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                              DATED 29th June 1999


                                    iOra Ltd
                                   ('iOra')(1)


                         DXP New Media Services Limited
                                 ('The OEM') (2)




                                       OEM
                                   PARTNERSHIP
                                    AGREEMENT

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                            OEM PARTNERSHIP AGREEMENT


This AGREEMENT is made the 29th day of June 1999

BETWEEN

1. iOra Ltd a company incorporated in England (registered number 3445693) and
having its registered office at Meadlands Broad Layings, Woolton Hill, Newbury,
Berks RG20 9TT ("iOra" which shall include all or any of its subsidiaries,
agents, successors or assigns)

AND

2. DXP New Media Services Limited a company incorporated in England (company
number 03732349) and having its registered office at 7 Willow Court, Bourton
Industrial Park, Bourton on the Water, Cheltenham, Gloucestershire GL54 2HQ (the
"OEM")

WHEREAS:

A. iOra is engaged in development and marketing certain software known as
SoftCD(TM).

B. The OEM is engaged inter alia in the business of Consultancy and the
provision of Application Solutions, and wishes to acquire from iOra the right to
license and/or sub-license the Software as an integral part of such solutions.

C. The parties wish to cooperate, with a view to the OEM acting as a single
solution provider to Customers and providing Application Solutions which include
the use of the Software.

D. iOra proposes to grant to the OEM the non-exclusive right for the OEM to sell
licenses for the use of the Software in the Territory, and in accordance with
the terms and subject to the conditions herein contained.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions and Interpretation:

In this Agreement:

   1.1.  'Agreed Promotional Project' means an Application Solution involving
         the distribution of Promotional Material, and where the details of the
         proposed promotional project (including the numbers of those who are to
         receive Promotional Material) have been approved in writing in advance
         by iOra. iOra may grant or withhold such approval at its sole
         discretion.

   1.2.  'Application Solution' means the application of the Software for the
         periodic circulation of updates in electronic format (including
         software, documents, and multimedia), customised to a Customer's
         specific requirements.

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   1.3.  'CD Business Card' means a storage product whose physical size is
         similar to a business card measuring approximately 3" x 2" (and
         including any size within 20% of these dimensions) manufactured
         utilising CD Technology

   1.4.  'Customer' means a customer of the OEM, and includes (for the avoidance
         of doubt) a customer of the OEM with whom the OEM is at the material
         time contracting, whether or not the OEM has previously contracted with
         that customer.

   1.5.  'Licence Terms' means the licence terms for the use of the Software as
         incorporated within the Software.

   1.6.  'Managed Service' means an Application Solution where the OEM produces
         electronic updates (Amendments to Publications) using the Software for
         or on behalf of a Customer.

   1.7.  'Minimum Royalty Rate' means the sum specified as such in the First
         Schedule.

   1.8.  'OEM Sales Target' and 'OEM Discount' means the sum and percentage
         respectively so defined in the First Schedule.

   1.9.  'Operative Date' means the date so defined in the First Schedule.

   1.10. 'Product Licence Fee' and 'Product Support Fee' means the sums so
         described in the Second Schedule, subject to change from time to time
         on notice in accordance with this Agreement.

   1.11. 'Product Support Agreement' means an agreement between the OEM and a
         Customer for the support of the Software.

   1.12. 'Promotional Material' meant electronic information distributed to a
         recipient of the information by a distributor of the information,
         where:

         1.12.1.  the distributor is the person or organisation on whose behalf
                  the information is distributed, and

         1.12.2.  the recipient receives the information free of charge, and

         1.12.3.  the recipient is neither directly employed by the distributor
                  nor acting as a sales agent, either directly or indirectly,
                  for the distributor.

   1.13. 'Publisher Licence Number' means a Publisher Licence Number issued by
         iOra in connection with the licensing of the Software.

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   1.14. 'the Software' means the software known as SoftCD(TM), owned and
         marketed by iOra and including any documentation and manuals relating
         thereto, including SoftCD(TM) Publisher and SoftCD(TM) Client software.

         1.14.1.  'SoftCD(TM)Publication' means a CD or a directory on a disk or
                  CD, which is updated using SoftCD(TM).

         1.14.2.  'SoftCD(TM)Amendments' mean a set of files that represent the
                  differences between two versions of a Publication with
                  different content, produced by SoftCD(TM) Publisher.

   1.15. 'Territory' means the Territory defined as such in the Third Schedule.

   1.16. The headings of the paragraphs of this Agreement are inserted for
         convenience of reference only and are not intended to be part of or to
         affect the meaning or interpretation of this Agreement.

2. Grant

   2.1.  iOra hereby grants to the OEM and the OEM hereby accepts the right to
         grant licenses for the use of the Software in accordance with the
         provisions of Licence Terms in the Territory under the trade marks
         SoftCD(TM) and iOra during the continuance of this Agreement.

   2.2.  For the avoidance of doubt such right is limited to the granting of
         such licences:

         2.2.1.   to Customers as an integral part of a Application Solution
                  offered by the OEM to such Customers, where the list price of
                  the Software licensed to the Customer amounts to no more than
                  80% of the OEM's total charge to its Customer.

         2.2.2.   to Customers and prospective Customers as part of an Agreed
                  Promotional Project.

         2.2.3.   to Customers in connection with the provision by the OEM of a
                  Managed Service for such Customers.

   2.3.  It is acknowledged and agreed that

         2.3.1.   the OEM does not have the right to appoint subdistributors, or
                  to sell licences to use the Software other than direct to its
                  Customers as part of an Application Solution.

         2.3.2.   The OEM shall purchase the Software only from iOra.

         2.3.3.   The OEM does not have the right to sell licenses to use the
                  Software in projects which involve updating of CD Business
                  Cards except where such right has been expressly granted to
                  the OEM in a separate agreement. For the avoidance of doubt
                  the terms upon which the OEM shall have any such rights should
                  be governed by any such separate agreement to the exclusion of
                  this agreement.

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         2.3.4.   iOra retains all rights in respect of marketing the Software,
                  and may licence the Software directly to end-users and
                  prospective end-users, and grant such other licences and
                  sublicences to other parties in relation to the distribution
                  and marketing of the Software as it thinks fit.

3. Term

   3.1.  This Agreement shall take effect on the Operative Date and shall
         continue for an initial period of one year, and from year to year
         thereafter until or unless terminated by either party giving to the
         other not less than thirty days prior written notice, subject always to
         prior termination as hereinafter specified.

   3.2.  iOra may give the OEM written notice one month before any anniversary
         of the Operative Date to change the OEM Sales Target and/or the OEM
         Discount and/or the Minimum Royalty Rate with effect from such
         anniversary.

4. Marketing

   4.1.  iOra will provide the OEM from time to time with up to date pricing
         structures for the Software and for support thereof. Prices are subject
         to change on one month's notice from iOra.

   4.2.  iOra will provide the OEM from time to time with up to date product
         information and with iOra's own marketing materials.

   4.3.  The OEM may from time to time propose promotional projects to iOra.
         iOra will promptly inform the OEM whether or not it is prepared to
         accept such proposals as Agreed Promotional Projects.

   4.4.  The parties may cooperate in connection with proposals for education,
         promotion, joint marketing, and the preparation of joint marketing
         materials and collateral, in relation to the Software and the OEM's
         services. All costs of such activities will be agreed between the
         parties; provided that neither party shall be in any way restricted
         from carrying out its own such activities.

   4.5.  Any marketing materials produced by the OEM in relation to the Software
         shall first be submitted to iOra for iOra's, prior approval, including
         (where necessary) an English language translation thereof. The OEM will
         not use such materials without iOra's prior written approval. iOra will
         not unreasonably withhold or delay such approval.

   4.6.  The parties will cooperate with a view to identifying, targeting and
         marketing to suitable prospective customers:

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         4.6.1.   iOra will introduce the OEM to such prospective customers as
                  it considers appropriate, with a view to the OEM negotiating
                  with such prospective customers for the provision to them of a
                  Application Solution involving the use of the Software.

         4.6.2.   iOra will propose the OEM on such bid opportunities as it
                  considers appropriate, with a view to the parties co-operating
                  to assist the OEM to secure a contract involving the provision
                  of a Application Solution involving the use of the Software.

         4.6.3.   The OEM will introduce the Software to such of its existing
                  customer base as it considers appropriate, with a view to
                  providing Application Solutions involving the use of the
                  Software.

         Provided that iOra shall not be precluded from introducing other OEMs
         to or from dealing directly with prospective customers who have not
         been introduced by the OEM to iOra where iOra in its sole discretion
         considers it more appropriate to do so.

5. Supply of the Software

   5.1.  iOra shall forthwith upon execution of this Agreement and at its own
         cost furnish the OEM with one copy of the Software and a Publisher
         Licence Number for evaluation, demonstration and support purposes and
         in accordance with the Licence Terms, and with copies of all available
         file maintenance documentation, drawings, data, upgrade and "bug" lists
         that are necessary to enable the OEM to support the Software. Any
         licence granted to the OEM for the use of the Software (including any
         licence separately purchased by the OEM) does not extend so as to
         permit the use of SoftCD(TM)Publisher for provision of Managed
         Services; a separate SoftCD(TM)Publisher licence is required in respect
         of each Customer for whom SoftCD(TM)Amendments are produced, and
         separate SoftCD(TM)Client licences are required in respect of each
         Customer whose SoftCD(TM)Amendments are produced and distributed. The
         licence hereby granted to the OEM shall subsist for so long as this
         Agreement remains in effect or until or unless otherwise suspended or
         revoked.

   5.2.  iOra undertakes also to keep the OEM fully informed of and make
         available to the OEM any changes, additions or modifications to the
         Software and to such documentation, drawings, data, upgrade and "bug"
         lists that may have an effect on marketing, operation, performance,
         cost or support by within seven (7) days of release of such revisions.

   5.3.  The OEM shall, on all copies made of any such information, faithfully
         reproduce the copyright symbol, legend or clause or, in the absence of
         same, insert the copyright symbol of iOra.

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   5.4.  iOra will in connection with each sale of a licence for the use of the
         Software issue a Publisher Licence Number. iOra will keep proper and
         accurate records of all Publisher Licence Numbers issued to the OEM,
         and the OEM will keep proper and accurate records of all Publisher
         Licence Numbers issued by the OEM and in respect of each such number
         will advise iOra within 7 days of the name and address of the Customer
         to whom it has been issued or on whose behalf a Managed Service has
         been purchased.


6. Commercial and Technical Assistance, and Support

   6.1.  iOra undertakes from time to time during the continuance of this
         Agreement, at the request of the OEM, to render to the OEM reasonable
         commercial and technical assistance and training in connection with
         use, application and marketing of the Software, and to enable the OEM
         to provide front-line support thereof to its Customers.

   6.2.  The OEM will offer to enter into a Product Support Agreement to provide
         end-user support to all those who have purchased licences to use the
         Software from the OEM, and on entering an agreement with a Customer to
         provide support the OEM will forthwith provide iOra with the name of
         the Customer and the date of such agreement.

   6.3.  iOra will at all times during the continuance of this Agreement during
         its normal working hours provide the OEM with such backup support as
         the OEM may reasonably require in connection with such problems
         relating to the Software that the OEM is unable to resolve itself
         (including bug-fixing), to the intent that wherever practicable the OEM
         will resolve problems directly for its own Customers, and the OEM and
         not iOra will deal with all Customer contact in connection with such
         support.

   6.4.  The cost of such assistance as is provided by iOra will be borne by
         iOra unless otherwise agreed between the parties.


7. Payment

   7.1.  In respect of each licence granted for the use of the Software and each
         Support Agreement entered for support of the Software the OEM shall pay
         iOra the fee stated in the Second Schedule, less the discount specified
         therein.

   7.2.  iOra will invoice the OEM monthly for all sums due. Each invoice will
         be accompanied by a summary showing how the invoiced sum is arrived at.

   7.3.  iOra's invoices shall be payable (together with VAT, where applicable)
         within 30 days of invoice.

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   7.4.  Payment shall be made either:

         7.4.1.   by check or draft drawn on a UK clearing bank, or

         7.4.2.   by SWIFT standard inter-bank transfer to iOra's account at
                  such UK bank as may be notified to the OEM from time to time,
                  in which case the OEM shall pay any charges in connection with
                  the transfer applied by the OEM's own bank;

   7.5.  In the event of late payment:

         7.5.1.   iOra may charge interest on all sums overdue at the rate of 2
                  per cent per month (or at the maximum amount permitted under
                  any applicable law, if less), compounded monthly from the due
                  date until payment.

         7.5.2.   and the OEM shall fail to make good such payment within thirty
                  (30) days from receipt of notice from iOra that the payment is
                  late, iOra may suspend and/or revoke the OEM's Licence and its
                  authority to license and sub-license the Software and/or may
                  suspend and/or terminate this Agreement.


8. Undertakings by the OEM

   The OEM undertakes and agrees with iOra that it will at all times during the
   continuance in force of this Agreement and where applicable, following
   termination hereof observe and perform the terms and conditions set out in
   this Agreement and in particular:

   8.1.  shall at all times refrain from engaging in any illegal, unfair,
         deceptive or unethical business practices whatsoever, whether with
         respect to the Software or otherwise;

   8.2.  shall not make any false or misleading representations to customers or
         other persons with regard to the Software;

   8.3.  shall not make any representations with respect to the specifications,
         features or capabilities of the Software which are not consistent with
         those described in iOra's promotional materials;

   8.4.  will, in all correspondence and other dealings relating directly or
         indirectly to the licensing or other transaction relating to the
         Software, clearly indicate that it is acting as OEM and not as author
         or developer of the Software;

   8.5.  will not incur any liability on behalf of iOra or in any way pledge or
         purport to pledge iOra's credit or purport to make any contract binding
         upon iOra;

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   8.6.  will not alter, obscure, remove, conceal or otherwise interfere with
         any eye-readable or machine-readable marking on the Software or its
         packaging which refers to iOra as author or developer of the Software
         or otherwise refers to iOra's copyright or other intellectual property
         rights in the Software;

   8.7.  will immediately bring to the attention of iOra any improper or
         wrongful use of iOra's trade marks, emblems, designs, models or other
         similar industrial, intellectual or commercial property rights which
         come to the notice of the OEM and will in the performance of its duties
         under this Agreement use every effort to safeguard the property rights
         and interests of iOra and will at the request and cost of iOra take all
         steps required by iOra to defend such rights;

   8.8.  will not whilst this Agreement subsists become involved in the
         development or sale of any product which substantially competes with
         the Software;

   8.9.  will not after the termination of this Agreement interfere or seek to
         interfere with any dealings between iOra and the OEM's Customers
         concerning the Software.


9. Inspection and Audit

   9.1.  The OEM shall keep complete and accurate books and records with respect
         to this Agreement in order to determine accurately the amount owed to
         iOra hereunder. The OEM shall preserve such records for at least two
         years after the termination of this Agreement.

   9.2.  iOra shall have the right during the term of this Agreement and within
         two years thereafter, to appoint a Chartered Accountant to inspect
         audit and take copies or extracts from such books and records of the
         OEM upon reasonable prior notice during normal business hours at the
         OEM's offices, for the purpose of verifying the accuracy of the
         statements provided to iOra under this Agreement. The OEM agrees to
         provide such Chartered Accountant with such assistance cooperation and
         further information as the Chartered Accountant may reasonably require
         for such purpose.

   9.3.  If such inspection reveals that the OEM's payments were less than the
         amount which should have been paid, then the OEM shall pay to iOra any
         sums shown to be due together with interest thereon calculated on the
         basis that such sums fell due on the date on which they should have
         been declared to iOra.

   9.4.  In the event of an inspection revealing an error in excess of 5% of the
         total sums accrued due during the period for which such inspection and
         audit was made the OEM shall pay to iOra all the costs of such audit
         and inspection upon receipt of an appropriate invoice justifying the
         costs. Otherwise, iOra will pay all the costs of the audit and
         inspection.

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10. Warranty

   10.1. iOra DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE ERROR-FREE
         BUT IF ANY COPY OF THE SOFTWARE IS DEMONSTRATED TO iOra WITHIN NINETY
         (90) DAYS FROM THE DATE OF DELIVERY TO OR DOWNLOAD BY THE OEM TO
         CONTAIN AN ERROR OR MALFUNCTION, OR IS OTHERWISE SUBSTANTIALLY
         INCONSISTENT WITH ANY ACCOMPANYING DOCUMENTATION, iOra WILL USE ALL
         REASONABLE ENDEAVOURS TO CORRECT SUCH ERROR OR MALFUNCTION OR (AT ITS
         OPTION) REPLACE SUCH COPY OF THE SOFTWARE FREE OF CHARGE PROVIDED THAT:

         10.1.1.  THE SOFTWARE HAS BEEN USED AT ALL TIMES PROPERLY AND IN
                  ACCORDANCE WITH INSTRUCTIONS FOR USE; AND

         10.1.2.  NO ALTERATION, MODIFICATION OR ADDITION HAS BEEN MADE TO THE
                  SOFTWARE WITHOUT iOra'S PRIOR WRITTEN CONSENT; AND

         10.1.3.  THE ALLEGED ERROR, MALFUNCTION OR INCONSISTENCY HAS BEEN
                  NOTIFIED TO iOra WITHIN THE WARRANTY PERIOD SPECIFIED ABOVE.

   10.2. EACH CLAIM OF THE OEM UNDER THIS WARRANTY SHALL BE SENT IN WRITING. BY
         POST OR BY FAX, TO iOra SPECIFYING THE SOFTWARE AND THE NATURE OF THE
         ALLEGED ERROR OR MALFUNCTION.

   10.3. EXCEPT AS OTHERWISE PROVIDED IN THIS CLAUSE, iOra MAKES NO OTHER
         REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER
         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
         OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

   10.4. THE SOFTWARE IS NOT WARRANTED TO BE FAULT-TOLERANT, AND IS NOT INTENDED
         FOR THE DESIGN, CONSTRUCTION. MAINTENANCE, OPERATION, CONTROL, OR ANY
         OTHER USE IN CONNECTION WITH HIGH RISK SYSTEMS, AND WE SPECIFICALLY
         DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PURPOSE IN
         CONNECTION WITH HIGH RISK SYSTEMS.

   10.5. The OEM will not sell licences for the use of the Software for any
         purpose in connection with High Risk Systems. 'High Risk Systems' means
         systems in environments requiring fail-safe performance (such as
         nuclear facilities, aircraft navigation or communication systems, air
         traffic control, direct life support machines, or weapons systems), in
         which the failure of the Software could lead directly to death,
         personal injury, or severe physical or environmental damage.

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   10.6. The OEM acknowledges that it is not technically practicable to
         guarantee software to be error-free, and agrees that if any such errors
         are found to exist they shall not constitute a breach of this
         Agreement.

   10.7. Although iOra does not warrant that the Software supplied hereunder
         shall be free from all known viruses, it has used commercially
         reasonable efforts to check for the most commonly known viruses. The
         OEM is nevertheless solely responsible for virus scanning the Software.

   10.8. iOra warrants to the OEM that it is entitled to grant the rights
         granted under this agreement and that use of the Software in accordance
         with this agreement will not infringe the rights of a third party.


11. Liability

   11.1. iOra shall not be liable to the OEM or to any other persons for any
         loss or damage whatsoever or howsoever caused arising directly or
         indirectly in connection with this Agreement, the Software, its use,
         application, support, or otherwise, except to the extent to which it is
         unlawful to exclude such liability.

   11.2. Notwithstanding the generality of the above, iOra expressly excludes
         liability for consequential loss, damage, or corruption to other
         software or data, or for loss of profit, business, revenue, goodwill or
         anticipated savings.

   11.3. In the event that any exclusion contained in this Agreement shall be
         held to be invalid for any reason and iOra becomes liable for loss or
         damage that it may otherwise have been lawful to limit, such liability
         shall be limited to all such sums as are payable by the OEM to iOra
         under the terms of this Agreement.

   11.4. iOra does not exclude liability for death or personal injury to the
         extent only that the same arises as a result of the negligence of iOra
         its employees, agents or authorized representatives.

   11.5. The OEM hereby undertakes to take out and maintain adequate insurance
         cover with a reputable insurance company approved by iOra against any
         liability which the OEM or iOra may incur to an endorser or to any
         other person in connection with the Software or support thereof. The
         OEM shall upon request produce to iOra the policy of such insurance,
         the premium receipt and insurance certificate.


12. Copyright, Patents, Trade Marks and Other Intellectual Property Rights

   12.1. The OEM acknowledges that any and all of the copyright, trade marks and
         other intellectual property rights in the Software including all
         documentation and manuals relating thereto are and shall remain the
         property of iOra and the OEM shall not during or at any time after the
         expiry or termination of this Agreement in any way question or dispute
         the ownership thereof by iOra.

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   12.2. The OEM also acknowledges that such copyright, trade marks and other
         rights belonging to iOra may only be used by the OEM with the consent
         of iOra and during this Agreement. Upon expiry or termination hereof
         the OEM shall forthwith discontinue such use, without any right of
         compensation for such discontinuation.

   12.3. The OEM shall not during or after the expiry or termination of this
         Agreement, without the prior written consent of iOra, use or adopt any
         name, trade name, trading style or commercial designation that includes
         or is similar to or may be mistaken for the whole or any part of any
         trade mark, trade name, trading style or commercial designation used by
         iOra.



13. Confidential Information

   13.1. iOra has imparted and may from time to time impart to the OEM certain
         confidential information relating to the Software, successor or
         enhanced software or other software or marketing or support thereof
         (including specifications therefor) and the OEM may otherwise obtain
         confidential information concerning the business and affairs of iOra
         pursuant to this Agreement. The OEM hereby agrees that it will use such
         confidential information solely for the purposes of this Agreement and
         that it shall not disclose, whether directly or indirectly, to any
         third party such information other than as required to carry out the
         purposes of this Agreement. In the event of and prior to such
         disclosure, the OEM will obtain from such third parties duly binding
         agreements to maintain in confidence the information to be disclosed to
         the same extent at least as the OEM is so bound hereunder.

   13.2. The OEM further agrees that upon expiry or termination of this
         Agreement it shall not itself or through any subsidiary or agent or
         otherwise, sell, license, sub-license, market, distribute or otherwise
         deal with any of the Software (in whole or in part) except to the
         extent permitted by the applicable law or develop any software or have
         any software developed through use of any confidential information
         supplied to it by iOra, or in any other way obtained by the OEM
         pursuant to this Agreement.

   13.3. The foregoing provisions shall not prevent the disclosure or use by the
         OEM of any information which is or hereafter, through no fault of the
         OEM, becomes public knowledge or to the extent permitted by law.


14. Termination or Expiry

   14.1. Notwithstanding any provisions herein contained this Agreement may be
         terminated forthwith by either party by notice in writing from the
         party not at fault if any of the following events shall occur, viz.:

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         14.1.1.  if the other party shall at any time be in default under this
                  Agreement and shall fail to remedy such default (if capable of
                  remedy) within thirty (30) days from receipt of notice in
                  writing from the first party specifying such default;

         14.1.2.  if the other party shall commit any act of bankruptcy, shall
                  have a receiving order made against it, shall make or
                  negotiate for any composition or arrangement with or
                  assignment for the benefit of its creditors or if the other
                  party being a body corporate, shall present a petition or have
                  a petition presented by a creditor for its winding up or shall
                  enter into any liquidation (other than for the purpose of
                  reconstruction or amalgamation), shall call any meeting of its
                  creditors, shall have a receiver of all or any of its
                  undertakings or assets appointed, shall be deemed by virtue of
                  the relevant statutory provisions under the applicable law to
                  be unable to pay its debts, or shall cease to carry on
                  business;

         14.1.3.  if either party is by any cause (other than a cause directly
                  attributable to the other party) prevented from performing its
                  obligations hereunder for a period of three (3) consecutive
                  weeks or for a total period of six (6) weeks in any period of
                  twelve (12) consecutive weeks.

   14.2. If any such event referred to in this sub-clause shall occur,
         termination shall become effective forthwith or on the date stated in
         such notice.


   14.3. The expiry or termination of this Agreement shall be without prejudice
         to the rights of the parties accrued up to the date of such expiry or
         termination.

   14.4. Upon expiry or termination (for whatever reason) of this Agreement, the
         OEM shall return or destroy (as iOra shall instruct) no later than
         fourteen (14) days thereafter, all Software, documentation, technical
         information and any other data supplied to the OEM during the
         continuance of this Agreement and all and any copies made of the whole
         or any part of the same and the OEM shall furnish iOra with a
         certificate, certifying that the same has been done. For such purpose
         iOra or any one or more of its agents or authorized representatives
         shall be entitled at any time and without notice to enter upon any
         premises in which the same are or are reasonably believed by iOra, to
         be kept, stored or used.

         14.4.1.  Upon expiry or termination of this Agreement all the rights
                  and obligations of the parties under this Agreement shall
                  automatically terminate except for such rights of action as
                  shall have accrued prior to such termination and any
                  obligations which expressly or by implication are intended to
                  come into or continue in force on or after such termination;

         14.4.2.  the OEM shall be entitled to sell any of its stocks which have
                  been fully paid for and which are required to fulfil any
                  unperformed contracts of the OEM outstanding at the date of
                  termination (and to that extent and for that purpose the
                  provisions of this Agreement shall continue in effect);

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         14.4.3.  Customers who have purchased and/or received the Software from
                  the OEM prior to termination shall be permitted to continue
                  using the Software on the Licence Terms.


15. Miscellaneous

   15.1. Media Releases

         All media releases, public announcements and public disclosures by
         either party relating to this Agreement shall be co-ordinated with and
         approved by both parties prior to the release thereof.

   15.2. Force Majeure

         iOra shall not be under any liability to the OEM or to any other party
         in any way whatsoever for destruction, damage, delay or any other
         matters of any nature whatsoever arising out of war, rebellion, civil
         commotion, strikes, lock-outs or industrial disputes; fire, explosion,
         earthquake, acts of God, flood, drought or bad weather; the
         unavailability of deliveries, supplies, software, disks or other media
         or the requisitioning or other act or order by any government
         department, council or other constituted body.

   15.3. Relationship of the OEM to iOra

         15.3.1.  It is agreed and understood that the OEM is not the agent or
                  representative of iOra and has no authority or power to bind
                  or contract in the name of or to create any liability against
                  iOra in any way or for any purpose. It is understood that the
                  OEM is an independent contractor with non-exclusive rights
                  confirmed by this Agreement to license, market, and support
                  the Software on its own accord and responsibility in the
                  Territory.

         15.3.2.  In particular, the parties deny that notwithstanding the title
                  of this Agreement, it does not constitute a partnership
                  agreement within the legal meaning of that expression, and the
                  legal relationship of partnership does not and will not exist
                  between them.

         15.3.3.  It is acknowledged that the terms of this Agreement have been
                  negotiated between the parties, and that in deciding the terms
                  to offer the OEM iOra has taken into account the proven track
                  record and market position of the OEM.

                  15.3.3.1.  iOra reserves the right to enter other similar
                             agreements with other OEMs on the same or on
                             different terms.

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<PAGE>
                  15.3.3.2.  This Agreement shall not be assigned by the OEM
                             whether voluntarily or involuntarily or by
                             operation of law, in whole or in part, to any party
                             without the prior written consent of iOra, which
                             consent may be granted or refused at iOra's sole
                             discretion. No such assignment by the OEM howsoever
                             occurring shall relieve the OEM of its obligations
                             hereunder.

   15.4. Waiver

         Failure or neglect by iOra to enforce at any time any of the provisions
         hereof shall not be construed nor shall be deemed to be a waiver of
         iOra's rights hereunder nor in any way affect the validity of the whole
         or any part of this Agreement nor prejudice iOra's rights to take
         subsequent action.

   15.5. Notices

         All notices shall be sent by e-mail to the other party's mailbox where
         practicable, and shall also be given in writing, and shall be deemed to
         have been duly given when delivered by hand, posted by registered first
         class post (airmail if international) or sent by fax to the party to
         which such notice is required to be given at the business address
         and/or fax number stated in this agreement or to such other address or
         fax number as such party may have specified to the other in writing.
         Notices shall be deemed received when the earliest of the following
         occurs:

         15.5.1.  Notices delivered by e-mail shall be acknowledged immediately
                  on receipt, and shall be deemed received when so acknowledged.

         15.5.2.  Notices delivered by hand or sent by fax shall be deemed
                  received the first working day following such delivery or
                  sending.

         15.5.3.  Notices which have been posted as above shall he deemed
                  received on the second (fifth if international) working day
                  following posting.

   15.6. Agreement

         This Agreement supersedes any arrangements, understandings, promises or
         agreements made or existing between the parties hereto prior to or
         simultaneously with this Agreement and constitutes the entire
         understanding between the parties hereto. Except as otherwise provided
         herein, no addition, amendment to or modification of this Agreement
         shall be effective unless it is in writing and signed by and on behalf
         of both parties.

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<PAGE>
   15.7. Severability

         In the event that any or any part of the terms, conditions or
         provisions contained in this Agreement shall be determined by any
         competent authority to be invalid, unlawful or unenforceable to any
         extent such term, condition or provision shall to that extent be
         severed from the remaining terms, conditions and provisions which shall
         continue to be valid and enforceable to the fullest extent permitted by
         law.

   15.8. Law

         The parties hereby agree that this Agreement and the provisions hereof
         shall be construed in accordance with English Law, and the Courts of
         England shall have exclusive jurisdiction. In any such action the
         parties hereby waive any right to allege lack of personal jurisdiction,
         improper venue or inconvenient forum.

Signing Provisions

By iOra Ltd by Paddy Falls          /s/ Patrick Falls
(Authorized Signature)



Title: Managing Director            Date:  29/6/99


By the OEM by Tom Elek              /s/ Tom Elek
(Authorized Signature)


Title: Chief Executive              Date:  29/6/99



                                       15
<PAGE>




                               THE FIRST SCHEDULE

Operative Date             30th June 1999

OEM Sales Target:          Such sales as result in iOra receiving
                           (pound)[confidential information filed separately
                           with the Securities and Exchange Commission] net of
                           VAT, after deduction of all OEM Discount to which the
                           OEM is entitled, over the period of one year
                           commencing on the Operative Date or on an anniversary
                           thereof.

OEM Discount:              [confidential information filed separately with the
                           Securities and Exchange Commission]% for the
                           territory of the United Kingdom or any territory
                           outside the United Kingdom where iOra have no other
                           OEM agreements in existence one month before the date
                           of the sale. For any territory outside the United
                           Kingdom where iOra have other OEM agreements in that
                           territory then the OEM discount is set to the maximum
                           OEM Discount for all other OEMs in that territory,
                           subject to the resulting OEM Discount being no
                           greater than [confidential information filed
                           separately with the Securities and Exchange
                           Commission] % and no less than [confidential
                           information filed separately with the Securities and
                           Exchange Commission]%.

Minimum Royalty Rate:      (pound)[confidential information filed separately
                           with the Securities and Exchange Commission] net of
                           VAT in respect of the total value of all orders
                           submitted at the same time relating to any one
                           Customer.


                                       16
<PAGE>


                               THE SECOND SCHEDULE

Product Licence Fees:

n     SoftCD Publisher   (pound)[confidential information filed separately with
                         the Securities and Exchange Commission]
                                           License to run SoftCD Publisher on a
                                           single machine. The license includes
                                           support for a single publication,
                                           updates to which can be published as
                                           frequently as required.

n     SoftCD Publication (pound)[confidential information filed separately with
                         the Securities and Exchange Commission]
                                           License required for each additional
                                           publication managed by the same
                                           SoftCD Publisher. Additional
                                           publications typically correspond to
                                           different CD-ROM titles. Additional
                                           publication licenses are not required
                                           when distributing a new CD-ROM that
                                           is an update of an existing CD-ROM
                                           publication.

n     SoftCD Clients     (pound)variable   License to use the SoftCD Client to
                                           access any publication from a SoftCD
                                           Publisher. The pricing is dependent
                                           on the volume of clients to whom the
                                           publisher is distributing the
                                           publication


                                           [confidential information filed
                                           separately with the Securities and
                                           Exchange Commission]

Product Support Fees

         In addition to purchasing SoftCD Publisher licenses the customer is
         recommended to purchase an annual maintenance contract at a cost of 15%
         of the total software list price. This maintenance contract provides
         the customer with telephone and email support, plus free maintenance
         releases for their version of SoftCD for a year.

Where the Software is distributed as part of an Agreed Promotional Project, the
part of the Product Licence Fee attributable to SoftCD(TM) Client shall be
calculated on the basis that the number of SoftCD(TM) Client licences required
is 1% of the expected number of clients to whom the Promotional Material is to
be distributed. Subject to the Minimum Royalty Rate, the OEM will be entitled to
the OEM discount from such Product Licence Fees.

In all other cases where the OEM grants licences under the terms of this
Agreement, subject to the Minimum Royalty Rate, the OEM will be entitled to the
OEM Discount off the list prices for the Product Licence Fee.

In any case where the OEM purports to grant a licence for a SoftCD(TM) product
outside the terms of this Agreement, the OEM will not be entitled in any event
to any discount and will pay the full list price Product Licence Fee.

                                       17
<PAGE>

In respect of each Product Support Agreement entered by the OEM the OEM will pay
iOra the Product Support Fees less in any event the OEM Discount.

When the OEM provides a Managed Service, the OEM will pay iOra the Product
Licence Fee on behalf of the Customer. Subject to the Minimum Royalty Rate, the
OEM will be entitled to the OEM discount from such Product Licence Fees.

Value Added Tax is also payable, where applicable.



                                       18
<PAGE>



                               THE THIRD SCHEDULE

                                  The Territory

The world.



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