this Agreement shall
            be in the form of a Statement of Work (collectively, hereinafter
            "Statement(s) of Work") which shall be deemed to be part of this
            Agreement and which shall contain, at a minimum, the following
            information: (a) the term of performance of the Services authorized
            by the Statement of Work or the date by which performance shall be
            completed; (b) the fee schedule, plus a description of any other
            costs to be paid by Customer relating to the Services, including all
            travel, per diem, , and other related charges; (c) the services,
            actions, and Deliverables to be provided by Vendor to Customer; and
            (d) the Statement of Work shall reference and state that the terms
            and conditions of this Agreement shall govern the Statement of Work.
            Customer shall have no obligation to pay Vendor for any activities
            performed without a Statement of Work.

      2.2   If Schedule A to this Agreement states that Vendor shall provide
            Services in phases, Vendor agrees to perform each phase of Services
            in the order specified by Schedule A to this Agreement, and at the
            conclusion of each phase to submit a progress report to Customer
            that certifies that Vendor has completed all the tasks that were a
            part of that phase. Each progress report shall be signed by an
            authorized manager of Vendor who shall certify that the
            representations contained therein are complete and accurate. The
            progress report shall also set forth any changes recommended by
            Vendor with respect to any remaining phases of Services.

3.    CUSTOMER ACCEPTANCE UPON SATISFACTION OF TESTS.

      3.0   Except as otherwise set forth in a Statement of Work, the terms of
            Sections 3,1 through 3.3 below shall apply only to Deliverables
            provided on a fixed-price basis.

      3.1   Pursuant to the terms set forth in Schedule A to this Agreement,
            Vendor shall deliver the Deliverables to Customer and shall notify
            Customer of the readiness of the Deliverables for testing by
            Customer (the date of such notification hereinafter being referred
            to as the "Delivery Date").

      3.2   Customer shall have [**] business days after the Delivery Date to
            complete testing of the Deliverables. If this test establishes that
            the Deliverables do not materially conform to the requirements set
            forth in Schedule A, Customer shall forthwith notify Vendor and
            Vendor shall, within a reasonable time, modify or otherwise improve
            the Deliverables in an effort to make the Deliverables conform to
            the applicable requirements.

            If no written notification of material non-conformance is received
            by Vendor within [**] business days following the Delivery Date of
            the Deliverables, the Deliverables shall be deemed accepted by
            Customer.

      3.3   If Customer notifies Vendor in writing of any material
            non-conformance in the Deliverables, and Vendor is unable to remedy
            any non-conformance despite two (2) attempts to do so (or such other
            number of attempts that the parties shall mutually agree to),
            Customer's sole and exclusive remedy shall be to reject the
            defective Deliverables and to recover from Vendor the full amount
            paid by Customer to Vendor for the defective Deliverables and any
            Deliverables materially adversely affected by the failure of the
            defective Deliverables.


                                                                    Page 2 of 13
<PAGE>
4.    DUTIES AND OBLIGATIONS OF CUSTOMER.

      4.1   Customer shall pay Vendor for its performance of Services in
            accordance with the terms of this Agreement (including Schedule B)
            and the price and schedule of progress payments set forth in
            Schedule A to this Agreement. For Services rendered on a
            time-and-materials basis, the rates and terms in the attached
            Schedule B shall apply and invoices will be provided to Customer on
            a monthly basis for Services performed in the prior month. Except as
            otherwise set forth in a Statement of Work, invoices shall not be
            submitted until the Deliverables provided in accordance with the
            Statement of Work have been accepted by Customer in accordance with
            Section 3 above. Each invoice shall refer to the applicable
            Statement of Work and where applicable the hours expended, the
            applicable rates or other performance measurement authorized by the
            Statement of Work, the time period covered by the invoice, and
            details of any costs and expenses, which are reimbursable or
            payable. Except as otherwise set forth in Schedule B or a Statement
            of Work, Vendor shall provide original receipts for costs or
            expenses reimbursable under the terms of the Statement of Work. The
            rates specified in Schedule B shall be valid for a period of one
            year from the Effective Date. In addition to the above, all fees for
            Services performed pursuant to this Agreement will include an
            additional [**] percent ([**]%) charge for technology and
            administrative fees. (The [**] percent charge shall only apply to
            Services' fees, and shall not apply to any expenses, which may be
            reimbursable and/or payable.) Invoices shall be payable [**] days
            from receipt by Netegrity and shall be payable by wire transfer to
            Vendor's account in Fremont, California.

      4.2   Customer will pay the cost of travel to the primary place of work as
            provided in Schedule B.

      4.3   Customer shall pay or reimburse Vendor for all taxes paid or
            incurred based on work performed or products delivered pursuant to
            this Agreement, except for any tax based on Vendor's net income or
            personal property, Vendor employee withholding taxes, or taxes which
            Vendor advised Customer in writing were not applicable.

      4.4   Customer shall promptly provide Vendor with a complete library of
            any necessary source code and Documentation if the Services that
            Vendor is required to perform under this Agreement include
            modification of existing Customer software.

      4.5   Customer shall cooperate fully with Vendor's performance of
            Services.

      4.6   Customer shall provide Vendor's employees who will be working
            on-site at Customer's premises with suitable office facilities,
            including computing resources, clerical support and reprographic
            facilities, required for carrying out Services under this Agreement.

      4.7   Customer shall provide link connectivity between Customer's site and
            Vendor's communication center in the United States to support and
            help facilitate work performed abroad for Customer by Vendor.
            Customer shall take all steps necessary for the security of its
            network. Vendor shall take all applicable security measures at its
            end of the network.

5.0   OWNERSHIP

      5.1   All computer software and documentation, databases, reports and
            other copyrightable materials, product designs, inventions,
            discoveries, developments and improvements written, invented, made
            or conceived by Vendor in the course of or arising out of the
            Services (hereafter "Work Product") shall become and remain the sole
            and exclusive property of Customer. Vendor shall promptly notify
            Customer in writing of all such Work Product. All copyrightable
            materials, including software and computer programs, produced by
            Vendor in rendering Services hereunder shall be deemed "works made
            for hire" under applicable copyright law. Vendor hereby transfers
            and assigns to Customer all right, title and interest in and to all
            Work Product including all copyrights and patent rights, whether or
            not copyright or patent applications are filed thereon.

      5.2   Upon request and at the expense of Customer, Vendor will, from time
            to time during and after the term of this Agreement, (a) make or
            assist in applications upon such Work Product through attorneys and
            representatives designated by Customer for copyright and/or patent
            in the United States and in all other countries and shall assign


                                                                    Page 3 of 13
<PAGE>
            such applications to Customer, or execute all instruments reasonably
            requested by Customer to perfect or enforce its rights in and to the
            Work Product.

      5.3   In consideration of the opportunity to provide Services hereunder,
            Vendor for itself and its employees and successors hereby waives and
            agrees not to assert or act upon any moral rights or author's rights
            with respect to the Work Product, including without limitation any
            rights of paternity, integrity, and disclosure.

      5.4   Vendor shall obtain any necessary agreements from its employees to
            affect Customer's ownership rights as provided in this Section 5.

      5.5   Notwithstanding the above, the Customer acknowledges that all or
            part of the Services may contain general know-how and prior
            intellectual property of Vendor, which is used or useable in
            connection with the providing of products and services by Vendor to
            other persons, firms and entities. Accordingly, Customer agrees that
            Vendor may use all such know-how and prior intellectual property in
            connection with the providing of products and services to others.
            All rights in such general know-how and prior intellectual property,
            including but not limited to utility routines, generalized
            interfaces, algorithms, ideas, techniques, concepts, proprietary
            processes, tools, methodologies and improvements thereon shall
            continue to vest in Vendor. Should such general know-how and prior
            intellectual property form a part of the Deliverables, Vendor grants
            to Customer a non-exclusive and perpetual license to use such
            know-how and prior intellectual property to enable Customer's and
            Customer's personnel's use and Customer's sublicense of such
            Deliverables in connection with Customer's products and services.

      5.6   Except as otherwise agreed by the parties in writing, provided that
            Vendor makes no use of Customer's intellectual property or
            Confidential Information, nothing in this Agreement shall be
            construed so as to preclude Vendor from developing, using or
            marketing software that is competitive with that prepared for
            Customer hereunder, irrespective of whether such software is similar
            in functionality or design or is otherwise related to the
            Deliverables developed by Vendor for Customer pursuant to this
            Agreement.

6.    REPRESENTATIONS AND WARRANTIES

      6.1   Vendor warrants that any Services rendered by Vendor shall be
            performed with the care and skill ordinarily used by other members
            of Vendor's profession practicing under similar conditions at the
            same time and in the same locality. Vendor shall only assign
            personnel to perform services for Customer who are competent and
            qualified to do so. If, however, in Customer's reasonable opinion
            any of Vendor's personnel fail to carry out the Services
            competently, Customer may notify Vendor and Vendor shall promptly
            rectify the situation at no additional cost to Customer.

      6.2   Except as otherwise set forth in a Statement of Work, Vendor further
            warrants that, to the extent that any Services rendered hereunder
            involve the provision of or modification to computer code, the
            results thereof (the "Results") shall be Year 2000 compliant. "Year
            2000 Compliant" means that means that the Results will be capable of
            correctly processing, providing, and/or receiving date data,
            including the correct processing of leap years, within and between
            the twentieth and twenty-first centuries and handling the century
            date rollover. Vendor shall have no responsibility or liability for
            any failure of the Results to be Year 2000 Compliant if such failure
            is caused by or related to: (i) Customer or third party hardware,
            firmware, software or data not provided and/or modified by Vendor
            that interfaces with, is manipulated by, or otherwise operates in
            conjunction with the computer code, including but not limited to
            inconsistencies between the date handling characteristics of the
            computer code and such Customer or third party hardware, firmware,
            software, components or data, or (ii) modification of the computer
            code provided by Vendor by Customer or a third party, if such
            modification results in the computer code not being Year 2000
            Compliant.

      6.3   Customer represents and warrants that it possesses the legal right
            to have the intellectual property with respect to which Vendor is to
            perform Services under this Agreement used, maintained and modified
            by Vendor.

      6.4   THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY
            WARRANTIES MADE, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR
            IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF
            MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


                                                                    Page 4 of 13
<PAGE>
7.    INDEMNIFICATION.

      7.1   Except as provided in Section 7.3 below, Vendor shall, at its own
            expense, defend or, at its option, settle any claim, suit, or action
            brought against Customer by third parties for infringement or
            misappropriation of a third party's copyright, patent, trade secret,
            or other intellectual property right by any Deliverables provided by
            Vendor to Customer under this Agreement, and shall pay any damages
            or settlement assessed against Customer under such a claim. Vendor
            shall have sole control and authority over the defense or settlement
            of such a claim, suit or action, including the right, at its sole
            discretion, to (i) procure for Customer the right to use the
            infringing Deliverables, (ii) replace the infringing Deliverables
            with non-infringing, functionally equivalent Deliverables, (iii)
            suitably modify the infringing Deliverables, or (iv) accept return
            of the infringing Deliverables and refund any fees paid by Customer
            to Vendor with respect to the infringing Deliverables. Customer
            shall be obligated to give Vendor prompt written notice of, and the
            parties shall cooperate in, the defense of any claim, suit or
            action, including appeals and negotiations. This indemnity shall not
            extend to any claim of infringement or misappropriation resulting
            from Customer's specifications, modification of the Deliverables
            unless made by Vendor, and use or incorporation of the Deliverables
            in a manner for which the Deliverables were not designed or with
            items not provided by Vendor, if such claim of infringement would
            not have arisen but for such conformance to specification,
            modification, or incorporation. Except as specified above, Vendor
            shall not be liable for any costs or expenses incurred without its
            prior written authorization.

      7.2   SECTION 7.1 ABOVE STATES THE ENTIRE INDEMNITY OBLIGATIONS OF VENDOR,
            AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR
            ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR
            OTHER INTELLECTUAL PROPERTY RIGHT BY SOFTWARE PROVIDED BY VENDOR TO
            CUSTOMER UNDER THIS AGREEMENT.

      7.3   Except as provided in Section 7.1 above, Customer shall, at its own
            expense, defend any claim, suit, or action brought against Vendor by
            third parties for infringement or misappropriation of a third
            party's copyright, patent, trade secret or other intellectual
            property rights by any intellectual property provided by Customer to
            Vendor under this Agreement, and shall pay any damages or settlement
            assessed against Vendor under such a claim. Vendor shall be
            obligated to give Customer prompt written notice of, and the parties
            shall cooperate in, the defense of any claim, suit or action,
            including appeals and negotiations. This indemnity shall not extend
            to any claim of infringement or misappropriation resulting from the
            Vendor's modification of such intellectual property, if such claim
            would not have arisen but for such modification. Except as specified
            above, Customer shall not be liable for any costs or expenses
            incurred without its prior written authorization.

      7.4   SECTION 7.3 ABOVE STATES THE ENTIRE INDEMNITY OBLIGATIONS OF
            CUSTOMER, AND THE EXCLUSIVE REMEDY OF VENDOR, WITH RESPECT TO ANY
            ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE
            SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY INTELLECTUAL
            PROPERTY PROVIDED BY CUSTOMER TO VENDOR UNDER THIS AGREEMENT.

      7.5   Customer and Vendor shall each indemnify, defend, and hold harmless
            the other from any claim or damages due to the injury or death of
            any individual, or the loss or damage to real or tangible personal
            property, resulting from the willful acts or omissions or gross
            negligence of the indemnifying party, its agents or employees.

8.    LIMITATION OF LIABILITY.


      EACH PARTY'S LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
      CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED
      THE TOTAL AMOUNT PAID TO VENDOR BY CUSTOMER UNDER THE APPLICABLE STATEMENT
      OF WORK FROM WHICH THE CLAIM AROSE OR IS RELATED. IN NO EVENT SHALL EITHER
      PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
      BY ANYONE, NOR SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
      INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE


                                                                    Page 5 of 13
<PAGE>
      DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES
      RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF
      BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR OF ANY
      OTHER OBLIGATIONS RELATING TO THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL NOT
      APPLY TO DAMAGES RESULTING FROM WRONGFUL DISCLOSURE OF CONFIDENTIAL
      INFORMATION, INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY
      RIGHTS, OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS IN SECTION 7 ABOVE.

9.    TERM OF AGREEMENT.

            The term of this Agreement shall commence on the Effective Date and
      shall continue unless terminated in accordance with the provisions of this
      Agreement. The provisions of Sections 5, 6, 7, 8, 12.2, and 12.4 of this
      Agreement shall survive any termination, cancellation or expiration of
      this Agreement.

10.   TERMINATION.

      10.1  Either party has the right to terminate this Agreement (a) if the
            other breaches or is in default of any obligation hereunder which
            default is incapable of cure or which, being capable of cure, has
            not been cured within ten (10) calendar days after receipt of notice
            of such default (or such additional cure period as the nondefaulting
            party may authorize) or (b) immediately upon the adoption of any
            applicable law, rule or regulation, or revision thereof, or upon any
            change in the interpretation or administration thereof, that
            materially affects Customer's rights or interests in Work Product
            and/or the Deliverables, provided that after termination under this
            subsection (b) Customer shall pay Vendor for Services provided to
            the date of termination and Vendor's costs incurred and otherwise
            payable hereunder.

      10.2  Customer may terminate this Agreement and/or any Statement of Work
            issued hereunder at any time without cause by submitting to Vendor
            thirty (30) calendar days' prior written notice to terminate. Upon
            receipt of such notice, Vendor shall perform only those efforts
            necessary to close out any ongoing project within thirty days, as
            determined by consultation with Customer, or otherwise as Customer
            may direct. Such efforts may include without limitation the
            following: employee relocation, summary of work to date, and
            identification of work yet unfinished. Vendor shall promptly notify
            Customer of costs incurred to the effective date of termination and
            Customer shall pay all such unpaid allowed and supported fees and
            costs, related to such termination, but excluding charges for the
            period following the effective date of termination for activities
            not reasonably necessary to close out the project. Vendor may
            terminate this Agreement at any time without cause by submitting to
            Customer sixty (60) calendar days' prior written notice to
            terminate; provided that such termination shall not affect the
            completion of any Statement of Work which is in progress, and such
            Statement of Work shall continue to be governed by the terms and
            conditions of this Agreement. Notwithstanding the foregoing, Vendor
            may terminate an open-ended Statement of Work without a specified
            end date for convenience upon sixty (60) days' prior written notice
            to Customer.

      10.3  Either party may terminate this Agreement by written notice to the
            other and may regard the other party as in default of this
            Agreement, if the other party becomes insolvent, makes a general
            assignment for the benefit of creditors, files a voluntary petition
            of bankruptcy, suffers or permits the appointment of a receiver for
            its business or assets, or becomes subject to any proceedings under
            any bankruptcy or insolvency law, whether domestic or foreign, or
            has wound up or liquidated, voluntarily or otherwise. In the event
            that any of the above events occurs, that party shall immediately
            notify the other party of its occurrence.

      10.4  In the event that either party is unable to perform any of its
            obligations under this Agreement as a result of natural disasters,
            actions or decrees of governmental bodies, communication line
            failures not the fault of the affected party, or any other delay or
            failure which arises from causes beyond a party's reasonable control
            (hereafter referred to as a "Force Majeure Event"), the party whose
            performance has been so affected shall immediately give notice to
            the other party and shall do everything reasonably possible to
            resume performance. Upon receipt of such notice, this Agreement
            shall be


                                                                    Page 6 of 13
<PAGE>
            immediately suspended. If the period of nonperformance exceeds
            fifteen (15) days from the receipt of notice of the Force Majeure
            Event, the party whose ability to perform has not been so affected
            may by giving written notice terminate this Agreement.

      10.5  Upon the termination of this Agreement by either party, or its
            expiration, each party forthwith shall return to the other all
            papers, materials and other properties of the other held by it in
            connection with the performance of this Agreement; provided,
            however, that if Customer terminates because Vendor is in default or
            unable to perform, Customer shall have the right to keep such
            papers, materials and other properties until such time as Customer
            has found a comparable replacement for Vendor.

11.   NOTICES.

                  All notices to be given in connection with this Agreement
                  shall be effective upon receipt, shall be made in writing and
                  shall be sufficiently given if personally delivered or if sent
                  by courier or other express mail service, postage prepaid,
                  addressed to the party entitled or required to receive such
                  notice at the address for such party as follows:

      To Customer:

                  Netegrity, Inc.
                  52 Second Avenue
                  Waltham, Massachusetts 02451
                  Attention: Vice President and CFO

      To Vendor:

                  Infosys Technologies Limited
                  Attention: N.R. Narayana Murthy
                  Chairman and Managing Director
                  Electronics City, Hosur Road
                  Bangalore 561 229
                  India

      Either party may change such address by notice to the other party.

12.   GENERAL PROVISIONS.

      12.1  Non-Waiver and Amendment. No waiver, alteration, modification, or
            cancellation of any of the provisions of this Agreement shall be
            binding unless made in writing and signed by both Customer and
            Vendor. The failure of either Customer or Vendor at any time or
            times to require performance of any provision hereof shall in no
            manner affect the right at a later time to enforce such provision.
            No remedy referred to in this Agreement is intended to be exclusive,
            but each shall be cumulative and in addition to any other remedy
            referred to herein or otherwise available at law, in equity or
            otherwise.

      12.2  Confidential and Proprietary Information. The provisions of the
            Mutual Non-Disclosure Agreement between Vendor and Customer dated
            November 17, 2000 are hereby incorporated by reference.

      12.3  Independent Contractors. It is expressly understood that Vendor and
            Customer are contractors independent of one another, and that
            neither has the authority to bind the other to any third person or
            otherwise to act in any way as the representative of the other,
            unless otherwise expressly agreed to in a writing signed by both
            parties hereto. Vendor shall have the right to assign or subcontract
            any of its obligations under this Agreement to others. If any of its
            obligations under this Agreement are assigned or subcontracted to
            others, Vendor shall take steps to ensure that its


                                                                    Page 7 of 13
<PAGE>
            assignee or subcontractor observe and enforce the confidentiality
            requirements and the intellectual property ownership assignment
            provisions of this Agreement.

      12.4  Non-Solicit/No-Hire. Except as otherwise expressly agreed in
            writing, Vendor and Customer each agree not to directly or
            indirectly or through third parties knowingly solicit or hire for
            employment any of the other party's personnel who are involved in
            the provision of Services hereunder while any such person is
            involved in the provision of Services, and for a period of [**]
            following such person's provision of Services hereunder. For the
            purposes hereof, "knowingly" shall mean that the representatives of
            a party responsible for hiring or soliciting of employees, or
            approving the same, has knowledge, or reasonably could have been
            expected to have knowledge, of this provision.

      12.5  Customer Name. Six (6) months following the Effective Date and
            thereafter during the term of this Agreement only, Vendor may
            include Customer's name in a general listing of Vendor customers.
            Inclusion of Customer's name in the general customer list shall not
            imply endorsement of Vendor by Customer.

      12.6  Arbitration. Except for matters relating to either party's
            intellectual property rights, any unresolved dispute or controversy
            arising under or in connection with this Agreement shall be settled
            exclusively by arbitration, conducted before a panel of three
            arbitrators in Boston, Massachusetts, in accordance with the rules
            of the American Arbitration Association then in effect. The
            arbitrators shall not have the authority to add to, detract from, or
            modify any provision hereof nor to award punitive damages to any
            injured party. A decision by a majority of the arbitration panel
            shall be final and binding. Judgment may be entered on the
            arbitrators' award in any court having jurisdiction.

      12.7  Authority; Compliance with Laws. Vendor represents that it has all
            licenses, permits, and authorization necessary and has obtained all
            approvals from any government office, board of directors or
            shareholders necessary to carry out the Services and related
            activities and to comply with the terms of this Agreement. Vendor
            acknowledges that certain information, including but not limited to
            Work Product, may be restricted by law of the United States
            Government and other governments from export and import to certain
            countries and certain organizations and individuals, and agrees to
            comply with such laws. Vendor agrees that no information or Work
            Product or portion thereof will be exported or re-exported by
            Vendor, except to Customer in the United States or as Customer
            otherwise directs. In performing any activities hereunder, Vendor
            agrees to comply with the U.S. Foreign Corrupt Practices Act and all
            applicable laws and regulations of the United States and any other
            government with jurisdiction over Vendor. Vendor warrants that any
            personnel of Vendor offered to Customer hereunder for work in the
            United States is authorized to work in the United States, according
            to the Immigration Reform and Control Act (IRCA). Vendor also
            certifies that it has on file a validly completed Federal Form I-9
            (Employment Eligibility Verification) for each such offered
            personnel and will provide a certified copy of said form to Customer
            upon Customer's request.

      12.8  Governing Law. This Agreement shall be governed by, and construed
            and enforced in accordance with, the substantive laws of the
            Commonwealth of Massachusetts, without regard to its principles of
            conflicts of laws. The state and federal courts located in
            Massachusetts shall have nonexclusive jurisdiction of all matters
            and disputes arising under this Agreement or in connection with the
            Services performed and/or Work Product provided hereunder. The
            United Nations Convention on the Sale of Goods shall not apply to
            this Agreement.

      12.9  Entire Agreement. This Agreement, including the Schedules attached
            hereto, sets forth the entire agreement and understanding of the
            parties with respect to the subject matter hereof, and supersedes
            all prior or contemporaneous oral and written agreements,
            understandings, representations, conditions and all other
            communications relating thereto.


                                                                    Page 8 of 13
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized
representatives as of the Effective Date.

<TABLE>
<S>                                       <C>
INFOSYS TECHNOLOGIES LIMITED              NETEGRITY, INC.

/s/ Basab Pradhan                         /s/ Deepak Taneja
-------------------------                 -------------------------------
Authorized Signatory                      Authorized Signatory

    Basab Pradhan                             Deepak Taneja
-------------------------                 -------------------------------
Name                                      Name

Vice President                            Vice President, Development
--------------------------                --------------------------------
Title                                     Title
</TABLE>


                                                                    Page 9 of 13
<PAGE>

                                   SCHEDULE B

                      RATES FOR TIME AND MATERIAL SERVICES

ONSITE IN US (CUSTOMER'S PREMISES):

<TABLE>
<S>                               <C>
Engineer                          US$ [**]  per diem per person, plus monthly
                                            offshore rate below
Project Manager/Technical Lead    US$ [**]  per diem per person, plus monthly
                                            offshore rate below
</TABLE>

In addition, Customer shall pay US$[**] per engineer to cover round trip airfare
and other related travel expenses.

OFFSHORE IN INDIA (AT VENDOR'S DEVELOPMENT CENTERS):

<TABLE>
<S>                               <C>
Engineer                          US$ [**] per person per month*
Project Manager/Technical Lead    US$ [**] per person per month*
</TABLE>

      The rates specified in this Schedule B shall be valid for a period of one
year from the Effective Date. In addition to the above, all fees for Services
performed pursuant to this Agreement will include an additional [**] percent
([**]%) charge for technology and administrative fees. (The [**] percent charge
shall only apply to Services' fees, and shall not apply to any expenses, which
may be reimbursable and/or payable.) Upon execution of this Agreement by both
parties Customer shall make an advance payment of $[**], which shall be credited
by Vendor against future fees payable by Customer.

      Invoices shall be payable within [**] days of receipt by Customer and
shall be payable via wire transfer to Vendor's account in Fremont, California.

      *The above rates assume the fully loaded cost of an engineer/project
manager. Customer shall not be responsible for the cost of any hardware,
software or other materials required for Vendor's offshore performance of the
Services hereunder.

      Except as provided in this Schedule B, Customer shall not be responsible
for the payment or reimbursement of any expenses or other costs incurred by
Vendor or its personnel.

      The per diem rates above shall begin on the first day after the Effective
Date that Vendor's personnel provide Services to Customer.

<TABLE>
<S>                                       <C>
INFOSYS TECHNOLOGIES LIMITED              NETEGRITY, INC.


/s/ Basab Pradhan                         /s/ Deepak Taneja
-------------------------                 -------------------------------
Authorized Signatory                      Authorized Signatory

    Basab Pradhan                             Deepak Taneja
-------------------------                 -------------------------------
Name                                      Name

Vice President                            Vice President, Development
--------------------------                --------------------------------
Title                                     Title
</TABLE>
<PAGE>
                                   SCHEDULE A

(Insert applicable proposal information here)


Date: November 27, 2000

Document Title:  [**]

Reference number:  [**] (the "Proposal")

The parties agree that a definitive Statement of Work incorporating the Proposal
concepts will be mutually agreed by the parties within ten (10) business days of
the Effective Date and incorporated by reference herein.
<PAGE>
                                 AMENDMENT NO.1
                                       TO
                           SOFTWARE SERVICES AGREEMENT
                                     BETWEEN
                                 NETEGRITY, INC
                                       AND
                          INFOSYS TECHNOLOGIES LIMITED

Amendment No.1 is made on this 17 day of January, 2002 to the Software Services
Agreement dated December 18, 2000 ("Agreement"), by and between NETEGRITY, INC
("Netegrity"), INFOSYS TECHNOLOGIES LIMITED ("Infosys")

The Parties wish to amend the Agreement as follows:

                                    AMENDMENT

Now, Therefore, in consideration of the mutual obligations in this Amendment
No.1, and for other good consideration, the receipt and sufficiency of which are
acknowledged, the parties to this Amendment No. 1 agree as follows:

1.    This amendment shall take effect from January 01, 2002.

2.    Schedule B attached to the Agreement is deleted in its entirety and
      replaced with the new form of Schedule B attached hereto and incorporated
      herein by this reference.

IN WITNESS WHEREOF, the parties have executed this Amendment No.1 by their duly
authorized officers as of the date first written above.

<TABLE>
<S>                                      <C>
Accepted by:                             Accepted by:
INFOSYS TECHNOLOGIES LIMITED             NETEGRITY, INC.

/s/ Phaneesh Murphy                      /s/ William Bartow
----------------------------------       ----------------------------------
Authorized Signatory                     Authorized Signatory

Phaneesh Murphy                          William Bartow
----------------------------------       ----------------------------------
Name                                     Name

Member Of The Board                      VP, Access Control
----------------------------------       ----------------------------------
Title                                    Title

2-11-02                                  1/17/02
----------------------------------       ----------------------------------
Date                                     Date
</TABLE>
<PAGE>
                                   SCHEDULE B

      Infosys Rates for Time and Material Services effective 1/1/02 and
continuing through 12/31/02

Effective January 1, 2002 through December 31, 2002, the rates stated in Table-I
shall apply for off-shore software engineering services to Netegrity.

                                     TABLE-I

                    TIME & MATERIAL RATES - SLAB BASED MODEL
<TABLE>
<CAPTION>
INFOSYS TEAM SIZE          ROLE            OFF-SHORE RATE         OTHER FEE
                                           (USD PER MONTH)
<S>                  <C>                   <C>                    <C>
For first [**]       Project Manager/           $[**]               [**]
resources            Technology Lead
                     Software Engineer          $[**]               [**]
                                                                    [**]
For [**] to          Project Manager/           $[**]               [**]
[**]resource         Technology Lead
                     Software Engineer          $[**]               [**]
                                                                    [**]
For [**] and         Project Manager/           $[**]               [**]
additional resource  Technology Lead
                     Software Engineer          $[**]               [**]
</TABLE>

           ON-SITE ENGINEERING RATES: Off-Shore Rates + $[**] per Diem
          + $[**] for air travel and visa charges per resource per trip

SPECIAL TERMS FOR SERVICES DURING THE CALENDAR YEAR 2002

1.    In consideration of Netegrity's commitment set forth in this Schedule B,
      Infosys agrees to apply lowest rate level ($[**] for Software Engineer and
      $[**] for Project Manager/Technology Lead, regardless of number of
      consultants retained) from the above rate chart, for all consultants on
      Netegrity project(s), effective January 01, 2002.

2.    In consideration of the pricing in Section 1, Netegrity agrees to
      pay Infosys a minimum of $[**] for calendar year 2002.

3.    In the event at end of the calendar 2002, the actual billings are less
      than $[**], Netegrity shall pay Infosys the difference between the actual
      billings and $[**]. In case of a shortfall, Infosys shall at the end of
      the calendar year 2002 present an invoice for difference amount between
      the actual billing and $[**] and the invoice shall be payable within [**]
      days from the date of invoice.

4.    The parties agree to review the above commitments on a quarterly
      basis.  At the end of each calendar quarter, Netegrity shall have
      the option of terminating the arrangement
<PAGE>
      described in Sections 2 and 3 above for convenience by paying Infosys the
      committed quarterly amount of $[**]. Thereafter, unless otherwise agreed
      by the parties in writing, for the remainder of calendar 2002 Infosys
      would provide services to Netegrity only as requested by Netegrity and as
      per rates stated in Table-I and Netegrity would only pay for services
      actually performed. Other than as provided above, Netegrity is not
      obligated to retain any Infosys consultants or otherwise pay Infosys any
      additional amounts, except for payment for services actually used by
      Netegrity.

OTHER TERMS

1.    The Parties agree to review the "Special Terms" above at the end of
      the year 2002 for extension to subsequent years.

2.    Monthly rate is for [**] working days in a month with [**] hours per
      day.

3.    Invoices shall be raised for the actual number of hours worked by each
      resource. For support provided during holidays and weekends, the charges
      shall be the normal rate for the number of hours worked.

4.    All invoices shall be paid off via check or wire transfer within
      [**] days from the date of invoice.



<TABLE>
<S>                                      <C>
Accepted by:                             Accepted by:
----------------------------------       ---------------------------------
INFOSYS TECHNOLOGIES LIMITED             NETEGRITY, INC.

/s/ Phaneesh Murphy                      /s/ William Bartow
----------------------------------       ---------------------------------
Authorized Signatory                     Authorized Signatory

Phaneesh Murphy                          William Bartow
----------------------------------       ---------------------------------
Name                                     Name

Member Of The Board                      VP Access Control
----------------------------------       ---------------------------------
Title                                    Title

2-11-02                                  1/17/02
----------------------------------       ---------------------------------
Date                                     Date
</TABLE>
<PAGE>
                                 AMENDMENT NO. 2
                                       TO
                           SOFTWARE SERVICES AGREEMENT
                                     BETWEEN
                                  NETEGITY, INC
                                       AND
                          INFOSYS TECHNOLOGIES LIMITED

Amendment No.2 is made on this 21 day of Jan 2003 to the Software Services
Agreement dated December 18, 2000 (the "Agreement"), by and between Netegrity,
Inc ("Netegrity") and Infosys Technologies Limited ("Infosys")

The Parties wish to amend the Agreement as follows:

                                    AMENDMENT

Now, Therefore, in consideration of the mutual obligations in this Amendment
No.2 and for other good consideration, the receipt and sufficiency of which are
acknowledged, the parties to this Amendment No. 2 agree as follows:

1.    This Amendment No. 2 shall take effect from January 01, 2003.

2.    Schedule B attached to the Agreement is deleted in its entirety and
      replaced with the new form of Schedule B attached hereto and incorporated
      herein by this reference.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 by their duly
authorized officers as of the date first written above.

<TABLE>
<S>                                      <C>
Accepted by:                             Accepted by:
----------------------------------       ---------------------------------
INFOSYS TECHNOLOGIES LIMITED             NETEGRITY, INC.

/s/ Subhash Dhar                         /s/ William C. Bartow
----------------------------------       ---------------------------------
Authorized Signatory                     Authorized Signatory

Subhash Dhar                             William Bartow
----------------------------------       ---------------------------------
Name                                     Name

Head Worldwide Sales
Communications & Product Services        VP Engineering
----------------------------------       ---------------------------------
Title                                    Title

1-22-03                                  1-21-03
----------------------------------       ---------------------------------
Date                                     Date
</TABLE>
<PAGE>
                                   SCHEDULE B

 Infosys Ratios for Time and Material Services effective 1/1/03 through 12/31/03

Effective January 1, 2003, the rates stated in Table-1 shall apply for software
engineering services to Netegrity, Inc.

                                     TABLE I

<TABLE>
<CAPTION>
           RATE                   OFF-SHORE RATE               OTHER FEE
                                  (USD PER MONTH)
<S>                               <C>                          <C>
Project Manager/Technology            $[**]                      [**]
Lead
Software Engineer                     $[**]                      [**]
</TABLE>

           ON-SITE ENGINEERING RATES: Off-Shore Rates + $[**] per Diem
          + $[**] for air travel and visa charges per resource per trip

OTHER TERMS

1.    Invoices shall be raised for the actual number of hours worked subject to
      a minimum of [**] hours onsite and [**] hours offshore. For support
      provided during holidays and weekends, the charges shall be the normal
      rate for the number of hours worked.

2.    Invoices shall be submitted electronically and shall be payable within
      [**] days of Netegrity receiving them.
<PAGE>
             AMENDMENT NO. 3 TO SOFTWARE SERVICES AGREEMENT BETWEEN
                                 NETEGRITY, INC
                                       AND
                          INFOSYS TECHNOLOGIES LIMITED

Amendment No. 3 is made on this 11 Day of February 2004 to the Software Services
Agreement dated December 18, 2000 ("Agreement"), by and between NETEGRITY INC
("Netegrity"), INFOSYS TECHNOLOGIES LIMITED ("Infosys").

The Parties wish to amend the Agreement as follows:

AMENDMENT

Now, Therefore, in consideration of the mutual obligations in this Amendment
No.3, and for other good consideration, the receipt and sufficiency of which are
acknowledged, the parties to this Amendment No. 3 agree as follows:

1.    This amendment shall take effect from January 01, 2004.

2.    Schedule B attached to the Agreement is deleted in its entirety and
      replaced with the new form of Schedule B attached hereto and incorporated
      herein by this reference.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 by their duly
authorized officers as of the date first written above.

<TABLE>
<S>                                      <C>
Accepted by:                             Accepted by:
INFOSYS TECHNOLOGIES LIMITED             NETEGRITY, INC.

/s/ Prasad Thrikutam                     /s/ William Bartow
----------------------------------       ---------------------------------
Authorized Signatory                     Authorized Signatory

Prasad Thrikutam                         William Bartow
----------------------------------       ---------------------------------
Name                                     Name

Vice President                           VP Engineering
----------------------------------       ---------------------------------
Title                                    Title

3-1-04                                   2/11/04
----------------------------------       ---------------------------------
Date                                     Date
</TABLE>
<PAGE>
                                   SCHEDULE B

Infosys Rates for Time and Material Services effective 1/1/2004 to 12/31/2005

Effective January 1, 2004, the rates stated in Table-I shall apply for off-shore
software engineering services to Netegrity.

                                     TABLE-I

                    TIME & MATERIAL RATES - SLAB BASED MODEL

<TABLE>
<CAPTION>
 NETEGRITY'S ANNUAL                                            ONSITE PERDIEM
  SPEND ON INFOSYS                          OFFSHORE RATE       RATE (USD PER
      PROJECTS                             (USD PER PERSON       PERSON) PER
   (USD PER YEAR)       RESOURCE ROLE        PER MONTH)         CALENDAR DAY
<S>                  <C>                   <C>                 <C>
Slab #1:  Less than  Project Manager/           $[**]               $[**]
$[**]                Tech Lead/ Onsite
                     Coordinator

                     Software Engineer/         $[**]               $[**]
                     QA Tester
                                                $[**]               $[**]
SLAB #2:  $[**]TO    PROJECT MANAGER/           $[**]               $[**]
$[**]                TECH LEAD/ ONSITE
                     COORDINATOR

                     SOFTWARE ENGINEER/         $[**]               $[**]
                     QA TESTER

                                                $[**]               $[**]
Slab #3:  $[**]to    Project Manager/           $[**]               $[**]
$[**]                Tech Lead/ Onsite
                     Coordinator

                     Software Engineer/         $[**]               $[**]
                     QA Tester
                                                $[**]               $[**]
Slab #4:  Over $[**] Project Manager/           $[**]               $[**]
                     Tech Lead/ Onsite
                     Coordinator

                     Software Engineer/         $[**]               $[**]
                     QA Tester
</TABLE>

ONSITE RATES will be computed as: Off-Shore Rate + Onsite Per Diem + US $[**]
for air travel and visa charges per resource per trip. Expenses towards trips
(if any) from Netegrity's primary work location in the US to any other location
will be charged at actuals. The slab amounts in the above table are exclusive of
all taxes, infrastructure costs, offshore lab costs and other expenses.
<PAGE>
SPECIAL TERMS FOR SERVICES DURING THE CALENDAR YEAR 2004

1.    For the calendar year 2004, Netegrity guarantees to pay Infosys at least
      US $4M on annual basis towards various product development projects.
      Infosys will continue to deliver the projects as a combination of offshore
      and/or onsite services as per project requirements.

2.    In view of section 1 above, Infosys agrees to apply the T&M rates
      corresponding to SLAB #2 from the rate chart as shown in Table-I for all
      resources on the project effective January 01, 2004.

3.    In view of section 2 above, all projects will be executed based on
      the new rates.

4.    In the event, at end of a calendar quarter, the cumulative billing figure
      for that quarter is less than US $[**], Netegrity shall pay Infosys [**]
      of US $[**]. In case of such a shortfall, Infosys shall, at the
      end of the quarter, present an invoice to Netegrity for difference amount
      and the invoice shall be payable within [**] days from the date of
      invoice.

5.    In the event, at the end of a calendar quarter, the cumulative
      billing figure for that quarter exceeds US $[**], Netegrity will be
      eligible for further [**]% [**] on the invoice amount billed in that
      specific quarter.  In such a scenario, Infosys will determine and [**].
      However, this [**] is applicable only for that quarter and [**] will be
      given for the previous quarters.

6.    In the event of Netegrity's decision to discontinue the relationship
      during the course of the contract, Netegrity will fulfill its obligations
      as per section 1, in addition to other obligations as set forth in the
      Master Services Agreement. In such a scenario, Netegrity shall pay Infosys
      the difference of US $4M and the actual billing amount till that date,
      within [**] days of Infosys raising the invoice.

7.    In the event of Infosys' decision to discontinue the relationship during
      the course of the contract, Netegrity shall pay all invoices raised
      towards services rendered till the date of contract cancellation. In such
      an event, Netegrity is not required to abide by the terms of section 1
      above.
<PAGE>
OTHER TERMS

1.    The Parties agree to review the above business structure at the end of
      year 2004 to determine a suitable slab for year 2005 depending on
      Netegrity's product roadmap for 2005.

2.    Monthly rate is for [**] working days in a month with [**] hours per
      working day at onsite and [**] hours per working day at offshore.

3.    If any resource works less than [**] days, the monthly rate will be
      prorated and only the actual number of work days shall be charged to
      Netegrity. For support and services rendered during weekends and holidays,
      Netegrity shall pay Infosys for the same, as extra, at the prorated
      monthly rates.

4.    Per-diem rates for onsite services shall be computed on a calendar
      day basis.