EXHIBIT 10.24

               Confidential Materials omitted and filed separately with the
                  Securities and Exchange Commission.  Asterisks denote
                                     omissions.

                                     AMENDMENT I
         
          This  Amendment   and  attachments   hereto  (the   "Amendment"),
          effective as  of September  30, 1998,  is entered  into upon  the
          latest date  following  the  signatures  hereto  by  and  between
          Spyglass, Inc., ("Spyglass") and Motorola, Inc. ("Licensee")  and
          is attached to and incorporated in its entirety into that certain
          Source License and Distribution Agreement by and between Spyglass
          and Licensee dated June 25, 1998 (the "Agreement").

          Notwithstanding  anything  to  the  contrary  contained  in   the
          Agreement, and in consideration of the mutual promises, covenants
          and conditions contained in  the Agreement and contained  herein,
          the parties hereby  covenant and agree  to the  foregoing and  as
          follows:

          1. Capitalized terms herein will have the meanings identified  in
          the Agreement unless  otherwise defined in  this Amendment.   For
          purposes of this Amendment, the existing definition of  "Licensed
          Software" in Section  1.5 shall be  deleted and  replaced in  its
          entirety with the following new definition:

               "1.5 "Licensed Software" means  the standard  non-customized
          code base of the software described in Exhibit A attached to  the
          Agreement and  Exhibit A-1  attached hereto,  and any  derivative
          works thereof."

          2.   Section 2.2 Distribution License shall be amended to add the
          following new subsections (c), (d), and (e) respectively:

               "2.2(c). Subject  to  the  terms  and  conditions  contained
          herein, Spyglass grants the Licensee, and the Licensee accepts, a
          non-exclusive, non-transferable, perpetual, irrevocable  (subject
          to  Section  7.2)  right  and  license,  under  all  Intellectual
          Property rights  of  Spyglass,  in  the  Territory  to  copy  and
          distribute copies  of the  Source Code  Form of  the ***  of  the
          Device Mosaic segment of the Licensed Software only, and only  as
          incorporated into  or  bundled  with the  Licensee  Products  and
          subject to the  requirements set forth  in Section 2.4 below,  to
          Resellers and Sublicensees solely to allow Licensee to grant such
          Resellers and Sublicensees the right to modify *** and distribute
          such modifications in Object Code Form  only and only as  bundled
          or  incorporated  with  the  Licensee  Products  to  End   Users.
          Licensee is granted no right  to further distribute the  Licensed
          Software, or a portion thereof, in  Source Code Form.   Licensee,
          its Resellers and Sublicensees are granted no right hereunder  to
          distribute the  Licensed Software,  or a  portion thereof,  on  a
          standalone basis.
<PAGE>
          Confidential Materials omitted and filed separately with the
          Securities and Exchange Commission.  Asterisks denote omissions.

               2.2(d). Subject  to Licensee  and an  Escrow Agent  entering
          into the Escrow Agreement (attached hereto  and made part of  the
          Agreement  as  Exhibit  F)  or  a  substantially  similar  Escrow
          Agreement, Licensee shall  have the right  to place the  Licensed
          Software in Source  Code Form (and  the relating  documentation),
          excluding any third party software, in  an escrow account.   Such
          escrow account shall be  maintained and controlled at  Licensee's
          sole expense and direction, and Spyglass shall have no obligation
          to make deposits into the escrow account, including the  deposits
          of any Updates,  Upgrades, modifications or  enhancements to  the
          Licensed  Software.  Licensee  shall,  in  accordance  with   the
          requirements of the Licensee Report set  forth in Section 5.4  of
          the Agreement, report to  Spyglass each Reseller and  Sublicensee
          named as a  beneficiary in  such escrow  agreement. The  Licensed
          Software  may  be  released  from  escrow  for  the  benefit   of
          Licensee's Resellers and/or  Sublicensees only in  the event  of:
          (1) a  receiver,  trustee in  bankruptcy  or similar  officer  is
          appointed to  take charge  of all  of Licensee's  property;   (2)
          Licensee files a voluntary petition under federal bankruptcy laws
          or similar  state  statues  or such  petition  is  filed  against
          Licensee and is not  dismissed within sixty (60)  days; or (3)  a
          change of control of
          Licensee's *** (or its  successor organization within  Licensee's
          business organization)  occurs when  a competitor  of a  reported
          beneficiary  (either  a  Reseller  or  Sublicensee)  acquires   a
          controlling interest in such Licensee's  Group  and  such
          reported  beneficiary's/(ies')
          support or  interests are adversely  affected due to such  change
          in control as demonstrated by specific facts; provided that:  (i)
          the Licensed Software in Source Code Form is released from escrow
          for  the  sole  purpose   of  allowing  those  Resellers   and/or
          Sublicensees who have been reported to Spyglass as  beneficiaries
          the ability  to support  the Licensee  Products for  their  then-
          current customers/End Users, (ii) the Licensed Software in Source
          Code Form is only released from escrow when the Licensee Products
          in Source  Code  Form  are  also  released,  and  (iii)  Licensee
          notifies Spyglass as soon as Licensee  becomes aware of an  event
          that could result in  the release of  the Licensed Software  from
          escrow.

               2.2(e).  Spyglass agrees to  permit Licensee to provide  any
          Reseller or Sublicensee with any of the development documentation
          of Spyglass  as  identified  in Exhibit  G  for  the  purpose  of
          permitting such Reseller  or Sublicensee to  use the  development
          documentation to  develop  Reseller  or  Sublicensee  application
          products for use with the  Licensee Products, provided a  written
          confidentiality agreement is executed  between Licensee and  each
          Reseller or Sublicensee to keep the confidential portions of  the
          development documentation of Spyglass  confidential for a  period
          of at least three (3) years in accordance with terms otherwise at
          least as  protective as  those of  Section  8 of  the  Agreement.
          Spyglass agrees to  reasonably consider  adding further  Spyglass
          documentation to  Exhibit G  as appropriate  to assist  with  the
          creation of such Reseller or Sublicensee application products."

          3.   Section 5.3  Additional License  Fees shall  be deleted  and
          replaced in  its  entirety with  the  following new  Section  5.3
          Additional License Fees:
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

               "5.3 Additional License Fees:  Upon Licensee exhausting  the
          number of copies of the Licensed Software acquired in the Initial
          Purchase Commitments in  Exhibits B and  B-1, Licensee shall  pay
          Spyglass on  a  calendar  quarterly basis,  concurrent  with  the
          Licensee Report set forth in Section 5.4, the following:

                    (i) a  Per Copy  Fee equivalent  to  the Per  Copy  Fee
               which, in Exhibit B,  corresponds to the accumulated  number
               of copies  of the  Licensed Software,  and derivative  works
               thereof,  distributed   by  Licensee,   its  Resellers   and
               Sublicensees, and
                    (ii) a  Per Copy  Fee equivalent  to the  Per Copy  Fee
               which, in Exhibit B-1, corresponds to the accumulated number
               of copies  of the  Licensed Software,  and derivative  works
               thereof,  distributed   by  Licensee,   its  Resellers   and
               Sublicensees.

               The above calculations are based upon a one-to-one ratio  of
          distribution of Licensed Software identified in Exhibit A to  the
          distribution of the Licensed Software identified in Exhibit A-1.

          4. Section  5.4  Licensee Report  shall  be amended  to  add  the
          following new subsection (iv):

               "(iv) and  the  names and  addresses  of each  Reseller  and
          Sublicensee who has been named as a beneficiary by Licensee in an
          escrow  agreement  providing  such  Reseller  and/or  Sublicensee
          access to the Licensed Software in Source Code Form."

          5.  The  last sentence  of Exhibit B,  Section A  (2), is  hereby
          deleted in its entirety.

          6.  Exhibits A and B shall be amended to add, as attachments, the
          Exhibits A-1 and B-1, respectively, attached hereto.

          7.  The  Additional Deliverable A  identified in the  attachment,
          Exhibit  A-1,   shall   be  considered   Spyglass'   Confidential
          Information whether  or not  it is  marked as  "confidential"  in
          writing.

          8.  The  Additional Deliverable A  identified in the  attachment,
          Exhibit A-1, shall  be included  under the  Exhibit C,  Technical
          Support Services, at *** Technical Support Services Fees for  the
          period commencing  on the  Amendment  Date through  December  15,
          1998, at  which  time, Licensee  may  elect for  the  parties  to
          negotiate in good  faith an  amendment to  the Technical  Support
          Services covering the  fee for such  services for the  Additional
          Deliverable A or Spyglass shall cease providing such support.

          9.   Exhibit  C,  Technical Support  Services,  Section  1.1,  in
          subsection  (iv),  the  word  "Hellcat"  is  hereby  deleted  and
          replaced with  the  word "Blackbird"  (or  subsequent  commercial
          brand name therefor).
<PAGE>
          10.    Exhibit  C,  Technical  Support  Services,  Section   2.1,
          subsection (d), the word "Hellcat" is hereby deleted and replaced
          with the word  "Blackbird" (or subsequent  commercial brand  name
          therefor).

          11.  Exhibit D, Licensee Product, is hereby amended to delete and
          replace in its entirety the existing Licensee Product description
          with the following new Licensee Product description:

          "Licensee Product:    Any  Motorola, Inc.  ***.    Products  that
          represent substantial  deviations from  this common  architecture
          and  its  future  generation  enhancements  shall  be  considered
          additional Licensee Products."

          12.  Unless otherwise modified or amended herein, all other terms
          and conditions of the Agreement  and the Exhibits thereto,  shall
          apply to the Additional Deliverable  A as "Licensed Software"  in
          the same manner they apply to the Licensed Software identified in
          the Agreement; and the parties' rights and obligations thereunder
          remain in full force and effect.

          13.  This  Amendment shall  become a  part of  the Agreement  and
          shall be read together with the  Agreement as a single  document.
          To the extent that there are any conflicts between the terms  and
          conditions of the Agreement and the terms and conditions of  this
          Amendment, the  terms  and  conditions of  this  Amendment  shall
          control.

          IN WITNESS WHEREOF, the parties have caused this Amendment to  be
          executed by  the duly  authorized representatives.  By  executing
          below, the parties agree to amend the Agreement as noted herein.

          SPYGLASS, INC.                MOTOROLA, INC.

          By:  /s/Gary Vilchick                   By:  /s/ Ray Burgess


          Name:  Gary Vilchick                    Name:     Ray Burgess


          Title:    Executive V.P. CFO            Title:    VP & Gen Mgr,
                                                            IES

          Date:     9/30/98                       Date:     9/30/98

<PAGE>
                                     EXHIBIT A-1
                              (Attachment to Exhibit A)

                                    DELIVERABLES

          This Exhibit A-1 is incorporated in  its entirety as part of  the
          Agreement.


          Additional Deliverable:

          A.   Spyglass Device Mail Version 1.0 in Source Code Form for the
          VxWorks operating environment


          Delivery Dates:

               On or before September 30, 1998.


          Licensed Spyglass Trademarks:

               Spyglass Trademarks:
                    Spyglass[Registered Trademark] Device Mail


          The Additional Deliverable A is hereby added to the Agreement and
          included in the definition of "Licensed Software".
<PAGE>
               Confidential Materials omitted and filed separately with the
                  Securities and Exchange Commission.  Asterisks denote
                                     omissions.

                                     EXHIBIT B-1
                                LICENSE FEE SCHEDULE
                                  (for Device Mail)

          This Exhibit B-1 is incorporated in its entirety as part of the
          Agreement.

          A)   Spyglass Device Mail

               (1) Technology Access Fee - Device Mail:     ***


               (2) Initial Purchase Commitment - Device Mail:  ***,
                 includes *** Copies as follows:

                              # of Copies
                              ***/Per Copy =                ***

                                   Initial Purchase Commitment:  ***
                                        Due ***

               (3) Per Copy Fee for Additional License Fees for Device Mail

          # of Copies    Per Copy Fee   Payment
          ***            ***
               (4)  Technology Access Fees, Initial Purchase Commitment and
          Per Copy Fees are due on  a Per Licensee Product basis.  Products
          that   represent   substantial   deviations   from   the   common
          architecture of  the Licensee  Product  identified in  Exhibit  D
          shall be considered additional Licensee Products and are  subject
          to the then-current Spyglass pricing for each additional Licensee
          Product added to Exhibit D.

<PAGE>
                                Exhibit F
                       Preferred Escrow Agreement Introduction

          DSI's  Preferred  arrangement   offers  the   flexibility  of   a
          modifiable contract combined with premium protection for both the
          depositor and  the  beneficiary.   This  advanced escrow  can  be
          precisely tailored to accommodate various circumstances.


          In  addition  to  our   Technology  Protection  services, DSI's
          Preferred customers benefit from these unique features:


          _    Technical Verification options

          _    Tailored release conditions

          _    Written notification detailing the  contents of the  deposit
          and each update

          _    Semi-annual account histories listing all deposit activity


          For additional  benefits,  you  can  choose  DSI's  Comprehensive
          Preferred addendum and receive these additional features:

          _    Recurring Level I Technical Verification

          _    Continual DeposiTrack Service

          _    Unlimited updates/replacements   and one additional  storage
          unit

                                            
          Because we recognize  that various  situations require  different
          levels of service and protection, DSI offers our customers a wide
          array of  options.    Our specialized  agreements  include  SAFE,
          FlexSAFE,  Preferred   and  Comprehensive   Preferred.     Master
          agreements are also  available to simplify  and standardize  your
          escrow arrangements.

          Please consult your DSI representative to select an agreement and
          develop an escrow program that meets your individual needs.



          PREFERRED ESCROW AGREEMENT

          Account Number ______________________


          This Agreement  is  effective __________________,  19_____  among
          Data      Securities      International,      Inc.       ("DSI"),
          ______________________________________     ("Depositor")      and
          ______________________________________ ("Preferred Beneficiary"),
          who collectively may  be referred to  in this  Agreement as  "the
          parties."
<PAGE>
          A.   Depositor and  Preferred Beneficiary  have entered  or  will
          enter into  a license  agreement, development  agreement,  and/or
          other  agreement  regarding  certain  proprietary  technology  of
          Depositor  (referred  to  in  this  Agreement  as  "the   license
          agreement").

          B.   Depositor desires  to avoid  disclosure of  its  proprietary
          technology except under certain limited circumstances.

          C.   The availability of the proprietary technology of  Depositor
          is critical  to  Preferred  Beneficiary in  the  conduct  of  its
          business and, therefore,  Preferred Beneficiary  needs access  to
          the proprietary technology under certain limited circumstances.

          D.   Depositor and Preferred Beneficiary  desire to establish  an
          escrow with DSI to provide for the retention, administration  and
          controlled access  of  the proprietary  technology  materials  of
          Depositor.

          E.   The parties desire this Agreement to be supplementary to the
          license agreement pursuant to 11 United States [Bankruptcy] Code,
          Section 365(n).

          ARTICLE 1  --  DEPOSITS

          1.1  Obligation to  Make  Deposit.   Upon  the  signing  of  this
          Agreement by  the parties,  Depositor shall  deliver to  DSI  the
          proprietary information and other materials ("deposit materials")
          required to  be deposited  by the  license agreement  or, if  the
          license agreement does not identify the materials to be deposited
          with DSI, then such materials will be identified on an Exhibit A.
          If Exhibit A is  applicable, it is to  be prepared and signed  by
          Depositor  and  Preferred  Beneficiary.     DSI  shall  have   no
          obligation with respect to  the preparation, signing or  delivery
          of Exhibit A.

          1.2  Identification of Tangible Media.  Prior to the delivery  of
          the deposit materials to DSI, Depositor shall conspicuously label
          for identification each document,  magnetic tape, disk, or  other
          tangible media upon  which the deposit  materials are written  or
          stored. Additionally, Depositor shall complete Exhibit B to  this
          Agreement by listing each such tangible  media by the item  label
          description, the type of media and  the quantity.  The Exhibit  B
          must be signed by Depositor and delivered to DSI with the deposit
          materials.  Unless and until Depositor makes the initial  deposit
          with DSI,  DSI shall  have no  obligation  with respect  to  this
          Agreement, except the obligation to notify the parties  regarding
          the status  of the  deposit account  as required  in Section  2.2
          below.

          1.3  Deposit Inspection.  When DSI receives the deposit materials
          and the  Exhibit B,  DSI will  conduct  a deposit  inspection  by
          visually matching the labeling  of the tangible media  containing
          the deposit  materials  to  the item  descriptions  and  quantity
          listed on the Exhibit B.  In addition to the deposit  inspection,
          Preferred Beneficiary may  elect to cause  a verification of  the
          deposit materials in accordance with Section 1.6 below.
<PAGE>
          1.4  Acceptance of  Deposit.     At  completion  of  the  deposit
          inspection, if DSI determines that  the labeling of the  tangible
          media matches the  item descriptions and  quantity on Exhibit  B,
          DSI will date and sign the Exhibit  B and mail a copy thereof  to
          Depositor and Preferred Beneficiary.  If DSI determines that  the
          labeling does not match the item descriptions or quantity on  the
          Exhibit B, DSI will (a) note the discrepancies in writing on  the
          Exhibit B; (b) date  and sign the Exhibit  B with the  exceptions
          noted; and (c) provide a copy  of the Exhibit B to Depositor  and
          Preferred Beneficiary.   DSI's acceptance of  the deposit  occurs
          upon the signing of the Exhibit B by DSI.  Delivery of the signed
          Exhibit B  to Preferred  Beneficiary is  Preferred  Beneficiary's
          notice that the deposit materials have been received and accepted
          by DSI.

          1.5  Depositor's  Representations.     Depositor  represents   as
          follows:

               a.   Depositor  lawfully  possesses   all  of  the   deposit
          materials deposited with DSI;

               b.   With respect to all of the deposit materials, Depositor
          has the  right  and  authority  to  grant  to  DSI  and Preferred
          Beneficiary the  rights as  provided in  this Agreement;

               c.   The deposit materials  are not subject  to any lien  or
          other encumbrance;

               d.   The  deposit  materials  consist  of  the   proprietary
          information and other materials identified either in  the  license
          agreement or Exhibit A, as the case may be; and

               e.   The deposit materials are readable and useable in their
                    current  form  or,   if  the   deposit  materials   are
                    encrypted, the  decryption  tools and  decryption  keys
                    have also been deposited.

          1.6  Verification.  Preferred Beneficiary  shall have the  right,
          at Preferred Beneficiary's  expense, to cause  a verification  of
          any deposit materials.   A verification determines, in  different
          levels of  detail, the  accuracy, completeness,  sufficiency  and
          quality of the deposit materials.   If a verification is  elected
          after the deposit materials have been delivered to DSI, then only
          DSI, or  at  DSI's  election an  independent  person  or  company
          selected and supervised by DSI, may perform the verification.

          1.7  Deposit Updates.  Unless  otherwise provided by the  license
          agreement, Depositor shall update the deposit materials within 60
          days of each  release of a  new version of  the product which  is
          subject to the license agreement.  Such updates will be added  to
          the existing deposit.  All deposit  updates shall be listed on  a
          new Exhibit B and the new Exhibit B shall be signed by Depositor.
          Each Exhibit B will be held and maintained separately within  the
          escrow account.  An independent record will be created which will
          document the activity for each Exhibit B.  The processing of  all
          deposit updates shall be in accordance with Sections 1.2  through
          1.6 above.   All  references in  this  Agreement to  the  deposit
          materials shall  include the  initial deposit  materials and  any
          updates.
<PAGE>
          1.8  Removal of Deposit Materials.  The deposit materials may  be
          removed and/or exchanged only  on written instructions signed  by
          Depositor and Preferred Beneficiary, or as otherwise provided  in
          this Agreement.


          ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING

          2.1  Confidentiality.  DSI shall  maintain the deposit  materials
          in a  secure,  environmentally  safe, locked  facility  which  is
          accessible only to authorized representatives of DSI.  DSI  shall
          have the obligation to reasonably protect the confidentiality  of
          the deposit materials.  Except as provided in this Agreement, DSI
          shall not disclose, transfer, make available, or use the  deposit
          materials.  DSI shall not disclose the content of this  Agreement
          to any third party.  If DSI receives a subpoena or other order of
          a court or other judicial  tribunal pertaining to the  disclosure
          or release of the deposit materials, DSI will immediately  notify
          the parties to this Agreement.  It shall be the responsibility of
          Depositor and/or  Preferred  Beneficiary to  challenge  any  such
          order; provided, however, that DSI does  not waive its rights  to
          present its position with  respect to any such  order.  DSI  will
          not be required to disobey any  court or other judicial  tribunal
          order.  (See Section 7.5 below for notices of requested orders.)

          2.2  Status Reports.  DSI will  issue to Depositor and  Preferred
          Beneficiary a report profiling the account history at least semi-
          annually.    DSI  may  provide  copies  of  the  account  history
          pertaining to this  Agreement upon the  request of  any party  to
          this Agreement.

          2.3  Audit Rights.  During the term of this Agreement,  Depositor
          and Preferred Beneficiary  shall each have  the right to  inspect
          the written records  of DSI pertaining  to this  Agreement.   Any
          inspection  shall  be  held  during  normal  business  hours  and
          following reasonable prior notice.


          ARTICLE 3  --  GRANT OF RIGHTS TO DSI

          3.1  Title to Media.  Depositor hereby transfers to DSI the title
          to the media upon which the proprietary information and materials
          are written or stored.  However,  this transfer does not  include
          the  ownership  of  the  proprietary  information  and  materials
          contained on  the  media such  as  any copyright,  trade  secret,
          patent or other intellectual property rights.

          3.2  Right to Make  Copies.   DSI shall  have the  right to  make
          copies of  the  deposit  materials  as  reasonably  necessary  to
          perform  this  Agreement.     DSI  shall   copy  all   copyright,
          nondisclosure, and other proprietary notices and titles contained
          on the deposit materials onto any  copies made by DSI.  With  all
          deposit materials submitted to  DSI, Depositor shall provide  any
          and all instructions as may be necessary to duplicate the deposit
          materials including  but  not  limited  to  the  hardware  and/or
          software needed.
<PAGE>
          3.3  Right to Transfer Upon  Release. Depositor hereby grants  to
          DSI the  right to  transfer the  deposit materials  to  Preferred
          Beneficiary upon any release of the deposit materials for use  by
          Preferred Beneficiary  in accordance  with Section  4.5.   Except
          upon such a release or as  otherwise provided in this  Agreement,
          DSI shall not transfer the deposit materials.

          ARTICLE 4  -- RELEASE OF DEPOSIT

          4.1  Release Conditions.   As  used in  this Agreement,  "Release
          Conditions" shall mean the following:

               a.   A change  of  control of  Depositor's  Entertainment  &
          Imaging Group (or its  successor organization within  Depositor's
          business organization).    A  change of  control  occurs  when  a
          competitor of  a  Preferred  Beneficiary (either  a  Reseller  or
          Sublicensee  who  has  been  reported  to  Spyglass)  acquires  a
          controlling interest in such Depositor's Group and such  reported
          beneficiary's/(ies') support or interests are adversely  affected
          due to such change in control as demonstrated by specific  facts;
          or

               b.   Depositor's failure to continue  to do business in  the
          ordinary course.

          4.2  Filing For Release.   If Preferred  Beneficiary believes  in
          good faith  that  a  Release Condition  has  occurred,  Preferred
          Beneficiary may provide to DSI  written notice of the  occurrence
          of the Release  Condition and a  request for the  release of  the
          deposit materials.    Upon  receipt of  such  notice,  DSI  shall
          provide a copy  of the notice  to Depositor,  by certified  mail,
          return receipt requested, or by commercial express mail.

          4.3  Contrary Instructions.  From the  date DSI mails the  notice
          requesting release of the deposit materials, Depositor shall have
          ten business  days  to  deliver  to  DSI  Contrary  Instructions.
          "Contrary Instructions" shall mean the written representation  by
          Depositor that a Release Condition has  not occurred or has  been
          cured.  Upon receipt of Contrary  Instructions, DSI shall send  a
          copy to Preferred Beneficiary  by certified mail, return  receipt
          requested, or  by commercial  express  mail.   Additionally,  DSI
          shall notify both Depositor and Preferred Beneficiary that  there
          is a dispute to  be resolved pursuant  to the Dispute  Resolution
          section (Section 7.3) of this Agreement.  Subject to Section 5.2,
          DSI will continue to store the deposit materials without  release
          pending (a)  joint  instructions  from  Depositor  and  Preferred
          Beneficiary; (b) resolution  pursuant to  the Dispute  Resolution
          provisions; or (c) order of a court.

          4.4  Release of  Deposit.    If DSI  does  not  receive  Contrary
          Instructions from the Depositor, DSI is authorized to release the
          deposit materials to the Preferred  Beneficiary or, if more  than
          one beneficiary is registered to the  deposit, to release a  copy
          of the deposit materials to the Preferred Beneficiary.   However,
          DSI is entitled  to receive any  fees due DSI  before making  the
          release.  This Agreement will terminate  upon the release of  the
          deposit materials held by DSI.
<PAGE>
          4.5  Right to Use Following  Release.  Unless otherwise  provided
          in the license agreement, upon  release of the deposit  materials
          in accordance with  this Article 4,  Preferred Beneficiary  shall
          have the right to use the deposit materials for the sole  purpose
          of continuing the benefits  afforded to Preferred Beneficiary  by
          the license agreement.  Preferred Beneficiary shall be  obligated
          to  maintain  the   confidentiality  of   the  released   deposit
          materials.


          ARTICLE 5  --  TERM AND TERMINATION

          5.1  Term of Agreement.   The initial term  of this Agreement  is
          for a  period of  one year.    Thereafter, this  Agreement  shall
          automatically renew from year-to-year unless  (a) Depositor   and
          Preferred Beneficiary jointly  instruct DSI in  writing that  the
          Agreement is terminated;  or (b) the  Agreement is terminated  by
          DSI for  nonpayment  in accordance  with  Section 5.2.    If  the
          deposit materials are  subject to another  escrow agreement  with
          DSI, DSI reserves the right, after the initial one year term,  to
          adjust the anniversary date of this  Agreement to match the  then
          prevailing anniversary date of such other escrow arrangements.

          5.2  Termination for Nonpayment.  In the event of the  nonpayment
          of fees  owed  to  DSI,  DSI  shall  provide  written  notice  of
          delinquency to all parties to this Agreement.  Any party to  this
          Agreement shall have the right to make the payment to DSI to cure
          the default.  If the past due payment is not received in full  by
          DSI within one month of the  date of such notice, then DSI  shall
          have the right to terminate this Agreement at any time thereafter
          by sending written  notice of termination  to all  parties.   DSI
          shall have no obligation to take any action under this  Agreement
          so long as any payment due to DSI remains unpaid.

          5.3  Disposition of  Deposit Materials  Upon Termination.    Upon
          termination of this Agreement  by joint instruction of  Depositor
          and  Preferred  Beneficiary,  DSI   shall  destroy,  return,   or
          otherwise  deliver  the  deposit  materials  in  accordance  with
          Depositor's instructions.  Upon  termination for nonpayment,  DSI
          may, at its  sole discretion,  destroy the  deposit materials  or
          return them to Depositor.  DSI shall have no obligation to return
          or destroy the  deposit materials  if the  deposit materials  are
          subject to another escrow agreement with DSI.

          5.4  Survival of Terms Following  Termination.  Upon  termination
          of this  Agreement, the  following provisions  of this  Agreement
          shall survive:

               a.   Depositor's Representations (Section 1.5);

               b.   The obligations of confidentiality with respect to  the
          deposit materials;

               c.   The rights granted  in the sections  entitled Right  to
                    Transfer Upon Release  (Section 3.3) and  Right to  Use
                    Following Release (Section  4.5), if a  release of  the
                    deposit materials has occurred prior to termination;

               d.   The obligation to pay DSI any fees and expenses due;
<PAGE>
               e.   The provisions of Article 7; and

               f.   Any provisions  in  this Agreement  which  specifically
                    state they  survive the  termination or  expiration  of
                    this Agreement.

          ARTICLE 6  --  DSI'S FEES

          6.1  Fee Schedule.  DSI is entitled to be paid its corporate fees
          which have been previously negotiated with Depositor.

          6.2  Payment Terms.   DSI shall not  be required  to perform  any
          service unless  the payment for such service and any  outstanding
          balances owed to DSI are paid in full.   All other fees are   due
          upon receipt of invoice.  If invoiced fees are not paid, DSI  may
          terminate this Agreement  in accordance with  Section 5.2.   Late
          fees on past due amounts shall accrue at the rate of one and one-
          half percent  per month  (18% per  annum) from  the date  of  the
          invoice.

          ARTICLE 7  --  LIABILITY AND DISPUTES

          7.1  Right to Rely on Instructions.  DSI may act in reliance upon
          any instruction, instrument, or signature reasonably believed  by
          DSI to be genuine.  DSI may  assume that any employee of a  party
          to this  Agreement  who gives  any  written notice,  request,  or
          instruction has  the  authority to  do  so.   DSI  shall  not  be
          responsible for failure to act as  a result of causes beyond  the
          reasonable control of DSI.

          7.2  Indemnification.  DSI  shall be responsible  to perform  its
          obligations under this Agreement and to  act in a reasonable  and
          prudent manner with regard to this escrow arrangement.   Provided
          DSI has acted  in the manner  stated in  the preceding  sentence,
          Depositor and  Preferred  Beneficiary each  agree  to  indemnify,
          defend and hold harmless  DSI from any  and all claims,  actions,
          damages, arbitration fees  and expenses,  costs, attorney's  fees
          and other liabilities incurred by DSI relating in any way to this
          escrow arrangement.

          7.3  Dispute Resolution.  Any dispute relating to or arising from
          this  Agreement  shall  be  resolved  by  arbitration  under  the
          Commercial Rules of the American Arbitration Association.  Unless
          otherwise  agreed   by  Depositor   and  Preferred   Beneficiary,
          arbitration will take place in San Diego, California, U.S.A.  Any
          court having jurisdiction over the  matter may enter judgment  on
          the award of the arbitrator(s).  Service of a petition to confirm
          the arbitration  award may  be made  by First  Class mail  or  by
          commercial express mail,  to the attorney  for the  party or,  if
          unrepresented, to the party at the last known business address.

          7.4  Controlling Law.    This Agreement  is  to be  governed  and
          construed in accordance with the laws of the State of California,
          without regard to its conflict of law provisions.

          7.5  Notice of Requested Order.  If  any party intends to  obtain
          an  order  from  the  arbitrator   or  any  court  of   competent
          jurisdiction which may direct DSI to take, or refrain from taking
          any action, that party shall:
<PAGE>
               a.   Give DSI at  least two business  days' prior notice  of
          the hearing;

               b.   Include in any  such order that,  as a precondition  to
          DSI's obligation, DSI be paid in full  for any  past due  fees and
          be paid  for  the reasonable value of the services to be rendered
          pursuant to such order; and

               c.   Ensure that DSI not be required to deliver the original
          (as opposed to a copy) of the deposit materials if  DSI
          may need to  retain the original  in its possession  to
          fulfill any of its other duties.

          ARTICLE 8  --  GENERAL PROVISIONS

          8.1  Entire  Agreement.    This  Agreement,  which  includes  the
          Exhibits described  herein,  embodies  the  entire  understanding
          among  the  parties  with  respect  to  its  subject  matter  and
          supersedes  all  previous   communications,  representations   or
          understandings,  either  oral  or  written.    No  amendment   or
          modification of this Agreement shall  be valid or binding  unless
          signed by all the parties hereto, except that Exhibit A need  not
          be signed  by DSI,  Exhibit B  need not  be signed  by  Preferred
          Beneficiary and Exhibit C need not be signed.

          8.2  Notices.   All  notices, invoices,  payments,  deposits  and
          other documents and communications shall be given to the  parties
          at the addresses specified in the  attached Exhibit C.  It  shall
          be the  responsibility of  the parties  to notify  each other  as
          provided in this Section in the event of a change of address. The
          parties shall have the right to rely on the last known address of
          the other parties.  Unless otherwise provided in this  Agreement,
          all documents and communications may be delivered by First  Class
          mail.

          8.3  Severability.  In the event any provision of this  Agreement
          is found to  be invalid, voidable  or unenforceable, the  parties
          agree that unless  it materially  affects the  entire intent  and
          purpose  of  this  Agreement,  such  invalidity,  voidability  or
          unenforceability  shall  affect  neither  the  validity  of  this
          Agreement nor the remaining provisions herein, and the  provision
          in question  shall be  deemed to  be replaced  with a  valid  and
          enforceable provision  most  closely reflecting  the  intent  and
          purpose of the original provision.

          8.4  Successors.  This Agreement shall be binding upon and  shall
          inure to  the  benefit  of the  successors  and  assigns  of  the
          parties.  However,  DSI shall  have no  obligation in  performing
          this Agreement to recognize any successor or assign of  Depositor
          or Preferred Beneficiary unless DSI receives clear, authoritative
          and conclusive written evidence of the change of parties.
<PAGE>
          _______________________________  _______________________________
         
          Depositor                        Preferred Beneficiary
          By:                              By:
          _______________________________  _______________________________
          Name:__________________________  Name:__________________________
         
          Title:_________________________  Title:_________________________

          Date:__________________________  Date:__________________________
         
                        Data Securities International, Inc.

                         By:________________________________

                         Name:______________________________

                         Title:_____________________________

                         Date:______________________________
<PAGE>
                                                                  EXHIBIT A

                              MATERIALS TO BE DEPOSITED

                        Account Number ______________________


          Depositor  represents  to  Preferred  Beneficiary  that   deposit
          materials delivered to DSI shall consist of the following:






          _______________________________  _______________________________
          _____                            _____
          Depositor                        Preferred Beneficiary

          By:                              By:
          _______________________________  _______________________________
          Name:__________________________  Name:__________________________
          _____                            _____
          Title:_________________________  Title:_________________________
          _______                          _______
          Date:__________________________  Date:__________________________
<PAGE>         
                                                                  EXHIBIT B

                             DESCRIPTION OF DEPOSIT MATERIALS

          Depositor Company Name __________________________________________
          Account Number __________________________________________________

          PRODUCT DESCRIPTION:
          Product Name_______________________Version_______________________
          Operating System_________________________________________________
          _________________________________________________________________
          Hardware Platform________________________________________________
          _________________________________________________________________

          DEPOSIT COPYING INFORMATION:
          Hardware required:_______________________________________________
          _________________________________________________________________
          Software required:_______________________________________________
          _________________________________________________________________

          DEPOSIT MATERIAL DESCRIPTION:

          Qty       Media Type & Size      Label Description of Each
                                           Separate Item
                                           (excluding documentation)





          _____     Disk 3.5" or ____

          _____     DAT tape ____mm

          _____     CD-ROM

          _____     Data cartridge tape ____

          _____     TK 70 or ____ tape

          _____     Magnetic tape ____

          _____     Documentation

          _____     Other ______________________

                I certify for Depositor that the above described__________DSI
          has inspected and accepted the above
          deposit materials have been transmitted to DSI:
                                     materials (any exceptions are noted
          above):

          Signature__________________        Signature_____________________
          Print Name_________________        Print Name____________________
          Date_______________________        Date Accepted_________________
                                             Exhibit B#____________________

           Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA
                                        92123
<PAGE>
                                      EXHIBIT C

                                 DESIGNATED CONTACT

                        Account Number ______________________

          Notices, deposit material
          returns and                      Invoices to Depositor should be
          communications to Depositor      addressed to:
          should be addressed to:

          Company Name:
          Address:


          Designated Contact:              Contact:
          Telephone:
          Facsimile:

          Notices and communications to    Invoices      to       Preferred
          Preferred Beneficiary should be  Beneficiary
          addressed to:                    should be addressed to:





          Company Name:
          Address:


          Designated Contact:              Contact:
          Telephone:
          Facsimile:

          Requests from Depositor  or Preferred Beneficiary  to change  the
          designated contact should be given  in writing by the  designated
          contact or  an  authorized  employee of  Depositor  or  Preferred
          Beneficiary.


          Contracts, deposit  materials  Invoice   inquiries   and    fee
          and notices to remittances DSI should be addressed to:
             

          DSI                              DSI
          Contract Administration          Accounts Receivable
          Suite 200                        Suite 1450
          9555 Chesapeake Drive            425 California Street
          San Diego, CA 92123              San Francisco, CA 94104

          Telephone:  (619) 694-1900       (415) 398-7900
          Facsimile:    (619) 694-1919     (415) 398-7914

          Date:__________________________
          _______

<PAGE>
               Confidential Materials omitted and filed separately with the
                  Securities and Exchange Commission.  Asterisks denote
                                     omissions.

                                      Exhibit G

          ***
          ***