SOFTWARE LICENCE AGREEMENT




                          AUGMENT SYSTEMS INCORPORATED
                          POLYBUS SYSTEMS CORPORATION


                             As of January 22, 1999





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 1   Augment and Polybus mutually agree to terminate the agreement of Augment 1,
     1996, except that Sections 6, 9, 10 and 11 shall survive,

 2.  Augment  will  grant to  Polybus a  perpetual,  irrevocable,  royalty  free
     license to use,  modify and sub-license for the Augment NT Client in source
     code and  binary  form,  said NT  Client  being  the same as most  recently
     provided to Augment  licensee Avid Technology  Inc.,  subject to conditions
     set forth below.

 3.  Polybus  acknowledges  that  Augment has  entered  into a license of the NT
     Client with Avid Technology Inc. (the "Augment/Avid  License"),  as copy of
     which is  herewith  provided.  Polybus  agrees  that it will not  knowingly
     interfere with Augment's contractual rights in the Augment/Avid License.

     Polybus further agrees that for a Period of 18 months from the date of this
     agreement it will not license, sell or transfer the NT client for a purpose
     that competes with  Augment's  license of the NT Client to Avid  Technology
     Inc.,  provided,  however,  that in the event that the Augment/Avid License
     has been terminated by either Party,  or otherwise  ceases to be in effect,
     then in that event, the restriction set forth herein shall expire,

 4,  The Parties  acknowledge that the Polybus Agreement restricts Augment's use
     of  Polybus  owned  software  code,  but does not  restrict  the use of the
     Polybus protocol.

 5.  The NT Client and its source code, in its present  form,  shall be owned by
     Augment. Each Party shall own any derivative work developed by that Party.

 6.  Polybus  Will  grant to  Augment a  perpetual,  irrevocable,  royalty  free
     license to use, copy and modify the Polybus Macintosh Client in source code
     or binary form for internal use and  development by Augment,  The Macintosh
     Client,  as  delivered  to  Augment in  accordance  with the August 1, 1996
     agreement,  shall be owned by Polybus.  Each Party shall own any derivative
     work developed by that Party.

 7.  Polybus grants to Augment a perpetual, worldwide, irrevocable, nonexclusive
     right and licence to  manufacture,  grant  sublicenses to Augment OEM's and
     VAR  customers  ("Augment  customers")  and  distribute  Polybus  Macintosh
     Client in binary code form and only in  conjunction  with Augment  hardware
     products purchased from Augment, in accordance with the following schedule:


               COPY SUB-LICENCED          MARGINAL BINARY CODE ROYALTY
               -----------------          ----------------------------
            Copy #1 through #4,999            US $ 100.00 per copy
          Copy #5,000 through #9,999           US $60.00 per copy
         Copy #10,000 through #12,499          US $30.00 per copy
           Copy # 12,500 or greater            US $0.00 per copy




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 8.  Polybus grants to Augment a perpetual, irrevocable,  nonexclusive right and
     license to manufacture  distribute and  sub-license to AUGMENT's  customers
     and  partners  source  code  copies of the  Polybus  Macintosh  Client  for
     AUGMENT's  customers'  internal  use  only,  and only in  conjunction  with
     Augment hardware products purchased from Augment.

 9.  Except as otherwise set forth in this Agreement, neither Party may, without
     the prior  written  consent of the other  Party,  assign or  transfer  this
     Agreement  or  any  obligation  incurred   hereunder,   except  by  merger,
     reorganization,  consolidation, or sale of all or substantially all of such
     Party's assets.  Any permitted assignee shall assume all obligations of its
     assignor under this Agreement.  No assignment shall relieve either Party of
     responsibility  for the performance of any accrued  obligation,  which such
     Party then has hereunder.

 10. The Parties  acknowledge that a breach of any of the terms,  provisions and
     conditions of this  Agreement will cause such damage as will be irreparable
     and the exact amount of which will be  impossible  to  ascertain.  For that
     reason the Parties agree that the non-breaching party shall be entitled, as
     a  matter  of  right,   to  an  injunction  from  any  court  of  competent
     jurisdiction,  restraining  any  threatened  or further  violation  of this
     Agreement, Such right to an injunction,  however, shall be cumulative,  and
     in addition to whatever other remedies the non-breaching  party may have to
     protect its rights,

 11. Polybus  agrees  that  for a  period  of 6  months  after  the date of this
     agreement it will not license,  sell or transfer the NT Client to any third
     party,





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

                         AUGMENT SYSTEMS INCORPORATED


                         By:______________________________________
                            Duane A. Mayo, Chief Financial Officer




                         POLYBUS SYSTEMS CORPORATION


                         By:______________________________________
                            Herb.Jacobs, President