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                                                                  Exhibit #10.16

                                  LICENSE AGREEMENT

This Agreement, dated as of March 3, 1996 (the "Effective Date") is made by and
between Fourth Shift Corporation, a Minnesota corporation, with its principal
offices at 7900 International Drive, Minneapolis, Minnesota 55425-1551
(hereinafter "FSC") and Teknekron Software Systems, Inc. a Delaware corporation,
with offices at 530 Lytton Avenue, Palo Alto, California, 94301 (hereinafter
"TSS").

         WHEREAS, TSS is a software developer and supplier of computer
networking software technology, and related software development services,
including the Teknekron Information BUS-TM-, the Rendezvous-Registered
Trademark- Information Bus, Transaction Express, Enterprise Toolkit and other
extensions or derivatives of these products, or of other TSS technologies; and

         WHEREAS, FSC desires to embed portions of certain TSS products or
technologies into one or more, current or future FSC product(s), for licensing
through FSC's distribution system;

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement and for other good and valuable consideration, the parties agree
as follows:

1.       DEFINITIONS

1.1.     "AGREEMENT" shall mean this License Agreement.

1.2.     "TSS SOFTWARE" shall mean those TSS software programs or program
         modules included on Exhibit A, or amendments to Exhibit A, along with
         any UPDATES or ENHANCEMENTS to those programs; whether the programs
         are marketed by TSS under the indicated tradename, or under any other
         tradename.  TSS SOFTWARE consists of DEVELOPMENT SOFTWARE and RUN TIME
         SOFTWARE.

1.3.     "DEVELOPMENT SOFTWARE" shall mean software applications and library
         files that enable FSC to create FSC PRODUCTS as set forth in Exhibit
         A.

1.4.     "RUN TIME SOFTWARE" shall mean application services which will be
         embedded in the FSC PRODUCT as set forth in Exhibit A.

1.5.     "FSC PRODUCTS" shall mean the computer software program(s) to be
         distributed by FSC which includes all or portions of the RUN TIME
         SOFTWARE, including any FSC derivatives of those programs; whether
         using the tradename "FSC" or any other tradename, provided, however,
         that an FSC PRODUCT may not be a software environment designed for
         substantially the same purpose(s) as the TSS SOFTWARE.

1.6.     "OBJECT CODE" shall mean computer software programs in
         machine-readable format.

1.7.     "SOURCE CODE" shall mean computer software programs in human-readable
         format which can be converted by a compiler into OBJECT CODE.


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1.8.     "DEFECT(S)" shall mean any condition wherein the TSS SOFTWARE supplied
         to FSC under this Agreement fails to perform in accordance with the
         DOCUMENTATION which was provided to FSC by TSS.

1.9.     "DOCUMENTATION" shall mean any performance specifications or user
         manuals supplied to FSC by TSS in accordance with this AGREEMENT,
         which may include, but is not limited to sequence diagrams, flow
         charts, schematics, processes, functional specifications, design
         documents, test plans, release notes, installation information, user
         documentation, Application Programming Interfaces (APIs), any software
         development kit documentation, or other information relating to the
         TSS SOFIWARE programs.

1.10.    "END-USER" shall mean the person who or entity which licenses an FSC
         PRODUCT from FSC pursuant to a valid license agreement which includes
         terms protecting against unauthorized duplication or use.

1.11.    "NOTICE" shall mean a written notice provided to either party from the
         other party in conformance with section 11.1 of this Agreement.

1.12.    "AUTHORIZED PLATFORM" shall mean the hardware/operating system
         platforms specified in Exhibit A.

1.13.    "AUTHORIZED DEVELOPER" shall mean those specific FSC employees and
         consultants under contract to FSC (subject to section 2.7 below)
         designated by FSC as authorized users of the TSS SOFTWARE as specified
         in Exhibit B.

1.14.    "DEVELOPER LICENSE" shall mean use of the DEVELOPMENT SOFTWARE by an
         AUTHORIZED DEVELOPER on an AUTHORIZED PLATFORM under the terms of this
         AGREEMENT.

1.15.    "ENHANCEMENTS" shall mean a change or addition to the TSS SOFTWARE,
         other than an UPDATE, that improves its function, adds new function,
         or substantially enhances its performance.  ENHANCEMENTS shall not
         include programs that have a value and utility separate from the use
         of the TSS SOFTWARE and are priced and offered separately from the TSS
         SOFTWARE.

1.16.    "UPDATES" shall mean a change to the TSS SOFTWARE that is in a form
         that reestablishes material conformity of the TSS SOFTWARE to its
         applicable DOCUMENTATION, including bug fixes, error corrections,
         minor enhancements of performance, or enhancements to keep the TSS
         SOFTWARE current with changes in the AUTHORIZED PLATFORMS.  All
         UPDATES shall be considered part of the TSS SOFTWARE for all purposes
         under this AGREEMENT.

2.       LICENSE OF SOFTWARE

2.1.     DEVELOPMENT LICENSES



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         2.1.1.    TSS hereby grants Licensee a non-exclusive, non-transferable
                   license to use the DEVELOPMENT SOFIWARE and the
                   DOCUMENTATION on an internal basis for the sole purpose of
                   creating FSC PRODUCTS, subject to the terms and conditions
                   of this AGREEMENT.  FSC PRODUCTS may be created pursuant to
                   this license (i) only on the AUTHORIZED PLATFORMS specified
                   in Exhibit A and (ii) only by AUTHORIZED DEVELOPERS.  Each
                   AUTHORIZED DEVELOPER shall be granted a DEVELOPER LICENSE.
                   AUTHORIZED DEVELOPERS may create FSC PRODUCTS on either
                   stand alone computers or on computer networks provided the
                   number of AUTHORIZED DEVELOPERS may never exceed the number
                   of DEVELOPER LICENSES for which FSC has paid a license fee
                   as specified on Exhibit C.  FSC may replace or substitute
                   for a designated AUTHORIZED DEVELOPER but only if the
                   individual is no longer an employee or consultant of FSC or
                   is reassigned, on a non-temporary basis, to other duties
                   within FSC where use of the TSS DEVELOPMENT SOFTWARE will
                   not be required.  FSC may also use the FSC PRODUCTS created
                   by FSC on an internal basis in accordance with this
                   AGREEMENT.

         2.1.2.    FSC may make one copy of the DEVELOPMENT SOFTWARE for each
                   AUTHORIZED PLATFORM solely for backup purposes.

2.2.     LICENSE OF RUN TIME SOFTWARE

         2.2.1.    Subject to the terms and conditions of this AGREEMENT, TSS
                   hereby grants FSC a worldwide, non-exclusive,
                   non-transferable license to (i) link and embed exactly in
                   the form provided to FSC, the RUN TIME SOFTWARE solely in
                   conjunction with and as a part of an FSC PRODUCT and (ii)
                   reproduce, market, sublicense and distribute the RUN TIME
                   SOFTWARE solely in conjunction with and for execution of FSC
                   PRODUCTS by END USERS.  FSC is prohibited from distributing
                   the RUN TIME SOFTWARE in any format other than as an
                   embedded component of an FSC PRODUCT.

         2.2.2.    FSC may distribute the RUN TIME SOFTWARE as contained in the
                   FSC PRODUCTS on a worldwide basis on any media, and in any
                   manner, including but not limited to floppy disks, compact
                   disks, or using any other computer software storage device
                   or data communication device.

         2.2.3.    FSC is authorized to duplicate the RUN TIME SOFTWARE, in
                   whole or in part, for purposes of product development,
                   product testing, manufacturing, technical support, sales
                   support, or archival storage.  Where applicable, TSS
                   copyright notices should be incorporated into the
                   appropriate software programs.  Manufacturing of the FSC
                   PRODUCTS containing the RUN TIME SOFTWARE or its associated
                   documentation may be performed by FSC employees, or, subject
                   to Confidentiality and Proprietary Information restrictions,
                   by FSC-authorized contractors, agents, software duplication
                   suppliers, documentation suppliers, or packaging suppliers.

2.3.     ENHANCEMENTS.  TSS may from time to time offer ENHANCEMENTS as and
         when developed or acquired by TSS, to FSC for inclusion in the FSC
         PRODUCTS.  If the parties agree on including any ENHANCEMENTS,
         appropriate changes in the DOCUMENTATION and payment provisions shall
         be set forth in a written amendment to this AGREEMENT and


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         thereupon the ENHANCEMENTS shall become part of the TSS SOFTWARE and
         DOCUMENTATION for purposes of this AGREEMENT.

2.4.     This AGREEMENT is not a sale of the TSS SOFTWARE and DOCUMENTATION or
         any copy of the TSS SOFTWARE and DOCUMENTATION, and FSC shall have no
         title or ownership in the TSS SOFTWARE and DOCUMENTATION, or any
         copies of part thereof, regardless of the form on which the original
         and any copies may exist.  FSC is prohibited from removing or
         obliterating any copyright, trademark, or other proprietary rights
         notice on the TSS SOFTWARE and DOCUMENTATION.

2.5.     FSC may not use (or cause to be used) the TSS SOFTWARE (excluding the
         RUN TIME SOFTWARE incorporated into an FSC PRODUCT) for rental, as a
         part of a service bureau, or for any similar purpose.  Except as
         otherwise provided in Section 2.2.1, all sublicensing of the TSS
         SOFTWARE and DOCUMENTATION or any part thereof is prohibited.  FSC may
         not decompile, disassemble, reverse-assemble, analyze or otherwise
         examine the TSS SOFTWARE for reverse engineering of the TSS SOFTWARE.

2.6.     DOCUMENTATION.  Pursuant to the terms of this Agreement, TSS hereby
         grants FSC a worldwide, perpetual, non-exclusive, paid up, irrevocable
         license right to include, subject to any Confidential and Proprietary
         Information restrictions, any or all of the DOCUMENTATION for the RUN
         TIME SOFTWARE into FSC's own user documentation or technical support
         documentation, as well as the right to develop and own derivatives of
         any such FSC PRODUCT documentation.  FSC acknowledges and agrees that
         this AGREEMENT grants FSC no title or right of ownership in the
         original DOCUMENTATION or TSS SOFTWARE.  Notwithstanding the above,
         FSC or its agents are authorized to include the DOCUMENTATION with any
         local language versions of FSC PRODUCT documentation, whether prepared
         in a written or an electronic form.

2.7.     ALLOWABLE USE.  FSC is strictly prohibited from developing any FSC
         PRODUCTS where the purpose of such FSC PRODUCT is to create another
         stand alone software program that is designed for substantially the
         same purpose as the TSS SOFTWARE.  If the FSC PRODUCT includes a
         programming interface, FSC is prohibited from including functionality
         which reproduces, replicates, or substantially duplicates any portion
         of the structure, form or functions of the programming interface
         provided with the TSS SOFTWARE.

2.8.     FSC PRODUCTS shall be distributed with a license agreement which
         authorizes an END USER to use the FSC PRODUCT subject to the following
         provisions: (a) the limitation on the END USER'S use of the FSC
         PRODUCT, including prohibitions on distribution to other parties,
         including but not limited to distribution of the RUN TIME SOFTWARE, or
         any part thereof; decompiling, disassembling, sublicensing or leasing
         the FSC PRODUCT; copying the FSC PRODUCT (other than for making backup
         copies); removing or obliterating any copyright, trademark, or
         proprietary rights notices; and use on platform other than the
         authorized platform; (b) a bar on the export or re-export of the FSC
         PRODUCT absent necessary US governmental approvals or export licenses;
         (c) an acknowledgment of the inclusion of the RUN TIME SOFTWARE in the
         FSC PRODUCT and TSS' proprietary interest in them;  (d) an exclusion
         of liability on the part of TSS under the license agreement and an
         agreement to look solely to FSC for damages relating to the FSC
         PRODUCT; (e) a prohibition on the reproduction, distribution,


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         use, linking, or embedding of the RUN TIME SOFTWARE or any part
         thereof in any other software program;  (f) a prohibition on use for
         rental, as a part of a service bureau, or for any similar purpose; and
         (g) a prohibition on the creation of any software program which makes
         direct function calls to the TSS libraries.

2.9.     FSC agrees to exercise a reasonable standard of care to (i) limit
         access to the TSS SOFTWARE and DOCUMENTATION to its employees which
         are AUTHORIZED DEVELOPERS and (ii) prohibit access to the TSS SOFTWARE
         and DOCUMENTATION (other than the RUN TIME SOFTWARE incorporated into
         an FSC PRODUCT, as authorized in this AGREEMENT) to any third party,
         without the prior written consent of TSS.  Notwithstanding the
         foregoing, FSC shall have the right to allow consultants under
         contract to FSC to access the TSS SOFTWARE and DOCUMENTATION provided
         that (a) such access is governed by the terms and conditions of this
         AGREEMENT including, without limitation, the provisions relating to
         designated AUTHORIZED DEVELOPERS and AUTHORIZED PLATFORMS, and (b) FSC
         shall be responsible for any failure of any consultant to comply with
         the terms and conditions of this AGREEMENT.  FSC will establish a
         reliable procedure to monitor the use of the TSS SOFTWARE to ensure
         that the TSS SOFTWARE and DOCUMENTATION are only being used by
         AUTHORIZED DEVELOPERS on the AUTHORIZED PLATFORMS.  FSC is prohibited
         from disclosing the results of benchmark tests on the TSS SOFTWARE
         unless TSS consents to such disclosure in writing.  FSC agrees to use
         the TSS SOFTWARE and DOCUMENTATION only as specifically authorized in
         this AGREEMENT and for no other purpose.  These obligations will
         survive any termination of this AGREEMENT.

2.10.    USE OF TRADENAMES, TRADEMARKS, OR COPYRIGHTS.  Pursuant to the terms
         of this Agreement, TSS hereby grants FSC a non-exclusive license to
         use the TSS trademarks, as supplied by TSS, in connection with the
         marketing, sales, and support of the FSC PRODUCTS.  TSS represents and
         warrants to FSC that the trademarks do not infringe any third party
         intellectual property rights. TSS shall indemnify and hold FSC
         harmless from any third-party claims that use of the TSS trademarks by
         FSC or an END-USER infringes any third party intellectual property
         rights.  FSC acknowledges and agrees that the trademarks used by TSS
         to identify the TSS SOFTWARE may change from time to time.  FSC agrees
         to change the TSS trademarks it uses in connection with the FSC
         PRODUCTS accordingly, provided TSS provides reasonable notice.

2.11.    MARKETING AND SALES MATERIALS.  FSC may, at its sole discretion and
         expense, develop and distribute advertising and product literature
         containing system requirements, specifications, functional
         information, or any other information related to the TSS SOFTWARE, the
         FSC PRODUCTS or associated services.  Wherever  TSS, its products, or
         its tradenames, or trademarks are mentioned or identified, TSS shall
         have the right to review and approve any such usage which approval
         shall not be unreasonably withheld.

3.       PAYMENT SCHEDULE

3.1.     LICENSING REPORTS

         3.1.1.    QUARTERLY REPORTS.  FSC shall provide TSS with summarized
                   quarterly reports of license sales and maintenance/support
                   sales of the FSC PRODUCTS.  Reports covering


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                   the prior calendar quarter will be provided to TSS within
                   thirty (30) days following the end of that quarter.  All
                   such reports will be considered Confidential Information as
                   defined in Section 8.1.

         3.1.2.    SHIPMENT RECORDS.  FSC shall maintain a shipment record of
                   all authorized licenses of FSC PRODUCTS containing the RUN
                   TIME SOFTWARE including copies in use by FSC, its
                   distributors, its resellers, and its licensees.  These
                   records shall be maintained for a minimum of three (3) years
                   following the shipment of a product to a FSC customer.

3.2.     PAYMENTS

         3.2.1.    LICENSE FEES.  For the duration of this Agreement, FSC
                   agrees to pay TSS license fees for the TSS SOFTWARE
                   consistent with the terms of the License Fee Schedule
                   contained in Exhibit C, which fees may be amended from time
                   to time at the sole discretion of TSS.  All fees may be
                   increased no more than once per year, in accordance with the
                   ECI, and any government-caused increases which are not
                   generally reflected in such index, which may include
                   mandated health insurance.  The "ECI" means the US Labor
                   Department Bureau of Statistics Employment Cost Index for
                   white collar occupations.  All license fees are to be
                   computed and paid in U.S. dollars.

         3.2.2.    SUPPORT FEES.  FSC shall pay TSS fees annually for the
                   support of TSS SOFTWARE.  The first year's support fee is
                   set forth in Exhibit C.  Support fees may be amended by TSS
                   at each annual renewal thereof, subject to the provisions of
                   3.2.1.

         3.2.3.    PAYMENT PROCEDURES.  License fees for the TSS SOFTWARE will
                   be paid in accordance with the prices and terms contained in
                   Exhibit C.  Payments shall be made by company check or by
                   electronic funds transfer and shall be due and payable at
                   the time FSC provides the summarized quarterly report as
                   defined in section 3.1.1.

         3.2.4.    THIRD-PARTY SOFTWARE.  TSS is responsible to pay all
                   required royalties or other payments for any third-party
                   software which may be contained in the TSS SOFTWARE, and
                   shall continue to maintain licensing and sublicensing terms
                   and conditions for such software which conform to the
                   licensing terms and conditions for the TSS SOFTWARE made
                   between the parties to this Agreement.

3.3.     AUDIT RIGHTS.  TSS or its authorized agent shall have the right to
         periodically audit FSC's licensing revenue records related to the FSC
         PRODUCTS to verify compliance with the payment terms of this
         Agreement, provided that: 1) FSC is provided at least five (5)
         business days advance Notice of the TSS' intention to audit; and 2)
         provided that the audit is conducted during normal business hours or
         at another time deemed by the parties to be reasonable, and 3)
         provided that this audit right may be exercised no more frequently
         than once during any twelve month period.  If during an audit, FSC is
         found to have inaccurately reported the applicable licensing revenue,
         FSC shall be required to pay for any unreported licenses as well as an
         additional penalty equal to 1 1/2 % per month for the delayed payment
         of any applicable royalty fees otherwise due and payable to TSS.  If
         the royalty fees which were otherwise due and payable for
         under-reported


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         licenses exceed 5% of the royalties due and payable under this
         AGREEMENT, FSC shall reimburse TSS for any reasonable costs associated
         with conducting the audit.

4.       DELIVERY AND ACCEPTANCE

4.1.     DELIVERY.  Upon the signing of this AGREEMENT and payment of the
         initial licensing fee specified on Exhibit C, TSS shall deliver two
         (2) complete copies of the OBJECT CODE versions of all of the RUN TIME
         SOFTWARE programs, OBJECT CODE versions of the DEVELOPMENT SOFTWARE,
         and all available DOCUMENTATION for the TSS SOFTWARE.  Follow-on
         deliveries of any new or modified OBJECT CODE or DOCUMENTATION
         including the general release versions of all alpha or beta versions
         of the LICENSED SOFTWARE, shall be delivered to FSC at the time of
         initial beta testing.  All deliveries will be F.O.B. TSS' facility in
         Palo Alto, California.  Reasonable transportation and insurance will
         be arranged by TSS and billed to FSC.

4.2.     ACCEPTANCE.  FSC shall have ten (10) business days following delivery
         of the media to verify that: 1) the media is in good working order;
         and 2) that the applicable software have been delivered.

5.       TERM OF AGREEMENT

5.1.     INITIAL TERM.  The initial term of this AGREEMENT shall be five (5)
         years from the effective date of this AGREEMENT unless terminated
         earlier.

5.2.     RENEWAL.  The initial term (or any extended term resulting from a
         renewal) will be automatically extended on a year-to-year basis unless
         terminated by written notice from either party at least sixty (60)
         days before the end of the term of any renewal thereof.  The initial
         term (or any extended term resulting from a renewal) will be extended
         automatically by one year upon each of the following circumstances:
         (a) volume of business in the third year of at least $250,000, (b)
         volume of business in the fourth year of at least $300,000, and (c)
         volume of business in any subsequent year of at least $350,000.  For
         avoidance of doubt, if FSC does not meet the preceeding minimum
         renewal requirement in any year, the remaining term of the AGREEMENT
         after that year will not be less than two years.

5.3.     TERM OF LICENSES.  Notwithstanding anything contained herein to the
         contrary, once FSC has made full payment of the license fee for an
         item of TSS SOFTWARE, TSS cannot terminate the license granted
         hereunder with respect to such item, except for an uncured breach by
         FSC of the terms of Section 2 (Grant of License), Section 8
         (Proprietary Information) or Section 11.2 (Assignment).

6.       TECHNICAL SUPPORT AND UPDATES

6.1.     TSS' SUPPORT OBLIGATIONS.

         6.1.1.    TECHNICAL SUPPORT SERVICES.  FSC shall designate no more
                   than two (2) AUTHORIZED DEVELOPERS, the right to substitute
                   not to be unreasonably withheld, to act as technical support
                   liaison personnel between FSC and  TSS.  Each such


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                   designated AUTHORIZED DEVELOPER shall be entitled to access
                   the TSS Support Center.  The Support Center operates during
                   business hours, 9:00 a.m. to 5:00 p.m. Pacific Time, Monday
                   through Friday, excluding TSS holidays.  The Support Center
                   may be contacted to notify TSS of problems associated with
                   the TSS SOFTWARE and related DOCUMENTATION.  TSS will log
                   all problems, including DEFECTS, and exercise best efforts
                   to provide explanations, assistance in problem resolution,
                   work-arounds if available and general technical assistance.

         6.1.2.    SERVICES PROVIDED FOR AN ADDITIONAL CHARGE.  The Support
                   Center will provide the following services for an additional
                   charge:  (i) assistance with questions and problems that
                   occur when the TSS SOFTWARE is used in a manner that is
                   inconsistent with its specification, and (ii) support
                   outside of hours specified in 6.1.1.  In cases where FSC
                   desires these services, or when FSC requires an UPDATE or
                   bug fix prior to general UPGRADE availability, these
                   services will be made available to FSC on a time and
                   materials basis at TSS' standard T&M rates.

         6.1.3.    DURATION OF SUPPORT.  TSS shall only provide technical
                   support for the current version of the TSS SOFTWARE and for
                   the version immediately preceding the last UPDATE.  TSS
                   shall support the prior version for a period which shall not
                   exceed twelve (12) months from the date the UPDATE becomes
                   generally available.  Upon expiration of this twelve months,
                   and upon request by FSC, TSS will provide support for prior
                   versions on mutually agreeable terms.

         6.1.4.    UPDATES.  TSS shall provide, for the period during which and
                   the licenses for which FSC pays annual fees, UPDATES of the
                   TSS SOFTWARE prepared by TSS when and as such UPDATES become
                   available for delivery to FSC.  TSS shall use reasonable
                   efforts to include in such UPDATES corrections of DEFECTS in
                   the TSS SOFTWARE provided TSS is given adequate notice of
                   the nature of such DEFECTS and provided further that TSS is
                   under no obligation to correct any DEFECT in any particular
                   UPDATE.

6.2.     FSC'S SUPPORT OBLIGATIONS.  Except as otherwise provided in this
         AGREEMENT, FSC shall assume all responsibility and liability to END
         USERS with respect to the FSC PRODUCTS and, in accordance with this
         section, shall assume all responsibility and liability to such END
         USERS for support and assistance.

         6.2.1.    FSC will be responsible for all technical support relating
                   to the FSC PRODUCT, including any RUN TIME SOFTWARE embedded
                   therein.

         6.2.2.    The purchase of technical support is not required, however,
                   if FSC elects to obtain such support for the DEVELOPMENT
                   SOFTWARE, FSC must purchase such support for the total
                   number of AUTHORIZED DEVELOPERS of the DEVELOPMENT SOFTWARE
                   for which a license is granted under this AGREEMENT, and if
                   an END USER elects to receive technical support, FSC shall
                   pay to TSS the applicable fee for support of the RUN TIME
                   SOFTWARE no later than the date of installation of the FSC
                   PRODUCT.  If FSC elects to purchase support, FSC must
                   purchase support for both the DEVELOPMENT SOFTWARE and the
                   RUN TIME SOFTWARE.  After the initial


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                   annual term, and upon receipt by FSC of an invoice
                   specifying the technical support fee due for the next term,
                   technical support will be renewable for a successive 12
                   month period.  Payment of the invoice is due by the first
                   day of the subsequent term.  Reinstatement after a lapse of
                   technical support will require payment by FSC of TSS'
                   then-current technical support fee for the lapsed period.
                   All payments are nonrefundable, except in the event this
                   AGREEMENT is terminated due to a breach by TSS, in which
                   case FSC shall receive a pro rata refund of the unused
                   portion.

         6.2.3.    Licensee is prohibited from providing UPDATES of the RUN
                   TIME SOFTWARE to END USERS not covered by a support
                   agreement for such software and for which the applicable
                   support fee has not been paid.

6.3.     TSS will not be obligated to remedy any TSS SOFTWARE defect caused by
         FSC's modification or misuse of the TSS SOFTWARE.  TSS makes no
         warranties with respect to the technical support service being
         provided, either express or implied, including without limitation,
         any warranty of merchantability or fitness for a particular purpose.

6.4.     TRAINING.  Training services provided by TSS to FSC personnel may be
         purchased by FSC, in accordance with TSS' standard terms and
         conditions.

6.5.     LICENSING CONTROLS.  Unless specifically approved in writing by FSC,
         TSS shall make best efforts to ensure that the TSS SOFTWARE shall not
         contain any lock, clock, timer, counter, copy protection feature,
         defect (virus or worm), or any other disabling device which: (a) might
         lock, disable, or erase the programs; (b) prevent FSC or an END USER
         from fully using or sublicensing the RUN TIME SOFTWARE in accordance
         with this AGREEMENT; or (c) require action or intervention by TSS or
         any other person or entity to install or use the TSS SOFTWARE.

7.       SOURCE CODE ESCROW

7.1.     ESCROW DEPOSIT.  TSS agrees to deposit with either Data Securities
         International, Inc. (DSI) or another Escrow Agent mutually acceptable
         to both parties, a copy of the SOURCE CODE and each subsequent UPDATE
         or ENHANCEMENT of any component of the TSS SOFTWARE provided to FSC
         under the terms of this AGREEMENT and all such related materials and
         design documentation.  Prior SOURCE CODE versions of the TSS SOFTWARE
         will be maintained in escrow for six months.  FSC shall have the right
         to inspect and verify at the Escrow Agent's site, that the appropriate
         deposits of the applicable SOURCE CODE and documentation are being
         made.  An additional deposit shall be made upon each new UPDATE or
         ENHANCEMENT of the TSS SOFTWARE which is provided to FSC under the
         terms of this AGREEMENT.  Both parties agree to complete and execute
         any and all additional agreements as may be necessary to facilitate
         the commitments herein.  FSC shall pay TSS a fee of $4,000 for these
         escrow services during the first year of this AGREEMENT, and a fee of
         $2,000 for each subsequent year.  TSS is required to pay any and all
         associated fees which are due and payable to the Escrow Agent.

7.2.     ESCROW RELEASE CONDITIONS.  FSC shall have the right to receive the
         SOURCE CODE from escrow only upon the occurrence of one of the
         following conditions: (a) TSS ceases to carry on its business; or (b)
         TSS fails to provide the support services set forth in section 6.1


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         above for a period of 180 days.  In the event such release condition
         occurs, FSC shall notify the Escrow Agent of such occurrence and the
         Escrow Agent shall notify TSS of such claim, all as set forth in the
         escrow agreement with terms customary for transactions of this type.

7.3.     SOURCE CODE USE RESTRICTIONS.  Any SOURCE CODE which may be provided
         to FSC by TSS in accordance with section 7 this AGREEMENT shall be
         used only for the development, testing, maintenance support, or
         manufacturing of FSC PRODUCTS or derivatives of the FSC PRODUCTS.  The
         SOURCE CODE is only to be provided to employees of FSC and to approved
         contractors (whose approval is at the sole discretion of TSS), and
         only those employees who have a  need-to-know.

8.       PROPRIETARY INFORMATION

8.1.     CONFIDENTIAL INFORMATION.  Each party acknowledges that the other
         party may disclose certain technical, financial, or business
         information that such other party considers to be confidential and
         proprietary ("Confidential Information"), and that the unauthorized
         use or disclosure of any such Confidential Information by the party
         receiving such Confidential Information (the "Receiving Party") would
         cause irreparable financial and other damages to the disclosing party
         (the "Disclosing Party").  Without limiting the generality of the
         preceding sentence, the parties agree that the TSS SOFTWARE is
         included in the Confidential Information of the parties.  The
         Receiving Party agrees not to disclose to any third party, use or
         duplicate any Confidential Information of the Disclosing Party, except
         as expressly permitted in this Agreement.  The Receiving Party will
         limit the disclosure of all such Confidential Information to those of
         its employees who have a need to access such Confidential Information
         for the performance of this Agreement.  The Receiving Party further
         agrees to take all reasonable measures to maintain the confidence of
         all such Confidential Information in its possession or control, which
         measures will in no event be less than the measures that the Receiving
         Party takes to protect its own confidential and proprietary
         information of similar importance.  Each party agrees, on an annual
         basis, to inform the other party of product and platform plans.

8.2.     EXCEPTIONS.  Confidential Information will not include information
         that:  (a) is in or enters the public domain without breach of this
         Agreement; or  (b) the Receiving Party lawfully receives from a third
         party without restriction on disclosure and without breach of a
         nondisclosure obligation; or (c) the Receiving Party develops
         independently, which it can prove with written evidence; or (d)
         information that the Receiving Party is required by U.S. law or
         regulation to disclose.

9.       WARRANTIES, INDEMNITIES, AND LIABILITIES

9.1.     WARRANTEES

         9.1.1.    RIGHTS TO LICENSE THE INTELLECTUAL PROPERTY.  TSS represents
                   and warrants that TSS now has and, during the term of this
                   AGREEMENT, will continue to have the complete, worldwide
                   right to license the TSS SOFTWARE and to sublicense any and
                   all third-party software which may be contained in the TSS
                   SOFTWARE under the licensing terms and conditions contained
                   in this AGREEMENT.  Upon breach of this warranty, FSC may
                   terminate this AGREEMENT effective immediately and, if FSC


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                   makes such election, the parties shall be relieved of all
                   further liability or obligation between them.  Such election
                   must be made within thirty (30) days of notice to FSC of
                   such breach.  If FSC does not make such election, FSC's
                   sole remedies shall be those set forth in sections 9.2 and
                   9.3.2 of this AGREEMENT.

         9.1.2.    DOCUMENTATION. TSS represents and warrants to FSC, for a
                   period of ninety(90) days from execution of this AGREEMENT,
                   that the TSS SOFTWARE will function in accordance with the
                   DOCUMENTATION.  TSS represents and warrants to FSC, for a
                   period of ninety (90) days from receipt by FSC, that any
                   UPDATES to the TSS SOFTWARE will function in accordance with
                   the DOCUMENTATION.

         9.1.3.    MEDIA. TSS warrants for a period of ninety (90) days after
                   delivery to FSC that the TSS SOFTWARE or any implementation,
                   modification, UPDATE, ENHANCEMENT, patch, source code, or
                   documentation has been delivered on media which is free from
                   any defects in material or workmanship.  The sole remedy for
                   a media defect, at the sole option of FSC, shall be either
                   (a) the immediate replacement of the media containing the
                   software or DOCUMENTATION, or ( b) the delivery of the
                   software or DOCUMENTATION on a different media specified by
                   FSC.

         9.1.4.    DISCLAIMER  Subject to the foregoing representations and
                   warranties, TSS does not warrant, guarantee, or make any
                   representations regarding the use, or results of the use of
                   the TSS SOFTWARE.  THE ABOVE WARRANTIES ARE THE ONLY
                   WARRANTIES OF USE OF ANY KIND, EITHER EXPRESS OR  INLPLIED.
                   TSS DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY  INLPLIED
                   WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
                   PARTICULAR PURPOSE.  Such disclaimer is a fundamental part
                   of TSS' bargain hereunder. TSS would not have entered into
                   this AGREEMENT absent such disclaimer.

9.2.     INDEMNITIES

         9.2.1.    SCOPE OF THE INDEMNIFICATION.  TSS shall indemnify and agree
                   to hold FSC harmless from any claim that the TSS SOFTWARE as
                   contained in any FSC PRODUCT violates the rights of any
                   third parties with respect to any U.S. copyright, patent, or
                   trade secret or other U.S. intellectual property right.

         9.2.2.    CONDITIONS OF INDEMNIFICATION. TSS will have no obligation
                   under Section 9.2 unless: (1) FSC provides prompt
                   notification to TSS of any claim which comes to its
                   attention; and (2) TSS has full discretion and sole control
                   of the defense or settlement of any such claim; and (3) that
                   FSC provides full and complete cooperation, at no cost to
                   FSC, in the defense and settlement of any such claim.

9.3.     LIMITATION OF LIABILITIES

         9.3.1.    CONSEQUENTIAL DAMAGES.  FSC acknowledges and agrees that the
                   license fees and other charges which TSS is charging under
                   this AGREEMENT do not include any consideration for
                   assumption by TSS of the risk of FSC's consequential,
                   incidental, or exemplary damages which may arise in
                   connection with FSC's use of the TSS




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                   SOFTWARE.  Therefore, neither party shall be liable for any
                   indirect, special, incidental, consequential, or exemplary
                   damages, including loss of profits, loss of data, or
                   interruption of business arising out of or relating to
                   performance or non-performance by the other party under this
                   AGREEMENT, whether based on contract, tort, product
                   liability or any other legal theory, regardless of whether
                   the party sought to be held accountable has knowledge of the
                   possibility of such damages.

         9.3.2.    TITLE DEFECTS.  In the event that TSS is unable, using
                   reasonable commercial efforts, to obtain for FSC rights to
                   use TSS SOFTWARE in accordance with this AGREEMENT, TSS
                   shall either  (i) obtain a license to use the software,
                   (ii) provide a functionally similar and compatible program,
                   (iii) modify the infringing program so that it is non
                   infringing while maintaining comparable functionality, or
                   (iv) if none of the above are reasonably feasible, as
                   determined in TSS' sole judgment, then TSS shall return a
                   proportionate share of the license fees paid to TSS for the
                   infringing software, such proportion to be based upon a five
                   (5) year straight line depreciation schedule; with such
                   depreciation commencing when the software is delivered.
                   Following the repayment, TSS shall be discharged of all
                   further liability for such infringement except for
                   continuing obligation of indemnification against third party
                   claims.

         9.3.3.    PROGRAM DEFECTS.  Upon expiration of 9.1.2 above, remedies
                   for any failure of the TSS SOFTWARE to adequately perform
                   the functions described in the DOCUMENTATION shall be
                   limited to TSS' obligations under section 6.1 above.

         9.3.4.    LIMITED LIABILITY.  With the exception of liability for
                   claims related to Section 9.2. 1, "Scope of the
                   Indemnification" or to Section 8.1 "Confidential
                   Information, TSS shall be not be liable hereunder for any
                   amount greater than the sum of license fees paid to TSS
                   pursuant to this AGREEMENT for the specified term during
                   which the liability occurred.

10.      TERMINATION

10.1.    TERMINATION FOR DEFAULT.  This AGREEMENT may be terminated by the
         non-defaulting party if any of the following events of default occur:

         10.1.1.   If either party materially fails to perform or comply with
                   this AGREEMENT or any provision thereof, and does not cure
                   such default within forty-five (45) days of the written
                   notification from the other party; or, if the default is not
                   one which by its nature cannot be fully remedied within
                   forty-five (45) days, the defaulting party has not
                   undertaken all reasonable measures toward remedying the
                   default within said forty-five (45) day period including a
                   date agreed to by both parties for final remedy of the
                   breach, or does not cure the breach by the  agreed-upon
                   date;

         10.1.2.   If either party is declared insolvent by court or
                   governmental agency;

         10.1.3.   If either party makes a general assignment for the benefit
                   of creditors;


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10.2.    MUTUAL AGREEMENT.  This Agreement may be terminated at any time by the
         mutual agreement of the parties.  Continuing rights and obligations of
         the parties specified in section 10.3 shall survive the termination of
         this AGREEMENT.


10.3.    CONTINUING RIGHTS AND OBLIGATIONS.  The following rights and
         obligations would survive termination of this AGREEMENT:

         10.3.1.   SUBLICENSES.   Right-to-use sublicenses to END  USERs shall
                   survive termination of this AGREEMENT.  The termination or
                   expiration of one license shall not affect any other
                   license.

         10.3.2.   RETURN OF PROPRIETARY BUSINESS DATA.  Upon termination of
                   this AGREEMENT both parties shall collect the proprietary
                   business or technical information and the TSS SOFIWARE which
                   belongs to the other party, except as may be necessary to
                   continue to support FSC's existing customers, and to return
                   it to the appropriate party or provide an officer's written
                   certification that all such materials have been collected
                   and completely destroyed.

         10.3.3.   PROPRIETARY INFORMATION.  Obligations of the parties to
                   safeguard and protect the proprietary information of the
                   other party, in accordance with section 8 of this AGREEMENT,
                   shall survive termination of this AGREEMENT.

         10.3.4.   PAYMENTS.  Obligations for license fees and any other
                   specified charges incurred prior to the termination date of
                   this AGREEMENT shall survive termination of this AGREEMENT.

         10.3.5.   All FSC rights to the FSC PRODUCTS and any associated
                   documentation, copyrights, trademarks,  tradenames, and
                   other assets related to the FSC PRODUCTS shall survive
                   termination of this AGREEMENT.  All TSS rights to the TSS
                   SOFTWARE, and the associated documentation, copyrights,
                   trademarks, and  tradenames shall survive termination of
                   this AGREEMENT.

11.      MISCELLANEOUS AGREEMENTS

11.1.    NOTICES.  All notices under this Agreement shall be in writing, and
         either hand delivered, delivered by prepaid courier, or sent by
         electronic means, with a copy sent concurrently by certified mail,
         return receipt requested.  Notices shall be sent to the parties at the
         following addresses or such other addresses as the parties
         subsequently may provide:

         IF to LICENSEE:     Fourth Shift Corporation
                             7900 International Drive
                             Minneapolis, MN 55425-1551
                             Attention: Chief Financial Officer

         Telephone:          (612) 851-1500
         Fax:                (612) 851-1584

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            With a COPY to:  Dorsey & Whitney
                             Attorneys at Law
                             2200 First Bank Place East
                             Minneapolis, MN 55402

         IF to LICENSER:     Teknekron Software Systems, Inc.
                             530 Lytton Avenue
                             Palo Alto, CA 94301
                             Attention: Chief Financial Officer

         Telephone:          (415) 325 -1025
         Fax:                (415) 328-9608

            With a COPY to:  Gould & Mead
                             5801 Christie Avenue
                             Emeryville, CA 94608
                             Attention: Alan Gould

         Telephone:          (510) 428-2229
         Fax:                (510) 428-2232

11.2.    ASSIGNMENT.  Neither party may assign or transfer any of the rights or
         responsibilities set forth herein without the express written consent
         of the other party and any attempt to do so shall be deemed void,
         except that either party may assign this Agreement and/or any of its
         rights and/or obligations hereunder, upon written notice to the other
         party to another entity in the event of that  party's merger or
         consolidation with another entity, without the consent of the other
         party, provided that the assignee is capable of fulfilling and intends
         to fulfill the obligations of the assigning party under this
         Agreement.  Notwithstanding the above, this AGREEMENT shall inure to
         the benefit of the  party's respective successors, permitted assigns,
         or any Acquirer of the intellectual property assets related to the TSS
         SOFTWARE.

11.3.    CONFIDENTIALITY.  The relationship between the parties to this
         AGREEMENT and the specific terms and conditions of this AGREEMENT are
         considered to be proprietary business information of the parties.
         Without the prior, written approval of the other party, neither FSC or
         TSS may disclose this information or issue a public relations
         announcement concerning any relationship between the parties, and then
         only to the extent authorized in the written approval.
         Notwithstanding the above, TSS and FSC may each refer to the other in
         their marketing, promotion and sales efforts.

11.4.    TAXES.  FSC is responsible for the payment of all applicable taxes,
         assessments, fees, or duties related to the licensing, export, or
         import of the RUN TIME SOFTWARE as embodied in the FSC PRODUCTS by FSC
         with the exception of taxes based upon TSS' income.

11.5.    FORCE MAJEURE.  No delay, failure, or default in performance of any
         obligation of either party hereunder shall constitute a breach of this
         Agreement to the extent caused by Force  Majeure.  The term "Force
         Majeure" shall be defined to include fires, earthquakes, or other
         casualties or accidents, acts of God, severe weather conditions,
         strikes or labor disputes, war or


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         other violence, failures of suppliers to deliver components or
         services, or any law, order, proclamation, regulation, ordinance,
         demand, or requirement of any governmental agency.

11.6.    DISCLAIMER OF AGENCY.  Nothing in this AGREEMENT shall be construed as
         creating a partnership, joint venture, or agency relationship between
         the parties, or as authorizing either party to act as agent for the
         other.

11.7.    GOVERNING LAW.  This AGREEMENT is governed by, and construed in
         accordance with the laws of the State of California without regard to
         conflict of law principles.

11.8.    DISPUTE RESOLUTION PROCESS.  In the event of any disagreement
         regarding performance under or interpretation of this AGREEMENT and
         prior to the commencement of any formal proceedings, the parties shall
         continue performance as set forth in this AGREEMENT and shall attempt
         in good faith to reach a negotiated solution by designating
         representatives of appropriate authority to resolve the  dispute(s) in
         a timely and expeditious manner.  If the matter is not resolved within
         forty-five (45) days following a formal Notice of perceived breach of
         contract or dispute to the other party, then the parties agree to
         resolve such dispute in accordance with the terms of section 11.14.
         Nothing in this AGREE MENT shall be construed to restrain the parties
         from pursuit of equitable relief through any court of competent
         jurisdiction for any breach of Confidentiality or Confidential
         Information.

11.9.    COMPLIANCE WITH LAWS.  In the performance of this contract, the
         parties shall comply with the requirements of all applicable laws and
         regulations of any state, country, or governmental entity.  Neither
         party shall export any licensed programs without, if it is required,
         first obtaining a license or clearance from the Department of Commerce
         or other appropriate agency of the United States Government.

11.10.   ENTIRE AGREEMENT.  This AGREEMENT, including the Exhibits,
         Attachments, or mutually signed amendments shall constitute the entire
         agreement between the parties concerning the subject matter hereof,
         and will supersede all previous communications, representations,
         understandings, and agreements, either oral or written, between the
         parties.  The parties acknowledge that they have read the AGREEMENT,
         understand it, and agree to be bound by its terms and conditions,
         which have been negotiated by the parties, without respect to the
         author of any clause, section, or exhibit.  All headings in this
         AGREEMENT are included solely for convenient reference and shall not
         affect the meaning or interpretation of this AGREEMENT.

11.11.   NO WAIVER.  Neither  party's failure to exercise any of its rights
         hereunder shall constitute or be deemed a waiver or forfeiture of any
         such rights.

11.12.   SEVERABILITY.  If any provision of this AGREEMENT is held by any court
         of competent jurisdiction to be invalid or unenforceable, that
         provision will be severed from the AGREEMENT and any remaining
         provisions will continue in full force, so long as the AGREEMENT still
         expresses the intent of the parties.


11.13.   COUNTERPARTS.  This AGREEMENT may be executed in one or more
         counterparts, each of which shall be deemed an Original, and all of
         which taken together shall constitute one and the same AGREEMENT.



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11.14.   ARBITRATION.  Subject to Section 11.8, any controversy or claim
         arising out of or related to this AGREEMENT, or the breach shall be
         settled by binding arbitration.  The party first filing its demand for
         arbitration shall simultaneously specify the name, address and phone
         number of its arbitrator.  The party receiving such demand shall
         respond within five (5) days of receipt of such demand by giving the
         name, address and phone number of its arbitrator.  The parties'
         respective arbitrators need not be neutral.  A third arbitrator shall
         be selected by the parties' respective arbitrators or, if they are
         unable to do so within five (5) days of appointment, at the election
         of either party, by the American Arbitration Association under the
         Rules.  The arbitrators as so empaneled shall promptly meet and fix a
         time and place for the hearing of the dispute which time shall not be
         more than sixty (60) days after the empanelment.  The majority of the
         panel shall render a decision within ten (10) days of the completion
         of the hearing and shall promptly transmit an executed copy of the
         award to the respective parties.  The decision of the arbitrators
         shall be final and binding upon the parties and enforceable in any
         court of competent  jurisdiction.  The parties agree that this section
         11.14 does not apply to breaches of confidentiality or proprietary
         rights provisions and that either party may petition a court of law
         for injunctive relief and such other rights and remedies as it may
         have at law or equity against such breaches.  The parties further
         agree that the  arbitrator(s) shall have no authority or jurisdiction
         to determine disputes involving any limitation of liability or to
         modify such limitations in any manner.  Arbitration shall take place
         in either San Francisco, California, or Minneapolis, Minnesota, or, if
         the parties cannot agree, in Chicago, Illinois.

11.15.   ATTACHMENTS.  Any attachments or Exhibits to this AGREEMENT shall be
         initialed and dated by both parties to the AGREEMENT.  All amendments
         must be signed and dated by authorized representatives of each party.
         Any Exhibits are hereby incorporated by reference into this AGREEMENT.

         EXHIBIT A:  LICENSED SOFTWARE PROGRAMS
         EXHIBIT B:  AUTHORIZED DEVELOPERS
         EXHIBIT C:  LICENSE FEE SCHEDULE

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives.

AGREED:

FOURTH SHIFT CORPORATION               TEKNEKRON SOFTWARE SYSTEMS, INC.


Signed: /s/ JH Caldwell                Signed: /s/ David W. Rice
       -----------------------------          -------------------------------
Print Name:  JH Caldwell               Print Name:  David W. Rice
           -------------------------              ---------------------------
Title: President                       Title: Exec. Vice President/CFO
      ------------------------------         --------------------------------


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