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                                  EXHIBIT 10.19
                   FORM OF SOFTWARE BUSINESS PARTNER AGREEMENT

                             SALESLOGIX CORPORATION

                       SOFTWARE BUSINESS PARTNER AGREEMENT


THIS AGREEMENT is made and entered into on ______________________, 199 _, by and
between SALESLOGIX CORPORATION, a Delaware corporation (hereinafter referred to
as "Vendor"), with its principal office currently located at 8800 North Gainey
Center Drive, Suite 200, Scottsdale Arizona, 85258, USA, and

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                             (Business Partner Name)

(hereinafter referred to as "Business Partner"), who conducts business as
(please check applicable box)

/ /      a sole proprietorship

/ /      a general partnership organized under the laws of the State of 
         whose General Partner(s) is/are


/ /      a limited partnership organized under the laws of the State of 
         whose General Partner(s) is/are

/ /      a corporation organized under the laws of the State of

/ /      other (identify in detail)

with its principal place of business currently located at:

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                                    (Address)

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                                    (Address)

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      (City)                      (State/Province)               (Zip Code)

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 (Telephone Number)                                          (Country)

Vendor desires to distribute certain proprietary and licensed computer software
programs and related documentation and other materials ("Products"). Business
Partner desires to obtain the right to order Products from Vendor and act as an
independent marketer/consultant and reseller of Vendor's Products.

1.       GRANT OF LICENSE

         1.1.     DISTRIBUTION LIMITATIONS - Business Partner shall market,
                  distribute, and license the Products only to end-users
                  ("Customers") for their own internal use and not for resale.
                  Business Partner shall not authorize or appoint any dealers,
                  agents, representatives, sub-distributors, original equipment
                  manufacturers, value added resellers, systems integrators, or
                  other third parties to distribute or sub-license the Products.
                  Business Partner shall provide each Customer with the original
                  Vendor licenses included in the Product materials.

         1.2.     COPYRIGHT, TRADEMARK AND PROPRIETARY NOTICES - Business
                  Partner agrees not to remove any copyright notices, trademark
                  notices or any confidential or proprietary legends from any
                  Products. Business Partner agrees to reproduce all notices on
                  any copies or modifications of Products as permitted herein.
                  All materials containing Product names must contain applicable
                  trademark notices. No reproduction of Products or any part
                  thereof may be made without the prior written permission of
                  the Vendor signed by an officer of Vendor. Business Partner
                  will not publish, nor cause or permit to be published, any
                  advertising referring in any way to Vendor or Products without
                  the prior written permission of the Vendor signed by an
                  officer of Vendor.
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         1.3.     LICENSE LIMITATIONS - No ownership right is granted to
                  Business Partner in any intellectual property relating to the
                  Products. No right is granted for Business Partner to
                  replicate, produce, copy, or alter the Products. No right is
                  granted for Business Partner to use, distribute, rent, lease,
                  lend, supply, or market the Products, except as expressly
                  provided for in this Agreement. Business Partner shall not
                  decompile, disassemble, or reverse engineer the Products.



2.       VENDOR'S RESERVED RIGHTS

         2.1.     NONEXCLUSIVITY; OTHER DISTRIBUTION - Business Partners rights
                  to distribute Products hereunder are nonexclusive. Vendor
                  reserves the right from time to time and in its sole
                  discretion to increase or decrease the number of authorized
                  Business Partners of the Products, and to distribute the
                  Products using its own personnel or independent sales
                  representatives, or via any other distribution channel.

         2.2.     DISCONTINUING PRODUCTS - Vendor reserves the right, at any
                  time, to discontinue distribution of any or all Products or
                  versions of Products, or to discontinue support, maintenance,
                  or the provision of new versions, updates, or corrections for
                  any Product without liability.

         2.3.     PRODUCT MODIFICATIONS - Vendor reserves the right, at any
                  time, to make such modifications to the Products as it sees
                  fit in the operation, performance, or functionality of the
                  Products.

         2.4.     END USER - Vendor reserves the right, with the consent of the
                  Customer, to intervene and take required measures to ensure
                  that the sales or implementation process is performed at
                  Vendor satisfaction.

3.       PRODUCT ORDERS AND SUPPLY

         3.1.     ACCEPTANCE BY VENDOR - All orders placed with Vendor for
                  Products shall be subject to acceptance by Vendor, in its sole
                  good faith discretion, at its principal place of business.

         3.2.     DELIVERY SCHEDULE AND DELAYS - Vendor shall not be liable for
                  any damages to Business Partner or to any other person for
                  Vendor's failure to fill any orders or for any delay in
                  delivery or error in filling orders for any reason whatsoever.
                  Vendor reserves the right to apportion Products in its sole
                  discretion when demand exceeds available supply.

         3.3.     PARTIAL SHIPMENTS - Unless Business Partner clearly directs
                  otherwise, Vendor may make partial shipments against Business
                  Partner orders due to Product availability, which shipments
                  shall be separately invoiced and paid by Business Partner upon
                  shipment, without regard to subsequent shipments.

         3.4.     VENDOR CANCELLATION - Vendor reserves the right to cancel or
                  delay shipment of any orders placed by Business Partner and
                  accepted by Vendor, if Business Partner (a) fails to make any
                  payment as provided in this Agreement; (b) fails to meet
                  reasonable financial and Certification Program requirements
                  established by Vendor, or (c) otherwise fails to comply with
                  the terms and conditions of this Agreement.

         3.5.     SHIPMENT - All Products will be shipped F.O.B. point of
                  manufacture. All shipments will be made with shipping charges
                  prepaid by Vendor, and unless otherwise directed by Business
                  Partner, Vendor shall select a common carrier. Vendor shall
                  not bear any liability regarding delivery by that carrier.
                  Costs for shipment shall be included in the invoice price.
                  Risk of loss shall be borne by Business Partner upon delivery
                  of the Products to the carrier for shipment.

4.       PRICES AND PAYMENTS FOR PRODUCT  LICENSES

         4.1.     BUSINESS PARTNER PRICE - Business Partner shall be entitled to
                  receive Business Partner pricing as specified in the Business
                  Partner Discount Schedule and the Price List published by
                  Vendor and in effect at the time of the order. Prices or
                  discounts as offered are subject to change without prior
                  notice. All orders for Vendor's products must have a
                  confirming purchase order number from Business Partner.

         4.2.     PAYMENT - Payment for Products shall be due and paid prior to
                  shipment of Products, except as otherwise agreed by Vendor and
                  Business Partner. Vendor reserves the right, in its
                  discretion, and upon satisfactory completion by Business
                  Partner of Vendor's credit review, to grant payment terms to
                  Business Partner.

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         4.3.     END-USER PRICES - Business Partner shall have sole and
                  absolute discretion to determine its own retail prices for the
                  Products.

5.       OTHER OBLIGATIONS OF BUSINESS PARTNER

         5.1.     MARKETING - Business Partner shall use its best efforts to
                  promote and market the Products. Business Partner shall
                  provide sufficient qualified staff to carry out its obligation
                  to actively market and solicit sales of Products. Business
                  Partner will include a representative listing of all Products
                  in applicable catalogs and published price lists. Business
                  Partner will display and demonstrate appropriately configured
                  Products. Business Partner shall have at least one (1)
                  certified individual competent to demonstrate each Product.
                  Business Partner shall pursue all marketing leads received
                  from Vendor in accordance with established Vendor procedures.

         5.2.     PRODUCT APPLICABILITY - Business Partner assumes sole
                  responsibility for the selection and recommendation of the
                  Products to achieve the desired results and business purposes
                  of Customers.

         5.3.     VENDOR PACKAGING - Business Partner will distribute Software
                  Products as shipped by Vendor, with all packaging,
                  documentation, warranties, disclaimers, registration cards,
                  and license agreements intact.

         5.4.     PRODUCTION COPYING - Business Partner shall not under any
                  circumstances make any copies of the Products without Vendor's
                  prior written permission.

         5.5.     NOTIFICATION OF PRODUCT ERRORS AND OMISSIONS - Business
                  Partner shall identify and promptly inform Vendor of any
                  design or programming errors or omissions in the Products of
                  which it becomes aware and consult with Vendor regarding
                  necessary corrections and or modifications.

         5.6.     CUSTOMER LICENSE ENFORCEMENT - Business Partner shall use its
                  best efforts to assist Vendor in the protection of Vendor's
                  legal rights and to enforce the end user license agreements
                  relating to the Products. Business Partner shall cooperate
                  fully with Vendor in any action by Vendor in the event of an
                  actual or threatened violation of Vendor's proprietary rights
                  by any person or entity.

         5.7.     MARKETING PRACTICES - Business Partner shall (a) perform its
                  duties in a manner that will preserve the reputation and
                  promote the goodwill, name, and interests of Vendor and the
                  Products; (b) avoid deceptive, misleading, or unethical
                  practices that are or might be detrimental to Vendor, Products
                  or the public, including but not limited to disparagement of
                  Vendor or Products; (c) make no false or misleading
                  representation with respect to the Products or Vendor; (d) not
                  publish or use any misleading or deceptive advertising
                  material; and (e) make no representations with respect to the
                  Products or Vendor that are inconsistent with the literature
                  distributed by the Vendor, including all warranties,
                  disclaimers, and support policies contained in such
                  literature.

         5.8.     BUSINESS PRACTICES - Business Partner shall perform its duties
                  in compliance with all applicable laws and shall hold Vendor
                  harmless and indemnify Vendor for, from and against any loss,
                  claim, damage, liability, or expense, including reasonable
                  attorney's fees, arising from any violation of law by Business
                  Partner.

         5.9.     USE OF SALESLOGIX SYSTEM- Business Partner shall utilize the
                  "SalesLogix System" to obtain and report on leads generated by
                  Vendor.

         5.10.    BUSINESS PARTNER CERTIFICATION - See Exhibit _ for levels of
                  certification.

6.       VENDOR SUPPORT OBLIGATION

         6.1.     PRODUCT PERFORMANCE - Vendor will use its reasonable efforts
                  to make the Products perform substantially in accordance with
                  the product description set forth in the relevant
                  Documentation that accompanies the Products, as it may exist
                  from time to time. However, Business Partner acknowledges that
                  inevitably some errors may exist in the Products, and the
                  presence of such errors shall not be a breach of this
                  provision.

         6.2.     BUSINESS PARTNER TECHNICAL SUPPORT - Business Partner will be
                  given access to Vendor's technical support telephone line,
                  along with access authorization for technical support. On-site
                  technical support may be provided by Vendor on a case-by-case
                  basis at Vendor's then-current fees or for a fee mutually
                  agreed to by Business Partner.

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7.       INDEMNIFICATION

         7.1.     AUTHORITY - Vendor warrants that the licensing of the Products
                  to Customers for commercial use will not infringe or violate
                  any copyright, patent, trade secret, trademark, or proprietary
                  right existing under the laws of the United States or any
                  state or territory thereof of any other person or entity.

         7.2.     VENDOR INDEMNIFICATION - Vendor agrees, for as long as copies
                  of the Products sold by Business Partner are in use by
                  Customers licensed by Business Partner, to indemnify and hold
                  Business Partner harmless for, from and against any loss,
                  claim, damage, liability, expense, or cost, including
                  reasonable attorneys' fees, arising out of any claim, demand,
                  or suit to the extent a Product violates any copyright,
                  patent, trade secret, trademark, or proprietary right existing
                  under the laws of the United States or any state or territory
                  thereof, provided that such indemnity shall not apply if the
                  violation arises out of use of the Products in combination or
                  in connection with other products or components, and such
                  violation would not have existed from use of the Products on a
                  stand-alone basis ("Claim").

         7.3.     INDEMNIFICATION TERMS - The indemnification obligation in
                  Section 8.2 shall be effective only if: (1) Business Partner
                  is not in default of its payment obligations to Vendor, (2)
                  Business Partner has given prompt notice of the Claim and
                  permitted Vendor to control the defense and settlement, if
                  any, and (3) Business Partner has reasonably cooperated in the
                  defense of the claim. To reduce or mitigate damages, Vendor
                  may at its own expense procure the right for Business Partner
                  to continue licensing and distributing the Product or replace
                  it with a non-infringing product. If Vendor supplies a
                  non-infringing update or version of the Product, Business
                  Partner shall promptly supply the same to its Customers and
                  install the same at its Customer locations. If, in its
                  judgment, Vendor deems that, due to the Claim or for any other
                  reason, it is not in Vendor's interest to continue
                  distributing the Products, Vendor, without breaching this
                  Agreement, may terminate the distribution of any or all of the
                  Products.

         7.4.     BUSINESS PARTNER INDEMNIFICATION - Business Partner will
                  defend and indemnify Vendor for, from and against, and hold
                  Vendor harmless from, any and all losses, claims, damages,
                  liabilities and expenses, including reasonable attorney fees
                  and costs of litigation, resulting from any improper acts or
                  omissions by Business Partner relating to its activities in
                  connection with this Agreement, or any material breach by
                  Business Partner of any of its obligations under this
                  Agreement, misrepresentations relating to Vendor, Products, or
                  this Agreement. Business Partner shall be solely responsible
                  for any claims, warranties, or representations made by
                  Business Partner or Business Partner's employees or agents
                  which differ from the warranty provided by the Vendor in the
                  Customer License, included by Vendor with Products. Vendor
                  shall have no obligation to Business Partner to defend or
                  satisfy any claims made against Business Partner that arise
                  from the use, marketing, licensing, or disposition of the
                  Products by Business Partner that is not expressly authorized
                  by this Agreement.

8.       LIMITED WARRANTY POLICY

         8.1.     Vendor warrants that all materials furnished by Vendor
                  pursuant to this Agreement constitute an accurate manufacture
                  of such Vendor product at the time of purchase and that Vendor
                  will replace any such Vendor material found to be thus
                  defective, provided such defect is found within ninety (90)
                  days of purchase by Business Partner. The defective materials
                  (including the original distribution program diskettes) must
                  be returned to Vendor at Business Partner's expense, and the
                  Business Partner must obtain a Return Merchandise
                  Authorization number (an R.M.A. number) from Vendor before
                  sending materials to Vendor. The R.M.A. number must appear on
                  the outside of the package that is returned to Vendor.

         Provided Business Partner has complied with this Section 9.1, all
                  software found to have a diskette media defect will be
                  repaired or replaced by Vendor at no charge if it is reported
                  to Vendor within ninety (90) days of purchase by Business
                  Partner. Repairs or replacements requested after the warranty
                  period will be subject to a handling charge which may include
                  cost of materials and charges for labor.

         THE ORIGINAL DISTRIBUTION PROGRAM DISKETTE(S) IN RECOGNIZABLE FORM WILL
                  BE REQUIRED IN ORDER TO RECEIVE REPAIRS OR REPLACEMENTS.

         8.2.     VENDOR MAKES NO WARRANTIES OTHER THAN THOSE CONTAINED HEREIN.
                  Business Partner acknowledges that Vendor's sales literature
                  is intended to be descriptive only and does not create any
                  warranties. Any oral or written representations made by
                  Business Partner, and/or Business Partner's employees and/or
                  agents to any customers of Business Partner shall not be
                  binding on Vendor, unless such representation is limited to
                  the express warranties set forth in Section 9.1 above. In the
                  event Business Partner, and/or any employee, agent or

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                  representative of Business Partner makes any representation
                  which exceeds the scope of any of said warranties, Business
                  Partner agrees to indemnify Vendor to the fullest extent
                  permitted by Section 8 hereof.

         8.3.     THE VENDOR MAKES NO EXPRESS, IMPLIED OR STATUTORY
                  REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS
                  FOR ANY PURPOSE. VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT,
                  INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF
                  PROFITS, INCREASED OR DUPLICATE COSTS, LOSS OF SAVINGS OR
                  INABILITY TO USE THE SOFTWARE RESULTING THEREFROM, EVEN IF
                  VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
                  WHETHER THROUGH VENDOR'S NEGLIGENCE OR NOT. VENDOR SHALL NOT
                  BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST BUSINESS PARTNER BY
                  ANY OTHER PARTY, EXCEPT TO THE EXTENT PROVIDED IN THIS
                  AGREEMENT. VENDOR SHALL NOT BE LIABLE FOR ANY WRITTEN OR ORAL
                  REPRESENTATIONS REGARDING PRODUCTS MADE BY BUSINESS PARTNER,
                  ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SOME STATES DO NOT
                  ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR
                  LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
                  ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE BUSINESS
                  PARTNER. IN SUCH CASES, VENDOR'S LIABILITY SHALL BE LIMITED TO
                  REFUND OF THE PRICE PAID TO VENDOR FOR THE SPECIFIC PRODUCT.
                  THE REMEDIES SPECIFIED HEREIN ARE EXCLUSIVE.

         8.4.     Vendor shall not have any warranty obligation whatsoever where
                  Vendor's Product has been subjected to physical abuse or used
                  in defective or noncompatible equipment.

9.       ADDITIONAL LIMITATIONS OF LIABILITY

         9.1.     NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST VENDOR
                  BY THE BUSINESS PARTNER MORE THAN TWO YEARS AFTER THE CLAIM
                  HAS ARISEN.

         9.2.     ALL LIMITATIONS UPON THE BUSINESS PARTNER'S REMEDIES ARE PART
                  OF THE BARGAIN BETWEEN THE VENDOR AND THE BUSINESS PARTNER.
                  THE BUSINESS PARTNER ACCEPTS THE ALLOCATIONS OF RISK SET FORTH
                  IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE ALLOCATIONS OF
                  RISKS ARE IN EXCHANGE FOR OTHER ECONOMIC BENEFITS TO BUSINESS
                  PARTNER.

10.      CONFIDENTIALITY

         10.1.    NON-DISCLOSURE - Each party acknowledges that it will receive
                  confidential information from the other party relating to
                  technical, marketing, product, and business matters. Each
                  party agrees that all confidential information of the other
                  party shall be held in strict confidence and shall not be
                  disclosed or used without express written consent of the other
                  party. Confidential information shall not include any
                  information already in the possession of a party or received
                  without violation of this Agreement or of confidentiality
                  obligations of the person or entity providing such
                  information, or information which is independently developed
                  by a party, is in the public domain, or has otherwise been
                  released without restriction by the party claiming
                  confidentiality. Notwithstanding the foregoing, Business
                  Partner agrees that any sales leads provided to it by Vendor
                  shall be deemed confidential information and shall be used by
                  Business Partner solely for purposes of this Agreement.

11.      TERM AND TERMINATION

         11.1.    This Agreement becomes effective as of the day and year it is
                  countersigned by an office of Vendor. Except as otherwise
                  provided herein, the initial term of this Agreement shall be
                  for a period of one year. This Agreement may be terminated by
                  the Vendor (i) immediately if Business Partner violates or
                  fails to comply with any of the terms of this Agreement; or
                  (ii) upon thirty (30) days written notice from Vendor for any
                  reason. Upon termination, Business Partner will cease
                  marketing, selling or distributing Vendor Product(s) and
                  return all Products and other Vendor materials to Vendor
                  within seven (7) days of termination, at the expense of
                  Business Partner. Subject to the termination provisions set
                  forth above, this Agreement shall be automatically renewed
                  from year to year thereafter upon compliance with the
                  provisions of Appendix A - Business Partner Discount, unless
                  either party is otherwise notified by the other in writing of
                  the intent to terminate not later than thirty (30) days prior
                  to the date of this Agreement would otherwise be renewed.

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         11.2.    FINANCIAL OBLIGATIONS - In the event that Business Partner
                  fails to maintain a satisfactory credit rating or financial
                  condition or if Vendor reasonably concludes that, for any
                  reason, Business Partner is or will become unable to discharge
                  its obligations hereunder, Vendor may terminate this Agreement
                  immediately upon written notice.

         11.3.    BANKRUPTCY - In the event of a filing by or against either
                  party of a petition for relief under the United States
                  Bankruptcy Code or any similar petition under the insolvency
                  laws of any jurisdiction, which in the case of a filing
                  against the party is not dismissed in sixty (60) days, or in
                  the event that either party shall make an assignment for the
                  benefit of creditors, permit any attachment on a substantial
                  portion of its assets to remain undissolved for a period of
                  sixty (60) days, or discontinue the business operations
                  relevant to this Agreement, then the other party may
                  immediately terminate this Agreement upon written notice.

         11.4.    OBLIGATIONS UPON TERMINATION - Upon termination of this
                  Agreement, and except as otherwise provided in this Agreement:

                  11.4.1.  The license granted to Business Partner by this
                           Agreement shall be terminated immediately; Business
                           Partner shall make no further use of all or any part
                           of the Products or any confidential information
                           received from Vendor, except that Vendor at its
                           option shall either (1) permit Business Partner to
                           sell some or all of its then existing inventory of
                           Products to Customers or (2) direct Business Partner
                           to return to Vendor or ship to such person or entity
                           as Vendor may specify (at Business Partner's cost and
                           risk for shipping) some or all of such inventory for
                           a refund of the amount paid for such inventory;

                  11.4.2.  Business Partner shall cease any public statements or
                           representations that it is an authorized Business
                           Partner or that it is in any way involved with
                           Vendor, and shall immediately cease use of any
                           trademark, service mark, or trade name of Vendor; and

                  11.4.3.  Any support fee or other service or support revenues
                           relating to Products that are accrued or are received
                           by Business Partner after termination shall be turned
                           over to, shall be the property of, and may be
                           collected by Vendor or such person or entity as
                           Vendor may designate;

         11.5.    SURVIVAL OF CERTAIN PROVISIONS - Sections 8, 9, 10, 11 and 12
                  shall survive the termination of this Agreement, and
                  termination shall not relieve either party of the obligation
                  to pay any amount due to the other.

         11.6.    CUSTOMER RIGHTS ON TERMINATION - It is understood and agreed
                  that no termination of this Agreement, whatever the cause
                  thereof, shall in any way terminate, restrict, limit, or
                  affect in any way the right of any authorized Customer to
                  utilize the Products in accordance with the terms of the
                  applicable Customer License Agreement(s).

12.      GENERAL PROVISIONS

         12.1.    RELATIONSHIP OF PARTIES - This Agreement does not make either
                  party the employee, agent or local representative of the other
                  for any purpose whatsoever. Neither party is granted any right
                  or authority to assume or to create any obligation or
                  responsibility, expressed or implied, on behalf of or in the
                  name of the other party. In fulfilling its obligations
                  pursuant to this Agreement, each party shall be acting as an
                  independent contractor.

         12.2.    ENTIRE AGREEMENT - This Agreement, including any Appendix
                  attached to this Agreement, states the entire agreement
                  between the parties on the subject matter hereof and
                  supersedes all prior negotiations, understandings and
                  agreements between the parties concerning the subject matter.
                  No amendment or modification of this Agreement shall be made
                  except by a writing signed by both parties.

         12.3.    NO WAIVER - The failure of either party to exercise any right
                  or the waiver by either party of any breach, shall not prevent
                  a subsequent exercise of such right or be deemed a waiver of
                  any subsequent breach of the same of any other term of the
                  Agreement.

         12.4.    NOTICE - Any notice required or permitted to be sent hereunder
                  shall be in writing and shall be sent in a manner requiring a
                  signed receipt, such as Federal Express, courier delivery, or
                  if mailed, registered or certified mail, return receipt
                  requested. Notice is effective upon receipt. Notice of Vendor
                  shall be addressed as set forth below or such other person or
                  address as Vendor may designate:

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         SalesLogix Corporation
         8800 North Gainey Center Drive, Suite 200
         Scottsdale, AZ  85258 USA
         Attn:  Business Partner Administration

         Notice to Business Partner shall be addressed as specified in
         Appendix A.

         12.5.    PARTIAL INVALIDITY - Should any provision of this Agreement be
                  held to be void, invalid, or inoperative, the remaining
                  provisions of this Agreement shall not be affected and shall
                  continue in effect as though such provisions were deleted.

         12.6.    FORCE MAJEURE - Neither party shall be deemed in default of
                  this Agreement to the extent that performance of its
                  obligations or attempts to cure any breach are delayed or
                  prevented by reason of any act of God, fire, natural disaster,
                  accident, act of government, shortages of materials or
                  supplies, or any other cause beyond the control of such party
                  ("Force Majeure"), provided that such party gives the other
                  party written notice thereof promptly and, in any event,
                  within fifteen (15) days of discovery thereof and uses its
                  best efforts to cure the delay. In the event of such Force
                  Majeure, the time for performance or cure shall be extended
                  for a period equal to the duration of the Force Majeure but
                  not in excess of three (3) months, subject to Vendor's
                  termination rights.

         12.7.    ASSIGNMENT - This Agreement may not be assigned by Business
                  Partner, nor any duty hereunder delegated by Business Partner,
                  without the prior written consent of Vendor.

         12.8.    TAXES - Business Partner is responsible for payment of any and
                  all applicable taxes, other than Vendor's net income taxes
                  relating, to Products and this Agreement. Orders are subject
                  to applicable sales, use and/or other such taxes unless a
                  resale card is on file with Vendor. In the event Vendor is
                  required to pay any applicable taxes with respect to any order
                  made pursuant to this Agreement, Business Partner shall pay
                  any such taxes, as included on the invoice or otherwise,
                  within thirty (30) days from the shipment date stated on the
                  invoice or, if not included on the invoice, within ten (10)
                  days of presentation of Vendor's statement.

         12.9.    INJUNCTIVE RELIEF - The parties recognize that a remedy at law
                  for a breach of the provisions of this Agreement relating to
                  confidential information, or use of Vendors' trademarks,
                  copyrights, and other intellectual property rights, will not
                  be adequate for Vendor's protection, and accordingly Vendor
                  shall have the right to obtain, in addition to any other
                  relief and remedies available to it, injunctive relief to
                  enforce the provisions of this Agreement.

         12.10.   HEADINGS - The titles and headings of the various sections and
                  paragraphs of this Agreement are intended solely for
                  convenience of reference and are not intended for any other
                  purpose whatsoever, or to explain, modify, or place any
                  construction upon or on any of the provisions of this
                  agreement.


         12.11.   GOVERNING LAW - This Agreement shall be governed and
                  interpreted in accordance with the substantive law of the
                  State of Arizona.

         12.12.   EXCLUSIVE JURISDICTION AND VENUE - Any legal action brought
                  concerning this Agreement or any dispute hereunder shall be
                  brought only in the courts of the State of Arizona or in the
                  federal courts located in such state. Both parties submit to
                  venue and jurisdiction in these courts.

13.      EXECUTION IN COUNTERPARTS

         13.1.    The Agreement may be executed in any number of counterparts
                  with the same effect as if all parties had signed the same
                  document. All counterparts shall be construed together and
                  shall constitute one Agreement.

14.      AUDIT

         14.1.    Business Partner agrees to allow a mutually acceptable auditor
                  to audit and analyze appropriate accounting records of
                  Business Partner to insure compliance with this Agreement.
                  Business Partner shall have the right to object to the auditor
                  selected by Vendor for bona fide business reasons and in the
                  event of such an objection, Business Partner will select
                  another auditor mutually acceptable to Vendor. Business
                  Partner's agreement or consent to Vendor's selection of an
                  auditor shall not be unreasonably withheld or delayed. Any
                  such audits shall be permitted by

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                  Business Partner during normal business hours at a time
                  mutually agreed upon between Vendor and Business Partner
                  within a reasonable time after Business Partner's receipt of
                  Vendor's written request to audit. The cost of such an audit
                  shall be borne by Vendor.



So agreed between the parties signing below.



SALESLOGIX CORPORATION                      -----------------------------------
                                            [NAME OF BUSINESS PARTNER]



By:                                         By:
   -------------------------------             --------------------------------
           [Signature]                                    [Signature]

----------------------------------          -----------------------------------
        [Type/Print Name]                            [Type/Print Name]        

Title:                                      Title:
      ----------------------------                -----------------------------

Date:                                       Date:
      ----------------------------                -----------------------------

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<PAGE>   9
                     APPENDIX A - BUSINESS PARTNER DISCOUNT

1.       DISCOUNT

         1.1.     Based on annual revenue goal of $        net to Vendor,
                  Business Partner is entitled to a discount of    % off of the
                  published retail prices for Products shown in the Retail Price
                  List.

         1.2.     Business Partner's revenue net to Vendor shall be reviewed
                  semi-annually. If that revenue is sufficient to reasonably
                  assume that the annual revenue goal will be met, Business
                  Partner's discount stated above shall remain in effect. If the
                  revenue is significantly above or below what would be
                  reasonably expected, Vendor reserves the right to adjust
                  Business Partner's discount, with 30 days notice, up or down
                  according to Vendor's then current discounting policies.

         1.3.     Business Partner is entitled to a discount of 10% for all
                  Support service and Product Upgrade offerings shown in the
                  Retail Price List. Business Partner shall provide Vendor with
                  the Customer name, a contact, and a phone number for any
                  Customer purchasing Support or Product Upgrade.

2.       NOTICE CONTACT

         2.1.     Any notice to Business Partner as required and specified under
                  the terms of this Agreement shall be addressed to:

                  Name:
                           ----------------------------------------------------

                  Company:
                           ----------------------------------------------------

                  Address:
                           ----------------------------------------------------

                           ----------------------------------------------------

                           ----------------------------------------------------

                           ----------------------------------------------------
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                       APPENDIX B - PRODUCT AUTHORIZATIONS