PORTAL PROPRIETARY & CONFIDENTIAL

[LOGO OF PORTAL]

                    SOFTWARE LICENSE AND SUPPORT AGREEMENT

This Software License and Support Agreement is entered into by and between
Portal Software, Inc, a California corporation with principal offices at 20883
Stevens Creek Boulevard, Cupertino, California 95014 ("Portal") and [Company
Name] a(n) [state] [type of entity] with principal offices at [address]
("Licensee")  and describes the terms and conditions pursuant to which Portal
shall license to Licensee and support certain Licensed Software (as defined
below).  This Agreement shall become effective on the date it is signed by
Portal ("Effective Date").

1   DEFINITIONS

1.1  "Agreement" means this Software License and Support Agreement, including
     any and all attached Schedules.

1.2  "Application" means the specific Application set forth in Schedule A hereto
     of the Licensed Software running on one or more related computers at a
     single location, that share the same Licensed Software Database.

1.3  "Confidential Information" means this Agreement and all its Schedules, any
     addenda hereto signed by both parties, all software listings,
     Documentation, information, data, drawings, benchmark tests,
     specifications, trade secrets, object code and machine-readable copies of
     the Licensed Software, and any other proprietary information supplied to
     Licensee by Portal or by Licensee to Portal which is clearly marked as
     "confidential" if in tangible form, or identified as "confidential" if
     orally disclosed.

1.4  "Designated Equipment" means the hardware make and model of the server
     computer on which the Licensed Software will be installed as set forth on
     Schedule A.

1.5  "Licensed Software" means (i) the software products designated on Schedule
     A hereto provided to Licensee by Portal in executable form (but not the
     Source Code), (ii) the associated program documentation ("Documentation"),
     (iii) any source code or object code which Portal in its sole discretion
     may provide to Licensee from time to time and (iv) any Updates,
     modifications, maintenance releases, bug fixes or work-arounds which Portal
     may provide to Licensee from time to time.

1.6  "Licensed Software Database" means the customer database associated with
     the Licensed Software which contains the Customer Records.

1.7  "Production Site" means the address and location of the server computer on
     which the Licensed Software will be installed as set forth on Schedule A.

1.8  "Subscriber" means an individual customer record account object ("Customer
     Record") in the Licensed Software Database. The total number of Subscribers
     is exactly equal to the number of Customer Records in the Licensed Software
     Database. If the Licensed Software is used to authenticate, bill, rate or
     otherwise track the activities of individual users within a corporate or
     group account, each such individual user will be deemed a Subscriber for
     the purposes of this Agreement.

1.9  "Updates" means any updates to the Licensed Software licensed hereunder
     which Portal, in its discretion, makes generally available to its Licensed
     Software licensees.

2  GRANT OF LICENSE

1.1  For so long as this Agreement remains in force Portal grants to Licensee a
     perpetual, non-exclusive and non-transferable right to use the Licensed
     Software on the Designated Equipment and on a single Licensed Software
     Database located at the designated Production Site only for the specified
     Application. Licensee may possess only the number of copies of any Licensed
     Software necessary for the type of use specified herein and may use such
     copies only in accordance with this Agreement and the Documentation. Portal
     shall at all times retain ownership of all Licensed Software including any
     Documentation and any copies thereof.

2.2  Portal will deliver to Licensee, as soon as is practicable, the necessary
     password to enable Licensee to download from Portal's website one machine-
     readable copy of the Licensed Software, along with one machine-readable
     copy of the Documentation. Licensee may not reproduce Licensed Software or
     Documentation except as expressly provided under this Agreement.

2.3  Licensee may copy the Licensed Software and Documentation for backup or
     archival purposes provided that all titles, trademark symbols, copyright
     symbols and legends, and other proprietary markings are reproduced.

2.4  Licensee shall be permitted to create applications using the Policy
     Facilities Modules source code which Portal makes generally available to
     all of its licensees.

2.5  Portal grants and Licensee receives no other rights or licenses to the
     Licensed Software, derivative works (as defined in the United States
     copyright Act of 1976, Title 17 USC Section 101 et. Seq.) or any
     intellectual property rights related thereto, whether by implication,
     estoppel or otherwise, except those rights expressly granted in this
     Section 2.

3  LICENSE RESTRICTIONS

3.1  Licensee agrees that it will not itself, or through any parent, subsidiary,
     affiliate, agent or other third party:

3.2  sell, lease, license, sublicense, encumber or otherwise deal with any
     portion of the Licensed Software or Documentation;

3.3  except to the minimum extent necessary to comply with EC Directive, if
     applicable, or other applicable legislation, decompile, disassemble, or
     reverse


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                       PORTAL PROPRIETARY & CONFIDENTIAL


     engineer any portion of the Licensed Software or attempt to discover any
     source code or underlying ideas or algorithms of any Licensed Software;

3.4  other than to the extent permitted by Section 2.4 above, create any
     Derivative Work based on the Licensed Software or any Portal Confidential
     Information;

3.5  use the Licensed Software to provide processing services to third parties,
     commercial timesharing, rental or sharing arrangements, or on a "service
     bureau" basis or otherwise use or allow others to use the Licensed Software
     for the benefit of any third party;

3.6  provide, disclose, divulge or make available to, or permit use of the
     Licensed Software by persons other than Licensee's employees who have
     signed a confidentiality agreement consistent with the terms and provisions
     herein, without Portal's prior written consent;

3.7  use any Licensed Software, or allow the transfer, transmission, export, or
     re-export of any Licensed Software or portion thereof in violation of any
     export control laws or regulations administered by the U.S. Commerce
     Department, OFAC, or any other government agency. All the limitations and
     restrictions on the Licensed Software in this Agreement also apply to the
     Documentation.

4  PAYMENTS AND TAXES

4.1  All payments due hereunder shall be made inside the U.S., in U.S. dollars.
     In addition to any remedies Portal may have hereunder or at law, any
     payments more than thirty (30) days overdue will bear a late payment fee of
     1.5% per month, or, if lower, the maximum rate allowed by law. Delinquency
     in payment will result in a delay or suspension of the Licensed Software
     implementation timetable or services (including Support Services) provided
     by Portal. Resumption of services will occur after Licensee has brought
     itself current on all of its outstanding payment obligations to Portal. The
     services will be scheduled in accordance with the availability of Portal
     resources. Portal will not be liable for any damages caused by rescheduling
     of suspended services pursuant to this Section 4.1.

4.2  Licensee agrees to pay or reimburse Portal for all federal, state,
     dominion, provincial, or local sales, use, personal property, payroll,
     excise or other taxes, fees, or duties arising out of this Agreement or the
     transactions contemplated by this Agreement (other than taxes on the net
     income of Portal.) If any tax is payable by Licensee under this Section
     4.2, then the Licensee shall provide evidence of payment to Portal and
     Portal shall use all reasonable efforts to obtain a credit, rebate, or
     benefit for that amount against its own tax, and if it receives such
     credit, rebate, or benefit it shall refund to Licensee an amount equal to
     the lesser of the amount paid by Licensee and the credit, rebate, or
     benefit obtained by Portal.

5  LICENSE FEE

In consideration of the rights granted herein, Licensee shall pay Portal the
license fee(s) as set forth in Schedule A.

6  MAINTENANCE AND TECHNICAL SUPPORT

6.1  Upon payment of the annual maintenance and support fee set forth on
     Schedule A, Licensee shall be entitled to receive Updates and technical
     support in accordance with Portal's Gold Level Support Policy. Portal's
     current Gold Level Support Policy appears at Schedule B.

6.2  Portal shall have no obligation to support (a) altered, damaged or modified
     Licensed Software (except as authorized by Portal) or any portion of the
     Licensed Software incorporated into other software, (b) Licensed Software
     that is not the then current or immediately previous sequential release,
     (c) problems caused by Licensee's negligence, abuse, or misapplication, or
     use of the Licensed Software other than as specified in Portal's user
     documentation or other causes beyond the control of Portal, or (d) Licensed
     Software installed on a system that is not supported by Portal. Portal
     shall have no liability for any changes in Licensee's hardware which may be
     necessary to use the Licensed Software.

6.3  Portal reserves the right to change its technical support guidelines and
     procedures provided (i) Portal provides Licensee with at least sixty (60)
     days prior written notice of such changes, and (ii) such changes do not
     diminish Portal's overall technical support obligations to Licensee in any
     material regard.

7  TERMINATION

7.1  This Agreement commences on the Effective Date and will remain in force
     until it is terminated.

7.2  Portal may, by written notice to Licensee, terminate this Agreement if any
     of the following events ("Termination Events") occur, provided that such
     termination will not relieve Licensee of its payment obligations hereunder
     or otherwise entitle Licensee to a refund of any portion which have been
     paid to Portal;

7.3  Licensee is in breach of this Agreement, which breach, if capable of being
     cured, is not cured within thirty (30) days (ten (10) days in the case of
     nonpayment) after Portal gives Licensee written notice of such breach; or
     Portal may terminate this Agreement immediately upon notice if Licensee
     breaches any of its obligations under Section 3 above;

7.4  Licensee terminates its business activities or becomes insolvent, admits in
     writing to inability to pay its debts as they mature, makes and assignment
     for the benefit of creditors, or becomes subject to direct control of a
     trustee, receiver or similar authority.

7.5  Termination will become effective immediately or on the date set forth in
     the written notice of termination and any payment obligations under this
     Agreement shall immediately become due and owing. Termination of this
     Agreement will not affect the provisions regarding Licensee's or Portal's
     treatment of Confidential Information, provisions relating to the payments
     of amounts due, provisions limiting or disclaiming Portal's liability,
     and/or provisions


Software License & Support Agreement                                Page 2 of 5
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                       PORTAL PROPRIETARY & CONFIDENTIAL

     regarding applicable law, which provisions will survive termination of this
     Agreement.

7.6  Upon termination, all licenses granted hereunder shall cease to be
     effective and Licensee shall immediately cease all use of any affected
     Licensed Software, Documentation and Portal Confidential Information.

7.7  Within fourteen (14) days of the date of termination or discontinuance of
     this Agreement for any reason whatsoever, Licensee shall return the
     Licensed Software, derivative works and all copies thereof, in whole or in
     part, all related Documentation and all copies thereof, and any other
     Confidential Information in its possession. Licensee shall furnish Portal
     with a certificate signed by an executive officer of Licensee verifying
     that the same has been done.

7.8  Termination is not an exclusive remedy and all other remedies will be
     available whether or not termination occurs.

8  INDEMNIFICATION FOR INFRINGEMENT

8.1  Portal will, at its expense, defend or settle any claim, action or
     allegation brought against Licensee that the Licensed Software infringes
     any patent, copyright, trade secret or other proprietary right of any third
     party and shall pay any final judgment awarded or settlements entered into;
     provided that Licensee gives prompt written notice to Portal of any such
     claim, action or allegation of infringement and gives Portal the authority
     to proceed as contemplated herein. Portal will have the exclusive right to
     defend any such claim, action, or allegation and make settlements thereof
     at its own discretion, and Licensee may not settle or compromise such
     claim, action or allegation, except with prior written consent of Portal.
     Licensee shall give such assistance and information as Portal may
     reasonably require to settle or oppose such claims.

8.2  In the event any such infringement, claim, action, or allegation is brought
     or threatened, Portal may, at its sole option and expense:

8.3  Procure for Licensee the right to continue use of the Licensed Software or
     the infringing portion thereof;

8.4  Modify, amend or replace the Licensed Software or infringing part thereof
     with other software having substantially the same or better capabilities;

8.5  If neither of the foregoing is commercially practicable, Portal shall
     refund the portion of the licensee fee specified on Schedule A related to
     the infringing part thereof less one-forty-eighth (1/48) thereof for each
     month or portion thereof that this Agreement has been in effect. In the
     event that such refund is made, Licensee shall immediately cease using the
     infringing portion of the Licensed Software and will remove the same from
     its system and so certify to Portal. If, as a result of having ceased using
     the infringing Licensed Software due to an infringement claim Licensee is
     not reasonably able to continue using the other components of the Licensed
     Software licensed hereunder, Licensee will be permitted to return those
     other Licensed Software components on the same terms as set forth above for
     infringing Licensed Software. By paying any refund(s) in the manner herein
     contemplated Portal will be released from any further obligation whatsoever
     to Licensee in connection with the infringing part of the Licensed
     Software.

8.6  THE FOREGOING OBLIGATIONS SHALL NOT APPLY TO THE EXTENT THE INFRINGEMENT
     ARISES AS A RESULT OF (A) MODIFICATIONS TO THE LICENSED SOFTWARE MADE BY
     ANY PARTY OTHER THAN PORTAL OR PORTAL'S AUTHORIZED REPRESENTATIVE, OR (B)
     FAILURE OF LICENSEE TO INSTALL AN UPDATE, UPGRADE, MAINTENANCE RELEASE,
     PATCH, ETC., WITHIN A REASONABLE TIME OF BEING PROVIDED ACCESS TO THE SAME
     BY PORTAL IF SUCH INFRINGEMENT WOULD HAVE BEEN AVOIDED BY SUCH
     INSTALLATION. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF PORTAL WITH
     RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER
     PROPRIETARY RIGHT.

9  WARRANTY AND LIMITATION OF LIABILITY

9.1  Portal warrants to Licensee that the Licensed Software will perform in
     substantial accordance with the Documentation for a period of ninety (90)
     days from the Effective Date. If the Licensed Software does not perform as
     herein warranted, Portal shall undertake at its own expense to correct the
     non-conforming part of the Licensed Software. If correction is not
     reasonably possible or commercially practicable, Portal shall refund the
     monies paid by Licensee for that non-conforming Licensed Software.

9.2  Portal warrants that the Licensed Software is designated to be used prior
     to, during and after the calendar year 2000 and that the Licensed Software
     will operate during each such time period without error relating to, or the
     product of, date data which references different centuries or more than one
     century. If the Licensed Software does not perform as warranted, Portal
     shall undertake at its own expense to correct the non-conforming part of
     the Licensed Software, or if correction is reasonably not possible, replace
     such non-conforming part of the Licensed Software free of charge. If
     neither of the foregoing is commercially practicable, Portal shall refund
     the license and annual maintenance support fees paid by Licensee for the
     non-conforming Licensed Software. If a refund is made in the manner herein
     contemplated, the parties will amend the definition of "Licensed Software"
     in Schedule A to reflect the same. The foregoing Year 2000 Warranty shall
     not apply to the extent that the Licensed Software is used or interfaced
     with other software, data or operating systems which are not Year 2000
     compliant or if the Licensed Software has been modified in a manner not
     authorized by Portal. THE FOREGOING ARE LICENSEE'S SOLE AND EXCLUSIVE
     REMEDIES FOR BREACH OF WARRANTY.

9.3  Portal's warranty obligations as set forth above are made to and for the
     benefit of Licensee only and shall be enforceable against Portal only if:

9.3.1  The Licensed Software has been properly installed and has been used at
       all times in accordance with the Documentation and this Agreement;

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                       PORTAL PROPRIETARY & CONFIDENTIAL


9.3.2  All modifications, alterations or additions to the Licensed Software, if
       any, have been made using Licensed Software Customization Tools provided
       by Portal to Licensee; and

9.3.3  Licensee has not made or caused to be made modifications, alterations or
       additions to the Licensed Software that cause it to deviate from the
       Documentation.

9.4  Except as set forth in this Section 9, Portal makes no warranties, whether
     express or implied, or statutory regarding or relating to the Licensed
     Software or the Documentation, or any materials or services furnished or
     provided to Licensee under this Agreement. Specifically, Portal does not
     warrant that the Licensed Software will be error free or will perform in an
     uninterrupted manner. To the maximum extent allowed by law, Portal
     specifically disclaims all implied warranties of merchantability and
     fitness for a particular purpose (even if Portal had been informed of such
     purpose) with respect to the Licensed Software, Documentation and support
     and with respect to the use of any of the foregoing.

9.5  IN NO EVENT WILL PORTAL OR ITS SUBCONTRACTORS BE LIABLE FOR ANY LOSS OF
     PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR
     INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN
     CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE
     LICENSED SOFTWARE OR SERVICES PERFORMED HEREUNDER OR ANY DELAY IN DELIVERY
     OR FURNISHING THE LICENSED SOFTWARE OR SAID SERVICES WHETHER ALLEGED AS A
     BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF
     PORTAL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

9.6  PORTAL'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR ANY
     OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED,
     WHETHER OR NOT ARISING FROM PORTAL'S NEGLIGENCE, SHALL IN NO EVENT BE
     GREATER THAN (A) IN THE EVENT SUCH DAMAGE IS NOT RELATED TO SUPPORT, THE
     LICENSE FEE SPECIFIED IN SCHEDULE A RELATED TO THE PARTICULAR LICENSED
     SOFTWARE PROGRAM WHICH CAUSED THE DAMAGE OR LOSS, OR (B) IN THE EVENT SUCH
     DAMAGE OR LOSS IS RELATED TO SUPPORT, THE SUPPORT FEES PAID BY LICENSEE FOR
     THE THEN CURRENT SUPPORT TERM.

9.7  No employee, agent, representative or affiliate of Portal has authority to
     bind Portal to any oral representations or warranty concerning the Licensed
     Software. Any written representation or warranty not expressly contained in
     this Agreement is unenforceable.

10  AUDIT RIGHTS/QUARTERLY REPORTS

10.1  Licensee shall keep and maintain full, accurate and detailed records
      regarding its obligations under this Agreement and the number of
      Subscribers of the Licensed Software Database. Portal or its
      representatives shall be entitled to review and audit such books and
      records and/or Licensee's compliance with the provisions of this Agreement
      from time to time during normal business hours by providing written notice
      to Licensee at least ten (10) business days prior to such audit. If any
      such audit reveals a deficiency in any amounts due to Portal hereunder,
      Licensee will immediately pay such amounts as are required to re-establish
      compliance with the terms of this Agreement.

10.2  Commencing ninety (90) days from the Effective Date, Licensee will provide
      Portal with calendar quarterly reports setting forth the total number of
      Subscribers. Licensee will provide Portal with all such reports and any
      payments required hereunder within thirty (30) days of the end of each
      calendar quarter.

11  ASSIGNMENT/BINDING AGREEMENT

Neither this Agreement nor any rights under this Agreement may be assigned or
otherwise transferred by Licensee, in whole or in part, including by way of
merger, acquisition or sale of all or substantially all of the voting rights in
one or more related transactions, without Portal's prior written consent.

12  CONFIDENTIALITY

12.1  Each Party acknowledges that the Confidential Information constitutes
      valuable trade secrets and each party agrees that it shall use the
      Confidential Information of the other party solely in accordance with the
      provisions of this Agreement and it will not disclose, or permit to be
      disclosed, the same directly or indirectly, to any third party without the
      other party's prior written consent. Each party agrees to exercise due
      care in protecting the Confidential Information from unauthorized use and
      disclosure. However, neither party bears any responsibility for
      safeguarding any information that it can document in writing (i) is in the
      public domain through no fault of its own, (ii) was properly known to it,
      without restriction, prior to disclosure by Disclosing Party, (iii) was
      properly disclosed to it, without restriction, by another person with the
      legal authority to do so, (iv) is independently developed by Receiving
      Party without use or reference to Disclosing Party's Proprietary
      Information or (v) is required to be disclosed pursuant to a judicial or
      legislative order or proceeding; provided that, to the extent permitted by
      and practical under the circumstances, Receiving Party provides to
      Disclosing Party prior notice of the intended disclosure and an
      opportunity to respond or object to the disclosure or if prior notice is
      not permitted or practical under the circumstances, prompt notice of such
      disclosure.

12.2  In the event of actual or threatened breach of the provisions of Section 3
      or Section 12, the non-breaching party will be entitled to immediate
      injunctive and other equitable relief, without bond and without the
      necessity of showing actual damage.

13  NOTICE

Any notice required or permitted under the terms of this Agreement or required
by law must be in writing and must be (a) delivered in person, (b) sent by
registered mail, return receipt requested, (c) sent by overnight air courier, or
(d) by facsimile, in

Software License & Support Agreement                                Page 4 of 5
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                       PORTAL PROPRIETARY & CONFIDENTIAL


each case forwarded to the appropriate address set forth above. Either party may
change its address for notice by written notice to the other party. Notices will
be considered to have been given at the time of actual delivery in person, three
(3) business days after posting, or one day after (i) delivery to an overnight
air courier service or (ii) the moment of transmission by facsimile.

14  MISCELLANEOUS

14.1  Force Majeure. Neither party will incur any liability to the other on
----  -------------                                                       
      account of any loss or damage resulting from any delay or failure to
      perform all or any part of this Agreement if such delay or failure is
      caused, in whole or in part, by events, occurrences, or causes beyond its
      control and without negligence of the parties. Such events, occurrences or
      causes will include, without limitation, acts of God, strikes, lockouts,
      riots, acts of war, earthquakes, fire and explosions, but the ability to
      meet financial obligations is expressly excluded.

14.2  Waiver. Any waiver of the provisions of this Agreement or of a party's
----  ------                                                               
      rights or remedies under this Agreement must be in writing to be
      effective. Failure, neglect or delay by a party to enforce the provisions
      of this Agreement or its rights or remedies at any time will not be
      construed to be deemed a waiver of such party's rights under this
      Agreement and will not in any way affect the validity of the whole or any
      part of this Agreement or prejudice such party's right to take subsequent
      action.

14.3  Severability. If any term, condition or provision in this Agreement is
----  ------------                                                         
      found to be invalid, unlawful or unenforceable to any extent, the parties
      shall endeavor in good faith to agree to such amendments that will
      preserve, as far as possible, the intentions expressed in this Agreement.
      If the parties fail to agree on such an amendment, such invalid term,
      condition or provision will be severed from the remaining terms,
      conditions and provisions, which will continue to be valid and enforceable
      to the fullest extent permitted by law.

14.4  Entire Agreement.  This Agreement (including the Schedules and any addenda
----  ----------------                                                         
      hereto signed by both parties) contains the entire agreement of the
      parties with respect to the subject matter of this Agreement and
      supercedes all previous communications, representations, understandings
      and agreements, either oral or written, between the parties with respect
      to said subject matter.

14.5  Standard Terms of Licensee. No terms, provisions or conditions of any
----  --------------------------                                          
      purchase order, acknowledgement or other business form that Licensee may
      use in connection with the acquisition or licensing of the Licensed
      Software will have any effect on the rights, duties or obligations of the
      parties under, or otherwise modify, this Agreement, regardless of any
      failure of Portal to object to such terms, provisions, or conditions.

14.6  Public Announcements/Publicity. Licensee and Portal agree to cooperate
----  ------------------------------                                       
      regarding public relations activities, including public announcements,
      joint press releases, and other activities to be mutually agreed. Neither
      party will perform such activities without the prior written consent of
      the other party, which consent shall not be unreasonably withheld.

14.7  Counterparts.  This Agreement may be executed in counterparts, each of
----  ------------                                                         
      which so executed will be deemed to be an original and such counterparts
      together will constitute one and the same Agreement.

14.8  Applicable Law.  This Agreement will be interpreted and construed pursuant
----  --------------                                                           
      to the laws of the State of California and the United States without
      regard to conflict of laws provisions thereof, and without regard to the
      United Nations Convention on the International Sale of Goods. Any legal
      action or proceeding relating to this Agreement shall be instituted in a
      state or federal court in Santa Clara County, California. Portal and
      Licensee agree to submit to the jurisdiction of, and agree that venue is
      proper in, these courts in any such action or proceeding. The prevailing
      party in any action to enforce this Agreement will be entitled to recover
      its attorney's fees and costs in connection with such action. Licensee
      represents that it is not a government agency and it is not acquiring the
      license pursuant to a government contract or with government funds.

IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind
the parties by signing below:

[Company Name]
"Licensee"

By:______________________________________________________________

Print Name:______________________________________________________

Title:___________________________________________________________

Date:____________________________________________________________



Portal Software, Inc.
"Portal"

By:______________________________________________________________

Print Name:______________________________________________________

Title:___________________________________________________________

Date:____________________________________________________________


Software License & Support Agreement                                Page 5 of 5
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                       PORTAL PROPRIETARY & CONFIDENTIAL


                                  SCHEDULE A


SECTION 1.0  LICENSED  SOFTWARE

The following Portal Software products and their associated online documentation
will be provided by Portal and will comprise the "Licensed Software":







SECTION 2.0  APPLICATION DESCRIPTION/PLATFORM /INITIAL SUBSCRIBER LIMIT

2.1  APPLICATION:

2.2  Platform (O/S):

2.3  Initial Subscriber Limit:


SECTION 3.0  INSTALLATION SITES

3.1  PRODUCTION SITE:

3.2  Development Site:

3.3  Backup Site:


SECTION 4.0  LICENSE AND MAINTENANCE SUPPORT SERVICE FEES

4.1  SOFTWARE LICENSE FEES

     The following table sets forth the license fees for the Licensed Software
for the above-stated Application for up to _________ Subscribers.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
             Licensed Software Components                            License Fees
-----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
-----------------------------------------------------------------------------------------------------------------

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

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

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

-----------------------------------------------------------------------------------------------------------------
</TABLE>

SLSA Schedule A                                                         Page A-1
<PAGE>

                       PORTAL PROPRIETARY & CONFIDENTIAL


4.2 ANNUAL GOLD LEVEL SUPPORT SERVICES FEES

     Portal will provide Gold Level Maintenance Support Services in accordance
with Schedule B ("Support Services") for _________ Subscribers for one-year
Annual Support Services terms for the Support Services fees set forth below.
Support Services will be automatically renewed in one-year periods on the same
terms and conditions unless Licensee terminates such Support Services by
providing written notice to Portal at least sixty (60) days prior to the end of
the then-current annual support services term.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
       Portal Support Services                       Annual Fee                          Annual Payment Date
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                      <C>
Gold Level Support Services                     $                                          Effective Date
---------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       
4.3  ADDITIONAL SUBSCRIBER LICENSE AND SUPPORT SERVICES FEES

     For up to three (3) years from the Effective Date ("Option Period")
Licensee shall be entitled to use the Licensed Software listed in Section 1.0
above for the designated Application in connection with additional subscribers
("Additional Subscribers") provided Licensee shall pay the amounts set forth in
the following table. Additional Subscribers will be licensed in the incremental
blocks specified and not one at a time.  Associated Annual Support Services fees
will be due when the Additional Subscribers are licensed.  Annual Support
Services fees will be prorated over the remainder of the annual support term
during which they are added.


<TABLE>
<CAPTION>     

-------------------------------------------------------------------------------------------------------------------------- 
  Subscriber              Subscribers in             License Fee Per       License Fee per                 Annual Gold
   Numbers                    Block                    Subscriber              Block                    Support Services
                                                                                                          Fee Per Block
-------------------------------------------------------------------------------------------------------------------------- 
<S>                       <C>                        <C>                   <C>                          <C>

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

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

--------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       
SECTION 5.0  PAYMENT SCHEDULE

Licensee agrees to make payment in accordance with the following table:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                 Description                                 Amount                         Payment Due Date
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                 <C>
License Fee                                                                                  Effective Date
---------------------------------------------------------------------------------------------------------------------
Annual Gold Support Payment                                                                  Effective Date
---------------------------------------------------------------------------------------------------------------------
Basic Infranet Developer Training                                                    Within 30 days of Invoice Date
---------------------------------------------------------------------------------------------------------------------
Advanced Infranet Developer Training                                                 Within 30 days of Invoice Date
---------------------------------------------------------------------------------------------------------------------
</TABLE>
SLSA Schedule A                                                         Page A-2
<PAGE>

[LOGO]


                                  SCHEDULE B
                                       




                                                                    Infranet(TM)




                                                                 Product Support

                                            Guidelines, Policies and Definitions

                                                                     Version 2.0

Portal Software, Inc.
20863 Stevens Creek Boulevard
Suite 200
Cupertino, CA 95014
U.S.A.
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions

<TABLE>

<S>                                                                                      <C>
SUPPORT OVERVIEW:.....................................................................   3

WEB-BASED SUPPORT.....................................................................   3

 Submitting a Support Case............................................................   3
 Viewing Status or Updating a Support Case............................................   5

SEVERITY DEFINITIONS:.................................................................   6

 Changing Severity Level:.............................................................   8

STATUS DEFINITIONS....................................................................   8

 Typical Progression Through Status...................................................   9
 Support Case Activity Log............................................................  10

RESPONSE AND RESOLUTION OBJECTIVES....................................................  10

 Phase Definitions:...................................................................  11

COMMUNICATION.........................................................................  11

SUPPORT ESCALATION PROCESS............................................................  12

 Calling the Message Center...........................................................  13
 For General Support Issues and Errors of Any Severity................................  13

TECHNICAL SUPPORT CONTACTS............................................................  14

SOFTWARE ERRORS.......................................................................  14

 Product Support Period...............................................................  15
</TABLE>

--------------------------------------------------------------------------------
Portal                   Confidential and Proprietary                 Page - 2 -
                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions









SUPPORT OVERVIEW

As Portal grows we are committed to continuing to develop our world-class
technical support service organization to provide the best support services to
our customer.  The following are our procedures to ensure that you, as a
customer, receive proper and prompt assistance when needed.

WEB-BASED SUPPORT

Technical support is available to all Portal customers with a current customer
support contract.  Portal's Web-Based support provides fast and easy access to
all your technical support cases.  It allows you to add a new case, or update
and monitor the status of an existing case.  Each case is associated with a case
number for reference and tracking purposes.

Each customer contact is provided with a login ID and  password.  To obtain your
login and password, register by completing our online registration form:
                                               -------------------------

     www.portal.com/professional services/plreg.htm
     ----------------------------------------------

For all development or production related questions, errors or defects,  please
start by submitting the issue via our Web-Based Support interface:
                                      -----------------          

     www.portal.com/WebSupport/login.htm
     -----------------------------------

If you experience problems with our web site, please notify us by sending us an
email at techsup@portal.com
         ------------------


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


Submitting a Support Case:
--------------------------

To submit a new support case, login via www.portal.com/WebSupport/login.htm by
                                        -----------------------------------  
providing your current user login and password.  From the `case listings'
screen, click on the `Add a New Case' button to get to the `open a new case'
screen containing a blank template for case submission.  Fill in all the
required information, when finished click on the `Submit' buttom at the bottom
of the screen.  If all the required information has not been filled in , you
will get an error message, else it will inform you that the submission was
successful and provide a case number for future reference.  To get back to any
of the previous screens, you must click the "Back" icon on your browser.







Following fields are required when submitting a support case:

<TABLE>
<CAPTION>

Name                  Case Type     Case Severity     Case Priority
<S>                   <C>          <C>               <C>
Infranet Version      Deployment    Product Area      Hardware
Operating System      Database      Problem Summary   Problem Detail.
</TABLE>



Name - Name of submitter filing the support case. Email notifications are sent
to the submitter of the case.

Case Type - Case Type field is used to classify the problem into one of the
following three categories:

  .  Bug/Defect -  Problem has been identified as a product defect

  .  Question -  A technical question on functionality, API's and so forth

  .  Request for Enhancement - Request for a feature or product enhancement in
     a future release

Case Severity - Severity field is used to indicate the impact of the problem in
a production or development environment.

  Important:  When selecting severity, please follow the severity guidelines in
  -----------------------------------------------------------------------------
  the latter part of this document. If in reviewing the support case, Portal's
  ----------------------------------------------------------------------------
  analysis is that a change in severity level is consistent with the severity
  ---------------------------------------------------------------------------
  definitions, Portal will change the severity level and notify the submitter.
  ----------------------------------------------------------------------------

Case Priority - Priority field is used to indicate the urgency of the problem.
In the case when a customer reports several issues, the support engineer
prioritizes the issues list first by severity then by priority levels as
assigned by the submitter.

--------------------------------------------------------------------------------
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                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions



Infranet Version - Version field indicates the released version in which the
problem exists.  This information is relied upon by engineering when delivering
a fix or a patch and therefore MUST be accurate.
                               ----            




[PICTURE APPEARS HERE]Deployment Type - Deployment Type field is used to
identify the product implementation stage. This field is defined in conjunction
with the Severity of the problem.

     .  Production: Problem occurs in the production environment. 

     .  Development: Problem occurs in the development environment.

     .  Test: Problem occurs in the test environment.              



--------------------------------------------------------------------------------
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                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions








[PICTURE APPEARS HERE]Hardware - Hardware field is used to identify the hardware
on which your software or a specific module is running on.

[PICTURE APPEARS HERE]Operating System - Operating System field is used to
identify the operating system where the software or a specific module is running
on. This information is relied upon by engineering when delivering a fix or a
patch and therefore MUST be accurate
                    ----           


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions






[PICTURE APPEARS HERE]Database - Database field is used to identify the
relational database management system (RDBMS).

Problem Summary - Product Summary field is used to provide a brief description
of the technical problem which you are experiencing.

[PICTURE APPEARS HERE]Problem Detail - Problem Detail field is used to provide a
detailed description of the technical problem which you are experiencing. Please
send large text files as an attachment to techsup@portal.com. Enter as much
                                          ------------------
information as possible to allow Portal staff to accurately isolate the problem.
The detail description should also include the following information:

     .  Errors in the error logs (i.e. cm.pinlog, dm.pinlog, and so forth)

     .  Configuration information relevant to this problem.             

     .  How and when the problem occurs.                                

     .  Steps to reproduce the problem.                                  


--------------------------------------------------------------------------------
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                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


  Email any configuration (pin.cnf) or log files (pinlog)  to
  techsup@portal.com.  Please include your case number and company name in the
  ------------------                                                          
  subject header of the email.

  For example:

       "Portal case# 1234:  dm_oracle pinlog files"

  NOTE:  Be aware that when you CC people in your email to us with aliases, we
  may not get the full email address of the CC'ed person.  If that is the case,
  we will be unable to send a reply to them.  You will need to forward our reply
  to them yourself.


Viewing Status or Updating a Support Case:
-------------------------------------------


To view current status or submit any updates to an existing support case, login
via www.portal.com/WebSupport/login.htm by providing your current user login and
    -----------------------------------                                        
password.  From the `case listings' screen, double click on Case Description to
get to the `case activity' screen to view current status or submit any updates.
To submit updates,  add your comments in the Additional Comments section and
click on `Submit' button when finished.  At this point, the Case Status will
change to `Submitted' and an email notification is sent to Portal's technical
support to notify them of the customer update.

SEVERITY DEFINITIONS

Severity 1 - Production issue - Major product defect causing complete loss of
service.  A support case can be filed as a severity 1 ONLY  if the problem
          ----------------------------------------------------------------
exists in a production environment.  Resolution: work until complete
-----------------------------------              -------------------

   Examples:

     .  System failure prevents end-users from accessing network service.      

     .  Failover not successful in routing around problems.                    

     .  Repeated data loss or data corruption occurs to object data.           

     .  Repeated software failures that result in total interruption of service.

Severity 2 - Production issue/Emergency development issue - Serious product
defect causing major but intermittent loss of production service or preventing
imminent


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


deployment of system under development. No workaround is available, but
operation can continue in a restricted fashion. Resolution: Work until
                                                            ----------
complete.
---------

  Examples:

     .  System failure prevents end-users from signing up for service, but
        allows end users to access network services.

     .  System failure prevents billing collections from occurring, but allows
        end-users to access network service.

Severity 3 -  Significant product defect causing loss of service of one or more
functions or a technical question of high urgency. Workaround is not available,
or functionality loss is critical to system operation.  Resolution: "Quick Fix"
                                                                     ----------
or next release, if imminent
----------------------------


  Examples:

     .  System failure prevents admin users from performing specific account
        updates, but all other functions are working. However, the missing
        function is critical to determining customer's sales commissions.
       
     .  System failure prevents end-users from accessing web pages for account
        information, but allows end-users to access network service. However,
        for many users, the web is the only access available to them.

Severity 4 - Product defect causing loss of service of one or more functions or
a technical question of medium urgency.  Workaround is available, or
functionality loss is not critical to system operation.  Resolution:  Next or
                                                                     --------
future release
--------------


  Examples:

     .  System failure prevents admin users from performing specific account
        updates, but all other system functions are working.

     .  System failure prevents end-users from accessing web pages for account
        information, but allows end-users to access network service.

Severity 5 - Minor product defect causing little or no end-user visible loss of
service or a technical question of low urgency.  This category includes cosmetic
errors or defects where the impact to a customer's operation is minor.
Resolution:  Candidate for future release
             ----------------------------

  Examples:


--------------------------------------------------------------------------------
Portal                   Confidential and Proprietary                 Page - 9 -
                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


     .  Documentation errors requiring correction or clarification.

     .  Most error message problems.                               

     .  System failure that occurs rarely and where failover successfully routes
        around the failure.

Severity 10 - Enhancement request to Infranet for new feature or modification to
existing feature rendering the feature more effective, complete or easier to
use.  Resolution:  Candidate for future release
                   ----------------------------

  Examples:

     .  Additional summary reports by cycle, accounts, etc.  

     .  Additional screens in the web interface.              


Changing  a Severity Level:
---------------------------

When a support case is initially submitted,  the submitter makes their best
estimate of the appropriate severity level and files it as such.  As Portal and
the submitter work on the reported issue, it may become clear that the severity
level should be changed.  If the submitter wishes to change the severity level,
they should update the case via the web to indicate what severity level to
change from and to, and why the change is being requested.   If in reviewing the
case, Portal's analysis is that a change in severity levels is consistent with
the definitions above, Portal will change the severity level and notify the
submitter.

STATUS DEFINITIONS

Submitted - A support case is in this state when first submitted.   An existing
case will revert back to the submitted state when any updates are made via the
web by the submitter.

Pending - waiting Customer - A support case is in this state to indicate that
more information is needed from the submitter for Portal to further analyze the
problem.  Information to include when submitting a  case includes: how to
reproduce the error, any non-reproducible symptoms and any error messages,
configuration information, steps to reproduce the failure and so forth.


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


Researching - A support case is in this state to indicate that the technical
support engineer is in the process of trying to reproduce the problem. If the
issue can be resolved without engineering evaluation, the technical support
engineer will drive resolution.

Qualified as Bug  - Technical Support has reviewed the support case and has
qualified it as a bug warranting engineering evaluation. Cases filed as a
severity 1 or severity 2 remain in this state until a fix or a patch is
delivered.  Cases filed as severity 3, severity 4, severity 5 or severity 10 are
moved to Closed state.  However, customers can continue to monitor engineering
progress and updates for Closed support cases that have been qualified as bugs.

Patch Delivered - A patch or a "Quick Fix" was delivered to the customer and is
awaiting customer validation.  Case is moved to `Closed' state after
verification of fix from customer.

Closed - Closed is the final state of a case and indiates that no further
analysis is needed to be performed by Portal's technical support staff.  The
technical question has been answered satisfactorily.  In the case of a product
defect submitted as a severity 3, 4, 5 or a 10, technical support will continue
to update the support case with status from engineering.





Typical Progression Through Status
----------------------------------

The order in which the status indicators are listed in the prior pages is close
to representing the typical progression through to resolution.  All cases are
automatically tagged with a status of "Submitted" when they are filed.
Technical Support engineers are the first ones at Portal to review a case.  They
will do one of four things.

   1)  They may see that more information is needed to analyze the problem, note
       what information is needed in the case and change the status to "Pending-
       waiting Customer" until more information is provided by the submitter.

   2)  They may determine that this case warrants review by Portal Engineering
       and reports the issue to enigneering and changes the status to "Qualified
       as Bug".

   3)  They have all the necessary information to try reproducing the problem
       and changes the status to "Researching".

   4)  Or they are able to answer the question if the answer does not require
       any code changes, and changes the status to "Closed".


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


Once a case is marked as Qualified as Bug, then Portal Engineering reviews it,
assigns it to an appropriate engineer.  When an engineer reviews the case, they
may do one of three things:

   1) Evaluate it, determine they have enough information to reach a resolution.

   2) Evaluate it, determine that more information is necessary, list what
      information is necessary in the case and mark the status as "Pending
      waiting Customer"

   3) Evaluate the case, determine that it should be closed for some reason,
      indicate the reason (such as not a bug) and change the status to "Closed"

After a Portal engineer has evaluated a case and has determined that enough
information is available, the engineer will work on a fix for the error. After
the build in which the fix has been integrated is delivered (posted to the
Portal web site) as a Release or an Update, then the  case status is changed
to"Patch Delivered".  Or in the case of a severity 1 or a severity 2 issue, if
Portal agrees that it mandates an immediate resolution, Portal engineer will
work to provide a standalone `Quick Fix' as an interim solution.   In the
                                                                   ------
interest of speedy delivery to our customers, `Quick Fixes' bypass our full
---------------------------------------------------------------------------
system tests and are only unit tested by the engineers.  We strongly recommend
------------------------------------------------------------------------------
that `Quick Fixes' are fully tested in your test environment prior to deployment
--------------------------------------------------------------------------------
in your production environment.  `Quick Fixes' are integrated into the next
---------------------------------------------------------------------------
patch release, updates or normal product release .  Portal will provide `Quick
------------------------------------------------------------------------------
Fixes' only for the latest patch or update currently supported for that release.
--------------------------------------------------------------------------------

We recognize that your technical problems often need immediate attention.  To
address this need, we have asked our technical support engineers to be available
24 hours a day to respond to both severity 1 and 2 problems.  In order to ensure
that we continue to provide this high level of support, we request confirmation
of the success or failure of a 'Quick Fix' or workaround within 48 hours after
it has been provided to you.  The ability to work closely with you is critical
for resolving your technical problems efficiently.

Support Case Activity Log
-------------------------

Any activity on the support case will be added to the call `Details' section as
it progresses through to resolution.  Any information that is pertinent will be
added to the `Details.  In particular when a case status is changed to Pending,
details of what information is needed is described.


RESPONSE and RESOLUTION OBJECTIVES


--------------------------------------------------------------------------------
Portal                   Confidential and Proprietary                Page - 12 -
                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


It is our intent to meet or beat the Response and Resolution Objectives
guidelines as set forth in the table below.  Actual response and resolution
times may take longer and are depended upon the complexity of the problem.



<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------
           SEVERITY LEVEL                 CALL          TARGET              RESOLUTION
                                          BACK            for                OBJECTIVE
                                          TIME          INITIAL
                                                        ANALYSIS
<S>                                     <C>             <C>               <C>

1  Complete loss in production          30 minutes      4 hours           work until complete

2  Serious defect causing major but     4 hours         8 hours           work until complete
   intermittent loss in production or
   preventing deployment.

3  Significant defect causing minor     2 business      5 business days   Patch or next
   loss in production with no           days                              release
   workaround

4  Minor defect causing minor loss      Via WEB         Via WEB updates   Next or future
   with workaround                      updates                           release

5  Minor defect causing no loss         Via WEB         Via WEB updates   Candidate for
                                        updates                           future release

10 - Request for Enhancement            Via WEB         Via WEB updates   Candidate for
                                        updates                           future release
----------------------------------------------------------------------------------------------
</TABLE>



Phase Definitions:
------------------

Call Back Time  -  Initial callback from Portal by a qualified technical support
representative.

Target for Initial Analysis - Targeted response time for first detailed analysis
of problem, including any possible workaround and plan for complete resolution.
Resolution Objective - Estimate of when a fix or workaround is available to
customer to eliminate symptoms of problem.

NOTE:  Our response time for  product defects will be based on the severity
levels and individual customer's support contract.  If the defect is not
resolved in a satisfactory manner, please escalate the situation per the
"Escalation Process" as described on page 13.


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Portal                   Confidential and Proprietary                Page - 13 -
                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


COMMUNICATION

Severity 1 Cases
----------------

     For Severity 1 cases Portal provides updates to submitter as pertinent
     information becomes available.  These updates are provided via phone, fax
     or email or via web updates as the situation warrants. The definition of
     Severity 1 as complete loss of service in production will be strictly
     adhered to and any cases that do not fall within this definition either
     initially or after a work around has been provided will be reassigned to a
     lower severity level.

Severity 2 Cases
----------------

     For Severity 2 cases Portal provides updates to submitter as pertinent
     information becomes available.  These updates are provided via phone, fax
     or email or via web updates as the situation warrants. The definition of
     Severity 2 as major loss of service in production or preventing imminent
     deployment will be strictly adhered to and any cases that do not fall
     within this definition either initially or after a work around has been
     provided will be reassigned to a lower severity level.

Severity 3, 4, 5 and 10 Cases
-----------------------------

     Portal communicates updates on these cases via web updates as pertinent
     information is available.  The Web-Base support interface permits users to
     search for recently updated cases and it will also send  email
     notifications when a case is changed.

24X7 SUPPORT

Our 24-hour support services are only available to our Gold Level Support
customers for reporting a severity level 1 or a severity level 2 system failure
in a production environment only.  For all other severities and for Silver Level
Support customers, please call during our normal business hours Monday through
Friday (excluding holidays) 8:00 am - 5:00 pm PST.

SUPPORT ESCALATION PROCESS



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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


To ensure that our customers are getting the appropriate level of attention and
service, the following are escalation procedures to use when dealing with any
Infranet product defect.

Severity 1 Errors:


Definition:   Major product defect causing complete loss of service.
----------                                                         

Escalation Process:
-------------------
1.  Report the failure via the Web-Based Support interface:
       www.portal.com/websupport/login.htm
       -----------------------------------

2.  Call our 24-Hour message center at (408) 752-7430 to report the problem. The
    on-call support engineer will be paged to respond. A support engineer is
    expected to respond within 30 minutes of logging the call with the message
    center. If you are able to bring your production system back online
            -----------------------------------------------------------
    successfully and believe that a less urgent fix is required and can be
    ----------------------------------------------------------------------
    worked on during normal business hours, you do not have to call the message
    ---------------------------------------------------------------------------
    center.
    -------
 
3.  The initial focus of the support engineer will be to provide assistance to
    bring the production system back online. Analysis of the cause and/or
    resolution may take longer.

4.  Support engineer escalates to Portal engineering.

Severity 2 Errors:

Definition: Serious product defect causing major but intermittent loss of
-----------                                                             
production service or preventing imminent deployment of system under
development.

Escalation Process:
-------------------
1.  Report the failure via the Web-Based Support interface:
       www.portal.com/websupport/login.htm
       -----------------------------------

2.  Call our 24-Hour message center at (408) 752-7430 to report the problem. The
    on-call support engineer will be paged to respond. A support engineer is
    expected to respond within 2 hours of logging the call with the message
    center. If you are able to bring your production system back online
            -----------------------------------------------------------   
    successfully and believe that a less urgent fix is required that can be
    -----------------------------------------------------------------------
    worked on during normal business hours, you do not have to call the message
    ---------------------------------------------------------------------------
    center.
    -------

3.  The initial focus of the support engineer will be to provide assistance to
    bring the production system back online. Analysis of the cause and/or
    resolution may take longer.

4.  Support engineer escalates to Portal engineering


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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions


Severities 3,4,5 & 10 Errors:
                            -

The message center does NOT handle severity 3, 4, 5 or 10 issues.

Escalation Process:
------------------
1.  Report the failure via the Web-Based Support interface:
       www.portal.com/websupport/login.htm
       -----------------------------------

2.  The support engineer will attempt to reproduce the problem.

3.  If reproducible, support engineer submits the issue to Portal's engineering
    for consideration in the next release or future release.

4.  If you require a fix to be available sooner, inform the support engineer by
    updating the support case via the web to indicate that the issue needs to be
    escalated.

5.  Support engineer escalates the issue to Portal engineering.

Note:  For severity 3, 4, 5, and 10 issues, Portal engineering will review the
escalated issue and determine if a fix will or will not be available in the
timeframe requested.

Calling the 24-hour Message Center
----------------------------------

An agent with the message center will receive your call and collect the
following information from you:  your name, phone number, company which you
represent, severity of the problem, and a brief message.  The answering service
is instructed to escalate severity 1 and severity 2 issues to the appropriate
Portal individual.  The message center personnel are provided with instructions
on how to escalate to the Manager of Technical Support and the VP of Portal's
Professional Services should the on-call engineer(s) fail to respond.

NOTE:  Our 24-hour support services are only available to our Gold Level Support
customers for reporting a severity level 1 or a severity level 2 system failure
in a production environment only.  For all other severities and for Silver Level
Support customers, please call during Portal's normal business hours which are
Monday through Friday (excluding holidays) 8:00 am - 5:00 pm PST.

For General Support Issues and Errors of Any Severity:
------------------------------------------------------

If you feel that an error or defect of any severity is not being resolved
appropriately, please call the Technical Support phone number at:

  Technical Support:  (408) 343-4410 (voicemail)


--------------------------------------------------------------------------------
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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions

and leave a voicemail with your name, phone number, company which you represent
and brief problem description.  A Technical Support engineer will be paged
automatically to assist you.  If the Technical Support engineer is unable to
address your needs, please feel free to contact the Technical Support Manager
at:

          Technical Support Manager:   (408) 697-5037 (pager)

If the problem is not progressing at a speed with which you are satisfied,  you
may ask the Technical Support Manager to escalate the issue.

TECHNICAL SUPPORT CONTACTS

To ensure that we provide uniform support to each of our customers, each
customer account is required to designate two senior level contacts to function
as the technical support liaison to Portal.  Please send an email to
techsup@portal.com stating the name, phone number and email address of your
------------------                                                        
contacts. Your designated contacts will be added to our call tracking database
and will be the only individuals allowed to submit issues into technical
support. To change your contact information, please send an email request to
techsup@portal.com. Additional contacts can be negotiated into the Support
------------------                                                        
Maintenance Contract at additional cost.

SOFTWARE ERRORS

An Update Release is a full Infranet release and contain the cumulative set of
fixes available for a given release.  Update Releases should be downloaded and
installed in full to ensure that you have the most recent, supported version of
Infranet.

Portal will work on cases of severity 1 and 2 until they are resolved.  Fixes
for these cases are targeted to be included in an Update Release of the
currently shipping Infranet release as well as in the following release.

Cases of severity 3 and 4 are targeted for fixing in the next release, severity
5 for fixing in a future release and cases of severity 10 are candidates for a
future release.

Periodically, Portal does a full review of outstanding  product bugs.  Portal
engineering and Product Marketing determines the bug fixes and product
enhancements selected for integration into a release based upon customer demand
and value to our client base.


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                   Not to be disclosed without prior written
                                  permission
<PAGE>

                                                                 Product Support
                                            Guidelines, Policies and Definitions

Product Support Period
----------------------

Infranet releases are supported for a period of 18 months from the official
Release to Web date (RTW). Portal highly encourages customers to upgrade to the
latest release of Infranet in order to benefit from the latest features and
fixes.








     Portal is a registered trademark in the United States, and Portal Software,
     the Portal logo, the Real Time - No Limits tagline and Infranet are
     trademarks of Portal Software, Inc. Copyright 1998 Portal Software, Inc.


--------------------------------------------------------------------------------
Portal                   Confidential and Proprietary                Page - 18 -
                   Not to be disclosed without prior written
                                  permission

Source: OneCLE Business Contracts.