EXHIBIT 10.33


                         SOFTWARE ASSIGNMENT AGREEMENT

                                 BY AND BETWEEN

                                XOX CORPORATION

                                      AND

                                    GEOQUEST,
                                  A DIVISION OF
                       SCHLUMBERGER TECHNOLOGY CORPORATION

                          EFFECTIVE AS OF JUNE 1, 1998

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                               TABLE OF CONTENTS

Article I. DEFINITIONS ....................................................... 1

Article II. CONVEYANCE AND FEES .............................................. 5
       2.01   Grants ......................................................... 5
       2.02   Further Assurances ............................................. 6
       2.03   Consideration .................................................. 7

Article III. DELIVERY ........................................................ 7
       3.01   Delivery ....................................................... 7
       3.02   Further Assistance ............................................. 7

Article IV. TERM ............................................................. 7

Article V. REPRESENTATIONS AND WARRANTIES .................................... 8
       5.01   Warranties ..................................................... 8
       5.02   Irreparable Harm ............................................... 9

Article VI. INDEMNITY ........................................................ 9
       6.01   Indemnity ...................................................... 9
       6.02   Right to Use ...................................................10

Article VII. PROTECTION AND DEFENSE ..........................................10
       7.01   Maintenance of Conveyed Rights .................................10
       7.02   Enforcement ....................................................10
       7.03   Enforcement Damages ............................................11
       7.04   Procurement of Patents .........................................11
       7.05   Company Improvements ...........................................12
       7.06   Confidentiality ................................................12

Article VIII. MISCELLANEOUS ..................................................13
       8.01   Disclaimer .....................................................13
       8.02   Integration ....................................................13
       8.03   Successors and Assigns .........................................13
       8.04   Headings .......................................................13
       8.05   Counterparts ...................................................13
       8.06   Severability ...................................................13
       8.07   Attorneys Fees .................................................14

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       8.08   Judicial Proceeding ............................................14
       8.09   Arbitration ....................................................14
       8.10   Jurisdiction/Choice of Law .....................................14
       8.11   Third-Parties ..................................................14
       8.12   United States Laws .............................................14
       8.13   No Joint Venture ...............................................14
       8.14   All or Any Part of Conveyed Rights .............................14
       8.15   No Partition ...................................................15
       8.16.  New Applications ...............................................15


EXHIBITS AND SCHEDULES

Exhibit A - Standard Terms
Exhibit B - Software
Exhibit C - Arbitration

Schedule 5.01(a) - Conveyed Rights
Schedule 5.01(b) - Claims
Schedule 5.01(c) - Liens and Security Interests
Schedule 5.01(d) - Third Party Claims
Schedule 5.01(e) - Third Party Software

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                         SOFTWARE ASSIGNMENT AGREEMENT

      THIS SOFTWARE ASSIGNMENT AGREEMENT (this "Agreement"), is effective as of
June 1, 1998 (the "Effective Date"), by and between XOX Corporation, a Delaware
corporation (hereinafter "XOX"), and Geoquest, a division of Schlumberger
Technology Corporation, a Texas corporation (hereinafter the "Company").

                                  WITNESSETH:

      WHEREAS, XOX has established and built a business based on the development
and commercial marketing of the Software (as hereinafter defined), including
through licensing activities and services provided primarily to XOX's customers;

      WHEREAS, XOX has previously licensed the Software to the Company, and the
Company has been using the Software in its Business (as hereinafter defined);

      WHEREAS, the Company wishes to acquire from XOX, and XOX desires to sell
to the Company an ownership interest in XOX's rights in the Software including
related source code, such that thereafter the Company and XOX shall each
thereafter possess undivided rights, independent of one another, to ownership
and control of the Software and related source code, subject to the terms and
conditions hereof;

      WHEREAS, the Company and XOX have entered into this Agreement to document
and evidence the rights, title to and interest in and ownership of the Software
being transferred herein to the Company; and

      WHEREAS, XOX and the Company further wish to agree on terms for the
transmittal and protection of documentation and information pertaining to the
Software;

      NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration and reasonably equivalent value, the
receipt and sufficiency of which the parties hereto hereby acknowledge, the
parties hereto, intending to be legally bound, agree as follows:

                             ARTICLE I. DEFINITIONS

      When used in this Agreement, the capitalized terms listed below shall have
the following meanings:

      "Affiliates" shall mean any Person controlling, controlled by or under
common control with any other Person. For purposes of this definition "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause

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the direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise. Without limiting the generality of
the foregoing, for purposes of this Agreement, (A) XOX and all Subsidiaries
thereof shall be deemed to be Affiliates of XOX, and (B) Schlumberger Limited, a
Netherlands Antilles corporation, and all Subsidiaries thereof shall be deemed
to be Affiliates of the Company.

      "Ancillary Agreement" shall mean the Software Maintenance, Support and
Assignment Agreement dated as of June 1, 1998, between XOX and the Company.

      "Business" shall mean the principal businesses that the Company and its
Affiliates are engaged in on the Effective Date. Without limiting the generality
of the foregoing, "Business" shall mean at least those lines of business
identified by Schlumberger Ltd. in its annual report on Form 10-K for the year
ended December 31, 1997, as filed with the Securities and Exchange Commission,
provided however, that the term "Business" as used herein shall specifically
exclude the fields of

      (A) computer-aided design (CAD) and

      (B) medical technology [*].

      "Company Intellectual Property" shall mean any improvement, derivative
work, enhancement, modification, alteration, data, data structure, information,
conception, technical information or trade secrets which emanated directly or
indirectly from the Company (but excluding XOX Intellectual Property), and
exists as of the Effective Date, including, but not limited to, information in
any form and in any media, conversations, discussions or descriptions which (A)
relate to the Business, Conveyed Rights or Software and (B) the Company deems
proprietary or confidential, whether or not protectable by patent, copyright,
trade secret, mask work rights, or SUI GENERIS laws.

      "Company Standard Terms" shall mean the Company's standard terms and
conditions for lease, license or sublicense of the Company's proprietary
interest in software to Third-Parties, as such standard terms and conditions are
then in effect. By way of illustration, and not limitation, the Company Standard
Terms as of the Effective Date are set forth in Exhibit A attached hereto. The
Company Standard Terms shall contain reasonable restrictions to protect the
confidentiality of the XOX Confidential Information and the copyrights in the
XOX Intellectual Property.

      "Conveyed Rights" shall mean an undivided interest as a co-owner with XOX
of all right, title, and interest of XOX in the XOX Intellectual Property
existing on the Effective Date. The Conveyed Rights shall also include an
unrestricted, nonexclusive, royalty-free transferable license, for use solely by
Company and its Affiliates, to any part of the Development Environment for the
XOX Intellectual Property owned by XOX on the Effective Date. Notwithstanding
any provision of this Agreement to the contrary, the Conveyed Rights shall
exclude any Third-Party Software incorporated or



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

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embodied in, or compiled or combined with, the XOX Intellectual Property and the
Development Environment. All Conveyed Rights shall be subject to the terms and
conditions of this Agreement.

     "Development Environment" shall mean any Documentation, programming, media,
and other objects owned by or licensed to XOX on the Effective Date, including
assemblers, compilers, workbenches, tools, and higher-level or proprietary
languages, used by XOX for the development, maintenance, and implementation of
the Software, to the extent such objects may be practically required by the
Company or its assigns for any subsequent maintenance or enhancement of the
same, similar, or related programming, development of other programming relating
to the Software, in the course of the Business or the comprehension by a skilled
technician of the operation of such Software.

      "Documentation" shall mean any support material owned by or licensed to
XOX on the Effective Date related to the Software on any tangible media in
existence on the Effective Date, including, without limitation, the
documentation, instructions, training materials, materials useful for design
(for example, and without limiting the generality of the foregoing, logic
manuals, flow charts, and principles of operation), and other written materials
or tangible items, electronic media, electronic mail messages, statements of
principles of operation, schematics, pertinent commentary and explanations and
any fixed General Know-How. The Documentation shall also include, without
limitation, all derivative works, innovations, improvements, enhancements,
modifications, substitutions or replacements of the foregoing owned by or
licensed to XOX on the Effective Date, whether heretofore (A) developed by or
for XOX, (B) XOX learned of or has knowledge of and is entitled to use or
license to others, (C) acquired by or for XOX or (D) made through any joint
venture, partnership, XOX Affiliate, development agreement or other arrangement
that involves XOX and the Conveyed Rights, which are in existence on the
Effective Date.

      "Effective Date" shall have the meaning first set forth therefor
hereinabove.

      "General Know-How" shall mean any ideas, concepts, know-how, data,
methods, techniques, processes, skills, tools, libraries, and adaptations
pertaining to the Software owned by or licensed to XOX on the Effective Date,
including generalized features of the sequence, structure, and organization 
of the Software, whether or not deemed proprietary or secret which
are in existence on the Effective Date.

      "Object Code" shall mean the machine-readable form of the Software.

      "Person" shall mean any individual, person, firm, corporation, partnership
(limited or general), joint venture, association, trust, unincorporated
organization, limited liability company, governmental authority or any other
form of entity.

      "Software" shall mean the software identified in Exhibit B hereto,
including associated computer programming code (including both Object Code and
Source Code versions thereof). The

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Software shall include, without limitation, all derivative works, innovations,
improvements, enhancements, modifications, upgrades, substitutions or
replacements for any of the foregoing which is owned by XOX on the Effective
Date and which heretofore (A) has been developed by or for XOX, (B) XOX learned
or has knowledge of and is entitled to use or license to others, (C) was
acquired by or for XOX or (D) was made through any joint venture, partnership,
XOX Affiliate, development agreement or other arrangement that involves XOX and
the Conveyed Rights; except that the term "Software" shall exclude the fields of

            (i) computer-aided design (CAD) and

            (ii) medical technology [*].

      "Source Code" shall mean the human readable form of the Software,
including all comments and any procedural code such as job control language.

      "Subsidiary" of any Person shall mean any corporation or other Person
(whether now existing or hereafter created) of which at least 50% of the issued
and outstanding securities having voting power for the election of directors or
other equivalent managers of any Person, or at least 50% of the beneficial
ownership interest, is now or hereafter owned or controlled, directly or
indirectly, by any such Person; provided that the voting power and ownership of
such Person and all of its Subsidiaries shall be aggregated together to
determine whether a Person is a Subsidiary.

      "Third-Party" shall mean, with respect to any Person for which status as a
"Third-Party" is to be determined, that (i) such Person is not an Affiliate of
any other Person that is a party to the transaction or event for which status as
a "Third-Party" is to be determined, and (ii) such Person would constitute a
bona fide purchaser for value were such Person to be purchasing goods from any
other Person party to the transaction or event for which "Third-Party" status is
to be determined.

      "Third-Party Software" shall mean software or technology in which
heretofore any Person or entity has claimed any right, title, or interest
superior to XOX, including any restrictions or obligations (including
obligations to obtain consents or approvals, and restrictions that may be
eliminated only by obtaining consents or approvals) applicable to the Conveyed
Rights.

      "Value Added" shall mean the inclusion by the Company of the Conveyed
Rights, in binary non-linkable form that is not directly accessible to the users
of the Value Added software in other software prepared, assembled, acquired,
written or compiled by the Company and licensed, sublicensed, or leased by the
Company, which shall constitute per se a "Value Added" transaction. Value Added
software shall not be directly usable by Third Parties as a programming tool to
develop new geometric modeling applications.



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


      "XOX Confidential Information" shall mean any data or information (oral or
written) (A) existing, conceived, created or obtained by XOX, (B) treated by XOX
as confidential and (C) that relates to the Software. XOX Confidential
Information shall be deemed to include, without limitation, the Source Code and
the Development Environment.

      "XOX Copyright(s)" shall mean all copyright interests owned or claimed or
acquired by XOX in the Software or Documentation existing on the Effective Date,
including, without limitation, all common-law rights, moral rights and all
rights to register and obtain renewals and extensions of copyright
registrations, together with all other copyright interests accruing by
reason of international copyright convention, and the right to sue for past,
present, or future infringement and to collect and retain all damages and
profits therefor.

      "XOX Intellectual Property" shall include, without limitation, any
proprietary right of XOX in the Software, XOX Patent Rights, XOX Copyrights, XOX
Confidential Information or other proprietary rights of XOX in the Software or
Documentation in existence on the Effective Date, whether or not protectable by
patent, trade secret, copyright, mask work right or SUI GENERIS rights and
whether or not fixed in a tangible medium of expression, but shall exclude
Company Intellectual property. For the avoidance of any doubt, it is the intent
of the parties hereto that XOX Intellectual Property include all proprietary
rights of XOX in the Software and/or the Documentation, which are owned by XOX
on the Effective Date.

      "XOX Patent Rights" shall mean any patent or patent application in
existence on the Effective Date, which issues to, or is acquired by, XOX under
which the Company's use or proposed use of the Software would otherwise
constitute patent infringement; including, without limitation, all
continuations, continuations-in-part, divisions, reissues, renewals and
extensions thereof, together with all patent interests accruing by reason of
international treaty or convention, and the right to sue for past, present, or
future infringement and to collect and retain all damages and profits therefor.

                        ARTICLE II. CONVEYANCE AND FEES

      2.01 Grants. (a) Subject to all of the provisions of this Agreement
(including, without limiting the generality of the foregoing, Section 2.01(d)
hereof), in consideration of the fees paid by the Company to XOX pursuant to
Section 2.03 hereof, as of the Effective Date, XOX hereby conveys, delivers,
sells, transfers, and assigns to the Company ownership of all of the Conveyed
Rights, and the Company hereby accepts such conveyance, such that from and after
the Effective Date, pursuant to the foregoing, XOX and the Company shall each
possess and own independently all of the rights to and ownership of the Conveyed
Rights including, without limiting the generality of the foregoing, equal and
independent rights to enforce, use, own, license, sublicense, lease, distribute,
produce, reproduce, display, modify, enhance, improve or alter the Conveyed
Rights or any part thereof, to prepare derivative works based on the Software,
and to authorize Third Parties, and to license to Third Parties the right, to do
some or all of the foregoing. Each of XOX and the

<PAGE>


Company shall be entitled, without any obligation of accounting or any
obligation to compensate any Person (including each other), except as otherwise
expressly set forth herein, to exercise all of the foregoing rights, including,
without limiting the generality of the foregoing, the rights of ownership,
control, possession, enforcement (subject to Section 7.02 hereof), use,
modification, enhancement, improvement, license, sublicense, lease,
distribution, production, reproduction, display, alteration, preparation of
derivative works, alienation, and authorization of Third Parties to do any of
the foregoing; provided however, that such rights of the Company to ownership,
control, possession, enforcement, use, modification, enhancement, improvement,
license, sublicense, lease, distribution, production, reproduction, display,
alteration, preparation of derivative works, alienation and authorization of
Third Parties to do any of the foregoing, shall be limited solely to the
Business.

      (b) Without limiting the generality of the foregoing, XOX and the Company
have agreed that all rights set forth in this Section 2.01 hereof shall become
effective upon the Effective Date.

      (c) The Company shall have the unrestricted right, power and ability to
dispose of, license, sublicense or otherwise transfer to any Affiliate or
Affiliates of the Company, any of its rights (including without limitation the
Conveyed Rights or any part thereof) acquired hereunder, all without obligation
for, use of or requirement or need for, any payment, accounting, liability,
obligation, license from or compensation of any kind to XOX.

      (d) Except as otherwise expressly set forth herein, the Company may only
license, sublicense, or lease the Conveyed Rights, or any part thereof, to
Third-Parties and only (i) for use in the Business, (ii) in a Value Added
context, and (iii) pursuant in all material respects to the Company's Standard
Terms. It is agreed and understood that Company may not disclose, transfer,
sell, assign, lease, license or otherwise convey any portion of the Source Code,
Development Environment or Documentation to a Third Party, except that the
Company may disclose the Source Code, Development Environment and Documentation
to a contractor where the contractor is performing software development work
under contract to the Company requiring access to the Source Code, Development
Environment or Documentation, and provided that the contractor has entered into
appropriate agreements with the Company to hold the Source Code, Development
Environment and Documentation in confidence and that such agreements provide
that the contractor must return all tangible copies of the Source Code,
Development Environment and documentation and delete all copies of the Source
Code, Development Environment and Documentation upon the completion or
termination of its work for the Company.

      2.02 Further Assurances. XOX and the Company each agrees to execute and
deliver such further instruments, and take such further actions, as may be
reasonably requested by the other party in order to evidence more fully the
conveyance of the Conveyed Rights in favor of the Company hereunder, and the
rights which have been retained by XOX, provided that such further instruments
and actions shall not, unless otherwise agreed, require either party to incur
any obligation in addition to the obligations undertaken or assumed elsewhere in
this Agreement.

<PAGE>


      2.03 Consideration. In consideration of the conveyances by XOX to the
Company of the Conveyed Rights, the Company shall pay to XOX, an aggregate fee 
in an amount equal to [*], such fee to be payable as follows:

      (a) [*] upon execution of this Agreement; and

      (b) [*], each such installment due on the first business day of each month
commencing [*].

                             ARTICLE III. DELIVERY

      3.01 Delivery. Concurrently with the execution hereof, XOX shall deliver
to the Company, at such location as the Company may request, a master copy of
the Software and Documentation, including both Object Code and Source Code, in
existence on the Effective Date or such portion thereof the Company may request.
It is the intent of this Section 3.01 that the Company obtain and be entitled at
all times to obtain all of the Software and Documentation or media that evidence
or support any and all Conveyed Rights, as appropriate to the Company's exercise
of its rights or support any and all rights hereunder.

      3.02 Further Assistance. For a reasonable period following the Effective
Date until delivery of a master copy of the Software and Documentation is
complete under the preceding paragraph, the parties shall mutually establish
and conform to reasonable requirements for technical and functional
documentation with respect to the preparation and retention of the Software.
This section shall not obligate XOX to create or modify any Documentation,
including technical and functional documentation, which is not in existence as
of the Effective Date.

                                ARTICLE IV. TERM

       This Agreement shall become effective as of the Effective Date [*].



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


                   ARTICLE V. REPRESENTATIONS AND WARRANTIES

5.01 Warranties. XOX represents and warrants that:

      (a)   XOX has good title to the Conveyed Rights, and has full and
            sufficient right and authority to grant to the Company the rights,
            licenses, or interests in and to the Conveyed Rights as provided in
            this Agreement. Except as set forth in Schedule 5.01(a) attached
            hereto, to the best of XOX's knowledge, the conveyance of the
            Conveyed Rights, exercise of the Conveyed Rights by the Company, and
            delivery of the Conveyed Rights in accordance with this Agreement do
            not constitute an infringement of any Third-Party's interest and/or
            intellectual property rights, including, without limitation, patent,
            trade secret, mask work, copyright and SUI GENERIS rights.

      (b)   Except as set forth in Schedule 5.01(b) hereto, to XOX's knowledge,
            no claim (whether or not embodied in any action, past or present) of
            infringement of any intellectual property involving or concerning
            the Conveyed Rights has been threatened or asserted against XOX, and
            no such claim is pending against XOX.

      (c)   No Third-Party has any lien, claim, security interest, right or
            claim to the Conveyed Rights including, without limitation, any
            contingent rights (including, without limitation, any right
            contingent by virtue of an escrow agreement or equivalent thereof),
            except for (i) source code escrows and source code vaulting
            agreements that entitle the beneficiary thereof to use a copy of
            some part of the Conveyed Rights upon the happening of one or more
            contingent events that adversely affect XOX, and (ii) such liens and
            security interests which are listed on Schedule 5.01(c) and with
            respect to which written waivers of such rights have been obtained
            and delivered to the Company upon the execution hereof.

      (d)   Except as set forth in Schedule 5.01(d) hereto, no Third-Party has
            or claims any ownership interest in the Conveyed Rights, whether
            obtained, without limitation, by assignment, inventorship,
            authorship, statute, inheritance, purchase, common law or custom.


      (e)   Except as set forth on Schedule 5.01(e), (i) the Conveyed Rights do
            not include any Third-Party Software, and (ii) XOX has obtained any
            required consents, approvals and waivers necessary for XOX to be
            able to execute, deliver and perform the terms and provisions of
            this Agreement and to provide to the Company the benefits of such
            terms and provisions.

<PAGE>


      (f)   No bulk sales laws (such as Article 6 of the Uniform Commercial
            Code, as adopted in Minnesota) are applicable to the transactions
            contemplated herein.


      (g)   The Software and Documentation being delivered to Company hereunder
            are full and complete and identical to that used in XOX's business
            as of the Effective Date, except for what XOX uses in the fields of

                  (i) computer-aided design (CAD) and

                  (ii) medical technology [*].

      5.02 Irreparable Harm. XOX acknowledges that any breach of Section 5.01
would subject the Company to irreparable harm and that the Company shall be
entitled to seek an injunction to enforce such provisions. In addition, Company
shall be entitled to seek recovery for any monetary damages it may also suffer
as a result of XOX's breach of the foregoing warranties and representations or
any other provision of this Agreement in accordance with the provisions of
Section 8.09 hereof. The remedies herein shall be in addition to, and not
exclusive of, any other remedies to which the Company shall be entitled,
including damages.

                             ARTICLE VI. INDEMNITY

      6.01 Indemnity. (a) XOX will defend, at its expense, any action brought
against the Company to the extent that it is based on a claim that the use of
the Software or Conveyed Rights (or any part thereof), as delivered by XOX 
within the scope of this Agreement, infringes any patent, trade secret, mask
work right, copyright or SUI GENERIS right, and XOX will indemnify the Company
from any expense, costs, damages, and fees (including attorney's fees) incurred
by or finally awarded against the Company in such action which are attributable
to such claim; provided that the Company notifies XOX promptly in writing of the
claim; and provided further that the Company permits XOX to defend, compromise,
or settle the claim and provides all available information, assistance and
authority to enable XOX to do so. The Company shall have no authority to settle
any claim on behalf of XOX and any such settlement shall be at the Company's
risk and all costs, damages, and fees covered by such settlement shall be the
responsibility of the Company. Nothing contained herein shall constitute XOX the
agent of the Company, and XOX shall have no authority to bind, or act in the
name of or on behalf of, the Company. XOX shall have no liability to Company for
any claim or infringement based on use of the Software or Conveyed Rights as
modified or used by Company with other software or data if such infringement
would have been avoided by the avoidance of the use of such other software or
data.



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


      (b) The Company will defend, at its expense, any action brought against
XOX to the extent that it is based on a claim (excluding claims that either the
Software or the Conveyed Rights violate any rights of a Third Party), that the
use of the Company Intellectual Property (or any part thereof), infringes any
patent, trade secret, mask work right, copyright or SUI GENERIS right, and the
Company will indemnify XOX from any expense, costs, damages, and fees (including
attorney's fees) incurred by or finally awarded against XOX in such action which
are attributable to such claim; provided that XOX notifies the Company promptly
in writing of the claim; and provided further that XOX permits the Company to
defend, compromise, or settle the claim and provides all available information,
assistance and authority to enable the Company to do so. XOX shall have no
authority to settle any claim on behalf of the Company and any such settlement
shall be at XOX's risk and all costs, damages, and fees covered by such
settlement shall be the responsibility of XOX. Nothing contained herein shall
constitute the Company as the agent of XOX, and the Company shall have no
authority to bind, or act in the name of or on behalf of, XOX.

      6.02 Right to Use. Should any Conveyed Rights become, or in XOX's opinion
be likely to become, the subject of a claim of infringement of a patent, trade
secret, mask work right, copyright or a SUI GENERIS right, XOX shall, upon
the Company's request, (i) procure for the Company, at no cost to the Company,
the right to continue to use the Conveyed Rights or (ii) replace or modify the
Conveyed Rights, at no cost to the Company, to make such non-infringing,
provided that the same rights and function and performance level shall be
maintained by the replacement or modified Conveyed Rights. Should use of
Software be enjoined, XOX shall, upon the Company's request, procure or replace
as indicated above. The aforementioned remedies shall be in addition to and not
exclusive of any remedy the Company may otherwise enjoy.

                       ARTICLE VII. PROTECTION AND DEFENSE

      7.01 Maintenance of Conveyed Right. Each of the Company or XOX may, in its
discretion and at its expense, take such action from time to time after the
Effective Date as may be reasonable or appropriate, in its judgment, to protect
and preserve its title and interest in the Conveyed Rights and those rights
retained by XOX, including by compliance to the extent the Company or XOX deems
reasonable or appropriate, in its judgment, with applicable laws and
regulations, both United States and foreign, respecting the registration of
copyrights, the continuing registration of any registered copyrights, payment of
any maintenance fee on any issued patent, requiring the other party to cause
its appropriate employees, Affiliates and employees of Affiliates to execute or
enforce reasonable nondisclosure and non-compete agreements, seeking patent
protection and by seeking to enjoin any infringement by Third-Parties of the
intellectual property represented by the Conveyed Rights or any part thereof.

      7.02 Enforcement. Neither the Company nor XOX shall have any duty to
enforce any instance of alleged infringement or misappropriation of the Conveyed
Rights; provided however, that a party learning of such alleged infringement
shall identify in writing any such incident of alleged infringement or
misappropriation to the other party in writing within thirty (30) days of first
learning

<PAGE>


of such alleged act(s) of infringement. The parties shall then meet as soon as
possible to discuss whether joint action against the alleged infringer is to
be undertaken. If one party declines to join in prosecution of such claims, or
fails to take appropriate action to prosecute such claims within thirty (30)
days of receipt of written notice from the other party, then said declining or
failing party shall be deemed to have assigned all its rights under such claim
to the other party who shall be free, at its own cost and expense, to pursue and
prosecute such persons and claims as it sees fit in its own name alone. A party
bringing a separate action shall defend and indemnify the party not joining in
that action against any counterclaim, cross-complaint, or cross-claim brought
against the party not joining in the action seeking a declamatory judgment that
the Conveyed Rights which are the subject of the action are invalid,
unenforceable or not infringed.

      7.03 Enforcement Damages. If, as a result of any infringement or
misappropriation action asserted solely by one party hereto (where the other
party has declined or failed to take action to join in said action), damages are
collected based specifically on the infringement or misappropriation of the
Conveyed Rights by a Third-Party, then the prosecuting party shall be entitled
to receive all of the damages recovered. If, as a result of any infringement or
misappropriation action asserted jointly by the Company and XOX, damages are
collected based specifically on the infringement or misappropriation of the
Conveyed Rights by a Third-Party, then the Company and XOX shall be each
entitled to receive one-half of the damages recovered after the respective costs
and expenses of each party related to such action have been reimbursed and
satisfied.

      7.04 Procurement Patents. (a) It is agreed and understood that neither
party hereto shall have any duty or obligation to seek to file or obtain patent
protection for any of the Conveyed Rights. The parties acknowledge and agree, in
the event patent protection for an invention covering the Conveyed Rights is to
be prepared and filed that XOX shall have the first opportunity for the
preparation, filing and/or prosecution of any patent application or patent
thereon through counsel of its choice. XOX shall notify the Company in writing,
specifically identifying the applicable Conveyed Rights, at least 30 days prior
to XOX's public disclosure of, or XOX's sale or public use of any product
constituting Conveyed Rights, in the event that XOX has elected not to apply
for a patent with respect to any patentable Conveyed Rights.

      (b) Company may join XOX as co-owner of any such patent application or
patent by agreeing to pay one-half of the costs and expenses involved in seeking
patent protection for such invention. If Company declines to make such payment
within 30 days of a request for such payment, it shall not be deemed to be a
co-owner of any resulting, patent; provided, however, that Company shall have a
non-exclusive world-wide right and license, with right to sublicense, under any
such patent application or patent issuing thereon in the field of its Business.
In the event that XOX determines that it does not wish to seek patent protection
for a particular invention relating, to the Conveyed Rights, the Company shall
be free to apply for a patent solely in its own name with respect to such
invention, at its sole cost and expense, and be the sole owner thereof,
provided, however, that XOX shall have a non-exclusive world-wide right and
license, with right to sublicense, under any such patent application or patent
issuing thereon.

<PAGE>


      7.05 Company Improvements. In the event the Company independently
develops, reduces to practice or conceives Company Intellectual Property, the
Company shall own all such know-how, modifications or other proprietary
technology. Nothing in this Agreement shall be deemed to grant to XOX or create
an obligation on the Company's part to grant to XOX any right Company
Intellectual Property, now existing or which may hereafter come into existence.

      7.06 Confidentiality (a) Company shall make reasonable efforts to protect
the XOX Confidential Information, including, without limitation, imposing
contractual confidentiality and non competition obligations upon all
individuals, Affiliates, employees of Affiliates of the Company, and Third
Parties who are provided any portion of the same, to the extent legally
permissible. The Company's obligations pursuant to this Section 7.06(a) above
shall not apply to: (i) information that, at the time of disclosure, is, or,
after disclosure, becomes generally known or available to the public other than
as a consequence of the Company's breach of this Agreement; (ii) information
(other than information provided to the Company by XOX) that was known or
otherwise available to the Company prior to disclosure thereof by the Company;
(iii) information disclosed by a third party to the Company after disclosure by
the Company if such third party's disclosure neither violates any obligation of
the third party to XOX nor is a consequence of the Company's breach of this
Agreement; (iv) information that XOX authorizes for release, (v) information
required to be disclosed pursuant to the order of a court of competent
jurisdiction, and (vi) information disclosed in connection with dispute
resolution procedures pursuant hereto between the Company and XOX.

      (b) XOX shall make reasonable efforts to protect the Company Confidential
Information which has been identified in writing to XOX as Company Confidential
Information, including, without limitation, imposing contractual confidentiality
and non-competition obligations upon all individuals, Affiliates, employees of
Affiliates, and Third Parties who are provided any portion of the same, to the
extent legally permissible. XOX's obligations pursuant to this Section 7.06(b)
above shall not apply to: (i) information that, at the time of disclosure, is,
or, after disclosure, becomes generally known or available to the public other
than as a consequence of the XOX's breach of this Agreement; (ii) information
that was known or otherwise available to XOX prior to disclosure by XOX; (iii)
information disclosed by a third party to XOX after disclosure by XOX if such
third party's disclosure neither violates any obligation of the third party to
the Company nor is a consequence of XOX's breach of this Agreement; (iv)
information that the Company authorizes for release, (v) information required to
be disclosed pursuant to the order of a court of competent jurisdiction, and
(vi) information disclosed in connection with dispute resolution procedures
pursuant hereto between the Company and XOX.

      (c) Each of XOX and the Company acknowledges that any breach of this
Section 7.06 would subject the non-breaching party hereto to irreparable harm
and that the non-breaching party hereto shall be entitled to seek an injunction
to enforce such provision. In addition, the non-breaching party hereto shall be
entitled to seek recovery for any monetary damages it may also suffer as a
result of the breach of the foregoing warranties and representations or any
other provision of this Agreement in accordance with the provisions of Section
8.09 hereof. The remedies herein shall be

<PAGE>


in addition to, and not exclusive of, any other remedies to which the Company
shall be entitled, including damages.

                          ARTICLE VIII. MISCELLANEOUS

      8.01 Disclaimer. Except as otherwise expressly provided in this Agreement,
XOX MAKES AND THE COMPANY RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE; AND XOX SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY CONCERNING THE QUALITY OR
PERFORMANCE OF THE SOFTWARE DEVELOPMENT ENVIRONMENT OR DOCUMENTATION.

      8.02 Integration. The provisions of this Agreement and the Ancillary
Agreement constitute the entire agreement between the parties and supersede all
prior agreements, oral or written, and all other communications relating to the
subject matter hereof. Without limiting the generality of the foregoing, this
Agreement and the Ancillary Agreement supersede the written agreements and
licenses executed by XOX and the Company prior to the Effective Date, it being
the intention of the parties hereto that this Agreement and the Ancillary
Agreement be and set forth the exclusive terms of the agreements between the
parties hereto with respect to the support and maintenance and the Conveyed
Rights. Except as otherwise provided herein, the rights and obligations provided
herein shall be cumulative of those set forth in the Ancillary agreement. There
are no unwritten or oral agreements of the parties hereto.

      8.03 Successors and Assigns. This Agreement shall be binding on and shall
inure to the benefit of the parties hereto, and their successors or assigns.

      8.04 Headings. The headings, subheadings and captions found in this
Agreement are for reference purposes only and are to be given no effect in the
construction of this Agreement.

      8.05 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original and all of which shall together constitute one and
the same instrument. In the event that this Agreement is executed and delivered
by telecopy, original executed copies hereof shall be forwarded by each party to
the other within three business days following such delivery by fax.

      8.06 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

<PAGE>


      8.07 Attorneys Fees. If either party to this Agreement seeks to enforce
its rights under this Agreement by legal proceedings or otherwise, the
non-prevailing party shall pay all costs and expenses, including, without
limitation, reasonable attorneys' fees incurred by the prevailing party.

      8.08 Judicial Proceeding. The parties shall give each other immediate
notice of any attachment or other judicial process affecting the Conveyed 
Rights.

      8.09 Arbitration. Except as provided for in Section 5.02, the parties
agree to resolve any disputes related to or arising out of this Agreement or the
Assignment Agreement as provided in Exhibit C, the terms of which are
incorporated herein by reference.

      8.10 Jurisdiction/Choice of Law. This Agreement shall be deemed accepted
and delivered in and governed by and construed under the laws of the State of
Texas and the United States of America. No conflicts of law rule or law which
may refer to the laws of another state, republic or country shall be considered.
The Parties consent to the jurisdiction and venue of the federal and state
courts located in Harris County, Texas concerning any disputes or claims arising
from or connected to this Agreement and agree that any action concerning any
disputes or claims from or connected to this Agreement shall, to the extent not
covered by arbitration as provided for in Section 8.09 hereof, be conducted
solely within the courts situated therein. The parties hereby exclude the
application of The Convention for the International Sale of Goods.

      8.11 Third-Parties. Nothing in this Agreement shall be construed to
create any duty standard of care with reference to, or liability of a party to,
any Person other than a party.

      8.12 United States Laws. The parties agree that this Agreement is subject
to United States export controls and regulations and understand the necessity
for obtaining export licenses and the like and agree to cooperate to secure and
faithfully perform under such licenses.

       8.13 No Joint Venture. Nothing herein shall be deemed to make either
party the agent or the partner of the other, or to create a partnership or joint
venture between the parties, and no party shall have the power to bind the other
in any way.

       8.14 All or Any Part of Conveyed Rights. Each reference herein to any
right of the Company (i) to enforce, use, own, sell, convey, license,
sublicense, distribute, produce, reproduce, display, modify, enhance, improve or
alter the Conveyed Rights, (ii) to prepare derivative works based on the
Software, (iii) subject to the express terms hereof, to authorize others, and to
convey, assign, transfer or license to others the right, to do some or all of
the foregoing, and (iii) to protect and defend its rights to the Conveyed
Rights, shall be deemed to be a reference to all or any part of the Conveyed
Rights, it being the intention of the parties hereto to grant to the Company the
rights described herein with respect to all or any part of the Conveyed Rights
and to allow for the exercise of such rights by the Company with respect to all
or any part of the Conveyed Rights.

<PAGE>


      8.15 No Partition. The Company shall not initiate any action to partition
its interests in the Conveyed Rights.

      8.16. New Applications. Nothing contained in this Agreement shall limit or
restrict the power, right or authority of the Company to (i) create or develop
new geometric modeling applications using the Software, or (ii) create or
develop any substitute or replacement for the Software.

<PAGE>


       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized representatives as of the date first
above written.

                                      Company:

                                      SCHLUMBERGER TECHNOLOGY
                                       CORPORATION



                                      By:
                                         ---------------------------------------
                                      Print Name:
                                                 -------------------------------
                                      Print Title:
                                                  ------------------------------


                                      XOX:

                                      XOX CORPORATION

                                      By:
                                         ---------------------------------------
                                      Print Name:
                                                 -------------------------------
                                      Print Title:
                                                  ------------------------------

<PAGE>


                                    EXHIBIT A
                                 STANDARD TERMS

The following are the Terms and Conditions under which GeoQuest [INSERT NAME OF
APPLICABLE COMPANY], ("GeoQuest") sells, leases, and/or licenses Products and
Services.

1.0   DEFINITIONS

1.1   "Documentation" refers to manuals, handbooks, maintenance libraries, and
      other publications in whatever form listed in GeoQuest's Price List or
      supplied in connection with Services.

1.2   "Equipment" refers to computer related hardware and other equipment that
      is listed on a quotation.

1.3   "External Software" refers to stand-alone, off-the-shelf application
      software packages listed on the quotation which are licensed to Customer
      in accordance with these Terms and Conditions by the applicable third
      party software vendors. Such third party software vendors are third party
      beneficiaries to this License Agreement and shall have the right to 
      enforce these Terms and Conditions to the extent they apply to External
      Software.

1.4   "Party" refers to GeoQuest or Customer, "Parties" refers to GeoQuest and
      Customer.

1.5   "Products" refers to items listed on a quotation, including but not
      limited to Software and Equipment.

1.6   "Proprietary Information" refers to, without limitation, Software
      (including all enhancements, updates, corrections, derivative works and
      other modifications thereto); Documentation, diagnostic software,
      equipment or other materials used by GeoQuest in the performance of
      installation, warranty work or services which may be furnished with
      Products or stored at Customer's facility; Equipment design information;
      GeoQuest supplied printed materials; visually transmitted information; and
      any modifications or components thereof, whether made by GeoQuest or
      Customer.

1.7   "Service Descriptions" refers, as applicable, to documents, including
      Standard Terms and Conditions for Equipment Maintenance; Software
      Maintenance; and On-Site Customer Support, issued by GeoQuest that provide
      information regarding GeoQuest's and Customer's obligations for Services
      provided under these Terms and Conditions.

1.8   "Services" refers to GeoQuest software, equipment, customer support, and
      educational services (including implementation and maintenance services),
      listed on a quotation or Maintenance Agreement for which there is a
      Service Description.

1.9   "Software" refers to software listed on a quotation including, without
      limitation, application software, systems software, External Software,
      microcode and firmware, and where included, documentation and manuals
      related thereto. For Software, the term "purchase" or "sale" means
      "license".

1.10  "Software License" refers to the software license granted by GeoQuest in
      accordance with Article 10.0.

<PAGE>


2.0   ORDERS

      Prices and fees for Products and Services will be as specified in a
      quotation that is current at the time an order is accepted, or in the
      absence of a quotation, shall be GeoQuest's then-current standard prices
      and fees. Prices for Services provided under an accepted quotation may be
      changed by GeoQuest effective January 1 of the next year, on thirty (30)
      days' written notice to Customer.

3.0   PAYMENT

3.1   Purchase. For Product purchases, Customer shall make full payment within
      [*] after the date of shipment of the Products, provided Customer
      maintains credit arrangements satisfactory to GeoQuest. Customer shall
      make full payment for Services and other items described herein for which
      no "shipment" is involved within [*] after receipt of invoice. All
      payments shall be made in the currency set forth on the quotation (or in
      U.S. dollars if no other currency is indicated).

3.2   Lease. If the quotation or Service Description provides for a lease or
      rental to Customer of Products from GeoQuest, GeoQuest's Standard Leasing
      Terms and Conditions, attached hereto, shall apply in addition to these
      Terms and Conditions.

4.0   TAXES

      Prices listed do not include any local, state or federal sales, use,
      excise, personal property, value added, import/export, or other similar
      taxes or duties, which may be assessed in connection with the Products,
      and Customer agrees to pay all such assessments. In the event GeoQuest
      must initially pay such assessments, Customer agrees to reimburse GeoQuest
      within [*] after receipt of GeoQuest's invoice. Taxes based upon
      GeoQuest's income shall be the sole responsibility of GeoQuest.

5.0   SHIPMENT

5.1   Shipment. Prices exclude shipping charges. Products will be shipped FOB
      point of origin. Customer will be responsible for shipping charges and for
      procuring insurance, unless otherwise specified. Customer shall assume all
      risks of loss upon GeoQuest's delivery to the carrier.

5.2   Security Interest. GeoQuest retains title to and a security interest in
      the Equipment as security for Customer's payment for the Equipment until
      the purchase price for the Equipment has been paid in full. Customer
      agrees to execute such documents as GeoQuest may reasonably require to
      perfect and further evidence this security interest.

6.0   INSTALLATION

6.1   Equipment. GeoQuest shall install Equipment if the price includes
      installation or if Customer separately purchases installation services.



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


6.2   Software. Software shall be installed onto GeoQuest-authorized servers
      and/or computers in accordance with Article 10.3.2. Unless GeoQuest
      installation services have been ordered, Customer shall perform such
      installation.

6.3   Customer Responsibilities. Customer shall provide the necessary
      environment and electrical power supply connections as specified by
      GeoQuest and the equipment manufacturer and shall be responsible for
      transporting the Equipment to its location within Customer's facility.

7.0   CANCELLATION CHARGES

      In the event Customer cancels an order for Products, Customer shall pay
      within thirty (30) days thereafter a cancellation charge in the amount
      of ten percent (10%) of the total price for the canceled Products. No
      cancellation by Customer will be accepted after the date of shipping, or
      for Products being specially developed for Customer once development has
      commenced. For Products ordered from GeoQuest suppliers on behalf of
      Customer, the "date of shipment" shall be the date Products are shipped
      from the GeoQuest supplier(s).

8.0   WARRANTY

8.1   Equipment Warranty.

8.1.1 Equipment sold is warranted to be in good and serviceable condition. The
      warranty period for Equipment shall be as specified in the quotation, or
      for a period of ninety (90) days if no such warranty period is specified.
      The warranty period begins on the date installation is completed or upon
      delivery if the Equipment is installed by Customer. If GeoQuest is
      prevented from installing the Equipment by causes beyond its control for
      more than thirty (30) days from the date of delivery, the warranty period
      will commence on the thirtieth (30th) day after delivery.

8.1.2 Equipment may also be warranted by the third party supplier. GeoQuest's
      sole liability and Customer's sole remedy for breach of this warranty is
      limited at GeoQuest's sole option to either: (a) the repair or replacement
      of the defective Equipment or part, or (b) the refund of the purchase
      price of the defective Equipment which is returned by Customer at
      Customer's cost to the location specified by GeoQuest.

8.2   Software Warranty

8.2.1 The warranty period for Software shall be: (a) ninety (90) days from the
      date of delivery of the Software, or (b) one hundred twenty (120) days
      from the date of shipment to Customer, whichever occurs first.

8.2.2 Subject in all cases to Article 8.3, during the warranty period, GeoQuest
      warrants: (a) that the Software shall function substantially in accordance
      with published GeoQuest product specifications at the time the order is
      accepted; and (b) that GeoQuest shall correct Software defects which
      prevent the substantial use of the Software in accordance with such
      product specifications.

<PAGE>


8.2.3 Due to the complex nature of Software, GeoQuest does not warrant that
      Software is error free or that all errors will be corrected.

8.3   External Software. GeoQuest does not warranty the form or content of
      External Software or related documentation, which GeoQuest provides "as
      is".

8.4   Service Warranty. GeoQuest will use reasonable efforts to provide Service
      for Products pursuant to these Terms and Conditions subject to Customer's
      fulfillment of its obligations.

8.5   Limitations. GeoQuest's sole responsibility under these warranties shall
      be to provide the Products described in the quotation. Warranties
      described in Sections 8.1 and 8.2 and Services do not include warranties
      or Services for: (a) any products other than Products listed in the
      quotation, or (b) conditions resulting from improper use or storage of the
      Products or operation of the Products outside the specified environmental
      conditions, or (c) conditions resulting from causes external to the
      Products after delivery, or (d) conditions resulting from modifications to
      the Products other than modifications made by GeoQuest or GeoQuest's
      service vendor, or (e) conditions resulting from Customer's movement of
      the Products, or (f) Products from which GeoQuest's or GeoQuest's service
      vendor's serial numbers have been removed, or (g) use of Software with
      operating system software versions other than GeoQuest-designated
      versions.

8.6   Disclaimer of Warranties. Except as expressly stated herein, GEOQUEST
      MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE
      PRODUCTS/SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
      OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.0   SERVICES

9.1   Supplemental Terms and Conditions. To the extent the quotation or Service
      Description includes Customer's purchase of software maintenance; hardware
      maintenance; and/or on-sight support, separate GeoQuest terms and
      conditions for each of such services, attached hereto as applicable, shall
      apply to such services in addition to these Terms and Conditions.

9.2   Service Term. GeoQuest, or GeoQuest's service vendor, shall provide the
      Services described in the quotation for the term specified therein and/or
      in the Service Description.

9.3   Add-on Products. Add-on Products approved for use and service as part of
      an earlier-acquired GeoQuest system shall be placed under the applicable
      GeoQuest service contract covering the GeoQuest system, if any. The add-on
      Products will be serviced for the remainder of the service contract term
      following the warranty period for the add-on Products, and the cost of
      this additional service contract coverage shall be based on appropriate
      prorating of the then current list price for service of the add-on
      Products.

9.4   Movement of Products. Customer shall give GeoQuest sixty (60) days' prior
      written notice of any movement of the Products to any other location. If
      the Products are moved to a location serviced by GeoQuest, the Products
      shall continue to be serviced under this Agreement and shall be subject to
      any additional fees in accordance with the then current price list.
      Customer shall be responsible for any

<PAGE>


       costs of de-installation, packing, transporting, unpacking, installation
       and repair necessitated by the move.

10.0   SOFTWARE LICENSE

10.1   License. GeoQuest grants to Customer a nonexclusive, nontransferable
       license to use Software and Proprietary Information described in the
       quotation in accordance with these Terms and Conditions. This Software
       License shall commence upon GeoQuest's delivery of Software to Customer
       and shall continue unless terminated by default or cancellation. GeoQuest
       (and/or when applicable GeoQuest's licensor(s)) shall at all times retain
       title, copyright and proprietary ownership of Software and Proprietary
       Information, including all components, additions, modifications and
       updates. Where title to certain Software is retained by GeoQuest's
       licensors, GeoQuest represents that it has the authority to license such
       Software to Customer. While providing the Services, GeoQuest develops
       additional expertise, know-how and other intellectual property which are
       GeoQuest's exclusive property and which GeoQuest may freely utilize in
       providing services for its other customers. Except where expressly and
       specifically indicated in writing, and in exchange for appropriate
       payment, GeoQuest does not develop any intellectual property (including
       copyrights, patents, know-how, and expertise) for ownership by Customer
       under these Terms and Conditions, and GeoQuest retains sole ownership of
       any such items created during the course of providing Services hereunder.

10.2   License Termination. Subject to the right to cure for non-payment,
       GeoQuest shall have the right, immediately upon any default by Customer,
       to pursue all available remedies at law or equity, and may terminate this
       Software License and/or these Terms and Conditions. Upon termination of
       this Software License, Customer shall discontinue all use of the Software
       and return the Software and Proprietary Information to GeoQuest,
       including all copies. If Customer ceases to operate for any reason,
       including but not limited to bankruptcy or dissolution, and the Software
       is not transferred in accordance with Article 10.6, Customer shall return
       the Software to GeoQuest. Customer shall, upon GeoQuest's request,
       certify that all such Software, Proprietary Information, and copies have
       been returned to GeoQuest.

10.3   Use

10.3.1 For purposes of these Terms and Conditions and this Software License, the
       term "use" shall be limited to the processing of information and the
       process of copying, recording, or transcribing Software. Use does not
       include modifying Software in any way, creating derivative versions
       thereof, reverse assembling, reverse compiling, or reverse engineering
       Software or distributing it to other parties or making it available for
       any use, directly or indirectly, by another person, any such utilization
       of Software being hereby expressly prohibited.

10.3.2 Software shall be used solely in conjunction with GeoQuest-authorized
       computers, servers, and workstations, at authorized locations, and
       accessed by only the agreed number of seats for which Customer is
       licensed. A GeoQuest-authorized computer or server is the processor or
       equipment configuration on which the Software is first installed pursuant
       to the license grant. A GeoQuest-authorized workstation includes all
       workstations on a Local Area Network that are physically located within
       five hundred (500) meters of a GeoQuest-authorized server.

<PAGE>


10.3.3 Licensed use shall be restricted to the processing or interpretation by
       Customer of geoscience, reservoir, and production related data owned or
       licensed by Customer in connection with: (a) oil, gas and other natural
       resource development ventures where Customer is active as operator or
       partner; and (b) evaluations for Customer's internal use of such ventures
       in which Customer contemplates becoming active as operator or partner.

10.3.4 Storage media which Customer receives from GeoQuest may contain certain
       software which is not covered in the quotation. If Customer desires to
       obtain a license for such separate software, Customer must obtain the
       appropriate licenses from GeoQuest. Customer agrees to comply with and
       not deliberately modify or make inoperable any feature which is
       incorporated in the Software to prevent access to unlicensed software.
       Customer acknowledges that Software and Equipment may now or in the
       future contain security devices for the protection of Software.

10.3.5 GEOQUEST DOES NOT GUARANTEE RESULTS. ALL INTERPRETATIONS USING THE
       PRODUCTS, AND ALL RECOMMENDATIONS OR RESERVOIR DESCRIPTIONS BASED UPON
       SUCH INTERPRETATIONS, ARE OPINIONS BASED ON INFERENCES FROM MEASUREMENTS
       AND EMPIRICAL RELATIONSHIPS AND ON ASSUMPTIONS, WHICH INFERENCES AND
       ASSUMPTIONS ARE NOT INFALLIBLE, AND WITH RESPECT TO WHICH COMPETENT
       SPECIALISTS MAY DIFFER. IN ADDITION, SUCH INTERPRETATIONS,
       RECOMMENDATIONS AND RESERVOIR DESCRIPTIONS MAY INVOLVE THE OPINION AND
       JUDGMENT OF CUSTOMER. CUSTOMER HAS FULL RESPONSIBILITY FOR ALL
       INTERPRETATIONS, RECOMMENDATIONS AND RESERVOIR DESCRIPTIONS UTILIZING THE
       PRODUCTS. GEOQUEST CANNOT AND DOES NOT WARRANT THE ACCURACY, CORRECTNESS
       OR COMPLETENESS OF ANY INTERPRETATION, RECOMMENDATION OR RESERVOIR
       DESCRIPTION. UNDER NO CIRCUMSTANCES SHOULD ANY INTERPRETATION,
       RECOMMENDATION OR RESERVOIR DESCRIPTION BE RELIED UPON AS THE SOLE BASIS
       FOR ANY DRILLING, COMPLETION, WELL TREATMENT, PRODUCTION OR OTHER
       FINANCIAL DECISION, OR ANY PROCEDURE INVOLVING ANY RISK TO THE SAFETY OF
       ANY DRILLING VENTURE, DRILLING RIG OR ITS CREW OR ANY OTHER INDIVIDUAL.
       CUSTOMER HAS FULL RESPONSIBILITY FOR ALL SUCH DECISIONS AND FOR ALL
       DECISIONS CONCERNING OTHER PROCEDURES RELATING TO THE DRILLING OR
       PRODUCTION OPERATION. CUSTOMER AGREES THAT GEOQUEST SHALL HAVE NO
       LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY ORDINARY, SPECIAL, OR
       CONSEQUENTIAL DAMAGES OR LOSSES WHICH MIGHT ARISE DIRECTLY OR INDIRECTLY
       BY REASON OF CUSTOMER'S USE OF THE PRODUCTS. CUSTOMER SHALL PROTECT,
       INDEMNIFY, HOLD HARMLESS AND DEFEND GEOQUEST OF AND FROM ANY LOSS, COST,
       DAMAGE, OR EXPENSE, INCLUDING ATTORNEYS'FEES, ARISING FROM ANY CLAIM
       ASSERTED AGAINST GEOQUEST THAT IS IN ANY WAY ASSOCIATED WITH THE MATTERS
       SET FORTH IN THIS ARTICLE 10.3.

10.3.6 Software is licensed for use in the country where first delivered and may
       not be transferred outside such country without GeoQuest's prior written
       consent.

<PAGE>


10.4   Copying Software. Customer is encouraged to duplicate Software and
       Customer's data maintained by such Software FOR BACKUP PURPOSES ONLY to
       protect against the loss of Customer's data. Customer may make archival
       copies of the Software as provided in the Copyright Law of the United
       States. Customer agrees not to copy or reproduce Software or any portion
       thereof for any other purpose. Customer shall reproduce all copyright,
       patent, and proprietary rights notice(s) as a part of the informational
       content of any copy of the Software in any form. In the case of disc,
       tape, or other storage media, Customer shall reproduce such notice(s) in
       a visually legible form on the exterior of the media or first page of the
       printed volume.

10.5   Protection of Proprietary Information.

10.5.1 GeoQuest grants no title or license to Proprietary Information, which
       remains the exclusive property of GeoQuest and, where applicable,
       GeoQuest's third party licensors. Customer agrees to secure properly such
       material and not to use it in any manner, except as provided in these
       Terms and Conditions, or make it available to third parties without
       GeoQuest's prior written consent. Customer agrees to keep confidential
       all Proprietary Information during the term of this Software License and
       thereafter for a period of five (5) years from the termination of this
       Software License, and agrees to the subsequent return or destruction of
       all Proprietary Information. Customer shall disclose the Proprietary
       Information only to its employees on a need-to-know basis. Customer shall
       maintain adequate internal procedures, including appropriate binding
       agreements with Customer's employees, to protect the Proprietary
       Information in the same manner as Customer protects Customer's own
       confidential proprietary information.

10.5.2 Nothing in these Terms and Conditions shall impose an obligation of
       confidentiality on Customer with respect to Proprietary Information which
       is: (a) rightfully in Customer's possession in a substantially complete
       and tangible form prior to the time it is received from GeoQuest, (b)
       hereafter furnished to others by GeoQuest without restrictions on
       disclosure and use, (c) hereafter furnished to Customer by a third party
       as a matter of right and without restriction on disclosure or use, or (d)
       independently developed by Customer without breach of these Terms and
       Conditions.

10.5.3 Customer shall give thirty (30) days' prior written notice to GeoQuest
       before any proposed disclosure or use of any Proprietary Information
       other than as specifically provided herein that Customer nonetheless
       considers to be unrestricted by the non-disclosure obligations created
       hereunder. Such notice shall designate the Proprietary Information to be
       disclosed or used and the facts which give rise to Customer's belief that
       the proposed disclosure or use is unrestricted by the non-disclosure
       obligations created by this Article.

10.6   Assignment. No rights or obligations under this Software License or these
       Terms and Conditions shall be assigned by either party and any purported
       assignment shall be void, except that either party may assign their
       rights and obligations under this Software License of these Terms and
       Conditions to its successor in interest in the event of a merger,
       corporate reorganization, or sale of all or substantially all of its
       assets relating to the business to which these Terms and Conditions
       pertain, and except that GeoQuest may freely assign its rights and
       obligations under this Software License or these Terms and Conditions to
       any Schlumberger affiliated company.

<PAGE>


11.0   DEFAULT AND REMEDIES

11.1   Customer Default

11.1.1 Customer shall be in default for failure to meet its payment obligations.
       Customer shall have thirty (30) days to cure such a default. However,
       GeoQuest has the right to charge Customer interest at the rate of 1.25%
       per month (or such lower rate as may be prescribed by applicable law) on
       any overdue payments. GeoQuest's right to require interest shall not
       foreclose GeoQuest from any other remedy provided by these Terms and
       Conditions or applicable law.

11.1.2 Customer shall be in default for its failure to perform any material
       obligation under, or for any material breach of, these Terms and
       Conditions, and for any disclosure or use contrary to the terms of the
       Software License.

11.1.3 Notwithstanding any other provisions contained in the Software License or
       these Terms and Conditions, the parties agree that a default caused by an
       unauthorized disclosure or use of the Proprietary Information could cause
       GeoQuest irreparable harm. Accordingly, the parties agree that GeoQuest
       will be entitled to seek timely injunctive relief to prevent Customer
       from completing any unauthorized disclosure or use.

11.2   GeoQuest Default

       Should GeoQuest default under these Terms and Conditions, Customer shall
       give GeoQuest thirty (30) days' written notice to enable GeoQuest to
       cure such default. If GeoQuest fails to cure such default within said
       thirty (30) day period, Customer shall have the right to pursue all
       available remedies at law or equity. Any action brought against GeoQuest
       under these Terms and Conditions must be brought within twelve (12)
       months after the cause of action arises.

12.0   PATENT AND COPYRIGHT INDEMNITY

       GeoQuest shall defend, or at its option settle, any claim, proceeding or
       action brought against Customer based upon a claim that a Product
       supplied by GeoQuest constitutes a direct infringement of a patent or
       copyright issued under the laws of the country of original delivery, and
       GeoQuest shall pay those costs and damages finally awarded against
       Customer in any such action or proceeding which result from any such
       claim, provided always that GeoQuest shall have no liability under this
       Article: (a) unless GeoQuest is notified promptly in writing by Customer
       of each notice and communication regarding such claim, is given the
       complete authority, information and assistance necessary for such
       defense, and is given sole control of the defense of any action on such
       claim and of all negotiations for its settlement or compromise, or (b) if
       Customer makes any admission regarding infringement.

       Should a Product become, or in GeoQuest's opinion be likely to become,
       the subject of a claim of infringement the like under such patent or
       copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to
       either: (a) procure for Customer the right to continue using the Product,
       (b) replace or modify the Product so that it becomes non-infringing
       (provided the same level of functionality is maintained), or (c) accept
       the return of the Product and grant Customer a credit for the then
       depreciated value of the infringing Product, which for the purposes of
       this Article shall be

<PAGE>


       presumed to depreciate by [*]. If the infringing Product is leased or
       rented to Customer, GeoQuest may terminate the lease or rental and
       Customer's sole remedy in such case shall be the return by GeoQuest of
       any payments made by Customer for periods after such termination.

       GeoQuest shall have no liability or obligation to Customer under this
       Article for any patent or copyright infringement or claim thereof based
       upon: (a) GeoQuest's compliance with Customer's specifications,(b) the
       combination of the Product with other items not furnished or approved in
       writing by GeoQuest, (c) any unauthorized addition to or modification of
       the Product, (d) any use of the Product in the performance of a method or
       process (practice of a process), except where such practice is solely
       completed by or within the Product, or (e) information, service or
       assistance provided by GeoQuest to Customer, excluding software programs
       and maintenance/operation manuals. Customer shall defend and hold
       GeoQuest harmless against any expense, judgment or loss for alleged
       infringement of any patent, copyright or other proprietary right which
       results from a claim based upon (a), (b), (c), (d), or (e).

13.0   LIMITATIONS ON REMEDIES

       GeoQuest's liability for any breach of this Software License or these
       Terms and Conditions, or for personal injury or property damage arising
       from the use or installation of the Products shall not exceed the
       purchase price paid for the Products and IN NO EVENT SHALL GEOQUEST BE
       LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY
       DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT, OR LOSS
       OF BUSINESS WHETHER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE
       OF THE PRODUCTS OR ANY OTHER MEANS, AND REGARDLESS OF THE FORM OF ACTION
       UPON WHICH A CLAIM FOR SUCH DAMAGES MAY BE BASED, WHETHER IN CONTRACT,
       TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL
       OR EQUITABLE THEORY. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED
       REMEDY FAILS IN ITS ESSENTIAL PURPOSE. Customer shall at all times be
       responsible for product(s) produced by Customer and for providing back-up
       for all software applications and data files stored in the Products.

14.0   FORCE MAJEURE

       Neither party shall be responsible for delays or failures in performance
       resulting from events or circumstances beyond the control of such party.
       Such events shall include but not be limited to acts of God, strikes,
       lockouts, riots, acts of war, epidemics, governmental acts or
       regulations, fires, communication line failures, power failures, and
       earthquakes. Force Majeure cannot be used to excuse or delay any payment
       obligation.

15.0   ARBITRATION

       Subject to these Terms and Conditions, any controversy or claim arising
       out of or relating to the Products covered in the quotation, or these
       Terms and Conditions, or any breach thereof, shall be settled in [INSERT
       APPLICABLE LOCATION] by arbitration in the English language in accordance
       with the Commercial Arbitration Rules OF [INSERT AMERICAN ARBITRATION
       ASSOCIATION



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


       OR INTERNATIONAL CHAMBER OF COMMERCE] and Judgment upon the award
       rendered by the Arbitrator(s) may be entered in any Court having
       jurisdiction thereof. Any award rendered by the Arbitrator(s) may include
       costs against either Party, but under no circumstances are the
       Arbitrator(s) authorized or empowered to award compensatory, punitive or
       multiple damages against either Party.

16.0   EXPORT ADMINISTRATION ACT

       Regardless of any disclosure by Customer to GeoQuest of the contemplated
       ultimate destination of the Products, Customer shall not export or
       re-export, directly or indirectly, any Product (or the "direct product"
       of any software Product) without first obtaining an export (or re-export)
       license from the Department of Commerce or other agency of the United
       States Government, as required.

17.0   APPLICABLE LAW AND SUCCESSORS

       These Terms and Conditions shall be construed and interpreted in
       accordance with the laws of the [INSERT STATE OF TEXAS OR UNITED
       KINGDOM]. These Terms and Conditions and this Software License are
       binding upon, and shall inure to the benefit of the heirs, personal
       representatives, authorized assignees, and successors in interest of the
       business of either Party, subject to Article 10.0.

18.0   INTEGRATION

       Service Descriptions and quotations that are the subject of Customer's
       order shall be considered part of these Terms and Conditions and are
       provided to Customer, or if not provided, are available to Customer upon
       request. GeoQuest's acceptance of Customer's order will form an agreement
       subject only to these Terms and Conditions and is expressly conditional
       on Customer's assent to these Terms and Conditions. THESE TERMS AND
       CONDITIONS WILL SUPERSEDE ANY PREVIOUS OR CONTEMPORANEOUS COMMUNICATIONS,
       REPRESENTATIONS, OR AGREEMENTS BY EITHER PARTY WHETHER VERBAL OR WRITTEN
       INCLUDING ANY TERMS AND CONDITIONS ON CUSTOMER'S ORDER. CUSTOMER HAS NOT
       RELIED UPON ANY REPRESENTATIONS, ORAL OR WRITTEN, EXCEPT AS ARE MADE IN
       THIS AGREEMENT. ANY MODIFICATION TO THESE TERMS AND CONDITIONS MUST BE
       IN WRITING AND SIGNED BY AUTHORIZED REPRESENTATIVES OF GEOQUEST AND
       CUSTOMER.

19.0   SEVERABILITY AND HEADINGS

       The unenforceability of any provision hereunder shall have no effect upon
       the remaining provisions, which shall continue in full force and effect.
       All paragraph headings are purely for convenience and do not form any
       part of these Terms and Conditions.

<PAGE>


                                    EXHIBIT B
                                    SOFTWARE

THE SOFTWARE DELIVERABLE SHALL CONSTITUTE ALL OF XOX's SHAPES TECHNOLOGY, SHALL
INCLUDE LIBRARIES SUPPORTED ON SUN, SGI, AND WINDOWS NT INTEL ARCHITECTURE
PLATFORMS, AND SHALL INCLUDE (WITHOUT LIMITATION):

(a) libShapes.a(.so), Shapes.lib(.dll), SHAPES Geometry Kernel
    [*]

(b) libShapesMT.a(.so), ShapesMT.lib(.dll), SHAPES Micro-Topology Module
    [*]

(c) libShapesIcdt.a(.so), Icdt.lib(.dll), SHAPES Incremental, constrained
Delaunay tessellator
    [*]

(d) libShapesWIntp.a(.so), ShapesWIntp.lib(.dll), SHAPES web interpolator
    [*]

(e) PATCH MODULES
    [*]

(f) libShapesWSmooth.a, ShapesWebSmooth.lib(.dll), SHAPES Web Smoother 
    [*]

(g) [*].



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


[*]

(h) DEBUGGING AND OTHER ANALYSIS TOOLS, INCLUDING MemStubs_{sgi, solaris}.obin,
MemError_d_{sgi, solaris}.o_bin, Mem_d_{sgi, solaris}.O_bin.

[*]



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


                                    EXHIBIT C
                                   ARBITRATION

Arbitration

       (a) Any dispute, controversy, claim or other matter in question between
the parties hereto arising out of or relating to this Agreement or any other
document or instrument executed by the parties hereto in connection with the
Agreement or contemplated in any of the foregoing, including all issues of fact
and law (for the purposes of this Exhibit C, the "Claim"), shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Commercial Arbitration Rules"), except as provided
in Section 5.02 and this Exhibit C. Without limiting the generality of the
foregoing, "Claims" shall also include any dispute, controversy, claim or other
matter in question rising out of or related to this Agreement or any document or
instrument executed by the parties hereto in connection herewith, it being the
purpose and intent hereof to evidence the agreement of all the parties hereto to
submit all Claims to arbitration, including claims for tortuous interference or
statutory claims arising before, during or after the termination of this
Agreement, providing that such claim touches upon matters covered by this
Agreement. Notice of demand for arbitration shall be filed in writing with all
parties to this Agreement as to whom the Claim is alleged and with the American
Arbitration Association (the "AAA"). For Claims in which the amount in
controversy or dispute is less than $500,000, the arbitration proceeding shall
be conducted by one impartial neutral arbitrator, and for Claims in which the
amount in controversy or dispute is $500,000 or more, the arbitration proceeding
shall be conducted by a panel of three impartial neutral arbitrators. Each
arbitrator (whether one or three, as applicable) shall be appointed from a panel
in accordance with the Commercial Arbitration Rules of the AAA; provided
however, (i) arbitrators shall be selected by the AAA from the listing of
proposed arbitrators (to be submitted to the parties to the dispute) on the
Texas Large Complex Case Panel, and if no arbitrator is selected from such Large
Complex Case Panel, then the arbitrators shall be selected in accordance with
the AAA rules from the Commercial Arbitration Panel List, and (ii) if the
requisite number of impartial neutral arbitrators cannot be selected and
appointed by the parties to the dispute from the first list of names submitted
by the AAA, then the AAA shall submit to each party to the dispute a second list
of names of persons chosen from the panel, and if a neutral impartial
arbitrator cannot be appointed for any reason from said second list, then the
AAA shall then be deemed authorized and directed to and shall select and
appoint, on behalf of all parties to the dispute, the requisite number (as
applicable) of impartial neutral arbitrators (but in no event shall the AAA
appoint an arbitrator whose name has previously been rejected by the parties to
the dispute). All persons submitted as prospective arbitrators by the AAA shall
be persons having substantial knowledge of substantive commercial laws and the
general issues in question for arbitration.

The arbitrator(s) shall honor and apply any common law or statutory defenses to
a Claim. This arbitration agreement permits any party to apply to a court of any
competent jurisdiction at any

<PAGE>


time for injunctive relief to maintain the status quo prior to any arbitration
and during the pendency thereof.

       (b) The arbitrator(s) shall conduct the arbitration proceeding in
Houston, Texas as provided hereinabove and in the Commercial Arbitration Rules.
Time is of the essence in connection with the conduct of such arbitration
proceedings, and the arbitrator shall conduct the proceedings as expeditiously
as possible. English shall be the exclusive language for conduct of the 
arbitration proceedings. The arbitrator rendering the judgment or award shall
deliver a brief written, reasoned opinion explaining such judgment or award and
the legal and factual reasons therefor. This agreement to arbitrate shall be
specifically enforceable under applicable law in any court of competent 
jurisdiction. The award rendered by the arbitrator shall be final, and such
judgment shall be entered upon it in accordance with applicable law in a court
having jurisdiction thereof. The parties hereto agree to expedite and cooperate
in obtaining the entry of judgment with respect to such award. A demand for
arbitration shall be made within a reasonable time after the Claim or other
matter in question has arisen. In no event shall the demand for arbitration be
made after the date when institution of legal or equitable proceedings based on
such Claim or the matter would be barred by applicable statutes of limitation.
The arbitrator rendering the judgment shall not, and is expressly denied the
power to, award exemplary or punitive damages to any party; provided that in the
event a court determines that the foregoing express waiver of punitive or
exemplary damages is unenforceable, then the arbitrator, and not a court, shall
determine if punitive or exemplary damages shall be awarded.

       (c) The party prevailing on substantially all of its claims shall be
entitled to recover its costs, including, the arbitrators' fees, and its
attorneys' fees for the arbitration proceedings, as well as for any ancillary
proceeding, including a proceeding to compel or enjoin arbitration, to request
interim measures, or to confirm or set aside an award. The parties shall be
entitled to engage in reasonable discovery, including requests for the
production of relevant documents. Depositions in excess of three per party may
be ordered by the arbitrator(s) only upon a showing of need.

<PAGE>


                                SCHEDULE 5.01(a)
                                 CONVEYED RIGHTS




                                      None

<PAGE>


                                SCHEDULE 5.01(b)
                                     CLAIMS





                                      None

<PAGE>


                                SCHEDULE 5.01(c)
                          LIENS AND SECURITY INTERESTS
                             THAT HAVE BEEN RELEASED


                                       [*]



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.


<PAGE>


                                SCHEDULE 5.01 (d)
                               THIRD PARTY CLAIMS


                                       [*]



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.

<PAGE>


                                SCHEDULE 5.01(e)
                              THIRD-PARTY SOFTWARE


                                      [*]



[*] Confidential portion has been omitted and filed separately with the
    Securities and Exchange Commission.