Development & License Agreement

DEVELOPMENT AND LICENSE AGREEMENT



This Development and License Agreement ("Agreement") is entered into as of __________, 1998 ("Effective Date") by and between PEOPLESOFT, INC. ("PEOPLESOFT"), a Delaware corporation with a place of business at 4460 Hacienda Drive, Pleasanton, California 9 4588 and MOMENTUM BUSINESS APPLICATIONS, INC. ("MOMENTUM"), a Delaware corporation with a principal place of business at 1301 Harbor Bay Blvd., Alameda, California 94502. PeopleSoft and Momentum shall be collectively referred to herein as the "Parties."



Whereas, the Parties intend to work together to develop software application products which may be based on PeopleSoft's PeopleTools technology as set forth herein which shall be known as the Momentum Products;



Whereas, the Parties also entered into the Marketing and Distribution Agreement ("Marketing Agreement") on the Effective Date for PeopleSoft's possible distribution of the proposed Momentum Products;



Whereas, the Parties have also entered into an agreement for PeopleSoft services to Momentum ("Services Agreement") as of the Effective Date whereby PeopleSoft will provide Momentum various services as specified in the Services Agreement;



Whereas, this Agreement, the Services Agreement and the Marketing Agreement are separate, yet interdependent agreements in the context of the PeopleSoft/Momentum business relationship; and



Whereas, this Agreement sets forth the manner in which Momentum can use Available Funds.



The Parties agree as follows:



DEFINITIONS



"Available Funds" means the three hundred million dollars ($300,000,000) in cash funding that PeopleSoft contributed to Momentum in furtherance of the formation of Momentum plus any accrued investment income, less any amounts expended under this Agreement and for related administrative expenses (includi ng expenses under the Services Agreement).



"Contributed Technology" means any PeopleSoft software products or other technology that PeopleSoft agrees to provide to Momentum during the work plan and cost estimate approval process.



"Development Costs" means the fully burdened costs incurred by PeopleSoft (including costs incurred for third party contractors hired by PeopleSoft) in developing a Momentum Product.



"Developed Technology" means development tools (other than PeopleTools) which are developed or otherwise acquired by Momentum for the purpose of developing Momentum Products.



"Developed Technology Royalties" mean the royalties that PeopleSoft will pay to Momentum on any software product (other than a Momentum Product) licensed by PeopleSoft to end users that was developed by PeopleSoft using Developed Technology.



"Documentation" means only technical publications relating to the use of the PeopleSoft Technology, such as reference, user, installation, systems administrator and technical guides, and training curriculum delivered by PeopleSoft to Momentum.



"Momentum Products" means the software applications, including pre-release versions, and associated documentation that are proposed by PeopleSoft and accepted by Momentum for development under this Agreement.



"Net License Fees" means the actual amount of license fees received by PeopleSoft for an end user's use of any prod uct containing Developed Technology, net of sales, technology witholding or VAT taxes, imputed fees for Support Services (such as bundled maintenance), consulting, and any third party royalties less PeopleSoft's actual fully burdened development costs rel ated to the Developed Technology.



"PeopleSoft Technology" means PeopleTools, Documentation and all other Contributed Technology provided by PeopleSoft to Momentum and all corrections or updates thereto. PeopleSoft Technology includes all third-party softwa re included in PeopleTools and any Contributed Technology that PeopleSoft has the right to provide and agrees to provide to Momentum.





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Technology acquired by PeopleSoft after the date of this Agreement shall not be considered PeopleSoft Technology unless such technology is expressly included in PeopleTools or provided to Momentum as Contributed Technology.



"PeopleTools" means all or any portion of the underlying technology in object or source code format, to ols and documentation delivered by PeopleSoft to Momentum under this Agreement and any related extensions or future enhancements all of which serves as the foundation for all PeopleSoft software products.



"Purchase Option" means PeopleSoft's option to acquire all (but not less than all) of the outstanding callable Class A common stock of Momentum as set forth in Momentum's Restated Certificate of Incorporation.



"Support Services" means PeopleSoft's then current technical support and maintenance services f or the PeopleSoft Technology. Support Services for general customers as of the Effective Date are as set forth in Exhibit B attached hereto. The Support Services initially provided by PeopleSoft to Momentum under this Agreement shall be substantially simi lar to those specified in Exhibit B and may be modified as required for purposes consistent with this Agreement.



1. LICENSE GRANTS



1.1 PeopleSoft grants Momentum a perpetual (subject to the section entitled

"Default and Termination"), worldwide, non-exclusive, nontransferable

license to use a reasonable number of copies of the PeopleSoft

Technology solely for internal use purposes connected with this

Agreement and solely in conjunction with Momentum's development,

support, demonstration, testing (and any related tasks) of the Momentum

Products; In addition, Momentum may, with PeopleSoft's consent,

sublicense third parties to use the PeopleSoft Technology for the same



1.2 To the extent that it has, or in the future obtains, the right to do so,

Momentum hereby grants PeopleSoft a perpetual, non-exclusive,

irrevocable, unrestricted, worldwide right to use, market, manufacture,

reproduce, copy, sublicense, distribute through PeopleSoft's then

current worldwide channel distribution system (under the PeopleSoft name

or otherwise pursuant to PeopleSoft's then current general licensing

policies and methodologies), create derivative works, enhance and modify

the Developed Technology.



1.3 PeopleSoft shall provide Momentum with one copy of PeopleSoft

Technology, with rights to make additional copies as reasonably

necessary for the uses set forth in section 1.1. PeopleSoft shall also

provide Momentum with one printed set of Documentation and Momentum

shall have the option to acquire additional sets of Documentation at

PeopleSoft's then current rates



2. LICENSE EXCLUSIONS



2.1 Except as expressly authorized herein, Momentum shall not:



a. copy or modify the PeopleSoft Technology other than as set forth

in section 1.1;



b. use PeopleSoft Technology to develop any software application

products that compete with PeopleSoft Technology;



c. cause or permit reverse compilation or reverse assembly of all

or any portion of the PeopleSoft Technology;



d. distribute, disclose, market, rent, lease or transfer to any

third party any portion of the PeopleSoft Technology or the

Documentation, or use the PeopleSoft Technology or Documentation

in any service bureau arrangement or third party training other

than to third party consultants under agreement and

non-disclosure as mutually agreed upon between the Parties in

writing;



e. disclose the results of PeopleSoft Technology performance

benchmarks to any third party without PeopleSoft's prior written

notice;



f. export PeopleSoft Technology in violation of U.S. Department of

Commerce export administration regulations; and



g. invoke support libraries other than through documented API





2.2 No license, right, or interest in any PeopleSoft trademarks, trade name,

or service mark is granted hereunder.



3. DEVELOPMENT OF MOMENTUM PRODUCTS





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3.1 Defining development projects: PeopleSoft shall propose the development

of certain Momentum Products to Momentum and shall submit work plans and

cost estimates for such development initiatives using Exhibit A as a

general outline. Momentum may approve all or any portion of a proposed

work plan and cost estimate or may determine not to approve any proposed

work plan and cost estimate. Notwithstanding the foregoing, Momentum

shall not be obligated to fund development of Momentum Products in

excess of amounts reflected in approved work plans and cost estimates.



3.2 (a) Situations wherein PeopleSoft develops:



If Momentum and PeopleSoft agree that PeopleSoft will do research and

development work with respect to a Momentum Product, Momentum will pay

PeopleSoft 110% of PeopleSoft's Development Costs incurred with respect

to such product. PeopleSoft shall not be required to undertake

activities that would result in Development Costs exceeding those

reflected in approved work plans and cost estimates. Except as agreed to

by the Parties, PeopleSoft shall not be required to devote any specific

amount of time or resources to research and development activities under

this Agreement.



(b) Situations wherein Third Parties develop:



The Parties intend that they will discuss and agree upon the possible

use of third parties to develop Momentum Products during the budget

proposal and approval process. Any agreements between Momentum and third

parties relating to Momentum Products or Developed Technology must

include appropriate provisions for the protection of PeopleSoft

Technology and PeopleSoft's rights under this Agreement, the Marketing

Agreement, and the Services Agreement and as a holder of the Momentum

Class B Common Stock. Subject to the foregoing, the amount and nature of

work to be performed by third parties will be determined by Momentum.



3.3 Momentum hereby grants PeopleSoft a right of first refusal with respect

to any future financing proposed to be conducted by Momentum. If at any

time, Momentum intends to raise more than $100,000 of capital in a

transaction or series of transactions, Momentum shall provide PeopleSoft

with notice of the proposed transaction including a summary of terms of

the proposed transaction. If PeopleSoft desires to provide Momentum with

the financing on the terms proposed by Momentum, it may do so by giving

Momentum notice within 15 days of its receipt of the notice of the

proposed by Momentum. If PeopleSoft does not exercise its rights

hereunder, Momentum shall have 60 days from the expiration of the

foregoing 15 day period to complete the financing on the terms contained

in the notice provided to PeopleSoft. If Momentum does not complete the

financing within said 60 day period, PeopleSoft's rights hereunder shall

be deemed to be revived.



3.4 Momentum shall use diligent efforts to research and develop Momentum

Products in accordance with approved work plans and cost estimates

agreed to by the Parties pursuant to this Agreement. As of the Effective

Date, the Parties contemplate the development of the following Momentum

Products: electronic business, analytic applications and

industry-specific software applications.



3.5 The Parties intend to discuss and agree upon the use of Available Funds

during the work plan and cost estimate approval process. Momentum may

use the Available Funds only to develop or acquire Momentum Products and

related technologies and for related administrative expenses. There are

no restrictions on Momentum's use of its funds other than Available

Funds to conduct its business as it determines.



3.6 Momentum will invest the Available Funds in high quality marketable

securities. Momentum may not encumber, pledge or otherwise take any

action with respect to the Available Funds that could prevent the full

expenditure of such funds under this Agreement. If PeopleSoft reasonably

believes Momentum has or intends to use the Available Fund for purposes

other than those allowed by this Agreement, PeopleSoft will have the

right to require Momentum to make an affirmative pledge of the Available

Funds to performance under this Agreement.



3.7 PeopleSoft agrees to sublicense to Momentum any required third party

software in which PeopleSoft has applicable distribution rights.

Momentum shall be responsible for the payment of any technology access

fees or royalties due third parties for the use of such third party



4. FE ...