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                                                                   EXHIBIT 10.13

Effective Date: As of April 1, 1999

This Agreement is between Seagull Software Systems, Inc., a Georgia corporation
with a principal place of business at 3340 Peachtree Road NE, Suite 900,
Atlanta, GA 30326 ("SEAGULL") and J. D. Edwards & Company, a Colorado
corporation with a principal place of business at One Technology Way, Denver CO
80237 ("Customer").

INTRODUCTION

SEAGULL's J Walk(TM) product line includes J Walk Developer, which is used by
software development professionals to build enhancements to existing AS/400
applications. J Walk Developer yields .JWR Files. In order to operate, .JWR
Files require (1) J Walk Server base license(s) corresponding to the AS/400 that
hosts the enhanced application; and (2) J Walk Client licenses for any and all
concurrent end-users of the .JWR Files and, optionally; (3) Additional J Walk
Server licenses.

SEAGULL's GUI/4007"" product line includes GUI/400 ADK, which is used by
software development professionals to build enhancements to existing AS/400
applications. GUI/400 ADK yields .AWR Files. In order to operate, .AWR Files
require GUI/400 RTS Pro licenses for any and all concurrent end-users of the
 .AWR Files.

Customer has used J Walk and GUI/400 to enhance its WorldSoftware application;
marketing the enhancements as an additional product called "WorldVision".

DEFINITIONS

A.   "Developer Tools" means J Walk Developer or GUI/400 ADK

B.   "Client Licenses" means GUI/400 RTS Pro or J Walk Client in object code
     form

C.   "GUI Panel Files" means .JWR files and/or .AWR files

D.   "Components" means Client Licenses and/or J Walk Server in object code form
     and all corrections and updates thereto which Customer is eligible to
     receive under this Agreement, plus associated user documentation in
     machine-readable form

E.   "End Users" means an individual or entity that licenses Customer's
     Application that has been enhanced with J Walk and/or GUI/400

F.   "Customer's Application" means Customer's commercial software application
     currently known as WorldSoftware.

WHEREAS:

A.   SEAGULL develops, markets, and maintains J Walk and GUI/400 and is
     currently shipping J Walk version 3.x and GUI/400 version 4.x; and

B.   Customer has licensed J Walk Developer and GUI/400 ADK to develop a
     graphical user interface ("GUI") and other enhancements for Customer's
     Application; and

C.   Customer distributes to licensed users of Customer's Application GUI Panel
     Files in object code form in accordance with the terms of the J Walk
     Developer and/or GUI/400 ADK Software License Agreement; and

D.   Client Licenses and J Walk Server are SEAGULL products which are required
     to activate Customer's GUI Panel Files; and

E.   Customer wishes to facilitate GUI installation by also providing the Client
     Licenses and J Walk Server to licensed users of Customer's Application
     whether such licensed users are in Customer's organization or in third
     party organizations ("End Users") in accordance with certain terms and
     conditions;

NOW, THEREFORE, the parties hereto have executed this Agreement and agree to be
bound by the terms and conditions hereof.

Attached hereto and incorporated by reference are the following documents:

Exhibit A: J Walk Developer Software License Agreement

Exhibit B: GUI/400 ADK Software License Agreement

Exhibit C: Standard Software License Agreements for the Components

Exhibit D: Price Schedule

Exhibit E: Support Services Agreement

Exhibit F: Escrow Agreement

1. GRANT OF LICENSE

A.   SEAGULL hereby grants to Customer a non-transferable, worldwide,
     non-exclusive, restricted right to (x) reproduce and/or have reproduced by
     its authorized agent and (y) distribute Components to End Users, directly



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     or through Customer's authorized distributors, subject to and in accordance
     with the terms of this Agreement. Customer may reproduce and distribute
     Components:

     i.   Only to End Users of Customer's Application for use solely with
          Customer's Application.

     ii.  Only in conjunction with, linked to, and incorporated as part of
          Customer's Application. No distribution may be made of Components as a
          stand-alone product or in any form other than in conjunction with,
          linked to and incorporated into Customer's Application.

     iii. Only to End Users in countries with copyright and proprietary rights
          regulations sufficient to protect the Components in accordance with
          the License Agreement.

     iv.  All distribution to and use by End Users must be subject to a software
          license agreement no less restrictive or materially less protective of
          SEAGULL's rights in the Components than SEAGULL's applicable standard
          software license agreements for the Components attached hereto as
          Exhibit C. For each jurisdiction in which Customer distributes the
          Components, it is Customer's responsibility to use a software license
          agreement which complies with the laws of the jurisdiction.

     v.   Including any and all of SEAGULL's trade secret, copyright, patent,
          and trademark notices originally included in the Components as
          provided to Customer by SEAGULL.

B.   Customer agrees not to reverse engineer, reverse compile, or otherwise
     disassemble the Components.

C.   Under this license, Customer may copy, modify, revise and distribute to End
     Users any user documentation provided with the Components without
     limitation.

D.   A reasonable number of copies of the Components may be used by Customer
     employees on Customer computers at no charge for demonstration purposes.
     From time to time, with SEAGULL's written approval, demonstration copies
     may be provided to Customer's business partners and/or prospects subject to
     any terms and conditions specified by SEAGULL.

E.   Unless otherwise modified by express reference in this Agreement, Customer
     agrees that Customer's use of J Walk Developer is governed in all respects
     by the J Walk Developer Software License Agreement attached hereto as
     Exhibit A and Customer's use of GUI/400 ADK is governed in all respects by
     the GUI/400 ADK Software License Agreement attached hereto as Exhibit B.

F.   The parties acknowledge that the Developer Tools and Components utilize
     security devices and authorization codes (currently, physical devices and
     software programs for the Developer Tools and a software license manager
     for the components) to assist with the prevention of unauthorized or
     unlicensed use of such software. Customer agrees not to interfere with the
     operation of such security devices or authorization codes. Upon execution
     of this Agreement and from time to time, SEAGULL will provide to Customer
     sufficient security devices and authorization codes for Customer to utilize
     the licensed copies of J Walk Developer and GUI/400 ADK during the term.

G.   The rights of Customer to demonstrate, reproduce and distribute the
     Components may be exercised by a Customer business partner who preloads the
     Customer Application on an AS/400 and ships the pre-configured software and
     hardware to an End User or other business partner, so long as Customer
     causes such direct or indirect business partners to be bound by all the
     terms and conditions of this Agreement, including without limitation,
     subsection 1.A.ii above, except that the fees payable by such End User or
     business partner and other economic terms (collectively, "Economic Terms")
     may be established by Customer (subject to the obligations of Customer to
     pay SEAGULL the fees hereunder). Customer agrees that all authorization
     codes for End Users shall be generated by Customer from the Authorization
     Code Generator (defined in Section 2 hereof) and not by any business
     partner. Customer shall indemnify and hold harmless SEAGULL from and
     against any and all losses, costs and damages arising from the failure to
     cause such business partners to be bound by the terms and conditions of
     this Agreement.

H.   The rights of Customer to demonstrate, reproduce and distribute the
     Components may be exercised by a Customer business partner who operates the
     Customer's Application combined with the Components in an outsourcing
     environment (such as serving multiple copies of Customer Applications on a
     single computer server or multiple Customer Applications on multiple
     computer servers), so long as (i) Customer causes such business partner to
     be bound by all the terms and conditions of this Agreement, including
     without limitation, subsection 1.A.ii above, except for Economic Terms
     (subject to the obligations of Customer to pay SEAGULL the fees hereunder),
     (ii) Customer provides to SEAGULL at least semiannually a list in writing
     of all such business partners prior to the time that such business partner
     begins to provide timeshare services utilizing the Components, (iii)
     Customer provides to SEAGULL at least semiannually a list in writing of all
     End Users who receive or are to receive services utilizing the Components
     from each such business partner prior to or



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     contemporaneously with the provision of such services by such business
     partner, and (iv) Customer issues a separate authorization code from the
     Authorization Code Generator for each single customer of Customer, even if
     multiple customers share a single computer server, such that no customer of
     Customer shares common Component files with another customer of Customer.
     Customer shall indemnify and hold harmless SEAGULL from and against any and
     all losses, costs and damages arising from the failure to cause such
     business partners to be bound by the terms and conditions of this
     Agreement.

2. AUTHORIZATION CODES

     Upon execution of this Agreement, SEAGULL will provide to Customer a
     computer software program in executable code only that is designed to
     generate authorization codes ("Authorization Code Generator") which
     activates the license management routines within the Components. Customer
     is licensed to use the Authorization Code Generator internally during the
     term solely for the purposes of generating the authorization codes required
     to activate the Components sublicensed by Customer. The Authorization Code
     Generator itself will automatically expire on each anniversary of the
     Effective Date. So long as Customer is not in default under the terms and
     conditions of this Agreement, SEAGULL will reactivate the Authorization
     Code Generator promptly at or before the Authorization Code Generator
     expires. Customer acknowledges and agrees that the Authorization Code
     Generator automatically generates and sends to SEAGULL certain information
     about each End User, including the following:
     a. End User Company Name
     b. AS/400 Serial Number and Location (City, State/Province, Country)
     c. Number of Client Licenses requested

     Customer shall not interfere with the operation of the Authorization Code
     Generator or prevent the information generated by the Authorization Code
     Generator from being delivered electronically to SEAGULL.

3. FEES AND PAYMENT

     In consideration for the rights and privileges granted under this
     Agreement, Customer shall pay to SEAGULL a license fee for each Client
     License requested as described in Section 2 above or otherwise distributed
     directly or indirectly by Customer to End Users for use as contemplated by
     this Agreement. All requests for Client Licenses as described above shall
     be considered to be governed by this Agreement. The license fee payable
     shall be in accordance with the price schedule attached hereto as Exhibit
     D. For clarification purposes, the parties acknowledge that there is no
     separate license fee payable for copies of the J Walk Server software, the
     license fees for such software being based on the number of concurrent
     users of the Client Licenses.

     SEAGULL shall invoice Customer quarterly for all license fees, sales, use,
     value added and similar taxes, and shipping charges (if any) accrued during
     the quarter and Customer agrees to pay such invoices within twenty (20)
     days of receipt. Past due amounts will be subject to a late fee of 1.5% per
     month. Security devices may interrupt the use of software for which fees
     due have not been paid.

4. SUPPORT SERVICES

     Support services as defined per the Support Services Agreement attached
     hereto as Exhibit E are included at no additional charge for the term of
     this Agreement. In accordance with SEAGULL's standard procedures, support
     services are provided to Developer Kit licensees.

     Customer is considered to have a valid license for the following
Development Kits.

          5 GUI/400 ADK
          5 J Walk Developer

     Customer shall receive one master copy of software updates (including
     updates to the Components) for the above-referenced Developer Kits and may
     apply such software updates to each of said Developer Kits. In turn,
     Customer may provide applicable updates to the Components to any and all
     End Users for whom a license fee has been paid to SEAGULL in accordance
     with the terms of this Agreement. Such updates may also be distributed to
     End Users licensed to use the Components prior to the effective date of
     this Agreement under prior agreements between the parties. Notwithstanding
     the foregoing, SEAGULL may elect not to provide Customer with new versions
     of J Walk Server that incorporate functional enhancements that increase the
     capabilities of J Walk Server beyond the capabilities provided as of the
     Effective Date ("New Versions"). Any license of New Versions is subject to
     each party mutually agreeing to such license at a later time. For the
     purposes of describing whether additional capabilities are incorporated
     into a version of J Walk Server, the capabilities of J Walk Server are
     currently as follows: J Walk Server connects to the Customer Application
     running on AS/400 computers, maintains a persistent connection, stores and
     manages user interface definitions (i.e., .JWR files and .AWR files) and
     delivers a thin client viewer to Microsoft Windows and JAVA users. To the
     extent that any New



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     Versions are not provided to Customer without charge, Seagull shall develop
     and provide to Customer without charge an update to the Developer Tools and
     Components, as applicable, that contains any error corrections contained in
     such New Versions that are applicable to the versions of such software
     licensed by Customer herein.

     Customer may designate up to ten individuals who are authorized to contact
     SEAGULL Customer Support for hotline telephone support services.

     CUSTOMER SHALL REMAIN SOLELY RESPONSIBLE TO END USERS FOR SUPPORT, SERVICE,
     UPDATES, MAINTENANCE OR TECHNICAL ASSISTANCE. END USERS SHALL HAVE NO RIGHT
     TO CONTACT SEAGULL DIRECTLY FOR CUSTOMER SUPPORT AND MAINTENANCE SERVICES
     UNDER THIS AGREEMENT.

5. TITLE

     Customer acknowledges that the Components are proprietary to SEAGULL and
     that SEAGULL retains all right, title and interest in and to the
     Components, including without limitation all copyrights and other
     proprietary rights.

6 TERM

     The term of this Agreement shall commence on April 1, 1999 and end on
     October 31, 2001, unless terminated in accordance with Section 7 below.

7. TERMINATION

     Either party may terminate this Agreement by written notice to the other
     party under the following conditions:

     A.   If the other party shall file petition of bankruptcy, shall be
          adjudicated bankrupt, shall take advantage of the insolvency laws as a
          debtor of any jurisdiction to which it is subject, shall take
          assignment for benefit of creditors, shall be voluntarily or
          involuntarily dissolved, admit in writing its inability to pay debts
          as they come due, or shall have a receiver, trustee or any other
          officer appointed for its property and such receiver, trustee or other
          court officer not dismissed within ninety (90) days of his/her
          appointment.

     B.   Should either party fail to fulfill any of its material obligations
          hereunder and shall have failed to cure such default within thirty
          (30) days after receipt of written notice describing such default, the
          nondefaulting party may, at its option, terminate this Agreement by
          giving written notice of termination to the defaulting party,
          effective immediately.

     C.   In the event that Customer has not purchased at least 25,000 Client
          Licenses during the period beginning April 1, 1999 and ending October
          31, 2000; SEAGULL shall have the right in its sole discretion to
          terminate this Agreement by written notice, effective immediately.

8. EFFECT OF TERMINATION

     Upon the expiration or earlier termination of this Agreement, Customer
     shall have no further right to market or grant rights with respect to the
     use of the Components except that:

     A.   Customer may continue to grant rights, in accordance with the
          provisions of this Agreement, for a period of one hundred eighty (180)
          days following the expiration or earlier termination of this Agreement
          in order to complete quotations or orders made prior to the date of
          such expiration or earlier termination ("Wind-Down Use") provided
          however that Wind-Down Use shall be null and void in the event of
          termination of this Agreement by SEAGULL for cause as described in
          Section 7.13 above.

     B.   In the event of (i) expiration of this Agreement or (ii) SEAGULL's
          termination of this Agreement in accordance with the provisions of
          Section 7.C above, Customer shall have the right to license the
          Components for distribution to End Users under SEAGULL's then-current
          standard commercial terms, conditions and pricing. So long as SEAGULL
          provides for a program of support for the Components licensed by an
          End User, after the term hereof SEAGULL agrees to provide software
          support to End Users subject to all of the terms and conditions of
          SEAGULL's then-current standard commercial terms, conditions and
          pricing.

     C.   Upon the expiration or earlier termination of this Agreement, End
          Users may continue to use the Components in perpetuity provided
          appropriate license fees have been paid to SEAGULL therefor, and
          provided such use is in accordance with the terms of this Agreement.

     D.   In the event of termination or expiration of this Agreement, the
          provisions of Sections 3, 5, 8 through 14, 16, 17, 18, 20, 21, 22, 23,
          24, 27, and 28 shall survive in perpetuity, unless otherwise expressly
          limited.



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9.  WARRANTIES AND INDEMNIFICATION FOR COPYRIGHT INFRINGEMENT

    SEAGULL hereby warrants and represents that the Software is valid and
    existing and that SEAGULL owns, or has licensed from the owner, all rights
    in the Software necessary to grant the rights herein and there are no
    conflicting claims relating to the rights granted herein. The use of
    SEAGULL's software as described herein shall not infringe the copyrights,
    trademarks, U.S. patents issued as of the Effective Date, and trade secrets
    of any third party. As Customers' sole remedy for any breach of any warranty
    in this paragraph, SEAGULL agrees to indemnify and hold Customer and End
    Users harmless from all loss, expense and damage arising out of any legal
    action or suit based upon any claim that the Components infringe on a
    copyright, trademarks or trade secrets of any third party, excluding any
    claim of such party for consequential damages for losses, profits or
    otherwise. By way of clarification, the parties agree that damages in the
    nature of a royalty or license fee claimed by a third party alleging an
    infringement of such third party's intellectual property rights shall not be
    deemed a claim for consequential damages or lost profits. SEAGULL will
    defend, at its own expense, any action brought against Customer or End Users
    to the extent that it is based on such claim, and will pay all costs and
    damages finally awarded in any such suit, including attorney's fees incurred
    by Customer or End Users on the conditions: (i) that SEAGULL be notified
    promptly in writing by Customer or End User of any notice of any such claim;
    and (ii) that SEAGULL shall have sole control of the defense of any actions
    against such claim in negotiations toward a settlement or a compromise.

    SEAGULL further warrants that to the best of its knowledge, at the time of
    shipment from SEAGULL the Software is free of any and all viruses, Trojan
    horses, trap doors or any other devices or mechanisms which are intended to
    cause the Software to perform any material functions other than those
    specified or intended by SEAGULL's published product specifications and that
    are intended to halt, disrupt, or sabotage the operation of the Software,
    excluding, however the disabling procedures permitted under this Agreement.

    SEAGULL further warrants that for a period of thirty (30) days following the
    date of installation of the Software at an End User site pursuant to a
    license granted by Customer for the Software, the Software will perform
    substantially in accordance with SEAGULL's published specifications in
    effect on the date of such installation. SEAGULL further warrants that the
    published specifications for the Software are accurate in all material
    respects however the Software is subject to continued revision and may, at
    times, be at variance with such published product specifications and may
    contain immaterial defects or errors. During the warranty period, SEAGULL
    agrees to correct all substantive errors in the unmodified Software as
    reported in writing by Customer, and Customer and its End Users will be
    entitled to all corrections to the unmodified Software at no charge.

    SEAGULL represents and warrants that the most current releases and all
    subsequent releases of the Components (as further described in this Section)
    are Millennium Compliant. For purposes of this provision, "Millennium
    Compliant" means that the Components: (i) accurately processes date data
    (including, but not limited to, calculating, comparing and sequencing) from,
    into, and between the twentieth and twenty-first centuries, and (ii)
    operates during the time period specified above without error or
    interruption relating to date data which represents or references different
    centuries or more than one century, provided that all products (e.g.,
    hardware, software and firmware) used in combination with the Components
    properly exchange date data with the Software. For the purposes of this
    Section 9, the most current releases of the Components include (i) GUI/400
    RTS Pro release 3.3C2 and higher and (ii) J WALK CLIENT AND J WALK SERVER
    RELEASE 2.2 AND HIGHER.

10. DISCLAIMER OF WARRANTY

    EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE COMPONENTS,
    DEVELOPER TOOLS, ALL DOCUMENTATION THEREOF, AND ALL SERVICES PROVIDED
    HEREUNDER ARE PROVIDED "AS IS." SEAGULL MAKES NO REPRESENTATION NOR
    WARRANTIES, EXPRESSED NOR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER
    REGARDING THE COMPONENTS OR DEVELOPER TOOLS OR THEIR USE AND OPERATION ALONE
    OR IN COMBINATION WITH CUSTOMER'S APPLICATION OR OTHERWISE. Customer shall
    indemnify, defend, and hold SEAGULL harmless from any and all claims,
    damages, losses, liabilities, costs and expenses (including reasonable
    attorney's fees) arising out of or in connection with Customer's granting to
    End Users, business partners or other third parties greater warranties or
    indemnifications than are provided to Customer by SEAGULL under this
    Agreement or by any representations made by or on behalf of Customer that
    are in addition to or in conflict with representations made by SEAGULL in
    writing. SEAGULL shall promptly notify Customer of any such claim and shall
    provide reasonable cooperation and assistance in connection with such
    claims. Neither Customer, its employees, agents, or distributors have any
    right to make any other representation, warranty or promise with respect to
    the Components.



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11. LIMITATION OF LIABILITY

     Neither SEAGULL nor Customer shall be liable for any loss of earnings,
     profit or good will suffered by any person including the other party's
     customers or for any incidental or consequential damages of any other
     person whatsoever or howsoever caused even if either party had been advised
     of the possibility of such damages caused either directly or indirectly by
     the furnishing of the Components pursuant to this Agreement or for any
     other loss of business or damage to the other party or the other party's
     customers except where such loss or damage is caused by the gross
     negligence or willful misconduct on the part of such party, its agents,
     employees, independent contractors or persons acting under its direction or
     control. No action, regardless of form, arising out of the transactions
     under this Agreement may be brought by Customer more than one (1) year
     after the cause of action has occurred.

12. INDEMNIFICATION BY CUSTOMER

     Except as otherwise explicitly provided in this Agreement, Customer shall
     indemnify, defend, and hold SEAGULL harmless from any and all claims,
     damages, losses, liabilities, costs and expenses (including reasonable
     attorney's fees) arising out of or in connection with Customer's
     distribution of the Components or the use of the Components incorporated in
     Customer's Application. SEAGULL shall promptly notify Customer of any such
     claim and shall provide reasonable cooperation and assistance in connection
     with such claims.

13. EXPORT

     Customer may not export or re-export the Components except as authorized by
     United States law and the laws of the jurisdiction in which Customer's
     Application was obtained. In particular, but without limitation, the
     Components may not be exported or re-exported (i) into (or to a national or
     resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other U.S.
     embargoed country (unless such countries cease to be so limited by United
     States laws or regulations) or (ii) to anyone on the U.S. Treasury
     Department's list of Specially Designated Nationals or the U.S. Department
     of Commerce's Table of Denial Orders. Subject to the foregoing, Customer
     may export or re-export the Components.

14. CONFIDENTIAL INFORMATION

     Each party to this Agreement may furnish the other party to this Agreement
     with certain proprietary or nonpublic information (the "Disclosed
     Information"). The furnishing party shall be the "Discloser" and the
     receiving party shall be the "Recipient".

          For purposes of this Agreement, Confidential Information is defined
     as:

          (i)  Disclosed Information in printed, written, electronic, graphic,
               photographic or other tangible form marked as "Confidential",
               "Proprietary", "Private", "Restricted", or "Trade Secret" by
               Discloser;

          (ii) Customer's Application, the Components, and Developer Tools
               (collectively, the "Confidential Software");

         (iii) Disclosed Information in oral or demonstrative form, recorded as
               written minutes or notes of such presentations, which minutes or
               notes must be so marked and provided to Recipient within thirty
               (30) days after the date of disclosure of the Disclosed
               Information;

          (iv) Disclosed Information relating to unreleased products or
               resolution of technical problems;

          (v)  all items generated by the Recipient that contain, reflect, or
               are derived from Confidential Information under the preceding
               clauses (i), (ii), (iii), and (iv); and

          (vi) the prices and other economic terms of the parties' relationship
               with each other.

     Confidential Information shall not include information that:

          (i)  is or becomes part of the public domain without violation of this
               Agreement by Recipient;

          (ii) is already in Recipient's possession free of any restriction on
               use or disclosure;

         (iii) becomes available to Recipient from a third party provided that
               such party was free from restriction on disclosure of the
               information; or

          (iv) has been independently developed by Recipient.



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If Recipient is required by legal proceeding discovery request, Freedom of
Information Act (or state equivalent) request, investigative demand, subpoena,
court or government order to disclose Confidential Information, Recipient may
disclose such Confidential Information provided that:

     (i)  the disclosure is limited to the extent and purpose legally required;
          and

     (ii) prior to any disclosure, Recipient shall immediately notify Discloser
          in writing of the existence, terms, and conditions of the required
          disclosure and, at Discloser's request and expense, cooperate in
          obtaining a protective order or other reliable assurance that
          confidential treatment will be accorded the Confidential Information.

Except as may be otherwise specifically permitted under this Agreement,
Recipient shall hold the Confidential Information in confidence and only
disclose the Confidential Information to its officers, employees, consultants,
counsel, independent contractors, or agents (collectively "Representatives")
who: need the Confidential Information to assist the Recipient for an Authorized
Purpose; are under a legal obligation not to disclose the Confidential
Information; and

     (i)  for other than Recipient's employees, have executed a nondisclosure or
          confidentiality agreement with Recipient, a copy of which shall be
          supplied to Discloser upon request, at least as protective as this
          Agreement of the Confidential Information of Discloser.

     (ii) Customer may also disclose the Components to customers and business
          partners of Customer so long as such persons and entities enter into
          written obligations of nondisclosure or confidentiality preventing
          disclosure or use except as expressly authorized under the terms of
          the license of the Components, which terms shall be no greater than
          the license rights expressly allowed hereunder to such customers and
          business partners of Customer.

Recipient shall be responsible for any violation of this Agreement by its
Representatives and shall use reasonable efforts to restrain its Representatives
(including Representatives who, subsequent to the date of this Agreement, become
former Representatives) from unauthorized use or disclosure of the Confidential
Information.

Recipient shall not export, re-export, or otherwise transmit, directly or
indirectly, any software, information, data, or other materials received from
Discloser except in full compliance with all United States and other applicable
laws and regulations.

Neither the existence of this Agreement nor any disclosure of Confidential
Information grants the Recipient any license or rights to or in any Confidential
Information. Recipient shall not remove any copyright, trademark, patent, or
other proprietary legend on or in the Confidential Information of Discloser. All
Confidential Information shall, between Discloser and Recipient, remain the
property of Discloser. Upon Discloser's written request, Recipient shall
promptly: return all Confidential Information (except for the Confidential
Software) of Discloser; and

          destroy, and provide written certification to Discloser of such
          destruction, all other materials embodying the Confidential
          Information of Discloser.

Notwithstanding the preceding sentence, Recipient shall be entitled, solely for
dispute resolution purposes, to

     (i)  retain one copy of the Confidential Information, including any
          embodiments. Any such retained copy shall continue to be governed by
          the terms and conditions of this Agreement notwithstanding any
          termination of this Agreement.

     The parties stipulate that a breach of this section 14 by Recipient will
cause immediate and irreparable harm and significant injury to Discloser, for
which there is no adequate remedy at law and that Discloser shall be entitled,
in addition to any other rights and remedies it may have, to specific
performance and other equitable remedies to restrain any threatened, continuing,
or further breach of this Agreement without proof of actual damages sustained by
Discloser. Recipient shall immediately advise Discloser of any discovered breach
by Recipient or its



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     Representatives of this Agreement and shall reasonably cooperate, at
     Recipient's expense, with Discloser in retrieving the disclosed
     Confidential Information and restricting any continuing breach

     The obligations of this Section 14 shall remain in effect during the term
     hereof and, with respect to that Confidential Information that is a trade
     secret under law, for so long as such information remains a trade secret
     thereafter, and with respect to Confidential Information that is not a
     trade secret under law, for a period of three years thereafter. This
     section shall survive any termination of this Agreement.

15. SOURCE CODE ACCESS

     SEAGULL agrees to maintain current versions of source code for the
     Components in deposit with Data Securities International ("DSI") or such
     source code escrow service as is mutually agreeable to the parties, and to
     register Customer as party that may have access to all such source code
     under terms and conditions equal in all material respects to the source
     code escrow account currently maintained per the attached Exhibit F.

     Customer shall bear the fees charged by escrow agent to maintain such
     source code escrow account.

     In the event of termination of this Agreement, SEAGULL's obligation to
     maintain the above-referenced source code escrow agreement shall terminate
     unless Customer and SEAGULL enter into a written maintenance services
     agreement mutually acceptable to the parties.

16. TAXES

     Customer shall pay all taxes related to orders placed under this Agreement
     including without limitation any sales or use tax and any import duties
     (and any related interest or penalty), except any income tax imposed upon
     SEAGULL by any government entity.

17. BOOKS AND RECORDS'

     At its cost, SEAGULL shall be entitled to inspect Customer's books and
     records pertaining to the subject matter of this Agreement upon reasonable
     notice to Customer and during normal business hours, during the term hereof
     and for a period of 2 years after termination of this Agreement.

18. NOTICES

     Notices and other communications hereunder shall be in writing or by
     facsimile transmission subsequently confirmed in writing, and shall be
     deemed to be given when transmitted or disposed in the United States mail,
     postage pre-paid, return receipt requested, addressed to the Contracts
     Administration department of the parties as listed above or as such
     addresses may be changed by written notice.

19. ASSIGNMENT

     Except as otherwise provided in this Agreement, neither party may assign
     any of its rights under this Agreement, by operation of law or otherwise,
     without the written consent of the other party, such consent not to be
     unreasonably withheld, and any such attempted assignment shall be void.
     Without limiting the right to withhold consent for other reasonable
     reasons, either party may reasonably withhold their consent to a sale or
     transfer to a competitor of such party. A transfer over fifty percent (50%)
     of the outstanding stock of a party, a sale of substantially all the assets
     of such party, or a transfer of control shall be deemed to be an assignment
     for the purposes of this Section. SEAGULL may condition its consent to any
     assignment or transfer as described above by requiring this Agreement to be
     amended such that the functionality of the Customer Application not be
     changed from the functionality in existence immediately before such
     transfer event. Notwithstanding the foregoing, this Section shall not
     prevent SEAGULL from offering its stock in a public offering, and SEAGULL
     may assign this Agreement pursuant to a complete assignment in conjunction
     with the transfer by sale of substantially all of the assets of SEAGULL,
     transfer of stock, or merger. Notwithstanding the foregoing, either party
     may partially or wholly assign any or all of its rights and/or obligations
     to an entity controlled by, controlling, or under common control of the
     assigning entity without the consent of the other party. Any assignment
     which is permitted under this provision, or to which consent is give, shall
     be binding upon, inure to the benefit of, and be enforceable by the
     assignee and any successors in interest of the assignee.

20. RELATIONSHIP OF THE PARTIES

     Nothing stated in this Agreement will be construed as creating the
     relationships of joint venturers, partners, employer and employee,
     franchiser and franchisee, master and servant, or principal and agent.

21. SEVERABILITY

     If any provision of this Agreement shall be found to be illegal or
     unenforceable, the other provisions of this Agreement will remain in full
     force and effect.



                                      -8-
<PAGE>   9


22. ENTIRE AGREEMENT

     This Agreement (a) supersedes in full all prior discussions and agreements
     between the parties relating to the Components including but not limited to
     the Original Software Vendor Marketing and License Agreement between J. D
     Edwards World Source Company and Seagull Business Software b.v. and all of
     its addenda and attachments, (b) constitutes the entire Agreement between
     the parties regarding the Components, and (c) may be modified or
     supplemented only by a written document signed by an authorized
     representative of each party. The foregoing notwithstanding, the terms and
     conditions of any purchase order or other ordering document issued by
     Customer in connection with this Agreement which are in addition to or
     inconsistent with the terms and conditions of this Agreement shall not be
     binding on SEAGULL and shall not be deemed to modify this Agreement. Any
     existing agreement of nondisclosure between the parties or their respective
     affiliates shall be supplemented but not superceded by this Agreement, and
     such agreements shall remain in full force and effect.

23. EXPRESS ACKNOWLEDGEMENT OF FULFILLMENT OF PRIOR PAYMENT OBLIGATIONS

     Upon receipt by SEAGULL of payment for Invoice #006863 dated February 19,
     1999 in the amount of $752,800.00, SEAGULL hereby expressly agrees that all
     payment obligations of Customer for software and services consumed,
     distributed, or otherwise used by Customer at any time prior to April 1,
     1999 (the "Prior Period"), including but not limited to distribution of the
     Components to End Users, are hereby fulfilled and that no further payment
     of any kind shall be due to SEAGULL for the Prior Period. This waiver is
     conditioned upon Customer's representation that Components distributed to
     Customer's business partners at no charge during the Prior Period are not
     in productive use. If in the course of activities under this Agreement it
     is discovered that business partners who originally received the Components
     at no charge are using Components for productive use, license fees shall be
     due and payable therefor per the terms of this Agreement. The payment
     described above and the payments set forth herein shall also entitle
     Customer to receive the support services described in Exhibit E that are
     attributable to End Users who received their licenses to the Components
     from Customer during the Prior Period as a result of the agreements then in
     effect between SEAGULL and Customer. At the end of the term hereof, in the
     event that this Agreement is not renewed or replaced by another agreement
     between SEAGULL and Customer, SEAGULL agrees to offer such support services
     to Customer attributable to those customers of Customer for whom Customer
     then has obligations of support for the Components until the end of the
     term of those support obligations, upon such terms and conditions,
     including without limitation payment terms, as are agreed between SEAGULL
     and Customer.

24. GOVERNING LAW AND VENUE

     This Agreement shall be governed and construed by the laws of the State of
     Georgia. The sole jurisdiction and venue for any dispute shall be vested in
     the State and Federal courts of Georgia.

25. SIGNATORY AUTHORITY

     The parties signing below certify that they have the authority to commit to
     the terms and conditions of this Agreement on behalf of their respective
     organizations.

26. NON-SOLICITATION

     Neither party, including its affiliates, shall solicit, employ, nor
     otherwise engage an employee of the other party who has been directly
     involved in the performance of this Agreement during, and for a period of
     six (6) months following any termination of, the particular employee's
     employment with the other party. Notwithstanding the foregoing, either
     party shall have the right to hire employees of the other when the
     applicable employee answers a general advertisement, responds to the
     posting of positions on the Internet, or responds to any other general
     solicitation, when the applicable employee is referred by an employment
     agency that does not specifically target the employees of the other, or
     such employee approaches such party without being solicited by such party.
     Should a party violate this provision, the violating party shall pay the
     other party's fifty percent (50%) of the former employee's most recent
     annual base salary with the non-violating party as damages for the
     violation. Such payment shall be the non-violating party's sole remedy with
     respect to the violating party. Any such payment does not restrict the
     non-violating party's rights or remedies as they relate to such former
     employee. The parties stipulate that this payment amount: (i) has been
     agreed upon as the actual amount of damage would be uncertain or difficult
     to prove; (ii) is reasonable and not disproportionate to the presumable
     loss or injury; and (iii) is a liquidated damage provision and not intended
     to be a penalty.

27. ARBITRATION.

     All disputes related to this Agreement, except those arising under the
     patent, trademark, or copyright portions of the U.S. Code, shall be
     submitted to a panel of three (3) arbitrators appointed and operating under
     the Uniform Arbitration Act and the procedural rules of the American
     Arbitration Association. Such panel shall include only persons with
     computer software industry experience. Each party shall choose one (1)
     arbitrator and the two (2) arbitrators thus selected by the parties shall
     choose the third arbitrator. The party not initiating the arbitration or
     action shall choose the location of the arbitration hearing. The written
     decision of the arbitrators shall be final,



                                       -9-
<PAGE>   10


     binding and convertible to a court judgment in any appropriate
     jurisdiction. Each party shall bear its own costs and fees incurred in any
     such arbitration and the arbitrators shall not have the power or authority
     to award costs or fees to a prevailing party. Nothing in this section shall
     be construed to restrict either party's right to seek and obtain injunctive
     relief through appropriate channels.

28. PRESS RELEASES.

     Neither party shall originate any publicity, news release, or other public
     announcement, relating to this Agreement, to any amendment hereto or to
     performance hereunder or to the existence of an arrangement between the
     parties without the prior written approval of the other party, which
     approval shall not be unreasonably withheld, delayed, or conditioned. A
     party may, however, make any disclosures without approval if it is legally
     required to do so provided that the party seeking to make the disclosure
     shall provide prompt notice to the other party of its intention to do so.

29. MISCELLANEOUS

     No other act, usage, or custom shall be deemed to modify this Agreement.
     Any waiver of any default or breach of this Agreement shall be effective
     only if in writing and signed by an authorized representative of the party
     providing the waiver. No such waiver shall be deemed a waiver of any other
     or subsequent breach or default. The headings and titles to the sections
     and subsections of this Agreement are inserted for convenience only and
     shall not be deemed a part of, or affect the construction or interpretation
     of, the provisions of this Agreement. Neither party is relying, nor shall
     rely, on any promises, inducements, or representations made by the other
     party with respect to the subject tter o this Agreement, nor on the
     expectation of any other business dealings with the other part [ILLEGIBLE]




                                  [ILLEGIBLE]



                                      -10-


<PAGE>   11

                                                                       EXHIBIT A

[SEAGULL LOGO]

J WALK(TM) DEVELOPER
SOFTWARE LICENSE AGREEMENT

Continued on Reverse Side(4)

(C)1999 SEAGULL. All rights reserved.

INTRODUCTION

SEAGULL's J Walk product line includes J Walk Developer, which is used to build
enhancements to your existing AS/400 applications. J Walk Developer yields
J Walk Files. In order to operate J Walk Files, additional software products
called "J Walk Server" and "J Walk Client" are required per host application for
which you build J Walk Files. One license of J Walk Server and J Walk Client are
included in the Software solely for development, testing and demonstration
purposes.

DEFINITIONS

1.   Software: J Walk Developer, including online or electronic documentation
     and associated media and printed materials.

2.   SEAGULL: Seagull Business Software N.V., and Seagull Software Systems, Inc.

3.   J Walk Files: The compiled object code GUI panel files developed using
     J Walk Developer

4.   Application: The J.D. Edwards software product known as WorldSoftware
     ("WorldSoftware"), for which the J Walk Files have been developed. This
     Application may have been built by you or licensed by you for your use from
     a third party.

IMPORTANT; READ CAREFULLY:

This License Agreement is a legal agreement between you (either an individual or
a single entity) and SEAGULL for the SEAGULL software product identified above.
By installing, copying or otherwise using the Software, you agree to be bound by
the terms of this License Agreement.

CONTENTS AND COPYRIGHT

The Software contains trade secrets and intellectual property belonging to or
licensed by SEAGULL. This License Agreement applies to the Software original,
and whole or partial copies of it, including modified copies or portions merged
into other software. This Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.

TITLE The Software is licensed, not sold. SEAGULL retains title to the Software.
SEAGULL owns, or has licensed from the owner, all copyrights in the Software.

LICENSE SEAGULL grants you a single-user license to use the Software to develop
J Walk Files for your applications, or applications you have licensed from third
parties. You obtain no rights other than those granted to you under this License
Agreement.

RESTRICTION OF USE

Under this License Agreement, you may:

1.   Use the Software only on one machine at any one time, except as provided
     in 2.

2.   Install and use the Collector and Server components of the Software on your
     AS/400, separate from the rest of the Software.

3.   Use the Software only in the country in which the license was purchased.

4.   Copy the Software for backup or archival purposes only.

5.   Create J Walk Files for distribution to users of WorldSoftware. To use the
     J Walk Files, such users must have valid licenses for J Walk Client and
     J Walk Server, as applicable.

6.   Use the Software to develop J Walk Files for WorldSoftware. You are
     expressly prohibited from using the Software to develop J Walk Files for
     third parties for use with their applications.

You must reproduce all copyright notice(s) on any authorized copies of the
Software.

Storage/Network Use: You may store or install a copy of the Software on a
storage device, such as a network server, used only to install or run the
Software on your other computers over an internal network. However, you must
acquire a license for each concurrent user of the Software or any component of
it.



<PAGE>   12

[SEAGULL LOGO]

                                                            J WALK(TM) DEVELOPER
                                                      SOFTWARE LICENSE AGREEMENT

You may not:

1.   Use, copy, modify, merge or transfer copies of the Software, except as
     provided in this License Agreement

2.   Reverse assemble or reverse compile the Software

3.   Sub-license, rent, lease or assign the Software

4.   Separate the Software into component parts for use on more than one
     computer, except as specifically authorized in this License Agreement

5.   Use any file, either temporary or final, created by J Walk Developer for
     any purpose other than to build J Walk Files

6.   Use compiled J Walk Files in conjunction with products other than J Walk
     Server and J Walk Client purchased from SEAGULL or its authorized suppliers

U.S. Government Users: The Software is a "commercial item" as that term is
defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are
used in 48 C.F.R. 12-212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7210-1 through 48 C.F.R. 12.7202-4 (June 1996) (or an equivalent
provision, e.g., in supplements of various U.S. government agencies, as
applicable), all U.S. Government users acquire the Software with only those
rights set forth herein.

UPDATES

All updates to the Software and related documentation delivered to you
are subject to this License Agreement.

LIMITED WARRANTY

SEAGULL warrants that (a) the Software will perform substantially in accordance
with the accompanying written materials for a period of thirty (30) days from
the date of delivery to you, and (b) any hardware and media accompanying the
Software will be free from defects in materials and workmanship under normal use
for a period of 30 days from the date of delivery to you. SEAGULL will replace
any Software which fails to meet this limited warranty. If SEAGULL is unable to
deliver a replacement, you may terminate this License Agreement by returning the
Software to the supplier prior to expiration of the warranty period, and receive
a refund of the license fees paid for the Software.

TO THE EXTENT PERMITTED BY LAW, SEAGULL PROVIDES NO OTHER WARRANTIES WITH
RESPECT TO THE SOFTWARE AND SPECIFICALLY DISCLAIMS (A) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR FREE, AND (C) THAT SOFTWARE ERRORS (IF ANY)
WILL BE CORRECTED.

LIMITATION OF REMEDIES

To the extent permitted by law, SEAGULL will not be liable for any lost profits,
lost savings, lost data or any other incidental or consequential damages arising
out of your use of the Software, even if SEAGULL or its authorized supplier has
been advised of the possibility of such damages. In any event, the total
liability of SEAGULL to you will not exceed the purchase price you paid for the
Software license(s).

APPLICABLE LAW

This License Agreement is governed by the laws of the jurisdiction of the
SEAGULL company or authorized supplier serving the country where the Software
was acquired. If any provision of this License Agreement is not enforceable, all
other provisions will remain in full force and effect.

For more information about licensing terms contact:
EUROPE, MIDDLE EAST, ASIA
Seagull Business Software N.V.
Korte Parallelweg 1, 3311 DA Dordrecht
The Netherlands
Phone: +31 78 632 2800 Fax: +31 78 613 8134

NORTH AMERICA, LATIN AMERICA
Seagull Software Systems, Inc.
2520 Northwinds Parkway, Suite 250
Alpharetta, GA 30004
Te1: 770/521-1445 Fax: 770/521-6772

J Walk(TM) is trademark of SEAGULL. All other trademarks, service marks, trade
names, logos or other words or symbols identifying the licensed products or
SEAGULL's business are and will remain the exclusive property of SEAGULL or its
licensor whether or not specifically recognized or protected under local law.

                                           (C)1999 SEAGULL. All rights reserved.



<PAGE>   13

                                                                     EXHIBIT 'B'

                                                                 GUI/400(TM) ADK
                                                      SOFTWARE LICENSE AGREEMENT
[SEAGULL LOGO]

This Software License Agreement is a legal agreement between you (either an
individual or a single entity) and SEAGULL for the software product identified
above. "Software" means GUI/400 ADK including online or electronic documentation
and associated media and printed materials. "SEAGULL" means Seagull Business
Software B.V. and Seagull Software Systems, Inc. "GUI/400 Files" means the
compiled object code GUI panel files you develop using the Software. In order to
operate GUI/400 Files, an additional software product called "GUI/400 Client" is
required per concurrent user per host application for which you build GUI/400
Files. One license of GUI/400 Client is included in the Software solely for
development, testing and demonstration purposes.

IMPORTANT; READ CAREFULLY:

This License Agreement is a legal agreement between you (either an individual or
a single entity) and SEAGULL for the SEAGULL software product identified above.
By installing, copying or otherwise using the Software, you agree to be bound by
the terms of this License Agreement.

CONTENTS AND COPYRIGHT

The Software contains trade secrets and intellectual property belonging to or
licensed by SEAGULL. This License Agreement applies to the Software original,
and whole or partial copies of it, including modified copies or portions merged
into other software. This Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.

TITLE

The Software is licensed, not sold. SEAGULL retains title to the Software.
SEAGULL owns, or has licensed from the owner, all copyrights in the Software.

LICENSE

SEAGULL grants you a single-user license to use the Software to develop GUI/400
Files for the J.D. Edwards software known as WorldSoftware ("World Software").
You obtain no rights other than those granted to you under this License
Agreement.

RESTRICTION OF USE

Under this License Agreement, you may:

1.   Use the Software only on one machine at any one time, except as provided in
     2 below.

2.   Install and use the Collector and License Manager components of the
     Software on your AS/400, separate from the rest of the Software.

3.   Use the Software only in the country in which the license was purchased.

4.   Copy the Software for backup or archival purposes only.

5.   Create GUI/400 Files for distribution to your WorldSoftware users. To use
     the GUI/400 Files, such users must have valid licenses for GUI/400 Client.

6.   Use the Software to develop GUI/400 Files for WorldSoftware. You are
     expressly prohibited from using the Software to develop GUI/400 Files for
     third parties for use with their applications.

You must reproduce all copyright notice(s) on any authorized copies of the
Software.

Storage/Network Use:

You may store or install a copy of the Software on a storage device, such as a
network server, used only to install or run the Software on your other computers
over an internal network. However, you must acquire a license for each
concurrent user of the Software or any component of it.

You may not:

1.   Use, copy, modify, merge or transfer copies of the Software, except as
     provided in this License Agreement

2.   Reverse assemble or reverse compile the Software

3.   Sub-license, rent, lease or assign the Software

4.   Separate the Software into component parts for use on more than one
     computer, except as specifically authorized in this License Agreement

5.   Use any file, either temporary or final, created by GUI/400 ADK for any
     purpose other than to build GUI/400 Files

6.   Use compiled GUI/400 Files in conjunction with products other than GUI/400
     Client purchased from SEAGULL or its authorized suppliers



<PAGE>   14

                                                                 GUI/400(TM) ADK
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

USA Only: Use, duplication, or disclosure by the Government is subject to the
restrictions in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.2277013, or sub-paragraphs (c)(1) and (2)
of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as
applicable.

UPDATES

All updates to the Software and related documentation delivered to you are
subject to this License Agreement.

LIMITED WARRANTY

SEAGULL warrants that (a) the Software will perform substantially in accordance
with the accompanying written materials for a period of thirty (30) days from
the date of delivery to you, and (b) any hardware and media accompanying the
Software will be free from defects in materials and workmanship under normal use
for a period of 30 days from the date of delivery to you. SEAGULL will replace
any Software which fails to meet this limited warranty. If SEAGULL is unable to
deliver a replacement, you may terminate this License Agreement by returning the
Software to the supplier prior to expiration of the warranty period, and receive
a refund of the license fees paid for the Software.

TO THE EXTENT PERMITTED BY LAW, SEAGULL PROVIDES NO OTHER WARRANTIES WITH
RESPECT TO THE SOFTWARE AND SPECIFICALLY DISCLAIMS (A) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR FREE, AND (C) THAT SOFTWARE ERRORS (IF ANY)
WILL BE CORRECTED.

LIMITATION OF REMEDIES

To the extent permitted by law, SEAGULL will not be liable for any lost profits,
lost savings, lost data or any other incidental or consequential damages arising
out of your use of the Software, even if SEAGULL or its authorized supplier has
been advised of the possibility of such damages. In any event, the total
liability of SEAGULL to you will not exceed the purchase price you paid for the
Software license(s).

APPLICABLE LAW

This License Agreement is governed by the laws of the jurisdiction of the
SEAGULL company or authorized supplier serving the country where the Software
was acquired. If any provision of this License Agreement is not enforceable, all
other provisions will remain in full force and effect.

For more information about licensing terms contact:

EUROPE, MIDDLE EAST, ASIA
Seagull Business Software B.V
Korte Parallelweg 1
3314 JN Dordrecht
The Netherlands
Tel: +31 78 632 2800
Fax: +31 78 613 8134

NORTH AMERICA, LATIN AMERICA
Seagull Software Systems, Inc.
2520 Northwinds Parkway, Suite 250
Alpharetta, GA 30004
Tel: 770/521-1445
Fax: 770/521-6772

GUI/400(TM) IS TRADEMARK OF SEAGULL. ALL OTHER TRADEMARKS, SERVICE MARKS, TRADE
NAMES, LOGOS OR OTHER WORDS OR SYMBOLS IDENTIFYING THE LICENSED PRODUCTS OR
SEAGULL'S BUSINESS ARE AND WILL REMAIN THE EXCLUSIVE PROPERTY OF SEAGULL OR ITS
LICENSOR WHETHER OR NOT SPECIFICALLY RECOGNIZED OR PROTECTED UNDER LOCAL LAW.

                                     (C)1997, 1998 SEAGULL. All rights reserved.



<PAGE>   15

                                                                     EXHIBIT 'C'

                                                              GUI/400(TM) CLIENT
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

This Software License Agreement is a legal agreement between you (either an
individual or a single entity) and SEAGULL for the software product identified
above. "Software" means GUI/400 RTS Pro, including online or electronic
documentation and associated media and printed materials. "SEAGULL" means
Seagull Business Software B.V. and Seagull Software Systems, Inc. "GUI/400
Files" means compiled object code GUI panel files developed using SEAGULL's
GUI/400 ADK to enhance your application. "Application" means the J. D. Edwards
software product known as WorldSoftware, for which the GUI/400 Files have been
developed.

IMPORTANT; READ CAREFULLY:

This License Agreement is a legal agreement between you (either an individual or
a single entity) and SEAGULL for the SEAGULL software product identified above.
By installing, copying or otherwise using the Software, you agree to be bound by
the terms of this License Agreement.

CONTENTS AND COPYRIGHT

The Software contains trade secrets and intellectual property belonging to or
licensed by SEAGULL. This License Agreement applies to the Software original,
and whole or partial copies of it, including modified copies or portions merged
into other software. This Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.

TITLE

The Software is licensed, not sold. SEAGULL retains title to the Software.
SEAGULL owns, or has licensed from the owner, all copyrights in the Software.

LICENSE

SEAGULL grants you a single-user license to use the Software with one
Application. You obtain no rights other than those granted to you under this
License Agreement.

RESTRICTION OF USE

Under this License Agreement, you may:

1.   Use the Software only on one machine at any one time.

2.   Use the Software only in the country in which the license was purchased.

3.   Copy the Software for backup or archival purposes only.

4.   Use the Software with GUI/400 Files.

5.   Provided you are licensed to use GUI/400 RTS Pro Release 4.0 or higher,
     your GUI/400 RTS Pro license can also be referred to as a "Universal
     Client" license signifying that, at your option, the license can also be
     used in a J Walk environment.

You must reproduce all copyright notice(s) on any authorized copies of the
Software.

Storage/Network Use:

You may store or install a copy of the Software on a storage device, such as a
network server, used only to install or run the Software on your other computers
over an internal network. However, you must acquire a license for each
concurrent user of the Software or any component of it.

You may not:

1.   Use, copy, modify, merge or transfer copies of the Software, except as
     provided in this License Agreement

2.   Reverse assemble or reverse compile the Software

3.   Sub-license, rent, lease or assign the Software

4.   Separate the Software into component parts for use on more than one
     computer, except as specifically authorized in this License Agreement

5.   Use the Software other than with the Application




<PAGE>   16

                                                              GUI/400(TM) CLIENT
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

USA Only: Use, duplication, or disclosure by the Government is subject to the
restrictions in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.2277013, or sub-paragraphs (c)(1) and (2)
of the Commercial Computer Software-Restricted Rights at 48CFR52.227-19, as
applicable.

UPDATES

All updates to the Software and related documentation delivered to you are
subject to this License Agreement.

LIMITED WARRANTY

SEAGULL warrants that (a) the Software will perform substantially in accordance
with the accompanying written materials for a period of thirty (30) days from
the date of delivery to you, and (b) any hardware and media accompanying the
Software will be free from defects in materials and workmanship under normal use
for a period of 30 days from the date of delivery to you. SEAGULL will replace
any Software which fails to meet this limited warranty. If SEAGULL is unable to
deliver a replacement, you may terminate this License Agreement by returning the
Software to the supplier prior to expiration of the warranty period, and receive
a refund of the license fees paid for the Software.

TO THE EXTENT PERMITTED BY LAW, SEAGULL PROVIDES NO OTHER WARRANTIES WITH
RESPECT TO THE SOFTWARE AND SPECIFICALLY DISCLAIMS (A) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR FREE, AND (C) THAT SOFTWARE ERRORS (IF ANY)
WILL BE CORRECTED.

LIMITATION OF REMEDIES

To the extent permitted by law, SEAGULL will not be liable for any lost profits,
lost savings, lost data or any other incidental or consequential damages arising
out of your use of the Software, even if SEAGULL or its authorized supplier has
been advised of the possibility of such damages. In any event, the total
liability of SEAGULL to you will not exceed the purchase price you paid for the
Software license(s).

APPLICABLE LAW

This License Agreement is governed by the laws of the jurisdiction of the
SEAGULL company or authorized supplier serving the country where the Software
was acquired. If any provision of this License Agreement is not enforceable, all
other provisions will remain in full force and effect.

For more information about licensing terms contact:

EUROPE, MIDDLE EAST, AFRICA, ASIA PACIFIC
Seagull Business Software B.V.
Korte Parallelweg 1, 3311 JN Dordrecht
The Netherlands
Tel: +31 78 632 2800
Fax: +31 78 613 8134

NORTH AMERICA, LATIN AMERICA
Seagull Software Systems, Inc.
2520 Northwinds Parkway, Suite 250
Alpharetta, GA 30004
Tel: 770/521-1445
Fax: 770/521-6772

GUI/400(TM) and J Walk(TM) are trademarks of SEAGULL. All other trademarks,
service marks, trade names, logos or other words or symbols identifying the
licensed products or SEAGULL'S business are and will remain the exclusive
property of SEAGULL or its licensor whether or not specifically recognized or
protected under local law.

                                     (C)1997, 1998 SEAGULL. All rights reserved.



<PAGE>   17

                                                               J WALK(TM) CLIENT
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

This Software License Agreement is a legal agreement between you (either an
individual or a single entity) and SEAGULL for the software product identified
above. "Software" means J Walk Client, including online or electronic
documentation and associated media and printed materials. "SEAGULL" means
Seagull Business Software B.V. and Seagull Software Systems, Inc. "J Walk Files"
means compiled object code GUI panel files developed using J Walk Developer to
enhance your application. "Application" means the J.D. Edwards software product
known as WorldSoftware. This Application may have been built by you or licensed
by you for your use from a third party.

IMPORTANT; READ CAREFULLY: This License Agreement is a legal agreement between
you (either an individual or a single entity) and SEAGULL for the SEAGULL
software product identified above. By installing, copying or otherwise using the
Software, you agree to be bound by the terms of this License Agreement.

CONTENTS AND COPYRIGHT
The Software contains trade secrets and intellectual property belonging to or
licensed by SEAGULL. This License Agreement applies to the Software original,
and whole or partial copies of it, including modified copies or portions merged
into other software. This Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.

TITLE
The Software is licensed, not sold. SEAGULL retains title to the Software.
SEAGULL owns, or has licensed from the owner, all copyrights in the Software.

LICENSE
SEAGULL grants you a single-user license to use the Software with one
Application. You obtain no rights other than those granted to you under this
License Agreement.

RESTRICTION OF USE
Under this License Agreement, you may:

1.   Use the Software only on one machine at any one time.

2.   Use the Software only in the country in which the license was purchased.

3.   Copy the Software for backup or archival purposes only.

You must reproduce all copyright notices) on any authorized copies of the
Software.

Storage/Network Use:
You may store or install a copy of the Software on a storage device, such as a
network server, used only to install or run the Software on your other computers
over an internal network. However, you must acquire a license for each
concurrent user of the Software or any component of it.

You may not:

1. Use, copy, modify, merge or transfer copies of the Software, except as
   provided in this License Agreement

2. Reverse assemble or reverse compile the Software

3. Sub-license, rent, lease or assign the Software

4. Separate the Software into component parts for use on more than one computer,
   except as specifically authorized in this License Agreement

5. Use the Software other than with the Application.

U.S. Government Users: The Software is a "commercial item" as that term is
defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are
used in 48 C.F.R. 12-212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7210-1 through 48 C.F.R. 12.7202-4 (June 1996) (or an equivalent
provision, e.g., in supplements of various U.S. government agencies, as
applicable), all U.S. Government users acquire the Software with only those
rights set forth herein.

                                                    Continued on Reverse Side

                                           (C)1999 SEAGULL. All rights reserved.



<PAGE>   18

                                                               J WALK(TM) CLIENT
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

UPDATES

All updates to the Software and related documentation delivered to you are
subject to this License Agreement.

LIMITED WARRANTY

SEAGULL warrants that (a) the Software will perform substantially in accordance
with the accompanying written materials for a period of thirty (30) days from
the date of delivery to you, and (b) any hardware and media accompanying the
Software will be free from defects in materials and workmanship under normal use
for a period of 30 days from the date of delivery to you. SEAGULL will replace
any Software which fails to meet this limited warranty. If SEAGULL is unable to
deliver a replacement, you may terminate this License Agreement by returning the
Software to the supplier prior to expiration of the warranty period, and receive
a refund of the license fees paid for the Software.

TO THE EXTENT PERMITTED BY LAW, SEAGULL PROVIDES NO OTHER WARRANTIES WITH
RESPECT TO THE SOFTWARE AND SPECIFICALLY DISCLAIMS (A) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR FREE, AND (C) THAT SOFTWARE ERRORS (IF ANY)
WILL BE CORRECTED.

LIMITATION OF REMEDIES

To the extent permitted by law, SEAGULL will not be liable for any lost profits,
lost savings, lost data or any other incidental or consequential damages arising
out of your use of the Software, even if SEAGULL or its authorized supplier has
been advised of the possibility of such damages. In any event, the total
liability of SEAGULL to you will not exceed the purchase price you paid for the
Software license(s).

APPLICABLE LAW

This License Agreement is governed by the laws of the jurisdiction of the
SEAGULL company or authorized supplier serving the country where the Software
was acquired. If any provision of this License Agreement is not enforceable, all
other provisions will remain in full force and effect.

For more information about licensing terms contact:

Europe, Middle East, Africa, Asia Pacific
Seagull Business Software B.V Korte Parallelweg 1, 3311 JN Dordrecht The
Netherlands Phone: +31 78 632 2800 Fax: +31 78 613 8134 Phone: +31 78 632 2800
Fax: +31 78 613 8134

North America, Latin America
Seagull Software Systems, Inc. 2520 Northwinds Parkway Suite 250 Alpharetta, GA
30004 Tel: 770/521-1445 Fax: 770/521-6772

J Walk(TM) is trademark of SEAGULL. All other trademarks, service marks, trade
names, logos or other words or symbols identifying the licensed products or
SEAGULL's business are and will remain the exclusive property of SEAGULL or its
licensor whether or not specifically recognized or protected under local law.


                                           (C)1999 SEAGULL. All rights reserved.



<PAGE>   19

                                                               J WALK(TM) SERVER
[SEAGULL LOGO]                                        SOFTWARE LICENSE AGREEMENT

INTRODUCTION

SEAGULL's J Walk product line includes J Walk Developer, which is used to build
enhancements to your existing AS/400 applications. J Walk Developer yields J
Walk Files. In order to operate, J Walk Files require (1) J Walk Base Server
license(s) corresponding to the AS/400 that hosts your enhanced application; and
(2) J Walk Client licenses for any and all concurrent end-users of the J Walk
Files and, optionally; (3) Additional J Walk Server licenses.

DEFINITIONS

1.   Software: J Walk Server, including online or electronic documentation and
     associated media and printed materials.

2.   SEAGULL: Seagull Business Software B.V. and Seagull Software Systems, Inc.

3.   J Walk Files: The compiled object code GUI panel files developed using J
     Walk Developer.

4.   Application: Your AS/400 application, for which the J Walk Files have been
     developed. This Application may have been built by you or licensed by you
     for your use from a third party.

5.   Application Host Computer: The AS/400 where your Application is running.

6.   Base Server License: The right to use J Walk Server with your Application,
     and to install one copy of the components of the Software on your
     computer(s).

7.   Additional Server License: The right to use additional copies of the
     Software to support the same Application.

8.   Client License: The right for one concurrent user to utilize the services
     of the Software.

IMPORTANT; READ CAREFULLY: This License Agreement is a legal agreement between
you (either an individual or a single entity) and SEAGULL for the SEAGULL
software product identified above. By installing, copying or otherwise using the
Software, you agree to be bound by the terms of this License Agreement.

CONTENTS AND COPYRIGHT

The Software contains trade secrets and intellectual property belonging to or
licensed by SEAGULL. This License Agreement applies to the Software original,
and whole or partial copies of it, including modified copies or portions merged
into other software. This Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.

TITLE

The Software is licensed, not sold. SEAGULL retains title to the Software.
SEAGULL owns, or has licensed from the owner, all copyrights in the Software.

LICENSE

1.   You may install and use one copy of the Software on one of your AS/400 or
     Microsoft NT computers. In addition and at your option, you may install the
     license management component of the Software on one AS/400.

2.   The Base Server License is priced based on the processor model class of
     your Application Host Computer (regardless of the computer where you will
     install the Software). When the Application Host Computer processor model
     class changes, additional license fees may be payable.

3.   You may use the Software in combination with one and only one Application.
     Additional Base Server Licenses are required if you want to use the
     Software with additional applications.

4.   You must acquire separate Client Licenses to access or otherwise utilize
     the services of the Software. The services of the Software are considered
     to be accessed or utilized when there is a direct or indirect connection
     between a computer, workstation or other electronic device and the
     Software. You must acquire the number of Client Licenses equal to the
     maximum number of computers, workstations or other electronic devices that
     will access or otherwise utilize the services of the Software at any given
     point in time.

5.   You obtain no rights other than those granted to you under this License
     Agreement.

6.   You must reproduce all copyright notice(s) on any authorized copies of the
     Software.

7.   Some network configurations benefit from installing the Software on
     multiple computers, all supporting a single Application. Additional Server
     Licenses may be purchased for this configuration.

                                                     Continued on Reverse Side 4


                                           (C)1999 SEAGULL. All rights reserved.



<PAGE>   20

                                                               J WALK(TM) SERVER
                                                      SOFTWARE LICENSE AGREEMENT

[SEAGULL LOGO]

RESTRICTION OF USE

Under this License Agreement, you may:
1. Use the Software only in the country in which the license was purchased
2. Copy the Software for backup or archival purposes only

You may not:
1. Use, copy, modify, merge or transfer copies of the Software, except as
   provided in this License Agreement
2. Reverse assemble or reverse compile the Software
3. Sub-license, rent, lease or assign the Software
4. Separate the Software into component parts for use on more than one computer,
   except as specifically authorized in this License Agreement
5. Use any component of the Software, either temporary or final, for any purpose
   other than to serve J Walk Files
6. Use J Walk Files in conjunction with products other than J Walk Server and J
   Walk Client purchased from SEAGULL or its authorized suppliers

U.S. Government Users: The Software is a "commercial item" as that term is
defined at 48 D.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are
used in 48 D.F.R. 12-212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7210-1 through 48 C.F.R. 12.7202-4 (June 1996) (or an equivalent
provision, e.g., in supplements of various U.S. government agencies, as
applicable), all U.S. Government users acquire the Software with only those
rights set forth herein.

UPDATES

All updates to the Software and related documentation delivered to you are
subject to this License Agreement.

LIMITED WARRANTY

SEAGULL warrants that (a) the Software will perform substantially in accordance
with the accompanying written materials for a period of thirty (30) days from
the date of delivery to you, and (b) any hardware and media accompanying the
Software will be free from defects in materials and workmanship under normal use
for a period of 30 days from the date of delivery to you. SEAGULL will replace
any Software which fails to meet this limited warranty. If SEAGULL is unable to
deliver a replacement, you may terminate this License Agreement by returning the
Software to the supplier prior to expiration of the warranty period, and receive
a refund of the license fees paid for the Software.

To the extent permitted by law, SEAGULL provides no other warranties with
respect to the Software and specifically denies (a) any warranty of
merchantability or fitness for a particular purpose, and (b) that the Software
will operate uninterrupted or error free, and (c) that Software errors (if any)
will be corrected.

LIMITATION OF REMEDIES

To the extent permitted by law, SEAGULL will not be liable for any lost profits,
lost savings, lost data or any other incidental or consequential damages arising
out of your use of the Software, even if SEAGULL or its authorized supplier has
been advised of the possibility of such damages. In any event, the total
liability of SEAGULL to you will not exceed the purchase price you paid for the
Software license(s).

APPLICABLE LAW

This License Agreement is governed by the laws of the jurisdiction of the
SEAGULL company or authorized supplier serving the country where the Software
was acquired. If any provision of this License Agreement is not enforceable, all
other provisions will remain in full force and effect.

For more information about licensing terms contact:
EUROPE, MIDDLE EAST AFRICA, ASIA PACIFIC
Seagull Business Software B.V
Korte Parallelweg 1, 3311 JN Dordrecht, The Netherlands
Phone: +31 78 632 2800 Fax: +31 78 613 8134
NORTH AMERICA, LATIN AMERICA
Seagull Software Systems, Inc.
2520 Northwinds Parkway, Suite 250, Alpharetta, GA 30004
Tel: 770/521-1445 Fax:770/521-6772

J Walk(TM) is trademark of SEAGULL. All other trademarks, service marks, trade
names, logos or other words or symbols identifying the licensed products or
SEAGULL's business are and will remain the exclusive property of SEAGULL or its
licensor whether or not specifically recognized or protected under local law.

                                           (c)1999 SEAGULL. All rights reserved.
<PAGE>   21
                                    EXHIBIT D
                                 PRICE SCHEDULE


CLIENT LICENSES

Client Licenses are licensed on a concurrent-use basis. For each concurrent use
license distributed by Customer to End Users, a license fee of $65.00 shall be
payable to SEAGULL. This discounted price is based on an estimated volume of
50,000 Client Licenses over the license term.

Additional discounts may be earned by reaching certain volume levels as follows.
The discount applies to units purchased after the volume level is reached.
Volumes are stated in gross units purchased since Effective Date of Agreement.

o $55.00 per unit if exceed 25,000 units by October 31, 1999
o $50.00 per unit if exceed 40,000 units by October 31, 2000
o $45.00 per unit if exceed 50,000 units at any time during contract term

J WALK SERVER LICENSES

The Client License fee above includes the right to install J Walk Server on End
User AS/400's and/or NT server CPU's at no additional charge, subject to the
additional terms below.

Use of J Walk Server is expressly limited to serving GUI clients for the
WorldSoftware application (such GUI clients currently known as "WorldVision").

Use of the J Walk Server software is strictly limited to use for serving Client
Licenses and Customer's GUI Panel Files to End Users ("Current Functionality")
for use solely with Customer's application(s).

In the event that future versions of J Walk Server contain functional
enhancements such that J Walk Server contains functionality in addition to the
Current Functionality, SEAGULL in its sole discretion may restrict Customer's
use of J Walk Server to Current Functionality. If Customer wishes to purchase
the right to use any such functional enhancements, the parties shall negotiate
separately for such rights.


<PAGE>   22



                                    EXHIBIT E


1. DESCRIPTION OF SOFTWARE MAINTENANCE SERVICES

   SEAGULL will provide hotline telephone support for current versions of J Walk
   Developer, J Walk Server, J Walk Client, GUI/400 ADK, and GUI/400 RTS Pro
   (collectively, "Software") from 8:30 am to 5:00 PM EST, Monday through Friday
   excluding US Holidays. For each license for which Maintenance has been
   purchased, Customer may address questions or problems pertaining to the
   Software and its use, by telephone or in writing, to SEAGULL's Customer
   Services Department. In addition, Customer may access SEAGULL's Bulletin
   Board on-line services menu for problem resolution twenty-four (24) hours a
   day, seven (7) days a week. SEAGULL will investigate all questions and
   problems. Customer agrees to provide adequate information and test time to
   assist in the investigation and to confirm that problems have been resolved.

   In the event that the current version of a Software does not conform to its
   documentation in any material way and Customer is a current Maintenance
   subscriber, SEAGULL will, within a reasonable period of time, correct the
   Software, the documentation, or both as necessary to make them correct, and
   make such correction available to Customer.

   During a Maintenance Period, SEAGULL will supply Customer at no charge with
   any corrections or modifications ("Updates") to the Software that are made
   generally available to SEAGULL Maintenance subscribers, except that SEAGULL
   may elect not to provide Customer with new versions of J Walk Server that
   incorporate functional enhancements that increase the capabilities of J Walk
   Server beyond the capabilities provided as of the Effective Date. Any such
   Updates shall be subject to the terms and conditions of the Software License
   Agreement. If Customer has paid a Maintenance subscription fee for multiple
   licensed copies of a Software product, Customer may make one copy of the
   Updates for each licensed copy of the Software that is under a current
   Maintenance subscription. Customer must reproduce and include all copyright
   notices and other proprietary rights legends as are included on the original
   media an documentation thereof.

2. DISCONTINUATION OF MAINTENANCE

   SEAGULL may, at any time, discontinue Maintenance for a Software product,
   provided:

   a.  SEAGULL gives Customer at least one-hundred-eighty days advance written
       notice of such discontinuation and

   b.  SEAGULL refunds a prorated portion of the pre-paid Maintenance charges
       for such Software for the portion of a Maintenance Period that
       Maintenance is not available.

   SEAGULL may terminate this Agreement without notice or refund if (a) the
   applicable Software License Agreement is terminated due to Customer's breach
   thereof or (b) Customer is in default of the Agreement. Customer may
   discontinue Maintenance by notifying SEAGULL in writing at least thirty days
   prior to the start of any Maintenance Period.

3. SUPPORT OF PRIOR VERSIONS

   SEAGULL will support prior versions for a reasonable period of time. With
   advance written notice to Support customers, SEAGULL will discontinue
   Maintenance for prior versions. If Customer is using a non-current version of
   the Software and experiences a problem that is corrected in a later version,
   SEAGULL reserves the right to consider that problem resolved. Customer, at
   its option, may elect to use or not use the later version.

4. GENERAL

   a. This Agreement supersedes in full all prior discussions and agreements
      between the parties relation to the Maintenance of the Software,
      constitutes the entire Agreement between the parties relating to the
      Maintenance of the Software and may be modified or supplemented only by a
      written document signed by an authorized representative of each party.

   b. Neither party to this Agreement will be liable for delays in any of its
      performance hereunder due to causes beyond its reasonable control
      including, but not limited to, acts of God or strikes.



  2520 Northwinds Parkway
  Alpharetta, GA 30004
                                                                          1297V3


<PAGE>   23
                             PREFERRED REGISTRATION
                          TECHNOLOGY ESCROW AGREEMENT

                                  EXHIBIT 'F'

                      Account Number 1905052-00001-1004001

This Agreement is effective April 11, 1996, among Data Securities International,
Inc. ("DSI"), Seagull Business Software b.v. ("Depositors"), and J.D. Edwards &
Company ("Preferred Registrant"), who collectively may be referred to in this
Agreement as "the parties."

A. Depositor and preferred Registrant have entered into the Original Software
Vendor Marketing and License Agreement dated August 19, 1994 ("OSV" Agreement)
which establishes Preferred Registrant as an authorized distributor of one or
more of Depositor's programs ("Programs") with rights to license Depositor's
products to certain of Preferred Registrant's licensees ("Sublicenses"). To
distinguish from the OSV Agreement and this Agreement, the agreement between
the Preferred Registrant and its licensees will be referred to as the "License
Agreement".

B. Depositor's Programs contain proprietary technology of Depositor and
Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C. The availability of the proprietary technology of Depositor is critical to
Preferred Registrant to provide ongoing support to its Sublicensees in the
conduct of its business and thereof, Preferred Registrant needs access to the
proprietary technology under limited circumstances.

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

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


ARTICLE 1 - DEPOSITS

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


DSI, Inc. 1995



<PAGE>   24
1.2  Identification of Tangible Media. Prior to the delivery of the deposit
materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the deposit
materials are written or stored. Additionally, Depositor shall complete an
Exhibit B to list each such tangible media by the item label description, the
type of media and the quantity. The Exhibit B must be signed by Depositor and
delivered to DSI with the deposit materials. Unless and until Depositor makes
the initial deposits with DSI, DSI shall have no obligation with respect to this
Agreement, except the obligation to notify the parties regarding the status of
the deposit account as required in Section 2.2 below.

1.3  Deposit Inspection. When DSI receives the deposit materials and the Exhibit
B, DSI will conduct a deposit inspection by visually matching the labeling of
the tangible media containing the deposit materials to the item descriptions
and quantity listed on the Exhibit B. In addition to the deposit inspection,
Preferred Registrant may elect to cause a verification of the deposit materials
in accordance with Section 1.6 below.

1.4  Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will sign the Exhibit B and mail a copy thereof
to Depositor and Preferred Registrant. If DSI determines the labeling does not
match the item descriptions or quantity on the Exhibit B, DSI will (a) note the
discrepancies in writing on the Exhibit B; (b) sign the Exhibit B with the
exceptions noted; and (c) provide a copy of the Exhibit B to Depositor and
Preferred Registrant. DSI's acceptance of the deposit occurs upon the signing
of the Exhibit B by DSI. Deliver of the signed Exhibit B to Preferred
Registrant is Preferred Registrant's notice that the deposit materials have been
received and accepted by DSI.

1.5  Depositor's Representations. Depositor represents as follows:

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

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

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

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

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

DSI, Inc. 1995
<PAGE>   25
1.7 Deposit Updates. Unless otherwise provided by the OSV Agreement, Depositor
shall update the deposit materials within 60 days of each release of a new
version of the product which is subject to the OSV Agreement. Such updates will
be added to the existing deposit. All deposit updates shall be listed on a new
Exhibit B and the new Exhibit B shall be signed by Depositor. The processing of
all deposit updates shall be in accordance with Sections 1.2 through 1.6 above.
All references in this Agreement to the deposit materials shall include the
initial deposit materials and any updates.

1.8 Removal of Deposit Materials. The deposit materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Registrant, or as otherwise provided in this Agreement.

ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

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

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

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

ARTICLE 3 -- GRANT OF RIGHTS TO DSI

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

3.2 Right to Make Copies. DSI shall have the right to make copies of the
deposit materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the original deposit materials onto any copies made by DSI.


Page 3
<PAGE>   26


3.3 Rights to Sublicense Upon Release. As of the effective date of this
Agreement, Depositor hereby grants to DSI a non-exclusive, irrevocable,
perpetual, and royalty-free license to sublicense the deposit materials to
Preferred Registrant upon the release, if any, of the deposit materials in
accordance with Section 4.5 below. Except upon such a release, DSI shall not
sublicense or otherwise transfer the deposit materials.


ARTICLE 4 - RELEASE OF DEPOSIT

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

    a.   Failure of Depositor to provide maintenance on the Programs in
         accordance with Section 3.2 of the OSV Agreement, or

    b.   Termination of the OSV Agreement by Preferred Registrant pursuant to
         Sections 11.1 or 11.2 of the OSV Agreement.

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

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

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the deposit materials to the Preferred
Registrant or, if more than one registrant is registered to the deposit, to
release a copy of the deposit materials to the Preferred Registrant. However,
DSI is entitled to receive any fees due DSI before making the release. This
Agreement will terminate upon the release of the deposit materials held by DSI.

4.5 Use License Following Release. Upon release of the deposit materials in
accordance with this Article 4, Preferred Registrant shall have a
non-exclusive, non-transferrable, irrevocable right to use the deposit
materials for the sole purpose of containing the benefits afforded to Preferred
Registrant and the Sublicensees of Depositor's agreements by the OSV Agreement
and the License Agreement. Preferred Registrant and the Sublicensees shall be
obligated to maintain the confidentiality of the release deposit materials.

<PAGE>   27
ARTICLE 5 - TERM AND TERMINATION

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

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

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

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

     a. Depositor's Representations (Section 1.5).

     b. The obligations of confidentially with respect to the deposit materials.

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

     d. The obligation to pay DSI any fees and expenses due.

     e. The provisions of Article 7.

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




Page 5
<PAGE>   28
ARTICLE 6 -- DSI'S FEES

6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the parties at least 90
days prior to any increase in fees. For any service not listed on DSI's standard
fee schedule, DSI will provide a quote prior to rendering the service, if
requested.

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

ARTICLE 7 -- LIABILITY AND DISPUTES

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

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

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

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


Page 6

<PAGE>   29
7.5 Notice of Requested Order. If any party intends to obtain an order from the
    arbitrator or any court of competent jurisdiction which may direct DSI to
    take, or refrain from taking any section, that party shall:

    a. Give DSI at least two business days' prior notice of the hearing;

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

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

ARTICLE 8 -- GENERAL PROVISIONS

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

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

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



Page 7
<PAGE>   30
 8.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor of Depositor
or Preferred Registrant unless DSI receives clear, authoritative and conclusive
written evidence of the change of parties.

Seagull Business Software b.v.           J.D. Edwards & Company
-------------------------------------    ---------------------------------------
Depositor                                Preferred Registrant
By: [ILLEGIBLE]                          By: [ILLEGIBLE]
-------------------------------------       ------------------------------------
Name: /s/ JON VAN ZESSEN                 Name: Richard G. Snow, Jr.
     --------------------------------         ----------------------------------
Title: Technical Director                Title: Vice President, General Counsel
      -------------------------------          ---------------------------------
Date: February 20, 1996                  Date: February 6, 1996
     --------------------------------         ----------------------------------


                        Data Securities International, Inc.

                        By:       /s/ KATHERINE C. YOUNG
                           -------------------------------------

                        Name:       Katherine C. Young
                             -----------------------------------


                        Title: Senior Contracts Administrator
                              ----------------------------------

                        Date:            4-11-96
                             -----------------------------------



Page 8




<PAGE>   31

                                                                       EXHIBIT C

                               DESIGNATED CONTACT

                    Account Number 1905057 - 00001 - 1004001
                                   -------------------------


<TABLE>
<S>                                                                       <C>
Notices, Deposit Material returns and communication,
including delinquencies to Depositor                                      Invoices to Depositor should be
should be addressed to:                                                   addressed to:

Company Name:          Seagull Business Software BV                       Seagull Business Software b.v.
                       --------------------------------------             -------------------------------
Address:               Laan der V.N. 60                                   Laan der V.N. 60
                       --------------------------------------             -------------------------------
                       3314 DA Dordrecht                                  3314 DA Dordrecht
                       --------------------------------------             -------------------------------
                       The Netherlands                                    The Netherlands
                       --------------------------------------             -------------------------------
Designated Contact:    Mr. Jan van Zeucen                                 Contact: Mr. Phillip Beukers
                       --------------------------------------                      ----------------------
Telephone:             +31 78 6322800
                       --------------------------------------             -------------------------------
Facsimile:
                       --------------------------------------             -------------------------------

Name of Incorporation: The Netherlands
                       --------------------------------------

Notices and communication, including delinquencies                        Invoices to Preferred Registrant
a Preferred Registrant should be addressed to:                            should be addressed to:

Company Name:          J.D. Edwards & Company                             J.D. Edwards & Company
                       --------------------------------------             -------------------------------
Address:               8055 E. Tufts Avenue                               8055 E. Tufts Avenue
                       --------------------------------------             -------------------------------
                       Denver, CO 80237                                   Denver, CO 80237
                       --------------------------------------             -------------------------------

                       --------------------------------------             -------------------------------
Designated Contact:    Randy Cormack                                      Contact: Randy Cormack
                       --------------------------------------                      ----------------------
Telephone:             303/488-4633                                                303/488-4633
                       --------------------------------------             -------------------------------
Facsimile:             303/488-4679                                                303/488-4679
                       --------------------------------------             -------------------------------
</TABLE>

Requests from Depositor or Preferred Registrant to change the Designated Contact
should be given in writing by the Designated Contact or an authorized employee
of Depositor or Preferred Registrant.

<TABLE>
<S>                                                                      <C>
                                                                         Invoice inquiries and fee
Contacts, Deposit Material and notices to                                remittance to DSI should be
DSI should be addressed to:                                              addressed to:

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

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

Date:
     -------------------------------------------------------
</TABLE>


Copyright 1983, 1995 DSI

<PAGE>   32

                               [SEAGULL LETTERHEAD]


    TECHNOLOGY LICENSE ADDENDUM TO THE AGREEMENT DATED APRIL 1, 1999 BETWEEN
                     J. D. EDWARDS & COMPANY ("CUSTOMER") AND
                    SEAGULL SOFTWARE SYSTEMS, INC. ("SEAGULL")


Addendum Effective Date: September 26, 2000

This Addendum modifies the above-referenced Agreement. The terms of this
Addendum supercede any contrary terms of the above-referenced Agreement. All
other terms remain unchanged and are hereby ratified.

WHEREAS:

A. Subsequent to execution of the above-referenced Agreement SEAGULL has
   introduced new software products; and

B. Customer wishes to license said products for use with Customer's Application
   by End Users; and

C. Customer wishes to simplify administration and achieve maximum flexibility
   in Customer's pricing and merchandising to its End Users by purchasing a
   technology license to such products as well as to the Components in
   accordance with the terms of this Addendum;

NOW, THEREFORE, the parties hereto have executed this Agreement and agree to be
bound by the terms and conditions hereof.

Attached hereto and incorporated by reference are the following documents:

         ADD1 List of Customer ASP's

         ADD2 List of Customer Partners

         ADD3 Software License Agreements for the Components listed in B.iv
              through B.ix below.

DEFINITIONS:

The following definitions replace the corresponding definitions in the
above-referenced Agreement:

A.   "Developer Tools" means any combination of J Walk Developer or GUI/400 ADK
     or Transidiom Developer or HTML to Host Developer or Wireless to Host
     Developer.

B.   "Components" means the following software products in object code form and
     all corrections and updates thereto which Customer is eligible to receive
     under this Agreement, plus associated user documentation in
     machine-readable form.

     i.    J Walk Developer

     ii.   J Walk Server

     iii.  J Walk Client

     iv.   Transidiom Developer

     v.    Transidiom Server (including Transidiom Gateway)

     vi.   HTML to Host Developer

     vii.  HTML to Host Server (including HTML to Host Gateway)

     viii. Wireless to Host Developer

     ix.   Wireless to Host Server (including Wireless-to-Host Gateway)

     x.    GUI/400 ADK

     xi.   GUI/400 RTS Pro

C.   "End Users" means an individual or entity that licenses Customer's
     Application that has been enhanced using any of the Components.



<PAGE>   33

                               [SEAGULL LETTERHEAD]


1.   GRANT OF LICENSE

     A.   The following provisions are hereby added to Section 1 of the
          above-referenced Agreement:

          i.   In addition, SEAGULL hereby grants to customer a
               non-transferable, worldwide, non-exclusive, restricted right to
               reproduce and distribute the Components, including the Developer
               Tools, to Customer's employees expressly and solely for (a)
               developing enhancements to Customer's Application and (b)
               training purposes.

          ii.  For the purpose of maintaining SEAGULL's records regarding what
               End User companies are licensed to use SEAGULL technology, as
               well as for the purpose of coordinating SEAGULL's sales
               organization's activities with respect to Customer's End User
               accounts, Customer shall report to SEAGULL monthly all new
               licensing activity with respect to the Components including the
               account name, city, state/province, and country for each End User
               company to which the Components are distributed each month, and
               shall indicate which Components are licensed to each End User
               company. The quantities of licenses of the Components shall not
               be required to be reported. SEAGULL agrees not to contact End
               User companies identified in such reports without the prior
               consent of Customer, which consent shall not be unreasonably
               withheld.

          iii. The parties hereby expressly agree that the Components may be
               distributed under this Agreement to users of Customer's
               Application via Customer's Authorized Application Service
               Providers ("ASP's") for the Application, a current listing of
               which is attached hereto as Exhibit ADD1 and which shall be
               updated from time to time by Customer.

          iv.  The parties hereby expressly agree that the Components may be
               distributed to End Users for the purpose of modifying and or
               customizing Customer's implementation of the Components to meet
               End Users' unique requirements.

          v.   The parties hereby expressly agree that Customer's Partners (a
               list of which is attached hereto as Exhibit ADD2 and which may be
               amended from time to time with mutual written agreement of the
               parties) may build enhancements to the Application (as further
               defined in this section) which rely on the services of the server
               and client Components and that there shall be no additional
               license fees payable to SEAGULL for an End User's use of the
               Components with said Partner's enhancements with the following
               exception. The parties expressly acknowledge that said Partners
               shall be required to purchase from SEAGULL licenses to Developer
               Tools to enable the development of such enhancements, and that
               Customer shall have no right to provide Developer Tools to
               Partners for the purposes of developing enhancements to the
               Application. For the purposes of this section, enhancements shall
               be defined as Partner's unique implementation of the Components
               linked to Customer's Application; and enhancements shall not
               include third party AS/400 applications which are linked to
               Customer's Application.

          vii. In the event that Customer is merged into, acquired by or
               otherwise combined with a third party (a "Business Combination")
               at any time, use of the Components, including the Developer
               Tools, is expressly limited to use with Customer's Application.
               Additional license fees will be payable for any expansion of
               Customer Application which results from such Business Combination
               or support for any additional applications which results from
               such Business Combination.

               The foregoing notwithstanding, in the event that Customer (a)
               acquires a software product or a company including its software
               products, and such software product(s) operate on the AS/400
               platform or (b) Customer builds new AS/400-based applications or
               new AS/400-based modules for Customer's Application, this license
               and the terms of this Addendum and the Agreement shall be deemed
               to apply to any and all such software product(s), applications,
               or modules.



<PAGE>   34

                              [SEAGULL LETTERHEAD]


2.   TITLE

     The following provision is hereby added to Section 5 of the
     above-referenced Agreement:

     SEAGULL acknowledges that the GUI Panel Files as well as any other
     enhancements to Customer's Application created by Customer with the
     Components (except to the extent such enhancements comprise the Components)
     are proprietary to Customer and that Customer retains all right, title and
     interest in an to such enhancements, including without limitation all
     copyrights and other proprietary rights.

3.   AUTHORIZATION CODES

     Sections 1.F, 1.G, and 2 of the above-referenced Agreement are hereby
     deemed to refer only to those Components for which authorization codes are
     required. SEAGULL hereby represents that as of the date of this Agreement,
     only J Walk and GUI/400 Components require authorization codes and that the
     Authorization Code Generator for said Components has been provided to
     Customer in accordance with the terms of the Agreement.

4.   DEDICATED CONSULTANT

     SEAGULL agrees to dedicate a full-time professional services consultant to
     Customer for the period October 1, 2000 through September 30, 2001 (the
     "Consulting Support Period") at no charge to Customer. Said consultant will
     assist Customer with implementation and support Customer's product
     development team for Customer's Application. From time to time during the
     Consulting Support Period, the parties shall mutually agree based on
     Customer's requirements whether said consultant shall work at Customer's
     site or remotely, and whether said consultant shall be the same individual
     consistently or shall be different individuals based on the skills and
     knowledge required at any particular time. The parties hereby acknowledge
     that their expectation is that during the initial months of the Consulting
     Support Period the consultant shall consistently be the same individual.
     Customer shall reimburse to SEAGULL reasonable and customary travel and
     living expenses for such consultant. Travel for such consultant shall be
     authorized in advance by Customer.

5.   FEES AND PAYMENT

     A.   In consideration for the rights and privileges granted under this
          Addendum, Customer shall pay to SEAGULL a one-time technology license
          fee of five million five hundred thousand dollars ($5,500,000.00),
          plus applicable sales tax, plus maintenance charges as described in
          this Addendum. License fee payment terms are as follows:

               Payment #1      $   500,000.00 September 29, 2000

               Payment #2      $1,500,000.00 Net November 29, 2000

               Payment #3      $3,500,000.00 Net March 29, 2001

          Upon payment of Payment #3, Customer's rights granted herein shall
          become fully paid-up.

     B.   With respect to Customer's license fee payment obligations described
          in Section 3 of the above-referenced Agreement, Customer shall be
          obligated to license fee payments for Client Licenses licensed to End
          Users through the date one day prior to the Effective Date of this
          Addendum. From the Effective Date of this Addendum forward, Customer
          shall have no further obligation to pay the license fees described in
          Section 3 of the above-referenced Agreement.

6.   SUPPORT SERVICES

     A.   The second paragraph of Section 4 of the above-referenced Agreement is
          hereby revised to read as follows:

          Customer is considered to have a valid license for the following
          Development Kits:

                    GUI/400 ADK
                    J Walk Developer
                    Wireless-to-Host Developer
                    HTML-to-Host Developer
                    Transidiom Developer



<PAGE>   35

                              [SEAGULL LETTERHEAD]


     B.   The following provisions comprising the second half of the third
          paragraph of Section 4 of the above-referenced Agreement are hereby
          deleted: "Notwithstanding the foregoing, SEAGULL may elect not to
          provide Customer with new versions of J Walk Server...that contains
          any error corrections contained in such New Versions that are
          applicable to the versions of such software licensed by Customer
          herein."

     C.   The annual fee for support services for the Components shall be:

<TABLE>
<CAPTION>
               Period                                                   Fee
               ------                                                   ---
<S>                                                            <C>
               October 1, 2000 - September 30, 2001            $ 300,000.00
               October 1, 2001 - September 30, 2002              300,000.00
               October 1, 2002 - September 30, 2003              300,000.00
               October 1, 2003 - September 30, 2004*             150,000.00
               October 1, 2004 - September 30, 2005*             100,000.00
</TABLE>

          *These maintenance periods are optional, the prior three maintenance
          periods are not optional.

     D.   Support services shall be provided in accordance with the terms of the
          above-referenced Agreement. Fees are payable annually in advance.

          The definition of "Software" in the first sentence of Exhibit E
          "Support Services Agreement" to the above-referenced Agreement is
          hereby deemed to include all of the Components.

7.   TERM

     The term of the Agreement is hereby revised to be perpetual, unless
     terminated in accordance with Section 7 of the Agreement.

8.   TERMINATION

     Section 7.C of the above-referenced Agreement is hereby deleted in its
     entirety.

9.   EFFECT OF TERMINATION

     A.   Clause 8.B.(ii) "SEAGULL's termination of this Agreement in accordance
          with the provisions of Section 7.C above is hereby deleted.

     B.   Section 8.D is hereby amended to include the survival of the
          provisions of Sections 2, 5, 7, and 13 of this Addendum in the event
          of termination of this Agreement and its Addendum.

10.  MILLENNIUM COMPLIANCE WARRANTY

     Add the following to the last sentence of Section 9 of the above-referenced
     Agreement: ", and (iii) Wireless-to-Host release 1.0 and higher, and (iv)
     HTML-to-Host release 1.0 and higher, and (v) Transidiom release 1.0 and
     higher.

11.  SOURCE CODE ACCESS

     The third paragraph of Section 15 of the above-referenced Agreement is
     hereby revised to read as follows:

          In the event of termination of this Agreement by either party, or in
          the event of termination of maintenance by Customer, SEAGULL's
          obligation to maintain the above-referenced source code escrow
          agreement shall, at Customer's option, (i) terminate or (ii) shall be
          limited to the then-current releases of the Components as of the date
          of the termination of the Agreement or



<PAGE>   36

                              [SEAGULL LETTERHEAD]


          maintenance services, as the case may be. Thereafter, SEAGULL shall
          have no obligation to update the escrow deposit materials.

12.  PRESS RELEASE

     Subject to confidentiality limitations of the above-referenced Agreement,
     Customer hereby agrees that SEAGULL may issue a press release announcing
     Customer's expanded use of SEAGULL technology. SEAGULL shall write the
     release and Customer shall have the opportunity to review and comment on
     and approve the press release before distribution. The parties shall make
     their best efforts to complete such press release within two weeks of the
     date that this Addendum is executed.

13.  ENTIRE AGREEMENT

     This Addendum and the Agreement which it modifies is the complete and
     exclusive statement of the understanding of the parties with respect to the
     transaction contemplated by this Agreement and supersedes any and all prior
     proposals, understandings and agreements. The parties signing below certify
     that they have the authority to commit to the terms and conditions of this
     Agreement on behalf of their respective organizations.

Agreed to and accepted by:

------------------------------------    ------------------------------------
Customer Signature                      SEAGULL Signature

------------------------------------    ------------------------------------
Name (printed)                          Name (printed)

------------------------------------    ------------------------------------
Title                                   Title



<PAGE>   37

                              [SEAGULL LETTERHEAD]


                                  EXHIBIT ADD 1
                                      ASP's



<PAGE>   38

                              [SEAGULL LETTERHEAD]


                                  EXHIBIT ADD2
                                    Partners



<PAGE>   39

                               [SEAGULL LETTERHEAD]


                                  EXHIBIT ADD 3

Software license agreements for:

Transidiom Developer
Transidiom Server
Transidiom Gateway
HTML to Host Developer
HTML to Host Server
HTML to Host Gateway
Wireless to Host Developer
Wireless to Host Server
Wireless-to-Host Gateway