RESELLER AGREEMENT



THIS  AGREEMENT  is made  this  31st  day of  March,  1998 by and  between  Care
Corporation  Limited ("CCL"),  with offices at Abbott  Building,  P.O. Box 3186,
Main Street, Road Town,  Tortola,  British Virgin Islands and Cover-All Systems,
Inc. (the "Company"), with offices at 18-01 Pollitt Drive, Fair Lawn, New Jersey
07410.


WHEREAS,

1. CCL develops and markets  software  products  (including  associated user and
   technical  documentation)  which are the property of and  proprietary  to CCL
   (the "CCL  Software  Products")  together  with CCL  furnished  technical and
   software support services ("CCL Services"). The CCL Software Products and CCL
   Services  are  hereinafter  sometimes  referred to  collectively  as the "CCL
   Product(s)";

2. The Company has, among other things, extensive knowledge and expertise in the
   marketing, sale and support of software products and services with particular
   focus on the financial  services and insurance  industry  market  sectors and
   desires to be appointed and authorized to resell CCL Products;

3. CCL has agreed to appoint the Company as a reseller of CCL  Products  and the
   Company has agreed to accept such  appointment  subject to and in  accordance
   with the terms and conditions hereinafter appearing.

ACCORDINGLY IT IS HEREBY AGREED AS FOLLOWS:

1. Scope of this Agreement

Subject to the terms and  conditions of this  Agreement,  including the Exhibits
referenced  herein  and the terms of CCL  reseller  price and  policy  bulletins
("Reseller  Bulletins")  as issued by CCL from time to time, CCL agrees to sell,
and the Company agrees to purchase,  CCL Products for resale by the Company,  to
end user customers of the Company, during the term of this Agreement.

2. Appointment as Authorized Reseller

   (a)CCL appoints the Company as an authorized reseller ("Reseller") of the CCL
      Products more  particularly  identified and described in Exhibit A hereto,
      as the same may be amended from time to time pursuant to the provisions of
      Section  2(e) below.  The Company  agrees to market CCL  Products  only to
      commercial   end  user   customers   within  the  market   categories  and
      geographical  territory  more  particularly  described  and set  forth  in
      Exhibit B hereto.

   (b)"Reseller" as used in this Agreement  means an entity which, in the normal
      course of its business,  markets and sells the products and/or services of
      a third party  through a direct  sales force to end user  customers of the
      Reseller.

   (c)As  an  authorized  Reseller,  the  Company  agrees  to  comply  with  all
      instructions and directives, relating to authorized Resellers as contained
      in Reseller Bulletins issued by CCL.

   (d)This appointment is non-exclusive and will not prevent CCL from appointing
      other resellers of any kind or from directly marketing the CCL Products to
      end user customers  and/or from supplying CCL Products for resale to other
      resellers.  The Company  will not market or deliver CCL  Products to those
      companies  (if any)  listed in  Exhibit  C to this  Agreement  unless  the
      Company  receives  express  authorization  from CCL which is documented by
      means of a written amendment to this Agreement  executed on behalf of each
      of the parties hereto.

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3. Orders, Delivery and Acceptance

   (a)All orders (including but not limited to orders placed using the Company's
      standard form of purchase order) issued by the Company  hereunder shall be
      in writing,  shall refer to this Agreement and to the applicable "End User
      Agreement"  (as such term is  defined  in  Section  9 below)  and shall be
      forwarded  to CCL at the  address  set  forth  above.  Such  orders  shall
      identify  the type and  quantity of CCL Products to be furnished by CCL to
      the  Company  and specify the  requested  delivery  date for CCL  Software
      Products  and the time  frame for the  performance  of CCL  Services.  Any
      additional terms and conditions contained in or endorsed on any such order
      or any other document  accompanying  or referenced by such order are of no
      effect, and CCL hereby gives notice of objection to such additional terms.
      Orders  will bind CCL only  when  acknowledged  and  accepted  by  written
      confirmation from CCL. CCL shall issue written  acceptance or rejection of
      an order no later than ten (10) days from the receipt of any order form.

   (b)For orders canceled,  rescheduled or otherwise changed by the Company, CCL
      may impose a reasonable cancellation, rescheduling, or change fee.

   (c)Delivery of CCL  Software  Products  which have been  released for general
      commercial  distribution  will be made no later than thirty (30) days from
      the date of acceptance  of the  Company's  order by CCL. The delivery date
      applicable  to CCL  Software  Products  which have not been  released  for
      general commercial distribution will be mutually agreed upon in writing by
      CCL and the Company prior to acceptance  of the  applicable  order by CCL.
      The dates for the furnishing of CCL Services will be mutually  agreed upon
      in writing by CCL and the Company prior to  acceptance  of the  applicable
      order by CCL.  With the  Company's  prior  approval,  CCL may make partial
      deliveries  against any of the Company's orders,  which deliveries will be
      invoiced  and paid for in  accordance  with  the  terms of this  Agreement
      notwithstanding the requirement to make subsequent  deliveries against the
      same order.

   (d)CCL will  ship CCL  Software  Products  in  accordance  with its  standard
      practices. CCL will deliver CCL Software Products and furnish CCL Services
      to the  location(s)  specified in the  Company's  order.  Risk of loss and
      damage to CCL Software  Products will pass to the Company upon delivery to
      the location specified in the applicable order. CCL Software Products will
      be deemed  accepted  if the Company  does not give CCL  written  notice of
      rejection within 30 days after the date of shipment by CCL.

   (e)CCL may delete any CCL Product  from  Exhibit A of this  Agreement  at any
      time upon ninety (90) days prior  written  notice to the Company.  CCL may
      add products  and/or  services to Exhibit A of this  Agreement at any time
      upon written  notice to the Company.  CCL makes no commitment to offer any
      CCL Products to the Company  other than such  products and services as are
      specified in Exhibit A hereto.

4. Reports and Records

      The Company will submit to CCL, if requested by CCL, financial reports and
      other  financial  data as may be  reasonably  requested  by CCL,  and will
      retain for two years its accounts,  agreements and other business  records
      relating to sales of the CCL  Products.  The Company will permit CCL, upon
      reasonable  notice during normal  business hours, to examine such reports,
      financial  data and  records for the limited  purposes  of  analyzing  the
      Company's  financial condition and verifying its compliance with the terms
      of this Agreement.

5. Prices and Discounts

   (a)Prices for CCL Products will be the CCL commercial list price in effect on
      the date CCL accepts the Company's  order,  less the  applicable  reseller
      discount  as  specified  in  CCL's  then  current   applicable   "Reseller
      Bulletin(s)." CCL may revise its list prices,  Reseller discounts, or both
      at any time upon written notice to Company.  If the Company's actual price
      after  discount  for a CCL Product is  increased by any such a revision or
      revisions, then CCL shall give the Company at least ninety (90) days prior
      written notice of such revision or revisions with

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      respect to the CCL Product(s)  affected by any such revision(s),  in every
      other case CCL shall give the Company not less than ten (10) days  written
      notice of any  change  to CCL's  list  price  for any of the CCL  Products
      and/or Reseller Discounts.  The Company will be notified of list price and
      discount revisions by means of Reseller Bulletins issued by CCL.

      [i] Price  decreases will apply to orders shipped after the effective date
of the applicable price decrease.

      [ii]Any price  increase will apply to orders  received after the effective
          date of the  applicable  price  increase  and to all  orders  received
          before its  effective  date but  scheduled  for delivery more than one
          hundred twenty (120) days after such effective date.

      [iiiPrices do not include,  and the Company is responsible for, any sales,
          withholding,  use,  value added,  property and similar taxes levied on
          CCL Products  furnished  pursuant to this Agreement and/or other items
          furnished to the Company by CCL,  exclusive of any and all taxes based
          upon the net income of CCL. Prices for CCL Services do not include the
          expense of travel, lodging and subsistence incurred in connection with
          the performance of such services.  Such expenses will be billed to and
          payable by the Company in  accordance  with CCL's then current  travel
          policy.  Any and all travel  time to and from a CCL  facility  (to the
          Company's  facility or a Company end user facility)  which is incurred
          in connection with the provision of CCL Services will be billed to and
          payable by the  Company at the hourly fee rate of the  applicable  CCL
          personnel engaged in performing such services.

6. Payment Terms

   (a)Invoices  will be issued by CCL on or after  the date of  shipment  of CCL
      Software  Products.  Invoices in respect of CCL Services  will be rendered
      annually in advance for standard software maintenance services and monthly
      in arrears for other CCL Services.  Payment terms are net thirty (30) days
      from the date of invoice. Charges for change, rescheduling or cancellation
      fees,  and for other items or services  will be invoiced as incurred.  CCL
      reserves the right to change payment terms at any time, upon not less than
      ten (10) days prior written notice to the Company,  if in CCL's reasonable
      opinion the Company's financial condition or payment record so warrant.

   (b)CCL may impose a late payment charge equal to the lesser of (i) 1 1/2% per
      month of the  outstanding  amount due, or (ii) the maximum rate allowed by
      law. If the Company  becomes  delinquent in the payment of any amount due,
      CCL may suspend performance under this Agreement, without prejudice to any
      and all  other  remedies  available  to CCL (for  nonpayment)  under  this
      Agreement or at law or in equity.

7. Obligations of Company

   (a)The  Company  will  actively  promote  and  market  the  CCL  Products  in
      accordance  with the  Company's  then current and approved  Marketing  and
      Business Plan.

   (b)On an ongoing  basis the Company will (i)  maintain a qualified  sales and
      technical   staff  of   appropriate   size,   experienced   in  the  sale,
      implementation  and support of client/server  software  applications,  and
      knowledgeable in the CCL Products and related items; (ii) provide end user
      customers  with  technical  support  and  training  in the  use of the CCL
      Software  Products,  and (iii) provide adequate and attractive  facilities
      for the display and demonstration of CCL Software Products.

   (c)Immediately upon receipt thereof, the Company will notify CCL of any legal
      or other  notices  which may affect CCL or its licensors and will promptly
      respond to any complaints regarding CCL Products made by the Company's end
      user customers and will timely notify CCL of any such  complaint  which is
      not promptly resolved by the Company.

   (d)The  Company will market CCL Products  only  pursuant to the terms of this
Agreement.

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<PAGE>



8. Obligations of CCL

   (a)CCL will make available, to a reasonable number of the Company's sales and
      technical  staff,  training  and  related  materials  with  respect to the
      design, implementation and use of CCL Software Products.  Availability and
      details of such training  (including charges, if any) will be as specified
      in CCL's then current applicable Reseller Bulletin.

   (b)CCL will provide the Company, at no charge, with (i) a reasonable quantity
      of  brochures  and  sales  promotion  material  with  respect  to the  CCL
      Products.  Upon  written  request  from  the  Company,  CCL  will  furnish
      additional copies of such materials at CCL's then current charges.

   (c)CCL will provide the Company with periodic  marketing  communications  and
      updates in respect of the CCL Products.

   (d)CCL will  provide the Company with object code  demonstration  versions of
      CCL Software  Products in order to facilitate  the  demonstration  of such
      products  by the  Company  to end  user  customers  and  prospects  of the
      Company.

   (e)CCL will, as mutually agreed upon with the Company,  and on a case by case
      basis,  provide  pre-sales  support to the  Company  when such  support is
      required in connection with the conclusion of a sale of CCL Products to an
      end user customer or prospect of the Company.

   (f)CCL will  provide  the  Company  with  reasonable  access  to CCL  product
      demonstration  capabilities  at the  facility of  International  Insurance
      Technologies,  Inc.  ("IIT"),  CCL's  wholly owned  subsidiary,  in Tampa,
      Florida,  or at such other CCL or IIT facility as is  designated by CCL to
      the Company.

9. Warranties and Disclaimers

   (a)CCL  warrants  that each CCL  Software  Product  furnished  to the Company
      pursuant  to this  Agreement  will  perform (in its  unaltered  format) in
      accordance  with the  functional  specifications  for  such  CCL  Software
      Product as documented in the  application  description  manual ("ADM") for
      each  such  CCL  Software  Product  when  executed  and  operated  by  the
      designated computer equipment and software configuration more particularly
      described  and set  forth  in  Exhibit  D  hereto.  CCL will  deliver  the
      applicable ADM for each software product ordered  hereunder  together with
      delivery of each such CCL Software Product.  The duration of this warranty
      is ninety (90) days from the date of first  delivery of each CCL  Software
      Product  by,  or on  behalf  of,  the  Company  to its  original  end user
      customer. CCL's obligation under this warranty shall be to replace any CCL
      Software  Product which is defective due to damaged or defective  software
      storage media and/or to correct any errors in a CCL Software Product which
      are causing such product not to  substantially  conform to the  functional
      specifications set forth in the applicable ADM.

   (b)EXCEPT AS  PROVIDED  IN  SECTION  12  (INFRINGEMENT  INDEMNIFICATION)  AND
      SECTION 9(a) ABOVE, CCL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
      IMPLIED,  REGARDING  THE  CCL  PRODUCTS.  BY WAY  OF  EXAMPLE  BUT  NOT OF
      LIMITATION,  CCL MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY
      OR FITNESS FOR ANY  PARTICULAR  PURPOSE  WITH RESPECT TO ANY OR ALL OF THE
      CCL PRODUCTS.

   (c)The  warranty  set forth in 9(a) above does not apply to any CCL  Software
      Product  which (i) has been  altered,  except by or under the direction of
      CCL;  (ii) has not been  handled,  installed,  maintained  or  operated in
      accordance with CCL  instructions;  or (iii) has been damaged by accident,
      misuse, negligence or external factors.


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10.End User Customer Agreements

   (a)CCL will provide the Company with end user customer  agreement  forms (the
      "End User  Agreement")  with respect to the licensing and provision of CCL
      Products.

   (b)The  Company  will  make its end user  customers  aware of the  terms  and
      conditions of the End User Agreement  during the course of the sales cycle
      to each such end user  customer.  The Company will obtain three (3) copies
      of a signed  End User  Agreement  from  each  end user  customer  prior to
      submission of an order for CCL Products. The Company will promptly forward
      all three (3) copies of each signed End User  Agreement  (duly executed by
      each of the Company and the end user customer) to CCL. Upon  acceptance of
      the order  relating to any such End User  Agreement,  CCL will execute all
      three (3)  originals  of the End User  Agreement  and return two (2) fully
      executed  originals to the Company.  The Company will return one (1) fully
      executed  original  to the end user  customer  and retain the other  fully
      executed  original  in the  Company's  files for a period of not less than
      seven (7) years.

   (c)The  Company's   obligations  under  this  Section  10  will  survive  the
expiration or termination of this Agreement.

11.Limitation of Liability and Indemnification

   (a)THE  COMPANY'S  SOLE AND  EXCLUSIVE  REMEDIES FOR DIRECT  DAMAGES FROM ANY
      CAUSE  RELATING  TO OR  ARISING  OUT OF THIS  AGREEMENT  WHETHER  BASED ON
      NEGLIGENCE,  BREACH OF CONTRACT,  WARRANTY OR OTHER LEGAL THEORY,  WILL BE
      THOSE  PROVIDED IN THIS  AGREEMENT.  EXCEPT FOR CLAIMS  ARISING OUT OF CCL
      OBLIGATIONS  UNDER  SECTION  12,  CCL'S  LIABILITY  FOR ANY AND ALL CLAIMS
      (ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT)   WHETHER  BASED  ON
      NEGLIGENCE,  BREACH OF CONTRACT, WARRANTY OR OTHER LEGAL THEORY, SHALL NOT
      EXCEED THE ACTUAL AMOUNT PAID BY THE COMPANY FOR THE SPECIFIC  PRODUCT(S),
      SERVICE(S), OR OTHER ITEM(S), GIVING RISE TO THE CLAIM.

   (b)IN NO EVENT WILL CCL BE LIABLE FOR ANY  INCIDENTAL,  INDIRECT,  SPECIAL OR
      CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF
      GOODWILL  OR OTHER  DIMINUTION  IN THE  VALUE OF THE  COMPANY"S  BUSINESS,
      REVENUES, PROFITS OR SAVINGS, EVEN IF CCL KNEW OR SHOULD HAVE KNOWN OF THE
      POSSIBILITY OF SUCH DAMAGES.

   (c)Except for the  remedies  provided to the Company in this  Agreement,  the
      Company will  indemnify and hold CCL harmless  against any claims,  costs,
      damages and  liabilities  arising out of or in any way connected  with (i)
      any breach of this Agreement by Company,  its employees or agents and (ii)
      any claim by end user  customers  or other third  parties  with respect to
      Company's  products or other non-CCL  products  provided,  recommended  or
      referred by the Company or  recommended,  referred  or  introduced  to the
      Company as provided in (d) below.  Such  indemnification  will include all
      reasonable  legal fees and other costs  incurred by CCL in  defending  any
      such claims.  Termination  of this Agreement will not affect the Company's
      indemnification obligations pursuant to this Section 11(c).

   (d)CCL may direct the Company to third parties  having  products which may be
      of interest to the Company for  marketing or use in  conjunction  with CCL
      Products.   Notwithstanding   any   CCL   recommendation,    referral   or
      introduction,  the Company will  independently  investigate and test third
      party  products  and  will  have  sole   responsibility   for  determining
      suitability  for  marketing  or use of third  party  products.  CCL has no
      liability  with  respect  to  claims  relating  to  or  arising  from  the
      marketing, sale or use of such third party products.

   (e)CCL shall have no liability  with respect to any claim of the Company or a
      third party on account of,  resulting  from,  or arising out of the use of
      any software product furnished to the Company by CCL (pursuant to this

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      agreement) and which software  product is provided to CCL by a third party
      licensor  (including  software  derived  from such third party  licensor's
      software).  Licensors  of  software  to CCL shall  have no  obligation  to
      furnish any assistance,  information or documentation  with respect to any
      such software product.

12.Infringement Indemnification

   (a)CCL, at its own expense, will defend and indemnify the Company against any
      claim that CCL Software Products (to include the intellectual  property of
      any third party which is comprised  in any of the CCL  Software  Products)
      furnished  under  this  Agreement  infringe  a  United  States  patent  or
      copyright or are subject to any claim of misappropriation of trade secrets
      protected  under  United  States law,  provided  the Company (i) gives CCL
      prompt  written  notice of any such claim (of which the Company has actual
      notice, whether direct or indirect) in the manner prescribed by Section 17
      of this  Agreement,  (ii)  permits CCL to defend or settle the claim,  and
      (iii) provides all  reasonable  assistance to CCL in defending or settling
      such claim.

   (b)As to any CCL  Software  Product  which is or, in the opinion of CCL,  may
      become subject to a claim of  infringement  or  misappropriation,  CCL may
      elect to (i) obtain the right of continued remarketing and use of such CCL
      Software  Product  for the  Company  or (ii)  replace  or modify  such CCL
      Software  Product to avoid such claim.  If neither  alternative is, in the
      opinion of CCL,  available  on  commercially  reasonable  terms,  then the
      Company,  at the  request  of CCL,  will  discontinue  remarketing  of the
      affected CCL Software.

   (c)CCL will not defend or indemnify the Company if any claim of  infringement
      or misappropriation (i) results from modification or alteration of any CCL
      Software  Product by the Company or any third party,  or (ii) results from
      use of any CCL Software Product in combination with any non-CCL product.

   (d)This Section 12 states the entire  liability of CCL and the Company's sole
      and  exclusive  remedies  for patent or copyright  infringement  and trade
      secret misappropriation.

   (e)The  provisions  of this  Section  12  shall  survive  the  expiration  or
termination of this Agreement.

13.License Rights With Respect to CCL Software Products

   (a)Title to all CCL  Software  Products  supplied to the Company by CCL under
      this Agreement will remain with CCL or its licensors, and the Company will
      acquire  no  rights  whatsoever  to any CCL  Software  Product  except  as
      expressly granted and set forth in this Section 13.

   (b)Subject always to the Company's  compliance  with all of the provisions of
      this   Section  13  CCL  hereby   grants  to  the   Company  a   personal,
      non-transferable  and  non-exclusive  right  to:  (i)  distribute  the CCL
      Software  Products  only to end user  customers of the Company  which have
      entered into an executed End User  Agreement as provided for by Section 10
      hereof,  (ii) use for demonstration  purposes such object code versions of
      CCL Software Products as may bc provided to the Company by CCL in order to
      effect the purposes of this Agreement, (iii) install CCL Software Products
      on the Company's end user customer computer  equipment subject to such end
      user customer  having  entered into an End User  Agreement  which has been
      executed by such  customer  and CCL,  and (iv) use CCL  Software  Products
      furnished to an end user customer of the Company (subject to such end user
      customer having entered into an End User Agreement which has been executed
      by such  customer  and CCL) for the  purpose  of  providing  such end user
      customer with implementation, training and/or technical support services.

   (c)The Company  shall not delete or alter any  proprietary  rights or similar
      notices appearing on CCL Software Products.

   (d)The  Company   acknowledges  that  the  CCL  Software  Products  (and  all
      intellectual  property  relating  to or  comprised  in  the  CCL  Software
      Products,  including  but not limited to any or all of the  program  code,
      system

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      architecture  or  design  of  the  CCL  Software  Products)  are  valuable
      proprietary  trade secrets of CCL and that the Company shall  maintain the
      CCL Software  Products in the strictest  confidence in accordance with the
      stipulations of this Agreement.

   (e)The Company agrees (except as is expressly  authorized by this  Agreement)
      not to use,  provide,  or  otherwise  disclose,  or make  available to any
      person or entity,  in whole or in part, any CCL Software Product except as
      authorized  by and  subject to the terms of this  Agreement.  The  Company
      agrees not to reverse engineer,  decompile or disassemble any CCL Software
      Product,  or any part or  portion  thereof,  or to create or to attempt to
      create a derivative  work based upon the CCL  Software  Products or any of
      them or any part or  portion  thereof,  including  but not  limited to the
      system design and architecture of the CCL Software Products.

   (f)The  Company  agrees  to apply the same  standard  of care it  applies  to
      protect its own  confidential  and proprietary  information to protect the
      CCL Software Products. The Company shall advise all of Company's employees
      having a need to use the CCL Software  Products on the  Company's  behalf,
      for the purposes  contemplated by this  Agreement,  of the proprietary and
      confidential  nature of the CCL Software Products and all of the Company's
      obligations  hereunder with respect to the use and safeguarding of the CCL
      Software  Products.  Each such employee  shall be obligated to protect the
      CCL Software  Products from  unauthorized  disclosure  (as required by the
      terms of this Agreement)  pursuant to an appropriate  written and executed
      non-disclosure agreement.

14.Trademarks and Trade Names; Advertising

   (a)As an  authorized  Reseller,  the Company  shall have the right to use the
      legend  "Authorized  Reseller of Care  Corporation  Software  Products and
      Services"  in  signs,  advertising,  correspondence,  proposals  or  other
      materials,  provided  that such  legend  appears in type  smaller and less
      prominent than the Company's own name or mark.

   (b)CCL will  provide  the  Company  with  formats  for use by the  Company in
      advertising  and  promoting the CCL  Products.  In using the formats,  the
      Company  will  comply with all  related  instructions  provided by CCL. In
      addition,  CCL will provide the Company with written  guidelines to assist
      the Company in developing other  advertising and promotional  programs and
      materials for the CCL Products.  All  materials  relating to  advertising,
      promotion or any other form of publicity  with respect to the CCL Products
      must be  submitted  by the  Company to CCL and  approved in writing by CCL
      (except as to price and terms of sale the Company  intends to offer) prior
      to the use of any such materials by the Company.

   (c)No right or license is granted by CCL to the Company to use CCL trademarks
      or trade names except as they appear on the CCL  Products  marketed by the
      Company or as  authorized  by CCL in connection  with the  advertising  or
      promoting of such products. The Company will not affix any CCL trademarks,
      logos or trade names to any of the Company's products and will not disturb
      any legend, notice, label, plate,  designation of any CCL trademark,  logo
      or trade name or serial numbers on CCL Products.

   (d)The Company  will not include  CCL  trademarks  or trade names in any name
      under which the Company does business.

15.Protection of Confidential & Proprietary Information

   (a)For the purposes of this  Agreement,  "Information"  means any information
      (including   but  not  limited  to   technical,   financial  and  business
      information)  which  is  confidential  and/or  proprietary  to  CCL or the
      Company  and which  information  is marked  or  designated  "proprietary",
      "restricted", "confidential" or with a similar notice or designation.


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<PAGE>



   (b)Each party agrees that any Information that is furnished or made available
      or otherwise disclosed to the other party pursuant to this Agreement shall
      remain the property of the disclosing party.

   (c)Each party further  acknowledges  that any and all Information,  disclosed
      hereunder,  is valuable  proprietary and  confidential  information of the
      disclosing party.

   (d)If Information is designated as  confidential  by an oral  statement,  the
      disclosing party shall confirm such disclosure in writing to the receiving
      party no later  than ten (10)  days  after  the oral  disclosure  and such
      written confirmation shall state the date and place of the disclosure, the
      individuals  to whom the  Information  was disclosed and the nature of the
      Information.

   (e)The parties agree that all Information  shall be used solely in connection
      with  effecting  the purposes of this  Agreement,  shall be kept  strictly
      confidential,  and  shall be  treated  by the  receiving  party and by any
      person authorized pursuant to the terms of this Agreement,  to have access
      thereto, as being valuable confidential and proprietary information of the
      disclosing party.

   (f)The receiving  party shall not,  without the prior written  consent of the
      disclosing  party hereto,  disclose,  provide or otherwise  make available
      Information  to any person or entity other than those of its employees who
      have a need to know such  Information in order for the receiving  party to
      carry out its obligations or exercise its rights hereunder.  The receiving
      party shall  require its employees  who have access to  Information  to be
      made  aware  of its  confidential  and/or  proprietary  nature  and of the
      applicable  requirements  relative to  maintaining  the confidence of such
      Information.  The receiving  party shall enforce these  provisions for the
      benefit of the  disclosing  party.  The receiving  party shall protect the
      disclosing  party's  Information from unauthorized use or disclosure using
      the same  standard  of care which it uses to protect  its own  proprietary
      and/or confidential  information.  The obligations of the parties pursuant
      to this Section 15 shall survive the  termination or  cancellation of this
      Agreement with respect to each item of Information  until the  Information
      comes into the public domain  through no fault of the  receiving  party or
      its employees.

   (g)This section 15 will not be construed to grant to the Company,  or to CCL,
      any license or other rights in  Information,  except (with  respect to the
      Company only) as is expressly set forth in this Section 15.

   (h)Upon termination of this Agreement,  the receiving party will either.  (i)
      promptly  destroy  (and  certify  such  instruction  by written  letter of
      confirmation  to the  disclosing  party) or (ii) return to the  disclosing
      party all copies of Information in the Company's possession.

16.Term and Termination

   (a)This  Agreement  will begin on the Effective  Date  specified on the first
      page of this Agreement and continue in effect unless and until  terminated
      as provided below.

   (b)Either CCL or the Company may terminate  this  Agreement  without cause at
      any time upon six (6) months prior written notice.

   (c)Except as  provided  in Sections  16(d) and 16(e),  if either  party is in
      breach of any term of this  Agreement,  which  breach (if capable of cure)
      remains  uncured after the expiration of thirty (30) days from the date of
      written  notice of such breach  (given by the non  breaching  party to the
      other party) then this  Agreement may be  terminated  forthwith by written
      notice to the breaching party.

   (d)CCL may terminate  this  Agreement at any time upon not less than ten (10)
      days prior  written  notice to the Company if the Company  breaches any of
      its obligations under Sections 9, 12, 13 or 14 hereof and which breach. if
      capable of cure,  remains uncured at the end of the aforesaid ten (10) day
      notice period.


                                    -8-
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<PAGE>



   (e)If the  Company  fails to meet the terms of  payment  as  provided  for by
      Section 5 of this  Agreement,  CCL will have the right at any time,  after
      the  expiration  of ten (10) days from the date of  written  notice to the
      Company  demanding  the  payment  of any  sum  which  is  outstanding,  to
      terminate  this  Agreement  forthwith  by  giving  written  notice of such
      termination to the Company.

   (f)Orders outstanding on the effective date of termination will be subject to
      acceptance or rejection at the sole discretion of CCL, and if accepted all
      performance by the parties shall be effected as if this Agreement remained
      in full force and effect. Payment terms for any order(s) accepted pursuant
      to this Section 16(f) will be as specified by CCL to the Company.

   (g)Upon the effective  date of  termination  (i) the Company will pay CCL for
      all  CCL  Products  furnished  hereunder  (irrespective  of  the  dale  of
      delivery)  and any all other  amounts  then owed by the Company to CCL and
      (ii) the Company will  discontinue use of its designation as an authorized
      Reseller of CCL.

17.Other Provisions

   (a)The  relationship  of CCL and the Company under this  Agreement is that of
      independent  contractors  and neither is authorized to act as the agent of
      the other. This Agreement does not create nor is it intended to create any
      joint venture,  franchise or other form of business  relationship  between
      the parties hereto. The Company will make no representations  with respect
      to CCL Products other than as set forth in CCL supplied  documentation  or
      other materials.

   (b)Any failure or delay by either CCL or the Company in exercising  any right
      or remedy,  available to either CCL or the Company under this Agreement or
      at law or in  equity,  will not  constitute  a waiver of any such right or
      remedy.  The waiver of any single act of default will not waive subsequent
      defaults of the same or different kind.

   (c)The Company shall comply with all applicable  laws and  regulations of the
      United States,  including, but not limited to those relating to the export
      of  commodities,  technical  data,  and direct  products of such technical
      data.  The Company  shall  obtain  written  consent or  authorization,  if
      required, of the Office of Export Administration of the U.S. Department of
      Commerce prior to exporting or reexporting Products.

   (d)Neither  this  Agreement  nor any  right or  obligation  hereunder  may be
      assigned by the Company. Any such assignment or attempted assignment shall
      be void. A change in control or ownership of the Company (or its parent or
      any  affiliated  companies)  or  sale of all or  substantially  all of the
      capital stock of the Company will be deemed an assignment. Notwithstanding
      the foregoing, the Company may assign its rights and obligations hereunder
      to a subsidiary or affiliate of the Company upon prior  written  notice to
      CCL.

   (e)All notices  required by this Agreement to be given to the Company will be
      sent by certified or  registered  mail to its address on the first page of
      this Agreement.  All notices required by this Agreement to be given to CCL
      will be sent by certified or registered mail addressed to:

               Abbott Building
               P.O. Box 3186
               Main Street
               Road Town, Tortola, British Virgin Islands

               Attention:  President

   (f)If any  provision  or any part of a provision of this  Agreement  shall be
      held to be invalid or  unenforceable  such invalidity or  unenforceability
      shall not invalidate or render  unenforceable  the entire  Agreement,  but
      rather the entire  provision or the Agreement shall be construed as if not
      containing  the   particular   invalid  or   unenforceable   provision  or
      provisions,  and the  rights  and  obligations  of the  parties  shall  be
      construed and enforced accordingly.

                                    -9-
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<PAGE>



   (g)No  provisions  of this  Agreement  shall be  deemed  waived,  amended  or
      modified by either party, unless such waiver, amendment or modification is
      in writing and signed by a duly authorized  representative  of each of the
      parties hereto.

   (h)Notwithstanding  anything in this Contract to the contrary,  neither party
      shall  be held  responsible  for  any  delay  or  failure  in  performance
      hereunder caused by fires, strikes, embargoes,  governmental requirements,
      civil or  military  authorities,  Act of God or by  public  enemy,  act or
      omission of common or private carriers or other causes beyond such party's
      reasonable control and without such party's fault or negligence (each such
      event being called a "Contingency").  Each party shall promptly notify the
      other party in writing of any Contingency  which occurs during the term of
      this  Agreement  and which  Contingency  impairs such  party's  ability to
      perform its obligations pursuant to this Agreement.

   (i)The Company  will not engage in any  deceptive,  misleading,  unethical or
      improper practices which may reflect adversely on CCL or the CCL Products.

   (j)This Agreement set forth the entire  agreement and  understanding  between
      the  parties as to the  subject  matter  hereof and  supersedes  all prior
      understandings,  agreements,  proposals or discussion  between  them,  and
      neither of the parties  shall be bounded by any  conditions,  definitions,
      warranties, understandings or representations with respect to such subject
      matter other than as expressly provided herein, or as duly set forth on or
      subsequent  to the  effective  date hereof in writing and signed by a duly
      authorized representative of each of the parties.


                                    -10-
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<PAGE>




IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by its duly  authorized  representatives,  the day,  month and year first before
written.

Care Corporation Limited                        The Company

By:                                          By:

Name: Mark Johnston                          Name: Brian Magowan

Title: Director                              Title: Chief Executive Officer


                                    -11-
                                         03/31/98/JOD/12006/001/AGREE/263170.2


<PAGE>



                                   EXHIBIT A

                 DESCRIPTION OF CCL SOFTWARE PRODUCTS AND CCL
                  SERVICES WHICH ARE SUBJECT TO THIS RESELLER
                                   AGREEMENT


CARE Software

The  CARE  Software  is  described  in  the  following   documents,   which  are
incorporated herein by reference for all purposes:

      1. Volume 1, CARE Systems  User's Guide:  System  Operations,  for release
5.5.1 released on February 28, 1996.

      2. Volume 2, CARE Systems User's Guide: Reports,  Forms, & Correspondence,
for release 5.5.1 released on February 28, 1996.

      3. Volume 3, CARE Systems User's Guide:  System Setup &  Maintenance,  for
release 5.5.1 released on February 28, 1996.

      4. Volume 4, CARE Systems User's Guide:  United States Edits,  for release
5.5.1 released on February 28, 1996.

      5.  All  such  updates,  revisions,  amendments,   modifications,   and/or
supplements to the foregoing.


                                         03/31/98/JOD/12006/001/AGREE/263170.2


<PAGE>



                                   EXHIBIT B

                     DESCRIPTION OF MARKET CATEGORIES AND
                            GEOGRAPHICAL TERRITORY


   THE GEOGRAPHIC  TERRITORY  EXPRESSLY  EXCLUDES THE COMMONWEALTH OF AUSTRALIA,
THE DOMINION OF NEW ZEALAND, AND THE UNITED STATES OF AMERICA.





                                         03/31/98/JOD/12006/001/AGREE/263170.2


<PAGE>



                                   EXHIBIT C


                   LISTING OF COMPANIES TO WHICH THE COMPANY
                    WILL NOT MARKET OR RESELL CCL PRODUCTS

None.

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<PAGE>


                                   EXHIBIT D

                       DESIGNATED EQUIPMENT AND SOFTWARE
                   CONFIGURATION IS FOR THE EXECUTION OF CCL
                               SOFTWARE PRODUCTS

To be provided within 15 days from the date herof.

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