ACCRUE SOFTWARE INC
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>f67069ex10-22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.22


                           SOFTWARE LICENSE AGREEMENT


This License Agreement ("Agreement") made as of July 1, 2000 ("Effective
Date"), between VI/Visualize, Inc. ("Visualize"), a Nevada corporation, having
as its principal place of business at 1819 E. Morten Suite 210, Phoenix,
Arizona 85020 and Accrue Software, Inc. ("Accrue"), a Delaware corporation,
having its principal place of business at 48634 Milmont Drive, Fremont, CA
94538.

                                    RECITALS


A.     Visualize has developed and owns certain computer software known as
       VantagePoint(TM) (defined below as the "Product").

B.     Accrue wishes to include certain aspects of the Product in executable
       form in a web analysis product Accrue has developed (defined below as the
       "Application").

C.     Visualize wishes to license the product to Accrue and Accrue wishes to
       license the Product from Visualize on the terms and conditions set forth
       herein.

                              TERMS AND CONDITIONS

1.     DEFINITIONS

1.1    "Product" is defined as any component of VantagePoint(TM), as described
       in Exhibit A that is supplied to Accrue under the terms of this
       Agreement, including all Documentation, Product Releases and Maintenance
       Releases.

1.2    "Documentation" is defined as the "VantagePoint(TM) Reference Manual" in
       electronic or printed form and the "VantagePoint(TM) Class Library
       Reference."

1.3    "Product Release" is defined as a major enhancement or restructuring of
       the Product. A Product Release is identified by an integer version
       number, for example, VantagePoint(TM), Version 4.0.

1.4    "Maintenance Release" is defined as an update to an existing release,
       which adds minor features or corrects documented bugs. A Maintenance
       Release is identified by a decimal integer appended to the Product
       Release number, for example, Version 4.1.

1.5    "Application" is defined as the software programs including enhancements
       and future version thereof into which Accrue wishes to integrate the
       Product, as more fully described in Exhibit C.

2.     LICENSE OF PRODUCT

2.1    LICENSE:  Visualize hereby grants to Accrue a perpetual, non-exclusive,
worldwide license (i) to copy and incorporate all or part of Product, in object
code (class files) in Application and (ii) to market, distribute, license and
sublicense, without restriction, Application which incorporates the Product and
any modifications, enhancements, and/or alterations thereto. If and when the
source code to the Product is released to Accrue under Section 4.9 below,


<PAGE>   2
       Visualize hereby grants Accrue a perpetual, non-exclusive worldwide,
       royalty-free license to use the source code to support and maintain the
       Product as well as make modifications and enhancements thereto (including
       enhancements that maintain competitiveness of the Product with then
       market standards) in support of Accrue's rights to market, distribute,
       and license Application which incorporates the Product. Accrue may not,
       without Visualize's written consent, distribute the product as a
       stand-alone product or otherwise use the Product in a manner inconsistent
       with this license agreement, except that Accrue may distribute
       Maintenance Releases and Product Releases on a stand-alone basis to its
       end users of the Application.

2.2    CONSIDERATION:  For the rights and license granted herein, Accrue will
       pay Visualize as provided in Exhibit B attached hereto. [*] payments to
       Visualize will be made [*], with the first payment due on or before
       October 31, 2000.

2.3    PROPRIETARY RIGHTS:  Accrue agrees that the Product is and shall remain
       the sole property of and proprietary to Visualize. Nothing in this
       Agreement shall alter these rights and no title to or ownership of the
       Product is transferred to Accrue. Each part may use the trademarks or
       name of the other in promotional and advertising material related to
       distribution of the Product provided such use is consistent with the
       standards of other party and is approved by such party before use of the
       material. Any such material not disapproved within five working days
       will be deemed approved.

2.4    DELIVERY OF PRODUCT:  Upon execution of this Agreement, Visualize shall
       deliver to Accrue the Product, (by CD-ROM, magnetic diskettes, or
       electronically for installation on Accrue's computers) and such other
       diskettes, CD-ROMs, manuals, examples, and other information as may
       relate to or comprise the Product, including without limitation the
       items described on Exhibit A hereto. The Product will be shipped to
       Accrue at the address set forth on the signature page or such other
       address specified by Accrue in writing. Visualize may package and ship
       the product in any commercially reasonable manner. Thereafter,
       Visualize will deliver to Accrue, without charge (by CD-ROM, magnetic
       diskettes, or electronically for installation on Accrue's computers)
       any Product Releases and Maintenance Releases and one master copy of
       any changes to the related Documentation promptly when available.

2.5    TAXES: Accrue is responsible for all applicable sales, use, personal
       property, excise or other similar taxes or export and import taxes,
       duties, and charges, however designated (except only for tax based on
       the net income of Visualize or franchise tax arising from Visualize's
       activities) and such taxes shall be paid directly by Accrue or
       reimbursed by Accrue to Visualize, as necessary, without reducing the
       amount otherwise due to Visualize hereunder.

3.     SUPPORT AND MAINTENANCE

3.1    SUPPORT:  Visualize will provide Accrue, free of charge, with phone and
       email technical support for Product Release 4.0 and beyond [*] for the
       term of the contract. Such support will be available only during the
       hours of 8 a.m. to 5 p.m. Arizona Time. Accrue will provide technical
       support to its end users, and Visualize will interface only with one
       primary and back-up Accrue appointed technical support representative on
       any technical support related issues.


*   CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>   3
3.2  TRAINING: Visualize will provide Accrue, [*], with 16 consulting hours, all
     or part of which may be used in an on site training visit by a Visualize
     developer to Accrue, with travel at Accrue's expense.

3.3  MAINTENANCE: Visualize will provide, [*] promptly when available, Product
     Releases and Maintenance Releases to Accrue during the term of this
     Agreement. Maintenance Releases will be provided to fix bugs, whether or
     not reported by Accrue, and to provide minor enhancements to the Product.
     If Accrue reports a documented, reproducible bug in Product that
     significantly impairs the intended functionality of the Application, then
     Visualize will use its best efforts to provide a specific correction within
     7 business days. Visualize shall notify Accrue of its plans to release any
     Product Release or Maintenance Release as soon as practicable prior to the
     scheduled release date, and in no event less than twenty (20) days prior to
     such release.

4.   COVENANTS

4.1  CONFIDENTIALITY: Each party will keep confidential any confidential
     information relating to (i) the Product or to the other party's business,
     finances, marketing and technology to which it obtains access and (ii) the
     terms and conditions of this Agreement, and each party agrees that it will
     take reasonable precautions to protect such confidential information of the
     other party, or any part thereof to the same extent it protects its own
     similar confidential information from any use, disclosure or copying.
     Confidential information of a party shall not include information which (i)
     is or becomes publicly known through no fault of the other part, (ii) is
     disclosed to the other party by a third party who had lawfully obtained
     such information and without a breach of such third party's confidentiality
     obligations (iii) is developed independently by the other party, or (iv)
     the party has given written permission to the other party to not keep
     confidential. A party wishing to use or disclose information based on any
     of the foregoing exceptions will have the burden of proving the
     applicability of such exception by objective or verifiable evidence and
     will in no event use such information prior to 30 days after notice of such
     intention to the other party hereto.

4.2  INJUNCTIVE RELIEF: In the event of a breach of any of the provisions of
     Section 4.1, the parties agree that there would be no adequate remedy at
     law, and accordingly the parties agree that the non-breaching party, in
     addition to any other available legal or equitable remedies, is entitled to
     see injunctive relief against such breach without any requirement to post
     bond as a condition of such relief.

4.3  COPYRIGHT PROTECTION: Accrue shall include with all copies of Product any
     copyright and trademark notices included in the object code version of the
     Product (to the extent such inclusion is technically feasible and
     reasonable, given the parties' intended use of Product), and shall comply
     with Visualize's reasonable written instructions regarding protection
     thereof under applicable copyright laws.

4.4  REVERSE COMPILING: Accrue shall not attempt to create or permit others to
     attempt to create, by reverse compiling or disassembling or otherwise, any
     part of the source program for the Product from the object code or from
     other information made available to Accrue. Accrue authorizes Visualize to
     incorporate means for such reverse compilation or disassembly in the
     Product.

4.5  COPIES: Accrue may make machine-readable copies of each Product and copies
     of the Documentation and other documents as necessary for the use
     authorized in this Agreement.

*   CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION.
<PAGE>   4
     All copies, whether in machine readable, printed, or other form, are part
     of the Product and Accrue must include on all such material Visualize's
     notice of its proprietary rights in the form set forth in the Product as
     delivered to Accrue.

4.6  ACCESS: Accrue may disclose and make the Product accessible to its
     employees, contractors and agents only to the extent needed to exercise the
     licenses granted hereunder.

4.7  GENERAL PAYMENT TERMS: Past due amounts will accrue interest at a rate of
     one percent (1%) per month. The prevailing party in any legal action
     brought by one party against the other and arising out of this Agreement
     shall be entitled to reimbursement of all costs and reasonable attorney's
     fees incurred by such party.

4.8  SOFTWARE AUDIT RIGHTS: Visualize shall have the right, not more than twice
     each calendar year during the term of this Agreement, upon thirty (30) days
     prior written notice to Accrue, to enter Accrue's premises during normal
     business hours to inspect Accrue's records to verify compliance by Accrue
     with the terms of this Agreement. Accrue agrees to cooperate with Visualize
     in any such inspection. All costs of such audit shall be borne by Visualize
     provided that if any audit reveals an underpayment of 5% or more during the
     audited period, the cost of such audit shall be borne by Accrue, and Accrue
     shall promptly pay the amount of the underpayment plus accrued interest.

4.9  PRODUCT SOURCE CODE: Visualize shall, at its sole cost and expense,
     establish a software escrow account with an escrow agent satisfactory to
     Accrue within sixty (60) days of the Effective Date and shall deposit a
     copy of the source code and object code for the Product and existing
     Documentation, manuals, logic diagrams, flow charts, operating
     instructions, other materials describing the programming, design and use
     of the product. After the Effective Date, Visualize shall deposit into
     the escrow account all source code and object code for Maintenance
     Releases and Product Releases and then-existing documentation upon
     delivery of such releases to Accrue. Should Visualize become insolvent,
     declare bankruptcy or be declared bankrupt by a competent tribunal, make
     an assignment for the benefit of creditors, cease to conduct business in
     the normal course, or cease support of the Product for more than 60 days,
     Accrue shall be entitled to obtain from the escrow account a complete
     copy of the escrow materials, including the Product source code, from
     such escrow account, which Accrue shall have the right to use as set
     forth in the source code license in Section 2.1 above. In the event
     Visualize resumes rendering requested Support and Maintenance, the
     source code will be returned to the escrow account and be subject to
     the terms and conditions of this section governing access to such
     source code.

5.   WARRANTIES AND INDEMNIFICATION

5.1  EXPRESS WARRANTY: Visualize represents and warrants to Accrue that it has
     all necessary corporate power and authority to enter into this Agreement,
     to consummate the transactions contemplated hereby, and to license the
     Product to Accrue, and that such license does not conflict with or infringe
     any rights of any third party (including, without limitation, any
     copyrights, patent rights or trade secrets), or any agreement to which
     Visualize is bound or the Product is subject.

5.2  LIMITED WARRANTY: Visualize hereby warrants to Accrue that the Product will
     conform to its published specifications in all material respects. This
     warranty is limited and shall not apply if failure of the Product to
     conform to published specifications results from (i) improper use of the
     Product; or (ii) operation of the Product outside the environmental
     conditions
<PAGE>   5
     specified on the User Documentation; or (iii) modifications to the Product
     not made by Visualize. This warranty does not apply to any release of the
     Product that is designated "beta test software" or "pre-release software"
     by Visualize.

5.3  EXCLUSION OF IMPLIED WARRANTIES: ANY AND ALL OTHER WARRANTIES AS TO THE
     PRODUCT AND USER DOCUMENTATION, INCLUDING IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE
     SPECIFICALLY EXCLUDED, WAIVED, AND NEGATED.

5.4  LIMITATION OF LIABILITY: NEITHER VISUALIZE NOR ITS OFFICERS, EMPLOYEES, OR
     DIRECTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
     DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR
     BENEFITS, LOSS RESULTING FROM THE USE OF THE PRODUCT OR ARISING OUT OF ANY
     BREACH OF ANY WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
     VISUALIZE SHALL HAVE NO LIABILITY FOR ANY CLAIM OF ANY KIND OR NATURE,
     INCLUDING BUT NOT LIMITED TO VISUALIZE'S NEGLIGENCE, ARISING OUT OF OR IN
     ANY WAY RELATED TO THIS AGREEMENT, OR IN CONNECTION WITH ANY USE OR OTHER
     EMPLOYMENT OF ANY PRODUCT LICENSED TO THE CUSTOMER HEREUNDER, WHETHER SUCH
     LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, OR
     OTHERWISE, WHICH MAY BE ASSERTED BY THE CUSTOMER, EXCEPT FOR IN RESPECT OF
     THIRD-PARTY CLAIMS PURSUANT TO SECTION 5.6 HEREIN, VISUALIZE'S AGGREGATE
     LIABILITY TO THE CUSTOMER FOR ALL LOSS AND DAMAGE WHETHER IN NEGLIGENCE,
     CONTRACT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
     OR THE OPERATION OR FAILURE TO OPERATE OF THE PRODUCT, SHALL IN ANY EVENT
     BE LIMITED TO AMOUNTS PAID TO VISUALIZE BY ACCRUE UNDER THIS AGREEMENT.

5.5  NOTIFICATION: Accrue shall notify Visualize in writing of any claim or
     other legal proceeding involving the product promptly after it becomes
     aware of any such claim of proceeding, and will also report all claimed or
     suspected failures of the Product to conform to the Documentation promptly
     after Accrue becomes aware of any such claimed or suspected failure,
     during the term of the Agreement.

5.6  INDEMNIFICATION BY VISUALIZE: Visualize will defend, indemnify, and hold
     harmless Accrue against any claim that the Product (including Maintenance
     Releases and Product Releases) infringes any claim of copyright or
     trademark of any third party, or any claim under any patent or patent
     application, or that the foregoing incorporate any misappropriated trade
     secrets of a third party, provided that Accrue gives Visualize prompt
     written notice thereof, grants Visualize sole control of the defense and
     any related settlement negotiations, cooperates with Visualize in the
     defense of such claim and does not agree to settle any such claim without
     Visualize's written consent. If use of the Product is finally enjoined, or
     if Visualize anticipates the possibility of such an injunction, Visualize,
     at its option, will either (i) procure for Accrue the right to use the
     Product under the same terms and conditions of this Agreement (ii) replace
     the Product with a substantially equivalent program the use of which is not
     so enjoined, or if neither of the foregoing options is reasonable
     available, (iii) terminate Accrue's license and refund the license fee paid
     for the Product. Notwithstanding the foregoing, Visualize shall have no
     liability to Accrue if the infringement results from (a) use of the Product
     in combination with other software or hardware, if the Product alone would
     not have been so infringing, (b) modifications to the Product not made by
     Visualize if such
<PAGE>   6
      infringement would have been avoided by the absence of such modification,
      or (c) use of other than the versions of the Product most recently offered
      to Accrue within the proceeding six month period if such infringement
      would have been avoided by use of such current revisions. THE FOREGOING
      STATES THE ENTIRE LIABILITY OF VISUALIZE, AND THE SOLE REMEDY OF ACCRUE,
      WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
      CONTRACTUAL RIGHTS OF THIRD PARTIES BY THE PRODUCT(S) OR ANY PARTS OR
      RELEASES THEREOF.

5.7   EXCLUSIVE REMEDIES: Except in the case of infringement of a third party
      intellectual property right, Accrue's exclusive remedies for any claims
      against Visualize arising out of the Agreement shall be limited to the
      following, at the option of Visualize: (a) replacement by Visualize of the
      Product with software acceptable to Accrue that functions substantially in
      accordance with the User Documentation; (b) repair by Visualize of the
      Product, by patch or work around, so that it functions substantially in
      accordance with the User Documentation or; (c) refund by Visualize of the
      money paid by Accrue and received by Visualize in respect to the product.
      Accrue acknowledges that this Section 5.7 limits its remedies in the event
      that Visualize has breached any of its obligations to Accrue. WITHOUT
      LIMITING THE FOREGOING, VISUALIZE AND ACCRUE AGREE THAT IF ANY REMEDY
      HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER
      LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH HEREIN SHALL REMAIN IN
      EFFECT.

6.    TERM AND TERMINATION

6.1   TERM: The term of this Agreement will be three years from the Effective
      Date.

6.2   TERMINATION FOR CAUSE: The occurrence of any of the following events shall
      constitute a default under the terms of this Agreement, and a cause for
      termination of this Agreement:

      (a)   The failure by Accrue to pay Visualize any amount on or before the
            day payment is due, thirty (30) days after receipt of written notice
            notifying Accrue of such failure (to allow Accrue to cure such
            default); or

      (b)   The failure of a party to cure any breach of any material term of
            this Agreement (other than non-payment) within thirty (30) days of
            receipt of written notice thereof.

6.3   EFFECT OF TERMINATION: If this Agreement expires or is terminated for any
      reason, the license granted hereunder shall terminate, and Accrue's right
      to distribute the licensed Product shall end immediately. Within thirty
      (30) days following such termination, Accrue shall return or destroy all
      copies of Product in Accrue's possession (other than one copy, for support
      of existing licenses) and certify in writing that all other copies of
      Product have been destroyed or returned. Notwithstanding any conflicting
      provision herein, following termination of this Agreement and for so long
      thereafter as is necessary for Accrue to satisfy obligations for support
      and maintenance services to its end users, Accrue shall have a limited
      license to use and modify a copy of the Product solely for such purposes,
      provided however that Accrue shall provide mutually acceptable assurances
      to Visualize which are appropriate under the circumstances. None of
      Accrue's existing sublicenses to end users for Product in Accrue's
      Application shall be affected by any termination of this Agreement and
      such licenses shall remain in full force and effect until the end of their
      then respective terms. After


<PAGE>   7
     termination, Accrue shall also have the right to distribute Maintenance
     Releases and Product Releases to Accrue's end users, at Visualize's then
     standard rates and payment terms.

6.4  NO DAMAGES FOR TERMINATION: Neither Visualize nor Accrue shall be
     liable to the other for lost profits or incidental, punitive, or
     consequential damages relative to termination of this Agreement in
     accordance with Section 6.2, even if advised of the possibility of such
     damages.

6.5  SURVIVAL: Sections, 2.3, 3.3 (except as modified by Section 6.3), 4.2, 5, 6
     and 7, as well as Accrue's obligations to pay Visualize all sums due
     hereunder and all provisions regarding limitations of liability and
     remedies, shall survive termination or expiration of this Agreement.

7.   MISCELLANEOUS PROVISIONS

7.1  NO JOINT VENTURE: This is an Agreement between separate legal entities and
     neither is the agent or employee of the other for any purpose whatsoever.
     The parties do not intend to create a partnership or joint venture between
     themselves. Neither party shall have the right to bind the other to any
     Agreement with a third party or to incur any obligation or liability on
     behalf of the other party.

7.2  WAIVER: The failure of either party to exercise any of its rights under
     this Agreement or to require the performance of any term or provision of
     this Agreement, or the waiver by either party of such breach of this
     Agreement, shall not prevent a subsequent exercise or enforcement of such
     right or be deemed a waiver of any subsequent breach of the same or any
     other term or provision of this Agreement. Any waiver of the performance of
     any of the terms or conditions of this Agreement shall be effective only if
     in writing and signed by the party against which such waiver is to be
     enforced.

7.3  VALIDITY: If any of the terms and provisions of this Agreement are invalid
     or unenforceable, such terms or provisions shall not invalidate the rest of
     the Agreement which shall remain in full force and effect as if such
     invalidated or unenforceable terms or provisions had not been made a part
     of this Agreement. In the event this Section 7.3 becomes operative, the
     parties agree to attempt to negotiate a settlement that carries out the
     economic intent of the term(s) found invalid or unenforceable.

7.4  FORCE MAJEURE: If circumstances beyond the control of the parties shall
     temporarily make it impossible for either or both of them to perform their
     agreements hereunder, then the principles of force majeure shall apply and
     the right and obligations of the parties shall be temporarily suspended
     during the force majeure period to the extent that such performance is
     reasonably affected thereby. If such circumstances continue for 60 days,
     the performing party may terminate the agreement.

7.5  NOTICES: All notices and other communications herein provided for shall be
     sent by postage prepaid, via registered or certified mail or Federal
     Express, return receipt requested, or delivered personally to the parties
     at their respective addresses as set forth on the first page of this
     Agreement or to such other address as either party shall give to the other
     party in the manner provided herein for giving notice or by email or
     facsimile to the appropriate contact listed in Section 7.11 below. Notice
     by mail, email and facsimile shall be considered given on the date
     received. Notice delivered personally shall be considered given at the time
     it is delivered.
<PAGE>   8
7.6  TRANSFER, ETC.: Neither party may assign, transfer or delegate this
     Agreement or any such party's right and obligation hereunder to any third
     party hereto except as provide in this subsection, without the consent of
     the other party, which consent shall not be unreasonably withheld. Either
     party may assign this Agreement in its entirety to a subsidiary or
     affiliate so long as such party remains primarily liable for its
     obligations hereunder. In addition, either party may assign this Agreement
     in its entirety to any party that acquires a majority of such party's stock
     or substantially all of such party's assets relating to that portion of
     such party's business that is related to the subject of this Agreement. Any
     attempted assigned, delegation, or transfer in contravention of this
     subsection shall be null and void.

7.7  SUCCESSORS AND PERMITTED ASSIGNS: This Agreement shall inure to the benefit
     of and be binding upon each of the parties hereto and their respective
     successors and permitted assigns.

7.8  COMPLETE AGREEMENT: This Agreement contains the whole agreement between the
     parties concerning the subject matter hereof and there are no collateral or
     precedent representations, agreements, or conditions not specifically set
     forth herein. Any modification or amendment of any provision of this
     Agreement must be in writing, signed by the parties hereto and dated
     subsequent to the date thereof.

7.9  LAWS GOVERNING AGREEMENT: The validity of this Agreement and the rights,
     obligations, and relations of the parties hereunder shall be construed and
     determined under and in accordance with the laws of the State of Arizona.
     Any dispute arising hereunder will be decided binding arbitration by a
     panel of three arbitrators (one selected by each party, and the third
     arbitrator selected by the first two arbitrators) under the rules of the
     American Arbitration Association in Phoenix, Arizona.

7.10 NO THIRD PARTY BENEFICIARIES: The provisions of this Agreement are solely
     for the benefit of the parties hereto, and not for the benefit of any other
     person, persons, or legal entities.

7.11 CONTACTS: The initial principal contacts for notices under this Agreement
     shall be as follows:

                                  Visualize            Accrue
                                  ---------------      --------------
Administrative/Business Contact:  John Grustafson      Harrison Paist

Engineering                       David Krider
                                                       --------------

PR/Marketing                      Gary Manton
                                                       --------------

IN WITNESS WHEREOF, the initial contacts for notices under this Agreement shall
be as follows:

ACCRUE SOFTWARE, INC.                  VISUALIZE, INC.

By: /s/ GREGORY C. WALKER              By: /s/ GARY MANTON
    -------------------------              -------------------------

Name: Gregory C. Walker                Name: Gary Manton
     ------------------------               ------------------------

Title: CFO                             Title: VP Marketing
      -----------------------                -----------------------




<PAGE>   9
                                   EXHIBIT A

"Product" for the purposes of this Agreement is defined as the following:

VantagePoint(TM) 4.2 consisting of the set of software and documentation
components necessary to integrate VantagePoint(TM) 4.2 into Application. These
include the following:

-       Runtime.class files for redistribution with Application and the output
        of Application created by end-users.

-       Javadoc generated HTML.API documentation.

-       VantagePoint(TM) 4.2 Manual and Tutorial.

-       Use of developer key (which unlocks the functionality of the library)
        for the term of the Agreement. The developer key remains the exclusive
        property of Visualize, and may not be transferred or disclosed to a
        third party without written permission from Visualize, unless such
        disclosure is necessary to implement the intent and purpose of this
        Agreement.
<PAGE>   10

                                   EXHIBIT B

Except as noted below, Accrue will pay [*] from the sale of Application, subject
to [*]. Accrue will not pay royalties for services provided to end users in
respect of the Application (including maintenance and support services, but
excluding upgrade fees paid by customers for Maintenance Releases and Product
Releases) or trial licenses to an unlimited number of end users. Accrue will pay
[*]. Royalties will in no event [*].


*   CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>   11
                                   EXHIBIT C

The Application is defined to be Accrue Insight, a web analysis tool enabling
analysis of Web site information and other data integrated into the Insight data
store.
</TEXT>
</DOCUMENT>
