Exhibit 10.32

                           SOFTWARE LICENSE AGREEMENT

This Agreement, dated as of September 28, 2004, is made and entered into by and
between Primus Knowledge Solutions, Inc., a Washington corporation ("Primus HQ")
and Primus Knowledge Solutions, K.K., a corporation organized under the laws of
Japan ("Primus KK"), on the other hand. Primus HQ and Primus KK agree as
follows:

                             Section l. Definitions

Whenever used in this Agreement, the following terms will have the following
specified meanings:

"Affiliate" means, with respect to any person or entity, any other person or
entity (including, without limitation, any officer, director, shareholder,
partner, employee, agent or representative of such person or entity) that,
directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such first person or entity. For
purposes of this definition, "control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a person or entity, whether through the ownership of voting
securities or partnership or other ownership interests, by contract, by law or
otherwise.

"Confidential Information" means the Source Code, together with any and all
other confidential or proprietary information of Primus HQ, whether of a
technical, business or other nature (including, but not limited to, trade
secrets, know-how, technology, and information relating to the customers,
marketing plans, finances and business affairs of Primus HQ) disclosed by
written, graphic, oral or other means to or otherwise learned by Primus KK.

"Derivative Work" means any "derivative works" and "compilations" of the
Licensed Software within the meaning of such terms as defined in the U.S.
Copyright Act (17 U.S.C. Section 101 et seq.) that are created by or for Primus
KK as permitted under Section 2.1 below.

"Documentation" shall mean any and all currently available Primus HQ owned
system and user documentation that describes or relates to the Licensed Software
and are either necessary or useful for Primus KK to exercise the rights granted
it under this Agreement, including without limitation manuals of all types;
training materials; drawings; schematics; technical data; manufacturing and
production instructions, processes, and techniques; build procedures; testing
instructions and procedures; specifications; and any other printed or graphic
material for development, installation, use, operation, maintenance, and support
of the Licensed Software.

"Improvements" shall mean any modifications or enhancements to, or Derivative
Works, in each case resulting in a Japanese language product, based upon, any
part or all of the Licensed Software, Documentation, or Know-How (as defined
below).

"Know-How" shall mean all Primus HQ owned knowledge in any form conveyed by
Primus HQ to Primus KK and tangible information whether patentable or not,
related to the development of the Licensed Software and Documentation, including
but not limited to trade secrets and other confidential and proprietary
information, technical information, formulations, data, designs, and research
and development information.

"Licensed Software" means (a)_the Japanese language version of Primus HQ's
computer programs known as eServer 4.0f, eServer 4.0 SP1 and SP2 and eServer 5.2
SP1 and SP2 and the Japanese


<PAGE>

language version of eServer 5.2 SP3, if Primus HQ commercially releases eServer
5.2 SP3 to its customers and Primus KK elects to license eServer 5.2 SP3
pursuant to Section 3.2; and (b) Documentation; and (c) Know-How.

"Source Code" means the human-readable, uncompiled source code form of the
Licensed Software.

"TCI" means Trans Cosmos Inc., a Japanese corporation.

"Term" means the term of this Agreement as described in Section 5.1.

"Transition Period" means the time period between the date of this Agreement and
March 31, 2005.

"Unauthorized Use" means any use, possession, knowledge, viewing, inspection,
examination, copying or other activity involving any Source Code to the Licensed
Software, Documentation or Know-How or any portion of original source code
developed or owned by Primus HQ contained in a Derivative Work that is not
expressly authorized under this Agreement or otherwise in writing by Primus HQ.

                               Section 2. License

      2.l Grant

Subject to the terms and conditions of this Agreement, Primus HQ grants to
Primus KK an exclusive (except as provided in Section 2.2) perpetual,
royalty-free, nontransferable (except as provided in Section 4.4) license to:

            (a) use, reproduce, operate, support and maintain, modify or have
      modified (as permitted herein), and make or have made (as permitted
      herein) Improvements to the Source Code of the Licensed Software;

            (b) use, reproduce, sublicense and otherwise distribute only in
      Japan in any manner not restricted by this Agreement, including without
      limitation, directly or through resellers either as standalone versions,
      or in combination with other products, as an integrated component of a
      Primus KK product, service, or platform, or as an application service
      provider, Japanese language versions of the Licensed Software, including
      any Improvements incorporated therein and created by (or for, as permitted
      herein) Primus KK in machine-executable, object code form; and

            (c) use the terms "Primus" and "eServer" as a brand for the Licensed
      Software in Japan for a period of up to March 31, 2006 (the "Primus Marks
      Usage Period").

      2.2 Exclusivity Covenant and Revenue Share

Primus HQ will not grant rights to the Source Code or object code of the
Japanese language version of eServer 5.2 (or any prior Japanese language
versions of eServer or any Japanese language Derivative Work based substantially
on such Source Code) to any third party for use or resale; provided, however,
that Primus HQ may continue to sell and support the Japanese versions of eServer
in connection with a sale of additional products and with an obligation to pay
Primus KK a royalty of fifty percent (50%) of the net proceeds from its license
of Japanese eServer (where net proceeds equals the amount actually received by
Primus HQ, less direct costs of sale, including sales commissions and third
party royalties). Primus HQ will certify its calculations of net proceeds along
with each royalty report (to accompany each royalty payment) and Primus KK will
have customary rights to audit Primus HQ's records related to royalty payments
at Primus KK's expense.

<PAGE>

      2.3 Prohibited Use

Without limiting the restrictions set forth elsewhere in this Agreement, Primus
KK will not have the right to sell, sublicense, market or in any other way
commercially exploit the Licensed Software or any Derivative Work outside of
Japan or in any language other that Japanese.

      2.4 Delivery

Within five (5) business days after the date of this Agreement, Primus HQ will
deliver to Primus KK one (1) reproducible electronic copy of the Source Code as
it exists on the date of this Agreement and related Documentation. Further, if
Primus HQ commercially releases eServer 5.2 SP3 to its customers and Primus KK
elects to license eServer 5.2 SP3 pursuant to Section 3.2, within five (5)
business days after Primus HQ receives payment from Primus KK pursuant to
Section 3.2, Primus HQ will deliver to Primus KK one (1) copy of the Source Code
for the Japanese language version of eServer 5.2 SP3 and related Documentation.

      2.5 Third Party Software

Primus KK acknowledges that the Licensed Software contains intellectual property
owned or licensed by third parties. The parties will work together to obtain any
required consents, assignments or direct licenses to Primus KK from such third
parties. During the Transition Period, Primus KK shall be deemed to be a
royalty-free distributor of the Licensed Product and will remit any required
third party royalty or other charge to Primus HQ for Primus HQ to remit to the
applicable third party. If, after the Transition Period and despite the mutual
efforts of the parties to obtain ongoing rights, such licenses are not
obtainable, then such third party technology will be removed from the Licensed
Software. All obligations of confidentiality hereunder will apply to such third
party technology. Primus KK will pay all third party royalties related to its
use, license or sale of the Licensed Software (whether directly to the
applicable third party or to Primus HQ if such third party technology is used
under sublicense).

      2.6 Transition Period Assistance

During the Transition Period, Primus HQ will use its reasonable efforts to:

(a) provide engineering consulting services at the cost set forth in Section 3.4
to assist in knowledge transfer to Primus KK concerning the use and support of
the Source Code;

(b) assist Primus KK in supporting existing customers in Japan covered under
existing maintenance agreements with Primus HQ (that is, existing at the date
this Agreement is signed) until the earlier of the end of the term of such
maintenance agreements or December 31, 2004, at no additional charge to Primus
KK. Primus HQ shall have the right to retain any prepaid, but unused maintenance
and support payments it has received under such agreements; and

(c) With respect to new customers of Primus KK acquired after September 30, 2004
for which Primus KK requests support, Primus may elect, in its discretion, to
provide second line support at the cost set forth in Section 3.4 or as otherwise
separately agreed.

      2.7 Transfer of Primus KK Equity Interest

Upon the execution of this Agreement, Primus HQ will transfer to TCI, for the
agreed consideration of Twenty Five Thousand United States Dollars ($25,000),
the equity interests held by Primus HQ in Primus KK.


<PAGE>

      2.8 Bankruptcy Provision

Primus HQ and Primus KK acknowledge that this Agreement and all rights and
licenses granted to Primus KK under or pursuant to this Agreement are, and will
otherwise be deemed to be, licenses of rights to "intellectual property" as
defined under Section 101 of Title 11, United States Code (the "Bankruptcy
Code"). The parties agree that Primus KK, as a licensee of such rights under
this Agreement will retain and may fully exercise all of its rights and
elections under the Bankruptcy Code. Primus HQ acknowledges that if Primus HQ as
a debtor in possession, or a trustee in bankruptcy in the case under the
Bankruptcy Code, rejects the licenses granted to Primus KK in this Agreement,
Primus KK may elect to retain its rights under such licenses as provided in
Section 365(n) of the Bankruptcy Code. The parties also agree that, after the
commencement of a case under the Bankruptcy Code by or against Primus HQ and
unless and until the licenses granted herein are terminated or expired, upon
written request of Primus KK to Primus HQ or the trustee in bankruptcy, Primus
HQ or the trustee in bankruptcy will not interfere with the rights of Primus KK
as provided under this Agreement.

                             Section 3. Compensation

      3.l License Fee

Primus KK will pay to Primus HQ a one-time license fee of One Hundred Thousand
United States Dollars (US$100,000) due to be received by Primus HQ on or before
September 30, 2004.

      3.2 Additional Fee

If Primus HQ commercially releases eServer 5.2 SP3 to its customers, then upon
Primus KK's payment to Primus HQ of an additional license fee of Twenty-Five
Thousand Dollars ($25,000) then the Licensed Software shall include the Japanese
language version of eServer 5.2 SP3.

      3.3 Royalties

Primus KK will pay Five Hundred Thousand United States Dollars (US$500,000)
representing payment in full of all outstanding guaranteed quarterly minimum
payments through September 30, 2004. This amount (US $500,000) will be received
by Primus HQ before September 30, 2004.

      3.4 Transition Period Assistance

Primus KK will pay Primus HQ Two Hundred Fifty United States Dollars ($250) per
hour for any Transition Period assistance requested by Primus KK and provided by
Primus HQ pursuant to (1) Section 2.6(a); (2) after December 31, 2004 for
maintenance support of the type described in Section 2.6(b); and (3) for
maintenance support of the type described in Section 2.6(c) that is requested by
Primus KK and Primus HQ, in its discretion, elects to provide.

      3.5 Payment

Primus KK will pay the payments specified in Section 3.4 to Primus KK within
thirty (30) days after Primus HQ provides Primus KK an invoice for such payment.
All payments shall be made in the lawful currency of the United States. All
payments owed by Primus KK under this Agreement shall be made without set-off of
any amount or nature whatsoever. Any amounts not paid when due will be subject
to finance charges at the rate of 1% per month, determined and compounded on a
daily basis from the date due until the date paid.


<PAGE>

      3.6 Foreign Withholding Tax

Primus KK acknowledges and confirms that the transaction described in this
Agreement are being made in the state of Washington. Accordingly, if Primus KK
is required under the laws of Japan or any other jurisdiction to withhold from
the amounts payable to Primus HQ under this Section 4 any taxes due in such
jurisdiction for such payments then the amount subject to such withholding tax
shall be increased to such amount where the amount payable to Primus HQ net of
such withheld taxes equals the amounts specified in this Section 3.

                          Section 4. Proprietary Rights

      4.l Ownership

(a) Primus KK acknowledges that the Licensed Software involves valuable
copyright, trade secret and other proprietary rights of Primus HQ. No title to
or ownership of the Licensed Software, or the proprietary rights to the Licensed
Software, is transferred to Primus KK pursuant to this Agreement, and Primus HQ
reserves all of its copyright, trade secret and other proprietary rights in the
Licensed Software.

(b) Subject to Primus HQ's ownership of the Licensed Software as set forth
above, Primus KK shall be the sole owner of any and all inventions, discoveries,
or Improvements arising out of, resulting from, or related to the Licensed
Software developed by or on behalf of Primus KK (including without limitation
Derivative Works), whether in written or unwritten form, and of all
methodologies, techniques, and know-how resulting from the use of the Licensed
Software by or on behalf of Primus KK, including, but not limited to, the
integration of the Licensed Software, or parts thereof, into Primus KK's other
computer systems. All right, title, and interest, including without limitation
any copyright, patent, and any other intellectual property or proprietary right,
in and to such inventions, discoveries, or Improvements (together, such rights
derived or related in any way to the Licensed Software are referred to as the
"Primus KK IP Rights") shall not pass to Primus HQ but shall be the exclusive
property of Primus KK. Primus KK hereby grants a perpetual, non-exclusive,
worldwide, royalty free license to Primus HQ and its successors to use any
Primus KK IP Rights in connection with products independently developed by
Primus HQ or its successors. For the avoidance of doubt, Primus HQ will not have
a license to use the actual source code or other actual embodiment of the Primus
KK IP Rights, but shall not in any way be held liable for claimed infringement
of any Primus KK IP Rights on any Primus HQ independently developed product. As
a result, Primus HQ agrees not to challenge or assist any other party in
challenging the validity of, or Primus KK's rights in, the Improvements or any
applications to register any copyrights, patents, or other intellectual property
rights related to the Improvements. Primus HQ agrees to cooperate with
reasonable requests to assist Primus KK, at Primus KK's expense, with any
applications to register any copyrights, patents or other intellectual property
rights related to the Improvements.

      4.2 Trademarks and Trade Names

(a) Primus HQ reserves title to "Primus", "eServer" and any and all other
brands, trade names and trademarks which Primus HQ uses in connection with the
Licensed Software (the "Primus Marks").


<PAGE>

(b) At the expiration of the Primus Marks Usage Period, Primus KK shall (i)
cease to use all Primus Marks associated with the Licensed Software; and (ii)
cease to use "Primus" as a part of its trade name. At any time prior to the
expiration of the Primus Marks Usage Period, Primus KK may elect to surrender
the Primus Marks in connection with the marketing and usage of the Licensed
Software upon written notice to Primus HQ. After a surrendering of the usage or
upon expiration of the Primus Marks Usage Period, Primus KK shall re-brand the
Licensed Software as it deems desirable in its sole discretion; provided however
that Primus KK shall continue to apply the copyright and proprietary notices set
forth in Sections 4.3 and 4.4 in any document or medium containing any portion
of the Source Code.

      4.3 Copyright Notices

Primus KK will include on any Licensed Software copied, sublicensed, distributed
or otherwise used by Primus KK all proprietary notices currently in the Licensed
Software, including but not limited to, the following notice: "(C) Copyright
(____) Primus Knowledge Solutions, Inc.. All Rights Reserved."

      4.4 Protection of Code

Primus KK will do all things necessary to prevent Unauthorized Use of the
Licensed Software and to preserve and protect Primus HQ's proprietary rights
therein. Without limiting the generality of the foregoing, Primus KK will not:

            (a) sublicense, transfer, disclose or otherwise make available any
      Licensed Software or Derivative Works in object code form other than to
      Primus KK's distributors and end-users pursuant to a license agreement
      consistent with the terms of this Agreement;

            (b) sublicense or otherwise grant to any person or entity the right
      to license, distribute, disclose or otherwise make available any Source
      Code to any person or entity; or

            (c) sublicense, transfer, disclose or otherwise make available any
      Source Code to any person or entity other than to Primus KK's employees or
      contractors (provided that no third party contractors may have access to
      the Source Code if such contractor in engaged in any business competitive
      to Primus HQ or its Affiliates, such as developing products for or in
      conjunction with any Primus HQ competitor) who need access to the same for
      the purposes specified in Section 2.1 and who have first executed an
      agreement which (i) contains the same protections of Primus HQ's
      proprietary rights as are set forth in this Agreement, (ii) prohibits any
      Unauthorized Use of the Source Code, (iii) precludes such person from
      disclosing the Source Code to any third party, and (iv) precludes such
      person from using the Source Code other than on behalf of Primus KK for
      the purposes specified in Section 2.1.

Primus KK will maintain records of all agreements referred to in Section 4.4(a)
and the originals of all agreements referred to in Section 4.4(c) in its
permanent business records, will use its best efforts to enforce the same, and
will provide copies of such records and agreements to Primus HQ upon Primus HQ's
request. In addition, Primus KK will ensure that any document or medium
containing any portion of the Source Code has prominently displayed thereon the
following notice: "This item contains confidential information which is the
property of Primus Knowledge Solutions, Inc.. Primus Knowledge Solutions, Inc.
owns all proprietary rights to such information, including copyrights and trade
secret rights. This information will not be disclosed to any person or entity
outside of this company."


<PAGE>

      4.5 Additional Protection of Proprietary Rights

Primus KK will not infringe or violate, and will take appropriate steps and
precautions for the protection of, the proprietary rights referred to in Section
4.1. Without limiting the generality of the foregoing, Primus KK will keep all
Source Code secured, under access and use restrictions sufficient to prevent any
Unauthorized Use, and will otherwise use its best efforts to prevent any
Unauthorized Use. Primus KK will immediately notify Primus HQ of any
Unauthorized Use. In the event of any Unauthorized Use relating to the
activities of Primus KK or any of its employees, agents or representatives, or
any of Primus KK's subcontractors or transferees of the Licensed Software,
Primus KK will take all steps reasonably necessary to terminate such
Unauthorized Use and to retrieve any copy of the Source Code or other Licensed
Software in the possession or control of the person or entity engaging in such
Unauthorized Use. Primus KK will immediately notify Primus HQ of any legal
proceeding initiated by Primus KK in connection with such Unauthorized Use.
Primus HQ may, at its option and expense, assume control of any such proceeding.
If Primus HQ assumes such control, Primus HQ will have exclusive control over
the prosecution and settlement of the proceeding, Primus KK will provide such
assistance related to such proceeding as Primus HQ may reasonably request, and
Primus KK will assist Primus HQ in enforcing any settlement or order made in
connection with such proceeding.

                         Section 5. Term and Termination

      5.1 Term

The Term will commence on the date of this Agreement and will continue in
perpetuity unless terminated in accordance with Section 5.2.

      5.2 Termination

Primus HQ may terminate the Term immediately by giving Primus KK written notice
of termination in any event that: (a) Primus KK fails to timely make any
payments under Section 3.1 or 3.6; or (b) Primus KK fails to cure any breach of
or default under this Agreement by Primus KK within thirty (30) days after
Primus HQ gives Primus KK written notice of the breach or default; or (c) any of
the following take place: (i) the making by Primus KK of any general assignment
or general arrangement for the benefit of creditors; (ii) the filing by or
against Primus KK of a petition to have Primus KK adjudged a bankrupt or of a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless in the case of a petition filed against Primus KK, the same is dismissed
within sixty (60) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Primus KK's assets or of Primus KK's interest
in this Agreement, where possession is not restored to Primus KK within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Primus KK's assets or of Primus KK's interest in this
Agreement, where such seizure is not discharged within thirty (30) days.
Liquidation of Primus KK into TCI is not a breach of this Agreement.

      5.3 Effect of Termination on License

On termination in accordance with Section 5.2, the license granted under Section
2 will automatically terminate and Primus KK will immediately cease to (a)
modify, reproduce or otherwise use the Source Code, and (b) use, reproduce,
sublicense and otherwise distribute the Licensed Software or any portion of an
Improvement containing original Source Code


<PAGE>

developed or owned by Primus HQ. Primus KK will, within twenty (20) days after
the end of the Term, return to Primus HQ or destroy any and all copies of the
Licensed Software or any portion of an Improvement containing original Source
Code developed or owned by Primus HQ in its possession or control including, but
not limited to, any modified or merged versions. Any sublicenses of the Licensed
Software or Derivative Work object code granted by Primus KK pursuant to Section
2.1(b) prior to the end of the Term will survive the end of the Term.

    Section 6. Disclaimer of Warranty, Limitation of Liability and Indemnity

      6.1 Warranty Disclaimer

Primus HQ represents and warrants that it is has the right to grant the licenses
to Primus KK as set forth herein to the Licensed Software. This warranty is not
to be construed as any warranty against any infringement of any third party
intellectual property. Primus HQ has no present knowledge of any actual or
alleged infringement of any third party intellectual property by the Licensed
Software in Japan. Primus KK acknowledges that the Licensed Software is
furnished to Primus KK "AS IS" and with all "BUGS, ERRORS, DEFECTS, DEFICIENCIES
AND FAULTS." PRIMUS HQ MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SOURCE CODE OR OTHER LICENSED
SOFTWARE OR ITS USE AND OPERATION ALONE OR IN COMBINATION WITH ANY OTHER
PRODUCT.

      6.2 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OF ANY KIND, WHETHER UNDER THEORY OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF SUCH PARTY
WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGE.

      6.3 Indemnity

Primus KK releases and will defend, indemnify and hold harmless Primus HQ from
and against any and all claims, losses, damages, liens, liabilities, costs and
expenses (including, but not limited to, reasonable attorneys' fees) arising out
of or in connection with Primus KK's exercise of the license rights set forth in
this Agreement or any sale or other distribution of the Licensed Software or any
Improvement by, through or under Primus KK.

                 Section 7. Additional Obligations of Primus KK

      7.1 Nondisclosure

Any Confidential Information received by Primus KK in performance of this
Agreement will be treated by Primus KK as confidential and proprietary
information of Primus HQ and will be used by Primus KK solely for purposes of
performing its obligations and/or exercising its rights under this Agreement.
Primus KK will disclose such information only to its employees and contractors
(subject to Section 4.4(c)) whose duties justify their need to know the same in
order for Primus KK to perform its obligations and/or exercise its rights under
this Agreement. Primus KK will not disclose such


<PAGE>

information to any other person or entity, unless the information is in the
public domain at the time of disclosure through no fault of the Primus KK, or
Primus HQ consents to the disclosure in writing.

      7.2 Compliance with Laws

In performing this Agreement, Primus KK will comply with all applicable laws,
regulations, rules, orders and other requirements, now or hereafter in effect,
of governmental authorities having jurisdiction. Primus KK will comply with all
requirements relating to the import, export or re-export of any Licensed
Software or other items furnished by Primus HQ under this Agreement.

      7.3 Restrictions

Except as specifically provided in this Agreement, Primus KK will not and will
not authorize or permit any other person to: (a) reverse engineer, disassemble,
copy, reproduce, change, modify or alter any Licensed Software or part thereof;
or (b) remove, modify or alter any notice of copyright, mask work, trademark,
trade name or any other notice of Primus HQ or its proprietary rights appearing
on any Licensed Software.

                            Section 8. Miscellaneous

      8.l Notices

Any notice or other communication under this Agreement will be deemed given if
delivered in writing to the intended recipient either in person or mailed,
postage prepaid, to the address specified below the intended recipient's
signature at the end of this Agreement. Either party may change its specified
address by giving the other party notice of the change in accordance with this
Section.

      8.2 No Partnership

This Agreement will not be interpreted or construed to create an association,
joint venture or partnership between the parties or to impose any partnership
obligation or liability upon either party.

      8.3 Nonwaiver

The failure of either party to insist upon or enforce strict performance of any
of the provisions of this Agreement or to exercise any rights or remedies under
this Agreement will not be construed as a waiver or relinquishment to any extent
of such party's right to assert or rely upon any such provisions, rights or
remedies in that or any other instance; rather, the same will be and remain in
full force and effect.

      8.4 Entire Agreement

This Agreement sets forth the entire agreement, and supersedes any and all prior
agreements, among the parties with regard to the subject matter hereof. No
amendment, modification or waiver of any of the provisions of this Agreement
will be valid unless set forth in a written instrument signed by the party to be
bound thereby. Any remedy of Primus HQ set forth in this Agreement is in
addition to any other remedy afforded to Primus HQ under any other contract, by
law or otherwise. The distribution agreement between the parties and all
subsequent amendments thereto is hereby terminated and of no further force or
effect.

      8.5 Assignment

(a) Primus KK will not assign all or any part of this Agreement or any of its
rights hereunder without the prior written consent of Primus HQ; provided,
however, that no consent of Primus HQ


<PAGE>

shall be required to assign this Agreement and the licenses granted hereunder to
TCI or its controlled Affiliate (but not to any Affiliate that is part of a
joint venture with any company that is a direct competitor to Primus HQ or its
successor) provided that such assignee agrees in writing to assume and comply
with the terms of this Agreement and that such assignee shall not have the right
thereafter to assign or transfer this Agreement or the license to any other
third party other than to TCI or one of its controlled Affiliates.

(b) Subject to the foregoing restriction on assignments, this Agreement will be
fully binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective successors, legal representatives and assigns. The
parties shall cause their successors, legal representatives and assigns, whether
created voluntarily or by operation of law and including without limitation
those resulting from merger, acquisition, consolidation or other like events (a
"Successor-in-Interest"), to perform their respective obligations under this
Agreement. In the event that either party should engage in negotiations with a
Successor-in-Interest, that party shall promptly and completely disclose the
terms of this Agreement to the third party, and the disclosing party shall take
all necessary steps to ensure the assumption of and compliance with all terms of
this Agreement by that party's Successor-in-Interest. Upon the request of the
other party, a party so engaged in potential succession or merger negotiations
shall provide the requesting party with written assurances of the negotiating
party's compliance with this Section.

      8.6 Unenforceable Provisions

The invalidity or unenforceability of any of the provisions of this Agreement
will not affect the other provisions hereof, and this Agreement will be
construed in all respects as if such invalid or unenforceable provision were
replaced with a valid and enforceable provision as similar as possible to the
one replaced.

      8.7 Survival

Sections 4, 6 and 7.1 and all other provisions of this Agreement which may
reasonably be interpreted or construed as surviving the expiration or
termination of the Term, will survive the expiration or termination of the Term.

      8.8 Forum Selection

Primus KK will not commence or prosecute any suit, proceeding or claim to
enforce the provisions of this Agreement, or otherwise arising under or by
reason of this Agreement, other than in the federal and state courts located in
King County, State of Washington. Primus KK hereby irrevocably consents to the
jurisdiction and venue of such courts with regard to any suit, proceeding or
claim to enforce the provisions of this Agreement, or otherwise arising under or
by reason of this Agreement.

      8.9 Applicable Law

This Agreement will be interpreted, construed and enforced in all respects in
accordance with the laws of the State of Washington, U.S.A, without reference to
its choice of law principles. The provisions of the 1980 U.N. Convention on
Contracts for the International Sale of Goods do not apply to this Agreement.

      8.10 Choice of Language

The original of this Agreement has been written in English. Primus KK waives any
right it may have under the laws of Japan or any other jurisdiction to have this
Agreement written in any other language.

<PAGE>

      8.11 Counterparts

This Agreement may be executed in any number of counterparts and may be
delivered by facsimile, each of which will be deemed an original and all of
which when taken together will constitute one and the same instrument binding on
the parties hereto.

Primus HQ:                                    Primus KK:

PRIMUS KNOWLEDGE SOLUTIONS, INC.              PRIMUS KNOWLEDGE SOLUTIONS, K.K.

By        /ss/                                By          /ss/
  ----------------------------------            --------------------------------

Title     President and CEO                   Title         President
     -------------------------------               -----------------------------

Address:                                      Address:
        ----------------------------                  --------------------------

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