SOFTWARE LICENSING AGREEMENT


                                 MULTICOSM LTD

                                    - and -

                      Computing Products & Services Inc


                        relating to articles known as

                        Microcosm and Mobile Assistant

Reference No:-
<PAGE>   2



Clause                         Title
------                         -----
<S>                            <C>
1                              Definitions
2                              Grant
3                              Commencement and Duration
4                              Supply of Know-How
5                              Technical Assistance
6                              Restrictions on the Licensee
7                              Confidentiality
8                              Duties of the Licensee as Distributor
9                              After Sales Service
10                             Warranties
11                             Quality Control
12                             Consideration
13                             Accounts
14                             Payment
15                             Patents
16                             Marking
17                             Assignment, Sub-licensing, Transfer and Variation
18                             Prior Termination
19                             Effect of Termination or Expiry
<PAGE>   3
<S>                            <C>
20                             Force Majeure
21                             Notices
22                             Arbitration
23                             Waiver
24                             Proper Law
25                             Validity of Agreement
26                             Alteration of the Agreement
27                             Implied Terms
28                             No Authority
29                             Counterparts

Schedule: Parts 1-12
<PAGE>   4
         THIS AGREEMENT is made the 7th day of Dec. One thousand nine hundred
         and ninety five BETWEEN

(1)      Multicosm Ltd, Town Quay House,
         7 Town Quay, Southampton SO14 2PT (hereinafter called "the
         Licensor") and

(2)      CPSI, a company organised and existing under the laws of
         the State of Virginia in the United States of America with its
         registered office at 12701 Fairlakes Circle, Suite 550, Fairfax, VA
         22033 and its principal place of business at same as above (the


         The Licensor is the sole licensee from the University of
         Southampton of intellectual property relating to articles known as
         Microcosm, a hypermedia programming system, and has been granted the
         rights to sublicense this intellectual property.

         The Licensee wishes to manufacture, use, lease and sell
         articles made in accordance with the said intellectual property and
         the Licensor is willing to grant the right to the Licensee to do so
         upon the terms and conditions hereinafter contained.

                         NOW IT IS HEREBY AGREED as follows


         In this Agreement unless the context requires otherwise:
<PAGE>   5
         1.1     "Article" means any article or device incorporating the
                 Intellectual Property or any part thereof
         1.2     "Articles sold" means all and any Article(s) sold, leased put
                 into use by or otherwise disposed of by the Licensee or any
                 sub-licensee and all references to "sell", "sale", "sold" or
                 similar shall be construed accordingly where the context so
                 requires or admits.
         1.3     "Group" means the Licensee and any holding or subsidiary
                 company of the Licensee and any other subsidiary company of
                 the holding company or the Licensee all within the meaning of
                 Section 736 of the Companies Act 1985.
         1.4     "Manufacturing Territory" means USA & future Worldwide mfg.
         1.5     "Exclusive Territory" means the territory or territories (as
                 constituted at the date hereof) specified in Part 1 of the
                 Schedule at the end of this Agreement.
         1.6     "Non-Exclusive Territory" means the territory or territories
                 (as constituted at the dated hereof) specified in Part 2 of
                 the Schedule.
         1.7     "Field of Use" means the technical fields specified in Part 3
                 of the Schedule.
         1.8     "Effective Date" means the date specified in Part 4 of the
         1.9     "Patents" means the patents and applications for patents
                 specified in Part 5 of the Schedule.
         1.10    "Copyrights" means all copyrights in works relating to
                 Articles, including the Software specified in Part 6 of the
         1.11    "Know-How" means technical know-how, technical data, designs,
                 experience, knowledge, specifications, drawings, plans,
                 process sheets, procedure books, operating and instruction
                 manuals and such other technical and production information
                 and documentation which relates to the manufacture of
                 Articles, including that specified in Part 7 of the Schedule.
         1.12    "Net Invoiced Selling Price" means the total amount invoiced
                 to purchasers or lessees (as appropriate) of Articles (and
                 where Articles are incorporated into or sold together or with
                 any other device Articles shall in each case be invoiced
                 separately) less
                 (i) haulage, packing costs, returns, allowances and insurance
                 (ii) normal quantity and trade discounts and rebates actually

<PAGE>   6

                 (iii) sales and excise taxes (including Value Added Tax) and
                 duties payable by the seller.

         1.13    "Royalty Payment Date" means the 31 March, 30 June, 30
                 September and 31 December in each year and the date of
                 termination of this Agreement (whether by affluxion of time or
         1.14    "Up Front Fee" means the capital sum specified in Part 8 of the
         1.15    "Royalty" means in respect of each Article which is sold by or
                 on behalf of the Licensee pursuant to this Agreement
                 (including any Article sold incorporated into any other
                 article) a royalty calculated upon the Invoiced Price of that
                 Article at the rate or rates specified on Part 9 of the
         1.16    "Minimum Royalty Payment" means the sum specified in Part 10
                 of the Schedule.
         1.17    "Term" means the period of time after the Effective Date
                 specified in Part 11 of the Schedule.
         1.18    Headings and commas are inserted for convenience only and
                 shall be ignored in construing the terms of this Agreement.
         1.19    In construing this Agreement words importing the singular
                 shall include the plural and vice versa if the context so
         1.20    References to clauses are to clauses of this Agreement,
                 references to sub-clauses are to sub-clauses of the clause in
                 which the reference appears and references to the Schedule are
                 to the Schedule to this Agreement.

2.       GRANT

         Subject to the terms and conditions of this Agreement the Licensor
         hereby grants to the Licensee under the Know-How (disclosed or to be
         disclosed hereunder), Trade Marks, Patents and Copyrights during the
         continuance of this Agreement with effect from the Effective Date or
         (if later) the date of disclosure of the same by the Licensor to the
2.1                     a non-exclusive licence to manufacture Articles in
                        the Manufacturing Territory.
2.2                     a non-exclusive licence to sell in the Non-Exclusive
                        Territory Articles so manufactured by the Licensee.
<PAGE>   7


         This Agreement shall come into force on the Effective Date and subject
         to prior determination as provided in clause 24 shall continue in
         force until the expiration of the Term PROVIDED THAT either party may
         by giving to the other not less than twelve (12) months' written
         notice expiring at or before the expiration of the Term request
         negotiations as to an extension of this Agreement but any such
         extension and the terms thereof shall be subject to agreement by both

4.1              Subject to the provisions of sub-clauses 3 and 4 the Licensor
                 shall so soon after this Agreement become effective as the
                 Licensee may reasonably require supply to the Licensee such of
                 the Know-How as the Licensor may at that time have in its
                 possession relating to the manufacture of Articles as the
                 Licensor may in its opinion reasonably think necessary.

4.2              Subject to the provisions of sub-clauses 3 and 4, during the
                 continuance of this Agreement the Licensor shall also from
                 time to time supply to the Licensee, as the Licensor may
                 reasonably think necessary, additional Know-How which may come
                 into the possession of the Licensor which shall relate
                 specifically to improvements or modifications to Products.

4.3              The Licensor shall not be bound to disclose or provide to the
                 Licensee any Know-How or other data which is not in the
                 possession of the Licensor or which the Licensor is precluded
                 from disclosing or which would or might result in the
                 violation of the laws of any territory.

4.4              All Know-How referred to in sub-clauses 1 and 2 in documentary
                 form shall be supplied in one copy free of charge from which
                 two (2) only other back-up copies may be taken.


5.1              During the continuance of this Agreement and subject to the
                 Licensor's other commitments, to the personnel that the
                 Licensor has available and to sub-clause 3, the Licensor
                 shall, if the Licensee so requests make available to the
                 Licensee at times to be mutually agreed, the services of a
                 consultant to advise and instruct the Licensee in the
                 manufacture of Articles; the Licensee shall pay the Licensor
                 at the rate set out in Part 12 of the Schedule for each day of
                 the consultant's absence from the Company plus all travelling,
                 hotel, residential and other expenses, any such payments to be
                 made to the Licensor on the following Royalty Payment Date.


6.1              The Licensee shall not manufacture or assemble any Articles
                 elsewhere than in the Manufacturing Territory.

6.2              The Licensee shall restrict exploitation of hereunder licensed
                 Articles to the technical fields of application set out in
                 Part 3 of the Schedule.

<PAGE>   8
6.3              The Licensee shall not without the Licensor's prior written
                 consent supply or otherwise dispose of any Articles otherwise
                 than by way of sale.

6.4              The Licensee shall not without the Licensor's prior written
                 consent manufacture or sell or be concerned or interested in
                 any way in the manufacture or sale of any products similar to
                 or of the same kind, nature or purpose as or such as are
                 capable of competing with Articles within one year of the
                 effective date of this agreement.

6.5              The Licensee shall immediately refer to the Licensor all
                 enquiries received by the Licensee, or by its distributors and
                 sales agents (if the Licensee has knowledge of these) relating
                 to the sale or supply of Articles for use in any area outside
                 the licensed territories.


7.1              All Know-How and other information, documents, experience and
                 knowledge proprietary to the Licensor supplied by or on behalf
                 of the Licensor under or pursuant to or in contemplation of
                 this Agreement shall be treated as confidential and shall be
                 used solely to enable the Licensee to manufacture Products in
                 accordance with this Agreement and during the continuance
                 thereof; the documents whilst in the possession of the
                 Licensee shall be at the Licensee's risk and the Licensee
                 hereby undertakes with the Licensor for the safe custody

7.2              The Licensee shall ensure that no Know-How or other
                 information, documents, experience or knowledge as aforesaid
                 are disclosed without prior written consent of the Licensor to
                 any person except to responsible officers, technicians or
                 employees of the Licensee and shall take all responsible steps
                 and precautions to ensure that any such persons to whom such
                 Know-How and other information, documents, experience or
                 knowledge is disclosed are themselves bound by a prior written
                 undertaking in terms similar to those contained herein to keep
                 and will keep such Know-How and other information documents,
                 experience and knowledge confidential PROVIDED THAT consent
                 as aforesaid shall not be required in respect of Know-How:

                 7.2. 1   which become a matter of public knowledge other than
                          through the fault of the Licensee or a person to whom
                          the same was disclosed by the Licensee or

                 7.2.2    which the Licensee can prove was known to the
                          Licensee at the time of its disclosure to the
                          Licensee or have been taken by the Licensee.

                 7.2.3    which is required to be disclosed in any legal
                          proceedings provided that all reasonable legal means
                          of preventing disclosure have been taken by the

7.3              If the Licensee hires any sub-contractors for the purpose of
                 the manufacture of any Products the Licensee shall take all
                 necessary reasonable steps and precautions to ensure that any
                 such subcontractors to whom such Know-How or other
                 information, documents, experience or knowledge as aforesaid
                 is disclosed are themselves bound by a prior written
                 undertaking in terms similar to those contained herein to keep
                 and will keep such Know-How or other information, documents,
                 experience and knowledge completely confidential at all times
                 thereafter. The Licensee is bound

<PAGE>   9
                 by the provisions of this paragraph for a period of 1 year
                 after termination of the agreement.


                The Licensee shall use its best endeavour to promote and extend
                sales of Articles throughout the licensed territories and in
                particular shall:

                8.1.1    work diligently to obtain orders for Articles by
                         personal visits, circularising, advertising and all
                         other means available to it.

                8.1.2    use the Licensor's name only in conjunction with its
                         appointment under this Agreement and in carrying out
                         its duties hereunder but then only in relation to
                         Articles and with a clear reference that Articles are
                         manufactured under licence from the Licensor.

                8.1.3    employ staff trained in the operation, demonstration
                         and repair of Articles.

                8.1.4    immediately bring to the Licensor's attention any
                         improper use in the territory which the Licensee may
                         suspect of the Know-How, Patents, Copyrights or any
                         other intellectual property rights of the Licensor.


         The Licensee shall supply an after-sales service to customers for
         Articles of such a reasonable standard as to maintain the Licensor's
         reputation in the licenced territories.


10.1            The Licensor hereby represents and warrants to the Licensee
                that the Articles conform to the Licensor's published
                specifications and that the Licensor has the full power and
                right to enter into this agreement with the Licensee. 
                (a) Limits. The above warranty is in lieu of all other
                warranties, whether express, implied or statutory, including
                but not limited to any warranty of merchantibility of fitness
                for a particular purpose or otherwise with respect to the
                (b) Damages. In no event shall the Licensor be liable for any
                consequential, incidental, indirect, exemplary or special
                damages, whether in contract or in tort, related to the
                Articles with respect to this Agreement. The Licensee, by
                acceptance of the Licensed Rights granted herein, assumes all
                liability for, and shall indemnify and hold the Licensor
                harmless from and against any and all consequences arising in
                connection with the sale, distribution, use or misuse of the
                Articles by the Licensee, his Sublicensees, Affiliates of the
                Licensee, Customers or Third Parties.

10.2            Right. Each Party hereto warrants that it has the right to grant
                any rights, licenses and assurances granted or to be granted.

10.3            Disclaimer. Data and Information and related information
                heretofore or hereafter disclosed by the Licensor to the
                Licensee shall be accurate to the Licensor's knowledge and
                belief, but the Licensor makes no warranty of any kind
                whatsoever, either express or implied, as to the accuracy of
                such information relating to any patents or any or all of the
                said methods, techniques, processes, information, knowledge,
                know-how, trade practices and any secret data communicated to
                the Licensee.
<PAGE>   10
10.4            Warranty for Product Media. The Licensor warrants to the
                Licensee that the medium on which a Product is furnished by the
                Licensor under this Agreement is free of defects in materials
                and workmanship, under normal use, for a period of ninety (90)
                days after the Delivery Date of such Product ("Media Warranty
                Period"). If the medium is defective, the Licensor will replace
                it at no charge if is returned before the end of the Media
                Warranty Period. The foregoing is the Licensee's sole and
                exclusive remedy for breach of warranty by the Licensor for the
                Product medium.


         The Licensee shall maintain a standard of quality reasonably
         acceptable to the Licensor.


12.1             In consideration of the licences and rights hereby granted
                 under the Know-How, Patents, Copyrights and of the other
                 information supplied and to be supplied hereunder the Licensee
                 shall pay to the Licensor:

                 12.1.1         the Up Front Fee as specified in Part 8 of the
                                Schedule and

                 12.1.2         the Royalties as specified in Parts 9 and 10 of
                                the Schedule

12.2             If any Article is sold or supplied by or on behalf of the
                 Licensee to any person, firm, corporation (public or private),
                 partnership or association which is associated directly or
                 indirectly with the Licensee so as not to be an arm's length
                 transaction the Invoiced Price thereof shall be deemed to be
                 the highest invoiced price of the same or any similar product
                 previously charged by the Licensee in the same year to
                 customers not associated with the Licensee (or, if none, a
                 reasonable commercial price for an arm's length transaction).

13.      ACCOUNTS

13.1             The Licensee shall keep full and true records and accounts of
                 all Articles manufactured or sold or supplied or otherwise
                 disposed of by or on behalf of the Licensee.

13.2             The Licensee shall within one month after each Royalty Payment
                 Date supply to the Licensor in duplicate true copies of the
                 accounts referred to in sub-clause l which relate to the
                 period of three months ending on that Royalty Payment Date and
                 commencing on the immediately preceding Royalty Payment Date
                 (or in the case of the first accounting period the Effective
                 Date) together with a statement showing the amounts due to the
                 Licensor for Royalty over that period calculated in accordance
                 with Clause 12; the statement and all copy accounts supplied
                 to the Licensor hereunder shall bear the reference number on
                 the front of this Licence Agreement.
13.3             The Licensor may at its own expense at any time and from time
                 to time designate a representative to examine or audit the
                 accounts kept by the Licensee pursuant to this clause and all
                 other documents books or records which may be necessary or
                 appropriate with a view to determining or verifying the monies
                 due to the Licensor under this Agreement and the Licensee
                 shall give that

<PAGE>   11

                 representative all such access and facilities not more than
                 twice in a given year in connection with the examination or
                 audit as the representative may reasonably require.

14.      PAYMENT

14.1             The Licensee shall pay and remit or cause to be remitted the
                 Up Front Fee to the Licensor within seven days of the
                 execution of this Agreement subject to any conditions noted in
                 the Schedule.

14.2             The Licensee shall pay and remit or cause to be remitted to
                 the Licensor any amount due to the Licensor in respect of
                 Royalty for each period ending with a Royalty Payment Date in
                 accordance with and at the same time as it delivers (or ought
                 to have delivered) to the Licensor the statement and copy
                 accounts required to be delivered under the sub-clause 13.2.

14.3             If the amount paid and remitted or caused to be paid and
                 remitted by the Licensee to the Licensor in respect of Royalty
                 during any four consecutive periods commencing on the first
                 Royalty Payment Date shall be less than the Minimum Annual
                 Royalty Payment the Licensee shall make up the final amount
                 for that twelve month period to that amount.

14.4             All sums payable and remitted by the Licensee under this
                 Agreement shall be paid and remitted subject to tax deductions
                 required to be made under the law of the Licensee's Territory
                 PROVIDED THAT the Licensee shall use its best endeavours to
                 procure that any such deductions do not exceed the minimum
                 required by any such law and that the Licensee shall in each
                 case furnish the Licensor with an appropriate official
                 certificate of deduction of tax.

14.5             Where any payments provided for under this Agreement remain
                 unpaid and unremitted for one month from the date upon which
                 they became due the Licensee shall, if so requested by the
                 Licensor, immediately cease to manufacture and sell any

14.6             Without prejudice to any other rights which it may have
                 hereunder, the Licensor shall be entitled to charge the
                 Licensee and the Licensee shall pay and remit to the Licensor
                 interest on any sums found due but not paid in full on their
                 due date at the rate of two per centum (2%) per month (or part
                 thereof) calculated from the due date until date of payment in


15.1             The Licensee shall promptly notify the Licensor if:-
                 -      Any infringement of the Patent Rights come to the
                        attention of the Licensee.

                 -      Any suit should be commenced or threatened by any third
                        party against the Licensee arising out of its
                        exploitation of the Patent Rights herein.

15.2             In either of the events mentioned in clause 15.1 the parties
                 shall promptly discuss the situation to determine if and how
                 far the infringer shall be proceeded against or the suit
                 defended and which party or parties shall defray the expense
                 in either case.

15.3             All fees, costs, charges and expenses connected with the
                 Patent Application(s) and the renewal fees
<PAGE>   12

                 necessary to keep the Patent(s) in force shall be borne and
                 paid by the Licensor.

16.      MARKING

         The Licensee shall attach, emboss, affix or otherwise display in a
         permanent manner and in a prominent position to each Article
         manufactured by it hereunder the inscription "Manufactured under
         licence from Multicosm Ltd" together with the appropriate Patent
         Numbers. Likewise copyright text and software shall be provided with
         the Licensor's copyright claim where appropriate.


17.1             The licences herein granted are personal to the Licensee which
                 shall not be entitled to cede, assign or otherwise transfer
                 the benefit of the same or to grant to any other person
                 whatsoever or suffer or cause the same to be assigned or
                 otherwise transferred to any party unless that party has at
                 that time a majority ownership in the Licensee's company
                 (whether on any amalgamation with or merger into any other
                 company or body corporate or otherwise howsoever) any
                 sub-licences or similar rights thereunder or (without the
                 prior written consent of the Licensor) to sub-contract the
                 manufacture of Articles.

17.2             This restriction is however in no way intended to restrict the
                 right of the Licensee to sell Articles through their own
                 Licensees, VARs and their respective VARs.


18.1             If either party commits or knowingly permits any breach of any
                 of the terms of this Agreement notice to this effect may be
                 given to that party by the other together with the request
                 that the breach insofar as it can be remedied shall be
                 remedied and that insofar as it is incapable of being remedied
                 adequate compensation shall be made within a period of three
                 months thereafter; if the breach is not remedied and/or
                 adequate compensation is not made within the said period of
                 three months then the party aggrieved may give to the other
                 written notice terminating this Agreement forthwith.

18.2             Notwithstanding anything hereinbefore contained either party
                 may by written notice to the other terminate this Agreement
                 forthwith in any of the following events namely:-

                 18.2.1   if the other party becomes insolvent or if any motion
                          is made for the compulsory liquidation or winding up
                          of the other party or if it be voluntarily wound up
                          other than a voluntary winding up for the purpose of
                          a bona-fide reconstruction to which the first party
                          shall have given its prior approval

                 18.2.2   if a receiver or manager or administrator is
                          appointed of the whole or substantially the whole of
                          the undertaking of the other party

                 18.2.3   if any distress, execution or other process is levied
                          upon any part of the property or assets of the other

                 18.2.4   if the other party fails to make and remit any
                          payment due to be made by it hereunder within sixty
                          days after the same has become due.

<PAGE>   13
19.1             Any termination (howsoever arising) of this Agreement shall be
                 without prejudice to any claim or right hereunder which may
                 have accrued or be available to either party before
                 termination of this Agreement and the continued operation of
                 relevant clauses.

19.2             The following provisions shall apply immediately on any
                 termination (howsoever arising) of this Agreement:

                 19.2.1  all licences granted or agreed to be granted hereunder
                 to the Licensee shall terminate

                 19.2.2   the Licensee shall forthwith cease to manufacture or
                 sell or in any way be concerned or interested in or facilitate
                 the manufacture or sale of Articles or of any products similar
                 thereto or of the same kind, nature or purpose or such as are
                 capable of competing therewith

                 19.2.3   The Licensee shall return to the Licensor forthwith
                 of all specifications, working and other drawings and other
                 information supplied to it hereunder and all documents
                 containing or disclosing that information in the possession or
                 control of itself or any agent or sub-contractor of it or of
                 any third party.


         Subject always to the provisions of clause 17, neither the Licensor
         nor the Licensee shall be responsible or liable for any loss, damage,
         costs, charges, expenses, detention or delay caused by Act of God,
         force majeure, government or legislative action, fire, strikes, civil
         or military authority, insurrection or riot, embargoes, lockouts,
         tempest, accident, breakdown of manufacturing machinery or delay in
         delivery of goods or materials by other persons or by any other cause
         whatsoever which is unavoidable or beyond its reasonable control and
         shall not in any event be liable for any indirect loss or damage
         arising therefrom.

21.      NOTICES

         Any notice which under this Agreement is to be or may be given by the
         Licensor to the Licensee shall be delivered at or sent by express
         courier in a prepaid letter addressed to the Licensee's registered
         office and any such notice which is to be or may be given by the
         Licensee to the Licensor shall be delivered at or by express courier
         in a prepaid letter addressed to the Licensor marked for the attention
         of the Company Secretary or such other person as may be advised to the
         Licensee from time to time, and citing the reference number on the
         front of this Agreement, and any notice so sent shall be deemed to
         have been given on the third day following the date of sending.


         THE parties hereto hereby agree to submit to arbitration any question
         or dispute arising out of or in relation to this Agreement in
         accordance with the provisions of the Arbitration Rules of the World
         Intellectual Property Organisation or any statutory modification or
         re-enactment thereof for the time being in force.

23.      WAIVER

         Any waiver by either party of any breach of any provision of this
         Agreement shall not constitute a waiver of any subsequent breach or
         affect in any way the effectiveness of this Agreement.
<PAGE>   14
24.      PROPER LAW

         This Agreement shall be governed by the Law of the Territory licensed
         herein and the Licensee hereby submits to the non-exclusive
         jurisdiction of the relevant Courts.


         The Invalidity or unenforceability for any reason of any part of this
         Agreement or any partial annulment shall not prejudice or affect the
         validity or enforceability of the remainder.


         No variation, amendment, modification or waiver of the terms of this
         Agreement shall be of any effect unless the same shall have been
         recorded in writing in duplicate and signed on each copy by each of
         the parties hereto.


         This agreement embodies the entire understanding of the parties and
         there are no promises, terms, conditions or obligations, oral or
         written, express or implied other than those written here.


         Nothing in this Agreement shall constitute or be deemed to constitute
         a partnership between the parties hereto or constitute the Licensee as
         agents for the Licensor for any purpose and the Licensee shall have no
         right or authority to and shall not do any act, enter into any
         contract, make any representation, give any warranty, incur any
         liability, assume any obligation whether express or implied of any
         kind on behalf of the Licensor or bind the Licensor in any way.


         This Agreement has been executed in two counterparts each of which
         shall be deemed an original.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement in
manner binding upon them the day and year first before written.

                                              POSITION HELD

SIGNED BY :  [SIG]       7 Dec 95         Director, Multicosm Ltd.
for and on behalf of THE LICENSOR
in the presence of:-

                     [SIG]    12/7/95

                     [SIG]    12/7/95             President
<PAGE>   15
for and on behalf of THE LICENSEE
in the presence of:-
                      [SIG]  12/7/95
<PAGE>   16

Part 1:         Exclusive Territory: None

Note:  The Licensee desires that Exclusive territory be revisited at a future
date with a view to making this license exclusive to body-worn voice-activated
computers. Should the Licensor wish to give a License to a competing
manufacturer of such equipment before such an agreement is in place, then the
Licensor will review this with the Licensee to provide a reasonable opportunity
to negotiate such exclusivity.

Part 2:        Non-Exclusive Territory:

All countries in the world.

Part 3:        Field of Use:

Application development for, but not restricted to, equipment and facilities
maintenance and public safety using open hypertext technology.

Part 4:        Effective Date:


Part 5:        Patents:

Not applicable.

Part 6:        Software:

A special version of Microcosm for Windows Version 3 extended with DXF viewers
and voice activation, and subsequent versions during the currency of this

Part 7:        Other Intellectual Property:

Copyrights pertaining to the Software and related documentation.

Part 8:        Up Front Fee:

1. Purchase of 7 end-user licenses (assumed end-user selling price of $7,995
each) at $3,770 each making a total of $26,390. 
2. A fee of $50,000. 
Note: a precondition of the above parts of the up-front fee is the approval of
additional bridging finance currently being requested by the Licensee. 
3. A further fee of $200,000 within 60 days of the IPO planned for March 1996. 
Upon payment of this but not before, the total fee of $250,000 will be deemed
to be applicable to the further sale of end-user licenses at the
currently agreed value accruing to the Licensor. 
Note: an end-user license with an assumed selling price of $7,995
entitles the end-user to 2 (two) authoring licenses and 5 (five) run-time
licenses for the software.

Part 9:        Royalty:

<PAGE>   17

A royalty will be negotiated so as to provide the Licensee with the right to
provide run-time sublicenses on all manufactured articles. The royalty is
expected to be in the range of $50-60 per unit.

Part 10:       Minimum Annual Royalty Payment:
Only to be established in the context of an exclusive license at a future date.

Part 11:       Term:

3 (three) years.

Part 12:       Consultancy Rate:

$750 per day.

Source: OneCLE Business Contracts.