LICENSE AGREEMENT

         THIS  LICENSE  AGREEMENT  (herein  referred to as the  "Agreement")  is
entered into in duplicate  effective  for all purposes and in all respects as of
the 13th day of April,  1999, by and between WAREVER,  INC., a Utah Corporation,
with its  principal  place of business  located at 112 West Business Park Drive,
Draper,  Utah, 84020 (herein  referred to as "Warever"),  and PLUS MARK, Inc. an
Ohio Corporation (a wholly owned subsidiary of American  Greetings  Corporation,
an Ohio  Corporation),  with its  principal  place of  business  located  at One
American Road, Cleveland,  Ohio, 44144-2398 (herein referred to as "Plus Mark"),
and SNARR AND DYER LICENSING,  LLC, a Utah Limited  Liability company having its
principal  place of business at 4728  Dearcreek  Road,  Salt Lake City, UT 84124
("Snarr").


                                    RECITALS

1.       Warever is in the business of  researching,  developing,  and marketing
         certain   proprietary    computer   software   products   and   related
         instructional, reference, learning, and training manuals and systems.

2.       Plus Mark owns all  right,  title,  and  interest  to the name and mark
         "DateWorks", along with the associated good will.

3.       Snarr owns  United  States  Patent No.  5,222,764,  along with  certain
         improvements  and  variations  with respect to the  inventions  covered
         thereby (the "Patent"),  and the name and mark "Pocket-It",  along with
         the  associated  good will,  and has licensed the same,  along with the
         Patent, to Plus Mark.

4.       Warever has and is currently  developing a customized  software program
         known as "Pocket-It" (herein referred to as the "Pocket-It  Software").
         The  Pocket-It  Software,  as  defined  in  Section  1 C  below,  is  a
         modification  of an  existing  proprietary  software  program  owned by
         Warever  (herein  referred to as the "Riptide  Software").  The Riptide
         Software is similar to the Pocket-It Software,  but is not part of this
         Agreement.  Warever owns all right,  title, and interest in and to said
         Riptide Software.

5.       Except  as set  forth on  Schedule  A,  which is  attached  hereto  and
         incorporated herein, Warever owns all right, title, and interest in and
         to the Pocket-It Software.

6.       Plus Mark desires to obtain certain  reproduction  and marketing rights
         from  Warever to the  Pocket-It  Software  on the terms and  conditions
         described herein.

         NOW, THEREFORE, in consideration of the foregoing,  the mutual promises
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the parties  hereto,  intending
legally to be bound, hereby agree as follows:

<PAGE>

                              OPERATIVE PROVISIONS

1.       Definitions.  For purposes of this Agreement, the following definitions
shall apply to the respective terms:

         A.       "Warever"  shall be  defined  to mean  WAREVER,  INC.,  a Utah
Corporation; and any of its designated agents or affiliates.

         B.       "Plus  Mark"  shall be  defined  to mean  PLUS  MARK,  an Ohio
Corporation (a wholly owned  subsidiary of American  Greetings  Corporation,  an
Ohio Corporation); and any of its designated agents or affiliates.

         C.       The "Pocket-It Software" shall be defined to mean that certain
Pocket-It customized computer software program,  developed by Warever.,  and any
related or derivative works, including books, manuals,  outlines, tapes, videos,
etc.,  developed by Warever for use in connection  with the Pocket-It  Software.
The  Pocket-It  Software is a companion to the  Pocket-It  paper-based  planning
system.  The Pocket-It  Software  enables the user to print a variety of reports
directly onto the Pocket-It  planning system's forms. The Pocket-It  Software is
intended to be marketed and sold in conjunction  with the Pocket-It  paper-based
planning  system.  Except as set forth in Schedule  A,  Warever  possesses  full
ownership rights in and to the Pocket-It Software.

         D.       The "Riptide  Software"  shall be defined to mean that certain
Riptide  computer  software  program,  and  any  related  or  derivative  works,
including source code, books, manuals, outlines, tapes, videos, etc. The Riptide
Software  is  similar  to  the  Pocket-it  Software,  but is not  part  of  this
Agreement.  Warever  possesses  full  ownership  rights  in and  to the  Riptide
Software.

2.       Development of the Pocket-it Software;  Conditions  Precedent.  Warever
shall be responsible to develop the Pocket-it Software for delivery to Plus Mark
on or before April 19, 1999.  The  obligations  of PlusMark under this Agreement
are subject to  satisfaction,  at or prior to April 19, 1999,  of the  condition
that PlusMark  shall have approved the Pocket-It  Software for initial  release.
Such approval  shall be in writing and shall not be  unreasonably  withheld.  If
Plus Mark determines that product modifications or enhancements are necessary in
order to approve the initial release of Pocket-It Software, the parties will use
commercially  reasonable  efforts to work together in an  expeditious  manner to
implement those  modifications or enhancements,  and the deadline for completion
of the Pocket-It  Software shall be extended  during such time, for a period not
to exceed sixty (60) days.  Except for the initial product release,  any product
modifications or enhancements will be implemented in a subsequent release of the
product and will not prevent current product from being marketed and sold.

3.       Reproduction,  Marketing and Sales.  Warever hereby grants to Plus Mark
an exclusive license to make, have made,  reproduce,  have reproduced,  package,
market,  distribute,  promote,  use, and sell the Pocket-It Software through any
retail  outlets  throughout the United States of America during the term of this
Agreement.  The  parties  understand,  acknowledge,  and agree that  Warever may
reproduce,  package,  market,  and sell, or contract with other  individuals  or
entities  to  reproduce,   package,  market,  and  sell,  the  Riptide  Software
throughout  the world  during the term of this  Agreement.  The parties  further
understand  and  acknowledge  that Plus Mark and Snarr are in no way  prohibited
from  developing or having  developed  other software for use in connection with
the  Pocket-It  paper-based  planning  system,  provided  such

<PAGE>

software does not infringe any of Warever's rights with respect to the Pocket-It
Software.

4.       Customer  Registration  and Support.  For all  Pocket-It  Software sold
pursuant  to this  Agreement,  Plus  Mark  shall be  responsible  for  inserting
customer  registration  cards in each package for the purpose of  capturing  the
names, addresses,  telephone numbers, e-mail addresses, and other information to
identify each customer that purchases the Pocket-It  Software.  The registration
card is to be mailed by the Customer to Warever Corporation's  corporate address
provided.  Warever shall then be  responsible  to register all the customers who
send in a registration  card or register by electronic  means,  and provide them
with  appropriate and reasonable  product support.  The parties  acknowledge and
agree that Plus Mark and Warever jointly own all right,  title,  and interest in
and to the customer information. One of the primary, but not exclusive, purposes
for which  Warever is to use the customer  information  is to ascertain  feature
preferences  by  the  customers.  Such  customer  feature  preferences  will  be
considered  by Warever  for  implementation  in future  version  releases of the
Pocket-It Software.

5.       Royalty Payments. As consideration therefor, Plus Mark hereby agrees to
pay Warever a royalty fee of Five and 00/100 Dollars ($5.00) for each individual
Pocket-it  Software program (unit) sold by a retail outlet throughout the United
States of America  during the term of this  agreement and for which  PlusMark is
paid by the retailer,  less all returns.  Plus Mark shall send (by United States
mail) to  Warever  within  thirty  (30) days  following  the end of each month a
report for the previous month  detailing all sales of the Pocket-It  Software by
the retail outlets, which said report shall include information concerning:  (a)
the name, address, and telephone number of each retail outlet; (b) the dates and
number of the Pocket-It  Software  programs  (units) sold by each retail outlet;
and (c) the appropriate royalty fee payment.

6.       Inspection and Auditing.  PlusMark shall keep and maintain complete and
accurate  records of the  transactions  underlying  the reports to be  furnished
hereunder.  All books of accounts  and records  shall be kept  available  for at
least two (2) years from the date of the report to which  they  relate.  Warever
may, at Warever's  expense and on ninety (90) days'  advance  written  notice to
PlusMark,  conduct an annual audit of  PlusMark's  books of accounts and records
relating  to the  reports  to be  flirnished  hereunder.  Such  audit  shall  be
conducted during regular  business hours at a mutually  agreeable time and place
and shall not materially interfere with the conduct of PlusMark's business.

7.       License. Subject to the terms and conditions herein set forth,  Warever
hereby  grants to Plus Mark an  exclusive,  non-transferable  License to use the
Pocket-It  Software solely for the purposes set forth in Sections 3 and 4 above.
This License shall become  effective upon the date of this Agreement,  and shall
continue  throughout the term of this  Agreement.  This License shall  terminate
upon the termination of this Agreement.  The termination of the License shall in
no way restrict the right of PlusMark and/or resellers to sell,  advertise,  and
promote those individual  Pocket-It Software programs which were produced during
the term of this Agreement,  so long as Warever  continues to be compensated for
the products sold according to the terms of this Agreement. Warever warrants and
represents  that it (1) has  authority in all respects to enter this  Agreement;
(2) holds all such  rights,  title,  and interest in the  Pocket-It  Software as
required  to  permit  Warever  to enter  into this  Agreement;  and (3) that the
obligations  and rights herein  granted shall be binding upon its successors and
assigns.

8.      Ownership of the Pocket-It Software. The Pocket-It Software shall be the
sole and exclusive  property of Warever and shall not be  reproduced,  marketed,
distributed,   sold,  licensed,  used,  revealed,  disclosed,  or  communicated,
directly or indirectly,  by Plus Mark to any person or entity  whatsoever  other

<PAGE>

than pursuant to the License and for the purposes specifically set forth herein.
Plus Mark acknowledges  Warever's  ownership,  right, title, and interest in the
Pocket-It Software, and of the copyrights,  trademarks,  and patents thereto and
in any and all derivative works therefrom.  Plus Mark further  acknowledges that
it does not acquire any rights of ownership in the Pocket-It  Software by reason
of performing its duties hereunder and/or providing certain contributions in the
development of the Pocket-It Software.

9.      Discoveries  and Improvements.  Warever shall own  those  modifications,
improvements  and  developments  to  the  Pocket4t   Software  made  by  Warever
independently  of PlusMark  during the term of this Agreement and PlusMark shall
own those modifications, improvements and developments to the Pocket-It Software
made by PlusMark independently of Warever during the term of this Agreement. The
parties shall jointly own all jointly developed modifications,  improvements and
developments  made  during  the  term of this  Agreement.  Neither  party  shall
preclude the other from using any  independent or joint  developments as long as
such party continues to distribute, promote or sell the Pocket-It Software.

10.      Copying Restrictions  and Requirements. Plus  Mark agrees  that on each
copy of the  Pocket-It  Software  it shall  properly  reproduce  all  notices of
Warever's patent,  copyright,  trademark,  or trade secret rights as provided by
Warever.  Plus Mark also agrees that on each copy of the  Pocket-It  Software it
shall property reproduce Warever's logo, design style, and layout as provided by
Warever. Furthermore, Plus Mark shall also include in each package (unit) of the
Pocket-It  Software  program a  shrinkwrap  license  agreement to be provided by
Warever.  Nothing in section 10 shall  restrict  PlusMark  from  reproducing  on
copies of the Pocket-It  Software any  Pocket-It  patent,  copyright,  trademark
rights, logo, design style and layout, or any other patent, copyright, trademark
rights,  logo, design style and layout, in the manner and style as PlusMark sees
fit.

11.      Indemnification.

         A.       By Warever.    Warever hereby agrees to indemnify, defend, and
hold harmless  PlusMark,  its  subsidiaries,  affiliates,  and their  respective
officers, directors, employees, and agents, from and against all claims, losses,
damages,   expenses,   obligations,   penalties,   demands,  suits,  procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection,  investigation,  attorney's  fees  and  other  reasonable  costs  of
defense)  arising out of or resulting  from: (1) any breach or alleged breach of
any  warranty  or  representation;  (2) the  authorized  use by  PlusMark of the
Poeket-It  Software;  (3) any claims of  infringement,  including all copyright,
trademark,  patents,  or other intellectual  property rights associated with the
Pocket-It  Software  (except claims based on the  intellectual  property  rights
listed in  Schedule  A),  or on the  negligence  or  intentional  misconduct  of
PlusMark; or (4) Warever's performance of its obligations under this Agreement.

         B.       By PlusMark.  PlusMark  hereby agrees to indemnify, defend and
hold  harmless  Warever,  its  subsidiaries,  affiliates,  and their  respective
officers, directors,  employees and agents, from and against all claims, losses,
damages,   expenses,   obligations,   penalties,   demands,  suits,  procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection,  investigation,  attorney's  fees  and  other  reasonable  costs  of
defense)  arising out of or resulting  from: (1) any breach or alleged breach of
any  warranty  or  representation;  (2) the  authorized  use by  PlusMark of the
Pocket-It  Software:  (3) PlusMark's  performance of its obligations  under this
Agreement.

<PAGE>

         C.       General.  The  parties   agree  to   provide   prompt  written
notification  of any claim  requiring  indemnification,  and agree to reasonably
cooperate  in the  defense of any such  claim.  The party  obligated  to provide
indemnification  may do so with  attorneys of its own  choosing,  and shall have
authority to settle or otherwise  dispose of such claim.  The provisions of this
Section 11 shall survive the termination or expiration of this Agreement.

12.      Independent Contractor Status. It  is understood  and agreed  that  the
parties are  independent  contractors  and not  officers,  employees,  partners,
agents,  or affiliates of the other party or its customers and clients,  and the
parties agree not to make any  representations  to the contrary.  Any conduct in
which either party  engages in  connection  with or in the  performance  of this
Agreement  shall be solely in its  capacity as an  independent  contractor,  and
nothing in this Agreement shall be construed to the contrary. Each party agrees,
that as an independent contractor, it does not have authority to sign contracts,
notes, or obligations, or to make, purchase, acquire, or dispose of any property
for or on behalf of the other or any of its  customers  and  clients,  and shall
only have authority to perform those  services  specifically  described  herein.
Nothing in this Agreement shall be construed as creating any partnership,  joint
venture, or other joint arrangement.  Each party is solely and completely liable
for all labor and direct  expenses in connection  with any of its obligations to
be performed hereunder.

13.      Confidential Information

         A.       Warever  Confidential  Information.  For the  purposes of this
Agreement,  "Warever  Confidential  Information"  shall  mean  all  information,
without limitation,  pertaining to Warever's trade secrets,  financial and other
business data, technical information, and development of the Pocket-It Software,
including,  but not limited  to,  drawings,  tools,  models,  written  technical
information,  materials,  data, know-how,  source code, and oral communications,
provided that such information has been adequately  identified as proprietary or
confidential   or  could  be  reasonably   considered  to  be   proprietary   or
confidential.  Any written or pictorial  embodiments of the Warever Confidential
Information  provided by Warever to PlusMark in accordance  with this  Agreement
are the property of Warever and shall be returned to Warever upon termination of
this Agreement.

        B.        PlusMark  Confidential  Information.  For the purposes of this
Agreement,  PlusMark Confidential Information shall include, without limitation,
reports,  trade  secrets,  technical,  financial,  and other  business  data and
documentation,   and  all  information  pertaining  to  PlusMark's  manufacture,
production  and  marketing  of the  Pocket-It  Software  and the  Pocket-It  and
Pocket-It paper-based planning systems,  including but not limited to, drawings,
tools, models,  written technical  information,  materials,  data, know-how, and
oral  communications,   provided  that  such  information  has  been  adequately
identified as proprietary or confidential  or could be reasonably  considered to
be  proprietary  or  confidential,  including  all written and oral  information
already  received  by  Warever  from  PlusMark  prior to the  execution  of this
Agreement,  and including the terms and existence of this Agreement. Any written
or pictorial  embodiments of the PlusMark  Confidential  Information provided by
PlusMark  to Warever in  accordance  with this  Agreement  are the  property  of
PlusMark and shall be returned to PlusMark upon terinination of this Agreement.

        C.        Exclusions   The   parties  agree  that  neither  the  Warever
Confidential Information nor the PlusMark Confidential Information shall include
any information that:

<PAGE>

                  1.       is made public by the disclosing party;

                  2.       is or  hereafter  becomes  part of the public  domain
                  through no wrongful  act,  fault or  negligence on the part of
                  the receiving party or parties;

                  3.       the  receiving   party  or  parties  can   reasonably
                  demonstrate  is already in the  possession  of such  receiving
                  party or parties and not subject to an existing  agreement  of
                  confidentiality;

                  4.       is received  from a third party  without  restriction
                  and without breach of this Agreement;

                  5.       was independently developed by the receiving party or
                  parties as evidenced by its/their records; or

                  6.       the  receiving  party  or  parties  are  required  to
                  disclose  pursuant  to a  valid  order  of a  court  or  other
                  governmental body; provided however, that the recipient of the
                  confidential  information shall first have given notice to the
                  disclosing  party or  parties  and shall  give the  disclosing
                  party or parties a  reasonable  opportunity  to  interpose  an
                  objection  or obtain a  protective  order  requiring  that the
                  confidential  information  so  disclosed  be used only for the
                  purposes for which the order was issued.


         D.       Survival. The parties further agree, for a period of three (3)
years following the termination of this Agreement,  not to disclose Confidential
Information  of the other party to any third  party,  except as provided in this
Agreement,  unless  specifically  authorized by the other party in writing.  The
provisions of this section 13 will survive the termination or expiration of this
Agreement.

         E.       Covenant Not to Compete. Plus Mark  covenants and  agrees that
it shall not at any time during the term of this Agreement,  and for a period of
one (1) year after the  termination  of this  Agreement  (except  termination by
PlusMark  pursuant to Section 14B (1)),  engage in any  business  that  develops
and/or  markets a product  for sale to retail  outlets in the  United  States of
America that is similar to and/or in competition with the Pocket-It Software, or
solicit or influence (or attempt to solicit or influence)  any of the suppliers,
customers, employees, or other clients of Warever to terminate their dealings or
employment  with  Warever  to work for  PlusMark.  The  parties  understand  and
acknowledge  that this Section 13E applies only to PlusMark and does not bind or
purport to obligate American  Greetings  Corporation or any of its subsidiaries,
divisions, or affiliates other than PlusMark.

14.      Default and Remedies.

         A.       Default.  The  occurrence   of  any  of  the  following  shall
constitute a default and breach of this Agreement:

                  1.       Failure to observe  or  perform  any of the  parties'
                           respective  covenants,   agreements,  or  obligations
                           hereunder; or

<PAGE>

                  2.       The filing of a voluntary or involuntary  petition by
                           or against either party under any law for the purpose
                           of adjudicating such party bankrupt; or for extending
                           time for payment, adjustment, or satisfaction of such
                           party's    liabilities;    or   for   reorganization,
                           dissolution,  or  arrangement  on  account  of  or to
                           prevent  proceedings,   and  all  consequent  orders,
                           adjudication,  custodies,  and  supervision  are  not
                           dismissed,  vacated, or otherwise  permanently stayed
                           or  terminated  within  sixty  (60)  days  after  the
                           assignment, filing, or other initial event.

         B.       Remedies.  If any  material breach  occurs,  the non-breaching
party has the  following  remedies in addition to all other  rights and remedies
provided  by  law or  equity,  to  which  the  non-breaching  party  may  resort
cumulatively or in the alternative:

                  1.       The   non-breaching   party  may,  at  its  election,
                           terminate  this  Agreement  by giving  the  breaching
                           party   notice  of   termination   pursuant   to  the
                           provisions  herein. On the giving of notice,  all the
                           breaching  party's  rights  in  the  Agreement  shall
                           immediately terminate.

                  2.       The rights and remedies of any of the parties  hereto
                           shall not be mutually  exclusive  and the election of
                           one remedy for any one item  shall not  foreclose  or
                           prevent an election  of any other  remedy for another
                           item,  or for  the  same  item at a  later  time.  In
                           general,   the  respective   rights  and  obligations
                           hereunder    shall   be   enforceable   by   specific
                           performance,  injunction,  or other equitable remedy,
                           but nothing herein  contained is intended to or shall
                           limit or affect  any  rights at law or by  statute or
                           otherwise of any party aggrieved as against the other
                           party  for a  breach  or  threatened  breach  of  any
                           provision  hereof,  it being  the  intention  of this
                           Section to make clear the  agreement  of the  parties
                           that the  respective  rights and  obligations  of the
                           parties  hereunder  shall be enforceable in equity as
                           well as at law or otherwise.

                  3.       The  parties  specifically  agree  that any breach of
                           Section 13 of this  Agreement by one party will cause
                           immediate  and  irreparable  damage and injury to the
                           other,  and  confirm  that  damages  at law may be an
                           inadequate  remedy for a breach or threatened  breach
                           of such provisions.  In the event of such breach, the
                           nonbreaching  party  shall be entitled by right to an
                           injunction (without the necessity of posting any bond
                           in connection  therewith)  restraining  the breaching
                           party from violating any of said provisions.

15.      Marketing Requirements.  Except as  set  forth  in Section  17B of this
Agreement,  Plus Mark hereby  agrees in good faith to  reasonably  and  actively
market the Pocket-It  Software to the various  American  Greeting retail outlets
throughout the United States of America and to the end user/customer.

16.      Term of Agreement. Subject to the provisions for  termination contained
herein,  this Agreement and the License granted  hereunder shall commence on the
effective  date hereof and shall continue for a period of two (2) years from the
delivery  date (on or before  April 19,  1999) of the  Pocket-It  Software  from
Warever to Plus Mark.  Following the expiration of the said two (2) year period,
this  Agreement  and  the  License  granted  hereunder  shall  continue  for  an
indefinite period of time until terminated as provided in Section 17 below.

<PAGE>

17.      Termination of Agreement.

         A.       By  Either  Party.  In  addition  to any  other provisions for
termination contained herein, after the initial two (2) term hereof as set forth
in Section 16 above,  either party may terminate  this Agreement at any time and
for any cause by giving the other party at least  sixty (60) days prior  written
notice in accordance with the notice provisions set forth herein.

         B.       By  Plus   Mark  for  Discontinuance  of  Pocket-It  Business.
If PlusMark  discontinues  selling the Pocket-It  paper-based planning system at
any time  with or  without  cause  in  PlusMark's  sole  discretion,  then  this
Agreement  shall  terminate on thirty (30) days' advance  written notice of such
discontinuation to Warever.

18.      General Provisions.

         A.       Severability.  In the event that  any condition,  covenant, or
other provision  herein  contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this  Agreement,  and shall in no way affect  any other  covenant  or  condition
herein  contained.  If such  condition,  covenant,  or other  provision shall be
deemed invalid due to its scope or breadth, such provision shall be deemed valid
to the extent of the scope or breadth permitted by law.

         B.       Entire  Agreement.  This  Agreement   sets  forth  the  entire
agreement  between the  parties and  supersedes  all prior  agreements,  whether
written or oral. No promise, representation,  warranty, or covenant not included
in this Agreement has been or is relied upon by the parties to this Agreement.

         C.       Covenants and  Conditions.  Each  provision of  this Agreement
performable  by  either  party  shall  be  deemed  to be both a  covenant  and a
condition.

         D.       Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, personal representatives,
successors,  legal  representatives  and assigns;  provided that this  provision
shall not be construed as permitting assignment,  substitution,  delegation,  or
other  transfer  of rights or  obligations  by each party  except with the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld.

         E.       Headings.  The headings to the various Sections and Paragraphs
of this  Agreement  are for  convenience  and ease of reference  only and do not
define,  limit,  augment,  or  describe  the scope,  content,  or intent of this
Agreement or any part or parts of this Agreement.

<PAGE>

         F.       Notices. All notices given under any of the provisions of this
Agreement must be in writing and shall be deemed to have been given either:  (a)
when  delivered in person to the recipient  named below;  or (b) upon deposit in
United States mail,  either registered or certified,  return receipt  requested,
postage prepaid, addressed to the party or person intended as follows:

                  "Warever"              WAREVER, INC.
                                         Craig R. Hendricks, President
                                         112 West Business Park Drive
                                         Draper, Utah 84020
                                         1-800-766-7229

                  "Plus Mark"            PLUS MARK, INC.
                                         An American Greetings Company
                                         Kurt A. Spitler, Vice President of
                                         Sales & Marketing
                                         One American Road
                                         Cleveland, Ohio 44144-2398
                                         1-800-321-3040

                                         with a copy to

                                         AMERICAN GREETINGS CORPORATION
                                         One American Road
                                         Cleveland, OH 44144
                                         Attention: General Counsel

                  "Snarr"                SNARR AND DYER LICENSING, LLC,
                                         4728 Dearcreek Road
                                         Salt Lake City, UT 84124

         Either  party  may,  by notice  given at any time or from time to time,
require subsequent  notices to be given to another individual person,  whether a
party,  officer, or representative,  or to a different address, or both. Notices
given before actual  receipt of notice of change shall not be invalidated by the
change.

         G.       Time.  Time  is  of  the  essence  of  each  term,  provision,
condition, and covenant of this agreement.

         H.       Counterparts. This Agreement may be executed simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

         I.       Gender and Number.  The  singular  number  include  the plural
whenever the context so indicates.  The neuter gender  includes the feminine and
masculine,  the  masculine  includes the  feminine and neuter,  and the feminine
includes the masculine and neuter, and each includes  corporation,  partnership,
limited liability  company,  or other legal entity when the context so requires.
The word  "person"  means  person or persons or other  entity or entities or any
combination of persons and entities.

         J.       Governing  Law,  Dispute  Resolution,  Limitation  on Damages.
The  validity,

<PAGE>

interpretation,  and  performance  of  this  Agreement  will  be  determined  in
accordance with the laws of the State of Ohio without regard to conflict of laws
rules.  The parties will attempt to settle all disputes  amicably within 30 days
of  receipt  of  written  notice of a  dispute  through  non-binding  mediation.
However,  if they are  unsuccessful,  any dispute  arising out of or relating to
this  Agreement  (other  than the right to secure  injunctive  relief)  shall be
settled by binding  arbitration  in Cleveland  under Ohio law. Such  arbitration
shall  be  administered  by  the  American  Arbitration  Association  under  its
Commercial  Arbitration  Rules,  and  judgment  on  the  award  rendered  by the
arbitrators may be entered in any court having jurisdiction thereof. In no event
shall  either  party  be  liable  for  any  indirect,  special,  incidental,  or
consequential  damages (whether defined as such or provided for under applicable
case law, statute, or otherwise) in any way connected with this Agreement,  even
if the party has advance notice of the possibility of such damages.

         K.       Waiver. Unless  otherwise  indicated  herein,  failure by  any
party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement,  or to exercise any right or remedy consequent upon
a breach thereof,  shall not constitute a waiver of any such breach or any other
covenant,  agreement,  term, or condition. Any party, by notice delivered in the
manner  provided in this  Agreement,  may, but shall be under no  obligation  to
waive any of its rights or any  conditions to its obligation  hereunder,  or any
duty,  obligation,  or covenant of any other  party.  No waiver  shall affect or
alter  the  remainder  of this  Agreement,  but each and every  other  covenant,
agreement,  term, and condition  hereof shall continue in frill force and effect
with respect to any other then existing or subsequently  occurring breach. To be
effective, any waiver must be signed by both parties hereto.

         L.       Modification and  Amendment. This  Agreement may be amended or
modified only by an instrument in writing signed by all the parties hereto.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
the date and year set forth above.

"WAREVER"

WAREVER, INC.
A Utah Corporation

By: /s/ Craig R. Hendricks
   -----------------------------
   CRAIG R. HENDRICKS, President




"PLUS MARK"
An Ohio Corporation, a wholly owned subsidiary
of American Greetings Company, an Ohio Corporation


By: /s/ Kurt A. Spitler
   ----------------------------------------------------
   KURT A. SPITLER, Vice President of Sales & Marketing

<PAGE>


SNARR AND DYER LICENSING, LLC
A Utah Limited Liability Company


By:  /s/  Doug Snarr
    --------------------------
    DOUG SNARR, President


<PAGE>

                                   Schedule A

All  Trademarks,  Trade  Names,  Patents,  Copyrights,   Tradedress,  and  other
intellectual  property related to the Pocket-It  paper-based planning system and
the Pocket-It product line.