<PAGE>   1
                                                                   EXHIBIT 10.40



                           LICENSE AGREEMENT BETWEEN


                         DIGITAL EQUIPMENT CORPORATION


                                      and


                        MOSAIC INFORMATION TECHNOLOGIES


                                      for


                         VIDEO CONFERENCING TECHNOLOGY





AGREEMENT #:  QR-CLDD2-22
EFFECTIVE DATE:  June 13, 1996
<PAGE>   2
                               TABLE OF CONTENTS


INTRODUCTION

ARTICLE 1:  DEFINITIONS

ARTICLE 2:  TITLE AND LICENSE GRANTS

ARTICLE 3:  CONFIDENTIALITY

ARTICLE 4:  TECHNICAL ASSISTANCE

ARTICLE 5:  LICENSE FEE PAYMENT

ARTICLE 6:  WARRANTIES AND LIMITATION OF LIABILITY

ARTICLE 7:  INDEMNITY

ARTICLE 8:  TERM AND TERMINATION

ARTICLE 9:  PUBLICITY

ARTICLE 10:  GENERAL



APPENDIX A:  DESCRIPTION OF LICENSED TECHNOLOGY

APPENDIX B:  DESCRIPTION OF MOSAIC PRODUCT(S)

APPENDIX C:  LEGAL REQUIREMENTS FOR END USER AGREEMENTS
<PAGE>   3
                               License Agreement
                                    between
                         DIGITAL EQUIPMENT CORPORATION
                                      and
                        MOSAIC INFORMATION TECHNOLOGIES


This Agreement, dated June 13, 1996 (the "Effective Date") is entered into by
and between Digital Equipment Corporation, a Massachusetts corporation with
principal offices at 111 Powdermill Road, Maynard, Massachusetts, 01754
("DIGITAL"), and Mosaic Information Technologies, with principal offices at 645
Fifth Avenue, 17th Floor, New York, NY  10022 ("MOSAIC").

WHEREAS, DIGITAL has developed a proprietary video conferencing technology, and
is prepared to grant a license to such technology;

WHEREAS, MOSAIC desires to obtain from DIGITAL a license to develop products
incorporating such technology or derivatives thereof.

NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, DIGITAL and MOSAIC agree as follows:

                            ARTICLE 1 - DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set
forth below:

1.01   DIGITAL'S INTELLECTUAL PROPERTY RIGHTS shall mean DIGITAL's rights in
       its Spinblaster board design and DECSpin software including:

       1.01.01    All rights, title interests in all Letters Patent, including
                  any re-issue, division, continuation or continuation-in-part
                  applications throughout the world now or hereafter filed;

       1.01.02    All rights, title and interests in all trade secrets, and all
                  trade secret rights arising under this common law, state law,
                  federal law and laws of foreign countries;

       1.01.03    All rights, title and interests in all mask work rights, all
                  copyrights and all other literary property and author rights,
                  whether or not copyrightable, throughout the world; and,





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<PAGE>   4
       1.01.04    All rights, title and interests in all know-how and show-how
                  whether or not protected by patent, copyright or trade
                  secret.

1.02   DECSpin SOFTWARE shall mean the computer program defined in Appendix A.

1.03   OBJECT FILES shall mean the object code version of the DECSpin SOFTWARE.

1.04   SOURCE FILES shall mean the source code version of the DECSpin SOFTWARE.

1.05   SPECIFICATION shall mean the specification of the DECSpin SOFTWARE
       defined in Appendix A.

1.06   SPINBLASTER BOARD DESIGN shall mean the DIGITAL design (DIGITAL drawing
       number AV320), all other existing drawings, specifications, circuit
       schematics, logic diagrams, parts lists and process outlines relating
       thereto and all board products, such as a PCMCIA board, derived
       therefrom.

1.07   LICENSED TECHNOLOGY shall mean the DECSpin SOFTWARE, any derivations
       thereof, SPECIFICATION, and SPINBLASTER BOARD DESIGN, taken in whole or
       in part.

1.08   SOFTWARE shall mean all software and documentation developed by MOSAIC
       that incorporates information or any code copied or derived from the
       LICENSED TECHNOLOGY.

1.09   HARDWARE shall mean all hardware products developed by MOSAIC that
       incorporate any SPINBLASTER BOARD DESIGN technology.

1.10   MOSAIC PRODUCT(S) shall mean video conferencing products developed by
       MOSAIC incorporating, in whole or in part, SOFTWARE in executable form
       only and/or HARDWARE, including but not limited to the products
       specifically identified in APPENDIX B.

1.11   END USER AGREEMENT shall mean an agreement between MOSAIC and an end
       user, which shall incorporate all of the requirements listed in Appendix
       C.  An end user is a third party authorized by MOSAIC to use MOSAIC
       PRODUCTS for its internal business, with no right to further distribute
       MOSAIC products.

1.12   MOSAIC INTELLECTUAL PROPERTY RIGHTS shall mean MOSAIC's rights in
       SOFTWARE and HARDWARE, including:





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       1.12.01    All rights, title interests in all Letters Patent, including
                  any re-issue, division continuation or continuation-in-part
                  applications throughout the world now or hereafter filed;

       1.12.02    All rights, title and interests in all trade secrets, and all
                  trade secret rights arising under this common law, state law,
                  federal law and laws of foreign countries;

       1.12.03    All rights, title and interests in all mask work rights, all
                  copyrights and all other literary property and author rights,
                  whether or not copyrightable, throughout the world; and,

       1.12.04    All rights, title and interests in all know-how and show-how
                  whether or not protected by patent, copyright or trade
                  secret.

                      ARTICLE 2 - TITLE AND LICENSE GRANTS

2.01   Subject to the license granted to MOSAIC as expressly set forth in this
       Article 2, DIGITAL owns and shall retain all rights, title and interests
       in DIGITAL's INTELLECTUAL PROPERTY RIGHTS, and the LICENSED TECHNOLOGY.

2.02   Subject to the payment of the fees set forth in Article 5, DIGITAL
       grants to MOSAIC a non-exclusive, non-transferable, license under
       DIGITAL's INTELLECTUAL PROPERTY RIGHTS, to:

       2.02.01    modify SOURCE FILES for the sole purpose of developing
                  SOFTWARE for use on or with MOSAIC PRODUCT(S);

       2.02.02    merge the modified or unmodified SOURCE FILES into other
                  software for the sole purpose of developing SOFTWARE for use
                  on or with MOSAIC PRODUCTS.

       2.02.03    use and copy the OBJECT FILES for the sole purpose of
                  developing SOFTWARE for use on or with MOSAIC PRODUCT(S);

       2.02.04    copy SOFTWARE in executable code form only, solely to
                  manufacture MOSAIC PRODUCT(S);

       2.02.05    copy into MOSAIC's end user documentation only those parts of
                  SPECIFICATION that are necessary for the end user to
                  effectively





                                      -3-
<PAGE>   6
                  use MOSAIC PRODUCTS and to distribute such user
                  documentation.

2.03   Subject to the payment of the fees set forth in Article 5, DIGITAL
       grants to MOSAIC an exclusive, non-transferable license under DIGITAL'S
       copyright, trade secret and know-how rights only to:

       2.03.01    use, adapt and modify SPINBLASTER BOARD DESIGN for the sole
                  purpose of developing HARDWARE for use with MOSAIC PRODUCTS.

       2.03.02    manufacture, directly or through contractors, HARDWARE solely
                  for use with MOSAIC PRODUCTS worldwide;

       2.03.03    sell, rent, and/or lease HARDWARE solely for use with MOSAIC
                  PRODUCTS worldwide.

       The license granted in this Article 2.03 of this License Agreement is
       subject to a reserved nonexclusive license in DIGITAL to use SPINBLASTER
       BOARD DESIGN for DIGITAL's own internal use.

2.04   Subject to the payment of the fees set forth in Article 5, DIGITAL
       grants to MOSAIC a non-exclusive, non-transferable, license under
       DIGITAL's patent rights to:

       2.4.01     use, SPINBLASTER BOARD DESIGN for the sole purpose of
                  developing HARDWARE;

       2.4.02     make, directly or through contractors, HARDWARE worldwide;

       2.4.03     sell, HARDWARE worldwide.

2.05   Subject to the payment of the fees set forth in Article 5, DIGITAL
       grants to MOSAIC a non-exclusive, non-transferable, license under
       DIGITAL's INTELLECTUAL PROPERTY RIGHTS only to:

       2.05.01    distribute MOSAIC PRODUCT(S) worldwide directly to end users;

       2.05.02    distribute MOSAIC PRODUCT(S) worldwide indirectly through
                  distributors, provided each of such distributors has entered
                  into a Distribution Agreement with MOSAIC.





                                      -4-
<PAGE>   7
2.06   MOSAIC grants DIGITAL a non-exclusive, worldwide, royalty free license,
       under all MOSAIC's INTELLECTUAL PROPERTY RIGHTS to make, have made, and
       use for DIGITAL's own internal use all improvements, modifications and
       enhancements of SOFTWARE and all products derived from the SOFTWARE.
       MOSAIC shall provide to DIGITAL, on a mutually agreed upon medium, all
       improvements, modifications and enhancements of SOFTWARE within fifteen
       (15) days after the time such improvements, modifications and
       enhancements are incorporated into MOSAIC PRODUCT(S) or are otherwise
       available for transfer to DIGITAL.

2.07   Mosaic shall notify DIGITAL of every new MOSAIC PRODUCTS at least thirty
       (30) days prior to first customer shipment, so it can be added to
       Exhibit B.

                          ARTICLE 3 - CONFIDENTIALITY

3.01   MOSAIC agrees to maintain the LICENSED TECHNOLOGY confidential and not
       to disclose the LICENSED TECHNOLOGY to any third party, except as
       provided herein, without the prior written consent of DIGITAL, nor use
       the LICENSED TECHNOLOGY for any purposes other than as authorized
       herein.

3.02   MOSAIC shall not be obligated to maintain confidential that part of the
       LICENSED TECHNOLOGY which:

       3.02.01    is or becomes known to the public, other than by breach of an
                  agreement;

       3.02.02    is communicated by DIGITAL to a third party free of any
                  obligation of confidence;

       3.02.03    is information which MOSAIC can demonstrate was developed by
                  it independently; or

       3.02.04    is information that was in MOSAIC's possession without
                  confidentiality restriction prior to disclosure by DIGITAL.

3.03   MOSAIC shall provide access to LICENSED TECHNOLOGY to its employees or
       contractors only on a need-to-know basis in order to exercise its
       license hereunder, and shall require such employees or contractors to
       comply with the confidentiality provisions of this Article.

3.04   MOSAIC shall keep clear and accurate records with respect to the type,
       serial number and location of each designated computer on which a
       complete or





                                      -5-
<PAGE>   8
       partial copy of the SOURCE FILES are installed and shall make such
       records available to DIGITAL upon request.

3.05   MOSAIC shall only make ten (10) archival copies of the LICENSED
       TECHNOLOGY without the written authorization of DIGITAL.

3.06   Except as provided herein or as permitted by the terms of Agreement
       between the parties, MOSAIC may not otherwise copy, duplicate, or
       reproduce the LICENSED TECHNOLOGY, or permit others to copy, duplicate
       or reproduce the LICENSED TECHNOLOGY.

                        ARTICLE 4 - TECHNICAL ASSISTANCE

4.01   DIGITAL will provide MOSAIC free of charge a total of ten (10) days of
       training to MOSAIC personnel on the processes for building DECSpin
       software and for manufacturing the SPINBLASTER BOARD DESIGN.  Such ten
       (10) days' training will be allocated between the DECSpin software and
       the SPINBLASTER BOARD DESIGN in accordance with MOSAIC's desire.  All
       ten (10) days' training will be conducted at DIGITAL's Marlboro facility
       and all expenses for MOSAIC personnel will be borne by MOSAIC.  MOSAIC
       must complete this training by June 30, 1996, or its rights to such
       training will be forfeited.

4.02   Upon MOSAIC's written request to DIGITAL for additional technical
       assistance, DIGITAL may, in its sole discretion, provide MOSAIC the
       requested technical assistance at DIGITAL's commercial rates then in
       effect under a separate agreement.

                        ARTICLE 5 - LICENSE FEE PAYMENT

5.01   In consideration of the rights granted to MOSAIC under this Agreement,
       MOSAIC agrees to pay DIGITAL a non-refundable license fee of which fees
       shall be paid as follows:

              (a) a non-refundable payment of six hundred twenty-five thousand
                  U.S. dollars on the Effective Date of this License Agreement
                  (U.S.$625,000.00);

              (b) every ninety (90) days thereafter, a guaranteed,
                  non-refundable, minimum payment of three hundred twenty-five
                  thousand U.S. dollars (U.S.$325,000.00) until a total of
                  eight such quarterly payments have been made;





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              (c) ninety (90) days after the eighth quarterly payment is made,
                  a single guaranteed, non-refundable, minimum payment of two
                  hundred and seventy-five thousand U.S. dollars
                  (U.S.$275,000.00);

              (d) thereafter, the license granted to MOSAIC herein shall be
                  fully paid.

5.02   All license fee payments shall be mailed by MOSAIC to:

                            U.S. Cash Applications
                            Digital Equipment Corporation
                            Digital Drive, MKO1-1/E25
                            Merrimack, NH  03054
                            ATTN.:  A/R Accounting Manager

       with copies of the payments sent to DIGITAL's contact person at the
       address identified in Article 10.04.

5.03   All payments due hereunder shall be made in the United States dollars
       and without deduction for taxes, assessments, or other charges of any
       kind including withholding taxes attributable to either party which may
       be imposed on either party by any government in any country.

5.04   MOSAIC shall pay interest to DIGITAL from the payment due date to the
       actual date of payment upon any and all amounts of payments that are
       overdue, at the rate of one percent (1%) over the prime interest rate of
       the Bank of Boston, Boston, Massachusetts in effect on the due date.

        ARTICLE 6 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

6.01   Nothing contained in this Agreement shall be construed as a warranty or
       representation by DIGITAL as to:

              (i)    the validity or scope of DIGITAL'S INTELLECTUAL PROPERTY
                     RIGHTS;

              (ii)   the quality or accuracy of the LICENSED TECHNOLOGY;

              (iii)  the usefulness of the LICENSED TECHNOLOGY;

              (iv)   a requirement that DIGITAL shall file any patent
                     application, secure any patent, or maintain any patent in
                     force;

              (v)    an obligation to bring or prosecute actions or suits
                     against third parties for infringement;





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              (vi)   a grant by implication, estoppel, or otherwise, of any of
                     DIGITAL'S INTELLECTUAL PROPERTY RIGHTS beyond those
                     covered by the LICENSED TECHNOLOGY; and,

              (vii)  a grant by implication, estoppel, or otherwise, of the
                     right to sublicense the LICENSED TECHNOLOGY and all
                     products derived from LICENSED TECHNOLOGY.

6.02   The LICENSED TECHNOLOGY is provided by DIGITAL on an "AS IS" basis and
       without warranty or representation of the quality, characteristics or
       functionality of the LICENSED TECHNOLOGY including but not limited to
       whether it is error-free or will operate in accordance with the
       performance requirements of MOSAIC or any of its licensees or
       transferees.  The Licensed Technology is the same technology as Digital
       has offered or has planned to offer commercially.  DIGITAL HEREBY
       DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES
       OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.03   DIGITAL makes no warranty or representation that any making, using,
       licensing or other disposition of MOSAIC PRODUCT(S) by MOSAIC will be
       free from infringement of any intellectual property rights owned by any
       third party, and DIGITAL shall have no obligation to defend, indemnify,
       or hold harmless MOSAIC from any suit, action or claim alleging
       infringement of any third party's property rights.  DIGITAL represents
       that it is not aware of any claim of intellectual property infringement
       against the LICENSED TECHNOLOGY.

6.04   In no event shall DIGITAL be liable to MOSAIC or its distributors or end
       users for any lost data, lost profits, incidental, consequential,
       special, or indirect damages arising from the use of the LICENSED
       TECHNOLOGY.  DIGITAL's total liability arising out of the licensing of
       the LICENSED TECHNOLOGY for breach of this Agreement or for any other
       claim shall not exceed in total the amount of payments paid by MOSAIC
       under this Agreement.  This limitation of liability shall apply
       regardless of the form of action, whether in contract or tort.  Any
       action against DIGITAL must be brought within eighteen (18) months after
       such cause of action arises, or MOSAIC first becomes aware of such cause
       of action.

6.05   MOSAIC shall not be liable to DIGITAL for any breach of the terms of any
       END USER AGREEMENT unless MOSAIC has willfully or negligently
       contributed to, or cooperated in the breach.

6.06   MOSAIC shall fully cooperate with DIGITAL in any action DIGITAL may
       bring or defend involving any third party alleged to have breached the
       terms





                                      -8-
<PAGE>   11
       of an END USER AGREEMENT or Distribution Agreement, or alleged to have
       infringed upon DIGITAL's rights in the LICENSED TECHNOLOGY.

                             ARTICLE 7 - INDEMNITY

7.01   MOSAIC will hold DIGITAL harmless against all liabilities, demands,
       damages, expenses or losses arising (i) out of use by MOSAIC or its
       distributors of LICENSED TECHNOLOGY or information furnished under this
       agreement or (ii) out of any use, license, or other disposition by
       MOSAIC or its distributors of MOSAIC PRODUCT(S).

                        ARTICLE 8 - TERM AND TERMINATION

8.01   The term of this Agreement shall commence on the Effective Date and
       continue thereafter unless sooner terminated in accordance with this
       Article.

8.02   This Agreement may be terminated by the non-defaulting party only upon
       the other party's default and by sending a Notice of Termination in
       accordance with Article 11.  Any of the following constitutes a default:

       8.02.01    A party defaults in the performance or observation of any
                  material provision or material condition on its part to be
                  performed or observed, including a failure to make any
                  payment due hereunder, and if such defaulting party fails to
                  cure the default within thirty (30) days after receipt of
                  written notice of the default from the other party;

       8.02.02    A party files a voluntary petition in bankruptcy or is
                  adjudicated a bankrupt or insolvent or files any petition or
                  answer seeking any arrangement, composition, liquidation or
                  dissolution under any present or future federal, state or
                  other statute, law or regulation relating to bankruptcy,
                  insolvency or other relief for debtors, or seeks or consents
                  or acquiesces in the appointment of any trustee, receiver, or
                  liquidator of all or any substantial part of its properties,
                  or makes any general assignment for the benefit of creditors,
                  or admits in writing its inability to pay its debts generally
                  as they become due;

       8.02.03    A court enters an order, judgment, or decree approving a
                  petition filed against either party seeking any arrangement,
                  composition, liquidation, dissolution or similar relief under
                  any present or future federal, state or other statute, law,
                  or regulation relating to bankruptcy, insolvency, or other
                  relief for debtors, and such





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                  order, judgment or decree remains unvacated or unstayed for
                  an aggregate of thirty (30) days; or,

8.03   The termination rights provided herein shall be in addition to and not
       in substitution for any right to damages or injunctive relief that may
       be available to or exercisable by the party terminating or having the
       right to terminate this Agreement, nor shall such termination rights
       relieve either party from liability or damage to the other party for
       breach of this Agreement.

8.04   Upon termination of this Agreement by DIGITAL, MOSAIC shall immediately
       cease to use LICENSED TECHNOLOGY, HARDWARE, and SOFTWARE and shall at
       DIGITAL's option, (a) either return to DIGITAL within sixty (60) days of
       termination all drawings, specifications, other documents, software,
       updates and improvements provided hereunder and all complete and partial
       copies and derivations thereof, in its possession or, (b) certify the
       destruction of all of such materials.

8.05   Upon expiration of this Agreement or upon termination by MOSAIC, MOSAIC
       may retain the documents and software required by MOSAIC to maintain and
       repair the MOSAIC PRODUCT(S) that have been marketed to third parties,
       but only for this purpose.  MOSAIC shall at DIGITAL's option return to
       DIGITAL all other documents and software not required for maintenance
       and repair within sixty (60) days after such expiration or termination,
       or certify the destruction of such material.

8.06   Termination or expiration of this Agreement shall not affect licenses to
       use MOSAIC PRODUCT(S) granted by MOSAIC under this Agreement in good
       faith and for consideration prior to receiving or giving Notice of
       Termination.

8.07   Upon expiration or termination of this Agreement, DIGITAL may request
       and MOSAIC shall promptly provide a certificate in writing that it has
       not provided the MOSAIC PRODUCT(S) to any third party except in
       accordance with this Agreement.

                             ARTICLE 9 - PUBLICITY

9.01   The existence of this Agreement is not considered to be confidential.
       However, the terms of this Agreement are considered to be the
       confidential information of the parties.  Except as expressly provided
       in this Agreement, a party shall not disclose the terms of this
       Agreement (including its Appendices), or use or refer to this Agreement
       or any provision of or rights granted under this Agreement in any
       publicity, advertising, or promotional activity, without





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       the written approval of the other party, except as may be required by
       law, or regulation, or by the order of any governmental or judicial
       authority.

                              ARTICLE 10 - GENERAL

10.01  Neither this Agreement nor any rights or benefits accruing hereunder
       shall be assigned, in whole or in part, by either party and no duty or
       obligation arising hereunder shall be delegated without the written
       consent of the other, and any such purported assignment or delegation
       shall be null and void, provided, however, that neither party shall
       unreasonably withhold its consent to such assignment or delegation by
       the other.

10.02  Nothing in this Agreement shall be construed as making either party the
       agent of the other.

10.03  The failure of either party to give notice to the other party of the
       breach or non-fulfillment of any term, clause, provision or condition of
       this Agreement shall not constitute a waiver thereof, nor shall the
       waiver of any breach or non-fulfillment of any term, clause, provision
       or condition of this Agreement constitute a waiver of any other breach
       or non-fulfillment of that or any other term, clause, provision or
       condition of this Agreement.

10.04  Notice to a party hereto shall be in writing and deemed to have been
       sufficiently given or served for all purposes hereof if personally
       delivered or mailed by first class certified or registered mail,
       returned receipt requested, postage prepaid, or commercial overnight
       delivery service, at the respective addresses set forth below, or at
       such other address as the party to whom such notice is directed may
       designate from time to time by like notice in writing to the other party
       hereto.  A notice shall be deemed to have been given on the date on
       which it was received.  Notices shall be directed to DIGITAL at:

              Director
              Corporate Licensing Office
              Digital Equipment Corporation
              111 Powdermill Road, MSO2-3/H25
              Maynard, MA 01754
              USA





                                      -11-
<PAGE>   14
       Notices shall be directed to MOSAIC at:

              President
              Mosaic Information Technologies, Inc.
              645 Fifth Avenue, 17th Floor
              New York, New York 10022

10.05  If any provision of this Agreement is held invalid by any law, rule,
       order, or by the final determination of any State or Federal court, it
       shall not affect any provisions of this Agreement which can be given
       effect without such invalid provision and to this extent the parties
       agree that the provisions of this Agreement are and shall be severable.

10.06  MOSAIC recognizes that the transfer of the HARDWARE, SOFTWARE, or MOSAIC
       PRODUCT(S) from one country to another if authorized under Article 2,
       may be subject to the approval of the government of the United States of
       America and/or other countries that MOSAIC might operate in, or various
       agencies thereof, and international control organizations in which such
       governments participate.  MOSAIC shall obtain all such approvals as are
       required by such governments or bodies before any such transfer of the
       LICENSED TECHNOLOGY is effected.

10.07  MOSAIC shall only distribute MOSAIC PRODUCT(S) and related materials
       with proper inclusion of any copyright and proprietary notices, legends,
       and markings.  Related materials and applicable initialization and
       configuration screens of the MOSAIC PRODUCT(S) software component shall
       also include such notices, legends and markings.  With respect to any
       document or software containing a copyright notice and/or a
       confidential, proprietary, restricted, or similar legend, provided by
       DIGITAL under this agreement, MOSAIC shall agree to include or shall
       have its distributors include the copyright notice and/or such legend on
       all authorized reproductions it makes of such document or software in
       the same manner and location that such notice and/or legend appears in
       the document or software provided.

10.08  This Agreement is governed by the laws of the Commonwealth of
       Massachusetts, United States of America.

10.09  This Agreement sets forth the entire agreement and understanding between
       he parties as to the subject matter hereof and merges all prior
       discussions and agreement between them, and neither of the parties shall
       be bound by any conditions, definitions, warranties, understandings or
       representations with respect to such subject matter other than as
       expressly provided herein.  This Agreement may not be modified, amended,
       or supplemented except by a





                                      -12-
<PAGE>   15
       document executed by a proper and duly authorized officer or
       representative of the party to be bound thereby.

IN WITNESS WHEREOF, the parties hereto have as of the Effective Date first
written above caused this Agreement, which includes Appendices to be signed in
duplicate by their duly authorized representatives.

 DIGITAL EQUIPMENT CORPORATION           MOSAIC INFORMATION TECHNOLOGIES


 /s/ Patricia C. Faye                    /s/ Robert Bolder
 ----------------------------------      ----------------------------------
 Signed                                  Signed

 PATRICIA C. FAYE                        ROBERT BOLDER
 ----------------------------------      ----------------------------------
 Printed                                 Printed


 VICE PRESIDENT                          PRESIDENT
 ----------------------------------      ----------------------------------
 Title                                   Title


 Date: 6/12/96                           Date: 6/13/96
      -----------------------------           -----------------------------





                                      -13-
<PAGE>   16
                APPENDIX A - DESCRIPTION OF LICENSED TECHNOLOGY


DECspin Software is the latest version of the software marketed by Digital
under the name DECspin for Windows.  DECspin (Digital Equipment Corporation's
Sound Picture Information Network) software is a desk-to-desk, live audio and
video conferencing application, providing real time communications between
personal computers equipped with multimedia and networking options.  One of the
options required is the AV320 SPINblaster video conferencing board.

The AV320 SPINblaster board is the latest version of the board marketed by
Digital under the name AV320.  The AV320 card is a multi-functional, ISA bus-
based card that provides full-duplex audio/video capture/playback with JPEG
compression/decompression.





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                  APPENDIX B - DESCRIPTION OF MOSAIC PRODUCTS


The purpose of this Appendix is to provide DIGITAL with a description of the
products in which DIGITAL's video server software technology will be used.
Please complete the following and attach additional information, if required,
to completely describe the products which will use the LICENSED TECHNOLOGY.

Information disclosed in this Appendix B should describe the products in which
the LICENSED TECHNOLOGY will be used without revealing confidential material.
DIGITAL ACCEPTS NO RESPONSIBILITY FOR SAFEGUARDING UNSOLICITED CONFIDENTIAL
MATERIAL.

B.1    Specifically identify, by product name and model number, the product
       which shall use the LICENSED TECHNOLOGY, and the hardware/software
       system that it will be part of:

Product Description: DV100-Desktop PC videoconferencing board set plus
                     accessories for the LAN

                     DV200-Desktop Multi-platform videoconferencing
                     self-contained Codec for the LAN

                     GV200-Group/rollabout system for conference room
                     connection to the LAN

                     GW200-Videoconferencing Gateway, real-time LAN to WAN
                     converter

Manufacturer:        MOSAIC

Model Number(s):     DV100
                     DV200
                     GV200
                     GW200





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<PAGE>   18
            APPENDIX C - LEGAL REQUIREMENTS FOR END USER AGREEMENTS


END USER AGREEMENTS shall, among other things, provide the following:

1.     Include a clearly visible END USER AGREEMENT with each of the MOSAIC
       PRODUCT(S).  End user(s) shall acquire the right to use the MOSAIC
       PRODUCT(S) only if the END USER AGREEMENT with each of the MOSAIC
       PRODUCT(S) shall be visible to, and readable by, each end user prior to
       the end user's use of the MOSAIC PRODUCT(S).

2.     Specify that DIGITAL has intellectual property rights in portions of the
       HARDWARE, SOFTWARE and MOSAIC PRODUCT(S).

3.     Restrict the use of the HARDWARE and SOFTWARE solely to MOSAIC
       PRODUCT(S).

4.     Prohibit use of the HARDWARE or SOFTWARE for any purpose outside the
       scope of MOSAIC PRODUCT(S).

5.     Prohibit the reverse engineering, reverse compilation, disassembly or
       decomposition of the SOFTWARE.

6.     Specify that title of the SOFTWARE does not pass to the end user.

7.     Disclaim DIGITAL's liability for any damages, whether direct, indirect,
       incidental or consequential arising from the use of the MOSAIC
       PRODUCT(S).

8.     Require the end user, at the termination or expiration of the END USER
       AGREEMENT, to discontinue use and destroy or return to MOSAIC all
       associated LICENSED TECHNOLOGY and all archival or other copies of the
       SOFTWARE.





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