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                                                                 Exhibit 10.2

                     APPLICATION SERVICE PROVIDER AGREEMENT

This Agreement made as of this 18th day of May, 2000, by and between Corel
Corporation ("COREL") having its principal place of business at 1600 Carling
Avenue, Ottawa, Ontario, K1Z 8R7 (Tel: 613-728-8200 Fax: 613-728-9790) and C Me
Run Corp. ("ASP"), having its principal place of business at One Cabot Road,
Hudson, MA 01749 (Tel: 978-567-6800, Fax: 978-567-5948).

BACKGROUND:

1.    COREL desires to secure distribution of certain of its software; and

2.    ASP desires to obtain certain rights to allow its customers to access
      software from COREL.

NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein the parties agree as follows:

1.    INTERPRETATION

1.01  Definitions. As used herein:

      (i)   "Agreement" means this agreement and any schedules attached hereto.

      (ii)  "ASP Program" means the process by which Customer accesses the ASP
            System to obtain use of the Software provided that such Customer has
            entered into a services agreement with ASP and remains in good
            standing under such agreement.

      (iii) "ASP Software Package" means the software package offered by ASP to
            Customers which permits use of the Software on the ASP System.

      (iv)  "ASP System" means the enabling technology on ASP's local area
            network based server located at One Cabot Road, Hudson, MA 01749 and
            any other location within the Territory and used by ASP to permit
            Customers who have acquired a ASP Software Package through the ASP
            Program to access and use the Software via public or private access
            network or communication mediums.

      (v)   "COREL Marks" means the trade names and trade-marks related to the
            Software.

      (vi)  "Customer" means individuals or entities who are customers in good
            standing with ASP and who purchase an ASP Software Package through
            the ASP Program from ASP or Reseller.

      (vii) "End User License Agreement" means COREL's end user license as
            modified by COREL from time to time.

     (viii) "Pilot Period" means a sixty (60) day period commencing on the date
            that ASP permits a Reseller to be a software access provider.

      (ix)  "Reseller" means any electronic reseller authorized by ASP to
            distribute the Software to Customer.

      (x)   "Services" means those services as described in Schedule "C" hereto.

      (xi)  "Software" means the object code version in any form or format of
            any of the COREL software products listed in Schedule "B".

      (xii) "Software Prices" means the amount payable by ASP pursuant to
            Section 7 of this Agreement and according to the pricing schedule
            set out in Schedule "B".

     (xiii) "Territory" means worldwide subject to Section 5.04.

      (xiv) "User Profile" means a single registered Customer with access to the
            ASP System.

1.02  Schedules. The following Schedules are appended to and form part of this
      Agreement:

            Schedule "A"          -   Guidelines for Using Corel Trade-Marks and
                                      Guidelines for using Corel Logos
            Schedule "B"          -   Software and Software Prices
            Schedule "C"          -   Reports and Services
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2.    LICENSE

2.01  License and Appointment. Subject to the terms and conditions hereof, COREL
      hereby grants ASP and ASP accepts from COREL:

      2.01.1  Software Access. a non-exclusive right to be a software access
              provider and to allow Customers to use the Software only as a part
              of the ASP Software Package and only through the ASP System to
              Customers participating under the ASP Program within the
              Territory; and

      2.01.2  Sublicense. a non-exclusive right to sublicense to Reseller the
              right to be a software access provider and to allow Customers to
              use the Software only as a part of the ASP Software Package and
              only through the ASP System and only to Customers participating
              under the ASP Program within the Territory.

      ASP agrees not to distribute the Software other than in computer readable
      form as part of an ASP Software Package under the ASP Program within the
      Territory.

2.02  Intellectual Property. ASP acknowledges that COREL is the owner of all
      intellectual property, including, without limitation, patents and
      copyright, relating to the Software and the COREL Marks. ASP shall have no
      rights in respect of such intellectual property, patents or copyright
      other than to act as a software access provider to deliver the Software
      subject to the End User License Agreements.

2.03  Master. To enable ASP to exercise those rights granted under Section 2.01,
      COREL shall deliver to ASP a master copy of the Software and any updates
      and upgrades if available, in accordance with the estimated availability
      as determined by COREL, in COREL's sole discretion, for the Software as
      set out in Schedule "B".

2.04  Reseller Agreement. ASP shall ensure that each Reseller is subject to a
      binding written agreement with ASP that includes provisions consistent
      with the material substance of Sections 2.02, 3, 4, 5.02, 5.04, 8, 9, 10
      and 11 and such agreements must be materially no less protective of
      COREL's rights in the Software than are the terms and conditions of this
      Agreement.

3.    TRADE-MARKS

3.01  COREL Marks. During the term of this Agreement, COREL hereby grants ASP a
      license to display the COREL Marks solely in the form provided by COREL
      and only in conjunction with the ASP Program.

3.02  Non-alteration. ASP agrees not to alter the COREL Marks, copyright notices
      or designs of any Software. ASP acknowledges and agrees that COREL retains
      all of its right, title and interest in the COREL Marks, and all use of
      the COREL Marks by ASP shall enure to the benefit of COREL.

3.03  Mark Policies and Standards. ASP shall display the COREL Marks in
      accordance with COREL's Guidelines for Using COREL Trademarks and
      Guidelines for Using COREL Logos as set forth in Schedule "A" or as
      otherwise in effect from time to time. COREL retains the right to specify
      and approve the quality and standards of all materials on which the COREL
      Marks are displayed and to inspect samples of such materials from time to
      time. Failure of ASP to adhere to such standards of quality shall be
      grounds for COREL to terminate ASP's rights to use such COREL Marks and to
      terminate this Agreement. In order to enable COREL to protect its rights
      in the COREL Marks, ASP will advise COREL of every country in which it
      markets or distributes the Software or uses the COREL Marks.
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3.04  Validity and Enforceability of Marks. ASP shall not at any time during or
      after the term of this Agreement assert any claim or interest in or to
      anything which may adversely affect the validity or enforceability of any
      of the COREL Marks. ASP shall not register, seek to register, or cause to
      be registered any of COREL's trademarks, logos, copyrights, including the
      COREL Marks without COREL'S prior written consent. ASP shall not adopt or
      use such trade-marks, trade names, logos or insignia or any confusingly
      similar work or symbol, as part of the ASP Program and/or the ASP System
      company or partnership name.

3.05  Infringement and Further Assurances. ASP agrees to report all infringement
      or improper or unauthorized use of COREL's trade-marks, trade names,
      logos or insignia, including the COREL Marks which come to the attention
      of ASP. ASP further agrees to execute all documents and further assurances
      required by COREL to register or protect COREL'S rights.

4.    TERM OF AGREEMENT

4.01  Effective Date. This Agreement shall be effective as of the date first
      written above.

4.02  Initial Term. The initial term of this Agreement shall commence upon the
      date first written above and shall continue for a period of twelve (12)
      months from such date, subject to Section 13.

4.03  Renewal. Subject to Section 13, this Agreement shall be renewed for
      subsequent periods of twelve (12) months at the end of the prior twelve
      (12) month term unless either party notifies the other thirty (30) days
      prior to the expiry of the term that it does not wish to renew the
      Agreement for a further twelve (12) month term.

5.    RESPONSIBILITIES OF ASP

5.01  ASP System and Customer Support. ASP represents and warrants to COREL that
      ASP has and will maintain a secure and fully functional ASP System which
      shall only permit Customers to connect to the ASP System and which shall
      not permit Customers to save the Software, Software files or programs
      ("Software Files") on Customer's hard disk or any other tangible media.
      However, Customer shall have the ability to store and print the data
      created using the Software Files onto Customer's hard disk or any other
      tangible media. ASP shall provide all support for Customers utilizing the
      ASP System to access ASP Software Packages. ASP shall indemnify COREL from
      all losses or damages suffered by COREL as a result of any intentional or
      negligent failure of ASP and/or the ASP System to restrict the saving or
      printing of Software or Software Files.

5.02  Restrictions. ASP shall distribute the Software only in the form provided
      by COREL as part of an ASP Software Package and shall not alter the
      Software or End User License Agreement or any part thereof. COREL retains
      the right to specify and approve the quality and standards of the Software
      and to inspect samples of such Software from time to time. ASP shall not
      rent the Software or ASP Software Packages or knowingly distribute or
      resell to anyone who infringes COREL's rights. ASP shall immediately
      discontinue all access to ASP System and electronic access to Software or
      ASP Software Packages by Customers who infringe COREL's rights. In the
      event ASP becomes aware of, or receives notice from COREL, that Resellers
      have infringed COREL's rights, ASP shall immediately discontinue all
      distribution of Software to said Reseller. ASP shall impose this same
      restriction on all Resellers who distribute the Software.

5.03  Acceptance of EULA. ASP shall ensure that, prior to access to or use of
      the Software by Customer, the applicable End User License Agreement
      ("EULA") forms part of the services agreement between ASP and Customer and
      that by executing the services agreement Customer agrees to be bound by
      and to comply with the terms and conditions of the EULA. In the event
      Customer rejects the EULA, Customer shall not be permitted to access or
      use the Software.
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5.04  Compliance with Laws. ASP shall comply with all laws, rules, regulations
      and industry standards existing with respect to the Software and the
      performance by the ASP of its obligations hereunder existing in the
      jurisdictions where the ASP carries on activities under this Agreement and
      where the Software is accessed by Customers from time to time. ASP shall
      not export the Software unless such export complies with any applicable
      export laws and regulations as they apply to the Software. In particular,
      ASP shall not export or re-export the Software, either directly or
      indirectly, to countries to which the United States has prohibited export,
      including, but not limited to, Cuba, Iran, Iraq, Libya, North Korea,
      Serbia, Syria, Sudan and Taliban-controlled areas of Afghanistan. COREL
      reserves the right to withhold its consent to the distribution of the
      Software to any country if the laws of the target country do not
      adequately protect the intellectual property rights of COREL in the
      Software.

5.05  Press Releases. ASP agrees that all information released to the media or
      the general public regarding this Agreement or the relationship between
      the parties including, but not limited to press releases, shall require
      prior written approval of COREL. Within a reasonable period of time
      following execution of this Agreement, the parties agree to jointly issue
      a press release announcing the relationship between the parties.

5.06  Reports and Services. ASP shall provide COREL with reports and Services as
      further described in Schedule "C" hereto.

5.07  Audits. ASP agrees to maintain complete and accurate records relating to
      its promotion, marketing, use and distribution of the Software. COREL
      shall have the right no more often than once each twelve (12) month period
      to appoint an independent third party to examine ASP's books and records
      in order to verify ASP's compliance with the terms of this Agreement. Any
      such audit shall be at the expense of COREL unless the audit reveals an
      underpayment by ASP of greater than five percent (5%) in which case the
      audit shall be at the expense of ASP.

5.08  Service Packs. ASP agrees to install up to a maximum of three (3) service
      packs for the Software provided to ASP by COREL in each calendar quarter.

6.    RESPONSIBILITIES OF COREL

6.01  Software Support. Customers shall be entitled only to COREL's electronic
      support for the Software in accordance with COREL's standard policies and
      procedures as they may be in effect from time to time. Such Customer
      Software support shall in no way apply to Customers access to or use of
      the ASP Software Package, the ASP Program or ASP System.

7.    PAYMENTS

7.01  Amounts Payable. ASP shall pay COREL the amount or amounts described in
      Schedule "B" in accordance with the terms and conditions of Schedule "B"
      within thirty (30) days of the end of each month.

7.02  Notice of Changes. COREL shall be entitled to discontinue any Software at
      any time upon thirty (30) days prior written notice to ASP. In such cases,
      COREL shall provide ASP with the revised Schedule "B". In the event COREL
      discontinues any Software, ASP shall immediately remove all discontinued
      Software from the ASP System and ASP Program and erase or destroy any
      Software contained on ASP computers and/or computer diskettes in its
      possession or under its control.

7.03  Taxes. ASP shall pay, in addition to all amounts specified in this
      Agreement, all duties and foreign, federal, state, provincial, county or
      local income taxes, value added taxes, use, personal, property, sales
      taxes and other taxes whatsoever, or amounts in lieu thereof, and interest
      thereon, paid or payable or collectible by COREL
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      (exclusive of taxes based on COREL's net income) and levied or based on
      amounts chargeable to or payable by ASP pursuant to this Agreement. In the
      event any payments required to be made by ASP under this Agreement are
      subject to applicable withholding tax that ASP is required to deduct from
      such payments, ASP shall promptly deliver to COREL receipts issued by
      appropriate government authorities for all such taxes withheld or paid by
      ASP and ASP shall fully and promptly cooperate with COREL to provide such
      information and records as COREL may require in connection with any
      application by COREL to obtain available tax credits.

7.04  Late Payment. If ASP is in arrears under this Agreement, COREL will give
      written notice to ASP that ASP is responsible for payment of all
      outstanding amounts and finance charges. If the outstanding amounts are
      not paid within ten (10) days of such notice, COREL has the right to
      terminate this Agreement. Late payments will be assessed a 1% finance
      charge per month (12% per annum) or the highest finance charge permitted
      by applicable law, whichever is less. All such finance charges shall
      automatically begin to accrue on overdue amounts starting on the
      thirty-first (31st) day after payment of such amounts was due. ASP shall
      pay all costs including reasonable attorney's fees, incurred by COREL in
      collecting overdue amounts.

7.05  US Currency. All payments to COREL pursuant to this Agreement shall be
      made in the lawful currency of the United States of America and all
      amounts referred to in this Agreement are in the lawful currency of the
      United States of America.

8.    CONFIDENTIALITY

8.01  Confidentiality. Each of the parties hereto agrees to keep confidential
      any and all information with respect to the other party which it has
      received or may in the future receive in connection with this Agreement
      which is not otherwise available to the general public without
      restriction. Notwithstanding the foregoing, each of the parties shall be
      entitled to disclose such information (i) to its agents, employees or
      representatives who have a need to know such information for the purpose
      of performance under this Agreement and exercising the rights granted
      under this Agreement, or (ii) to the extent required by applicable law, or
      (iii) during the course of or in connection with any litigation,
      arbitration or other proceeding based upon or in connection with the
      subject matter of this Agreement provided that ASP shall give COREL
      reasonable notice prior to such disclosure and shall comply with any
      applicable protective order or equivalent. ASP shall not disassemble,
      decompile, reverse engineer or attempt to disassemble, decompile, reverse
      engineer the Software, except to the extent this restriction is not
      permitted by applicable law. Confidential Information shall not include
      that information defined as Confidential Information which the receiving
      party can conclusively establish (i) was in the possession of the
      receiving party at the time of disclosure; (ii) prior to or after the time
      of disclosure became part of the public domain without the act or omission
      of the party to whom it was disclosed; (iii) was disclosed to the
      receiving party by a third party under no legal obligation to maintain the
      confidentiality of such information; (iv) was independently developed by
      the receiving party.

9.    WARRANTIES AND OTHER REPRESENTATIONS

9.01  Warranty. The storage medium for the gold master for the Software is
      warranted against defects in workmanship and materials for a period of
      ninety (90) days from the date it is delivered to ASP. In the event that
      the storage medium for the gold master for the Software is defective COREL
      will replace it free of charge with another copy of the gold master for
      the Software. Replacement of the storage medium for the gold master for
      the Software shall be COREL'S sole obligation and ASP'S sole remedy for a
      breach of the warranty in this section.
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9.02  Limitation. OTHER THAN AS PROVIDED IN SECTION 9.01, THE SOFTWARE, AND
      STORAGE MEDIA ARE PROVIDED AND LICENSED BY COREL ON AN "AS IS" BASIS AND
      THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR
      IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF
      DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT
      OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY COREL. COREL
      DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY,
      SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
      INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE
      SOFTWARE, OR STORAGE MEDIA, WHICH IS NOT CONTAINED IN THIS AGREEMENT,
      SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY COREL.

9.03  No Variation. NO AGREEMENTS VARYING OR EXTENDING THE TERMS OF SECTION 9.01
      OR 9.02 WILL BE BINDING ON COREL UNLESS IN WRITING AND SIGNED BY AN
      AUTHORIZED SIGNING OFFICER OF COREL.

9.04  ASP not to Bind. ASP will give and make no warranties or representations
      on behalf of COREL as to quality, merchantable quality, satisfactory
      quality, merchantability, fitness for a particular use or purpose or any
      other features of the Software; and ASP shall not incur any liabilities,
      obligations or commitments on behalf of COREL, including, without
      limitation, a variation of the End User License Agreement.

10.   INFRINGEMENT

10.01 Defense and Settlement. If notified promptly in writing of any action (and
      all prior related claims) brought against ASP alleging that ASP'S right to
      allow its Customers to access and use the Software under this Agreement
      infringes any copyright, COREL will defend that action at its expense and
      will pay the costs and damages finally awarded against ASP, if any, in the
      action, provided: that ASP provides COREL with prompt written notice of
      such claim(s); that COREL shall have sole control of the defense of any
      such action and all negotiations for its settlement or compromise; that
      ASP, and where applicable, those for whom ASP is in law responsible,
      cooperate fully with COREL in its defense of the action; and that COREL
      shall have no liability if (a) the action results from (i) the use of the
      Software for purposes or in an environment for which it was not designed;
      (ii) modification of the Software by anyone other than COREL; (iii)
      distribution of any Software or display or use of any COREL Mark after
      COREL's notice to ASP that it should cease distribution or use of such
      Software and/or COREL Mark due to a possible infringement; or (b) ASP is
      otherwise in material breach of the terms and conditions of this
      Agreement.

10.02 Options Where Claim. If a final injunction is obtained in such action
      against ASP's distribution of the Software or if in COREL's opinion the
      Software is likely to become the subject of a claim of infringement, COREL
      may at its sole option and expense either procure for ASP the right to
      distribute the Software or replace or modify the Software so that it
      becomes non-infringing or terminate this Agreement in accordance with
      Section 13.01.6.

10.03 Entire Liability. The foregoing states the entire liability of COREL and
      exclusive remedy of ASP with respect to any intellectual or industrial
      property infringement.

11.   LIMITATION OF LIABILITY

11.01 Limitation. IN NO EVENT WILL COREL BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
      SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM
      LOSS
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      OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR STORAGE MEDIA,
      OTHER COREL PROVIDED MATERIAL OR THE PERFORMANCE OF COREL WHETHER SUCH
      ACTION IS BASED IN CONTRACT OR IN TORT INCLUDING BUT NOT LIMITED TO
      NEGLIGENCE AND WHETHER OR NOT COREL HAS BEEN ADVISED OF THE POSSIBILITY OF
      SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

11.02 Aggregate Liability. Other than as provided in Section 10, COREL'S
      aggregate liability to ASP whether for negligence, breach of contract,
      misrepresentation or otherwise shall, in respect of a single occurrence or
      a series of occurrences, in no circumstances exceed the Software Prices
      paid by ASP to COREL over the twelve (12) month period immediately
      preceding the claim by ASP.

12.   ASP INDEMNIFICATION

12.01 Indemnification. Except as set forth in Section 10, ASP agrees to
      indemnify and save COREL harmless from and against any and all claims,
      demands, costs and liabilities (including all reasonable legal and
      attorney fees and expenses) of any kind whatsoever, arising directly or
      indirectly out of claims by ASP's Customers or any third party relating
      to: (i) ASP's performance or non-performance of its obligation under this
      Agreement; (ii) Customers use of the Software and/or the maintenance,
      performance, non-performance or functionality of the ASP's System; or
      (iii) breach of Section 5.01 warranties.

13.   TERMINATION

13.01 Termination. This Agreement will terminate in the event of any of the
      following:

      13.01.1 immediately in the event of termination of the ASP Program;

      13.01.2 written notice of termination from COREL, effective immediately,
              under Section 7.04;

      13.01.3 on the thirtieth (30th) day after one party gives the other
              written notice of breach by the other of any material term or
              condition of this Agreement unless the breach is cured before that
              day;

      13.01.4 written notice of termination by one party, effective immediately,
              after a receiver has been appointed in respect of the whole or a
              substantial part of the other's assets or a petition in bankruptcy
              or for liquidation is filed by or against that other, or if the
              other has been dissolved or liquidated or is insolvent;

      13.01.5 written notice of termination, effective immediately, by the
              non-defaulting party; if ASP or COREL has breached its obligations
              under Section 8; or

      13.01.6 upon the expiry of thirty (30) days following receipt by either
              party of written notice from the other party terminating this
              Agreement for convenience.

13.02 No Compensation. The parties acknowledge and agree that they have no
      expectation that their business relationship with the other will continue
      for any minimum period of years or that neither party shall obtain any
      anticipated amount of profits by virtue of this Agreement. However, ASP
      acknowledges and agrees that this Section 13.02 shall not apply to amounts
      owed or owing by ASP to COREL pursuant to this Agreement. The parties
      agree that the termination provisions herein, in terms of both notice and
      default events are reasonable and agree not to contest same by way of
      wrongful termination proceedings or otherwise. COREL shall not be
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      liable, by reason of any termination of this Agreement, for compensation,
      reimbursement or damages on account of the loss of prospective profits on
      anticipated orders or on account of expenditures, investments, leases or
      commitments whatsoever in connection with the business or goodwill of ASP.

14.   EFFECT OF TERMINATION

14.01 ASP. In the event of termination ASP shall:

      14.01.1 perform with respect to COREL all payment and other obligations of
              ASP arising under this Agreement within thirty (30) days of
              termination;

      14.01.2 immediately cease to use the COREL Marks in any manner whatsoever
              and immediately cease to act as a Software access provider and to
              represent itself as such; and

      14.01.3 immediately remove all Software provided pursuant to this
              Agreement from ASP System and ASP's server and erase or destroy
              any such Software contained on ASP computers and/or computer
              diskettes in possession or under its control.

14.02 Survival. Sections 2.02, 3.02, 3.04, 5.07, 7, 8, 9, 10, 11, 12, 13.02, 14
      and 15 shall survive the termination of this Agreement.

14.03 No Prejudice. Except as provided in Section 13.02, termination hereunder
      shall be without prejudice to any other right or remedy to which either
      party may be entitled hereunder in law.

14.04 Destroy or Deliver Up. At termination, COREL shall have the option to
      require ASP to destroy and certify that it has destroyed or to deliver to
      COREL any property of COREL, including the gold masters for the Software,
      then in its possession or under its control.

15.   MISCELLANEOUS

15.01 Entire Agreement. This Agreement constitutes the entire agreement between
      the parties concerning the subject matter hereof and supersedes all prior
      statements, representations, discussions, negotiations and agreements,
      both oral and written, including all pre-printed terms and conditions
      appearing on ASP's order forms, COREL's acknowledgment of order forms and
      COREL's invoice forms.

15.02 Amendment or Waiver. COREL expressly reserves the right to modify
      Schedules "A" and "B" from time to time upon notice to ASP. Except as
      specifically provided for herein, all other modifications and/or
      amendments require a mutual written agreement signed by authorized signing
      officers of both parties. No order, invoice or similar document will
      affect this Agreement even if accepted by the receiving party.

15.03 Illegal or Unenforceable Provisions. If any one or more of the provisions
      of this Agreement shall be found to be illegal or unenforceable, this
      Agreement shall nevertheless remain in full force and effect, and such
      term or provision shall be deemed severed.

15.04 Independent Contractors. The parties to this Agreement are independent
      contractors. No relationship of principal to agent, master to servant,
      employer to employee or franchisor to franchisee is established between
      the parties. Neither party has the authority to bind the other or incur
      any obligation on its behalf.
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15.05 Force Majeure. Unless continuing for a period of ninety (90) consecutive
      days, or unless involving the payment of amounts due under this Agreement,
      no default, delay or failure to perform on the part of either party shall
      be considered a breach of the Agreement if such default, delay or failure
      to perform is shown to be due entirely to an event of force majeure, or to
      causes beyond the reasonable control of the defaulting party including
      without limitation, strikes, riots, civil disturbances, actions or
      inactions concerning governmental authorities, epidemics, war, embargoes,
      severe weather, fire, earthquakes, acts of God or the public enemy or
      default of a common carrier, always provided that the party so relieved of
      its obligations shall take reasonable steps to prevent, correct or amend
      such act or event which renders such obligations impossible.

15.06 No Waiver. Neither of the party's rights to enforce provisions of this
      Agreement shall be affected by any prior course of dealing, waiver, delay,
      omission or forbearance.

15.07 Assignment. This Agreement and the rights granted hereunder shall not be
      assigned, encumbered by security interest or otherwise transferred by ASP
      without the prior written consent of COREL which consent shall not be
      unreasonably withheld. An amalgamation or merger of ASP or COREL with any
      person who is not a party to this Agreement shall be deemed to result in
      an assignment of this Agreement. COREL may assign this Agreement at any
      time upon notice to this effect to ASP.

15.08 Enurement. This Agreement shall enure to the benefit of and be binding
      upon the parties and their respective successors and permitted assigns.

15.09 Notices. Any notice or other communication to the parties shall be sent to
      the addresses set out above, or such other places as they may from time to
      time specify by notice in writing to the other party. Notices to COREL
      shall be sent to the attention of the legal department. Any such notice or
      other communication shall be in writing, and, unless delivered to a
      responsible officer of the addressee, shall be given by registered mail,
      facsimile or telex and shall be deemed to have been given when such notice
      should have reached the addressee in the ordinary course, provided there
      is no strike by postal employees in effect or other circumstances delaying
      mail delivery, in which case notice shall be delivered or given by
      facsimile or telex.

15.10 Further Assurances. The parties agree to do all such things and to execute
      such further documents as may reasonably be required to give full effect
      to this Agreement.

15.11 Time. Time shall be of the essence.

15.12 Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the Province of Ontario, Canada, excluding
      that body of law applicable to choice of law and excluding the United
      Nations Convention on Contracts for the International Sale of Goods and
      any legislation implementing such Convention, if otherwise applicable. ASP
      hereby consents and attorns to the jurisdiction of the courts of such
      province. If either party employs attorneys to enforce any rights arising
      out of or relating to this Agreement, the prevailing party shall be
      entitled to recover reasonable attorney's fees. Each party waives any
      right, and agrees not to apply to have any disputes under this Agreement
      tried or otherwise determined by a jury, except where required by law.

15.13 Non-Conflict. No director or officer of Corel Corporation (and/or its
      subsidiaries and affiliates) shall be admitted to any share or part of
      this Agreement or to any benefit arising therefrom.

15.14 Language. The original of this Agreement has been written in English and
      ASP waives any right it may have under the laws of ASP'S Territory to have
      this Agreement written in any other language. ASP represents that it has
      the ability to read and write in English and has read and understands this
      Agreement. If this Agreement
<PAGE>
                                       10


      is translated into a language other than English, the English version and
      interpretation shall govern and prevail. All communications between the
      parties hereunder shall be in English.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

                                      C Me Run Corp.


                                      PER: /s/ Warren Talbot
                                           -----------------------------------
                                           Name:  Warren Talbot
                                           Title: VP Business Development


                                      Corel Corporation


                                      PER: /s/ [Illegible]
                                           -----------------------------------
                                           Name:
                                           Title:


                                           /s/ [Illegible initials]
<PAGE>
                                       11


                                  SCHEDULE "A"

   GUIDELINES FOR USING COREL TRADE-MARKS AND GUIDELINES FOR USING COREL LOGOS

Corel permits you to use its logos and trademarks in both plain word and
stylized form (the "Marks") for the purpose of promoting and advertising Corel
products or services, provided you comply with the following guidelines:

      o     The Marks may only be used in relation to Corel products or
            services. This means that you may not display the Marks on any
            non-Corel product or service including any associated packaging,
            documentation, advertising or other materials in a manner that
            suggests that such product or service is a Corel product or service,
            that Corel or any of the Marks are associated with such product or
            service or that Corel is affiliated with, endorses or sponsors you
            or any of such products or services. Use of Corel partner program
            logos and trademarks, such as the Corel Solutions Partner and Corel
            Training Partner logos, are subject to the terms and conditions of
            the respective partner program and no permission to use such logos
            is granted herein. Please contact a Corel representative or visit
            corel.com for further details.

      o     Corel will provide you with the artwork for the Marks. This artwork
            may not be altered in any way.

      o     When displayed, the Marks must be substantially less prominent than
            your trademark, trade name, logo or product name. The Marks may not
            be used as, or as part of, a company name.

      o     When displayed, the Marks must stand alone. A minimum amount of
            empty space must be left between the Marks and any other object such
            as type, photography, borders, edges, etc. The required border of
            empty space around the Marks must be 1/2x wide where x is the height
            of the Mark.

      o     You may not combine the Marks with any other feature including, but
            not limited to, other logos, words, graphics, photos, slogans,
            numbers, design features, or symbols. Further, you may not display
            your own logos or marks or other text or graphics in the same or
            similar get-up, graphics, look, or trade-dress as the Marks.

      o     The Marks must not be used in a manner that, in Corel's judgment,
            may diminish or otherwise damage Corel's goodwill in the Marks,
            including but not limited to uses which could be deemed to be
            obscene, pornographic, or otherwise in poor taste or unlawful, or
            which purpose or objective is to encourage unlawful activities.

      o     You must place an asterisk (*) or similar notation mark beside the
            first use of a Mark and include the following attribution statement
            on the materials in which the Marks are featured.

            "* Trademark(s) of Corel Corporation or Corel Corporation Limited"
<PAGE>
                                       12

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                     SCHEDULE "B"
            SOFTWARE AND SOFTWARE PRICES
                                                                   =================================================================
                                                                        Daily Rate            Monthly Rate         Annual Rate
====================================================================================================================================
                                                   ASP               For User Profile       For User Profile      For User Profile
             Software                           Part Number        Software Price ($US)   Software Price ($US)  Software Price ($US)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                             <C>                    <C>                  <C>
Corel Business Applications
====================================================================================================================================
Corel(R) WordPerfect(R) Office 2000             ASPWPO2K                        $3.50                   $8.50               $102.00
====================================================================================================================================
Corel(R) Print Office 2000(TM)                  ASPPO2K                         $1.85                   $5.10                $61.20
====================================================================================================================================

====================================================================================================================================
Corel Graphics Applications
====================================================================================================================================
CorelDRAW(TM) 9                                 ASPDRAW9O                       $3.75                  $10.25               $123.00
====================================================================================================================================
CorelDRAW(TM) 9 Office Edition                  ASPDRAW90OE                     $3.50                   $8.50               $102.00
====================================================================================================================================
Corel(R) Custom Photo                           ASPCP1O                         $1.15                   $3.40                $40.80
====================================================================================================================================
Corel(R) Print House(TM) Magic 4 Classic        ASPPH4O                         $1.15                   $3.40                $40.80
====================================================================================================================================
Corel(R) 110,000 On-line Content                ASPOC110                          N/A                   $2.00                $24.00
====================================================================================================================================

====================================================================================================================================
Corel Bundled Applications
====================================================================================================================================
Basic Package*
====================================================================================================================================
Corel(R) Custom Photo                           ASPCP10BP                         N/A                   $2.55                $30.60
====================================================================================================================================
Corel(R) Print House(TM) Magic 4 Classic        ASPPH40BP                         N/A                   $2.55                $30.60
====================================================================================================================================
Corel(R) 110.000 On-line Content                ASPOC110BP                        N/A                   $0.90                $10.80
====================================================================================================================================
Total Package                                                                                           $6.00                $72.00
====================================================================================================================================

====================================================================================================================================
Enhanced Package*
====================================================================================================================================
Corel(R) WordPerfect(R) Office 2000             ASPWPO2KEP                        N/A                   $7.65                $91.80
====================================================================================================================================
Corel(R) Print Office 2000(TM)                  ASPPO2KEP                         N/A                   $2.55                $30.60
====================================================================================================================================
Total Package                                                                                          $10.20               $122.40
====================================================================================================================================

====================================================================================================================================
Premium Package*
====================================================================================================================================
Corel WordPerfect(R) Office 2000                ASPWPO2KPP                        N/A                   $7.65                $91.80
====================================================================================================================================
CorelDRAW(TM) 9                                 ASPDRAW9OPP                       N/A                   $8.50               $102.00
====================================================================================================================================
Total Package                                                                                          $16.15               $193.80
====================================================================================================================================
</TABLE>

*PLEASE NOTE: Each Bundled Package must be sold as a complete offering.

N/A: Not Available                 Pricing In $U.S. Dollars

COREL agrees that for the Pilot Period, ASP shall not he required to pay any
Software Prices to COREL.
--------------------------------------------------------------------------------
<PAGE>
                                       13


                                  SCHEDULE "C"

                              REPORTS AND SERVICES

A.   ASP REPORTS:

ASP shall provide to COREL within thirty (30) days of the end of each month,
monthly sales data and Customer information reports which shall be submitted to
COREL in electronic formant as provided by COREL from time to time and shall
contain all of the following information or other information as is reasonably
requested by COREL from time to time. COREL shall be entitled to change to
format of reporting upon thirty (30) days prior notice. All reports shall be
submitted to POS@corel.com in two (2) electronic files; File 1 - POS Sales Data
and File 2 - Customer Information.

File 1- POS Sales Data

1.    ASP_NAME      ASP Name - Fill in your company name
2.    DATE          If your system is capable of reporting transaction data on a
                    daily basis, report dates of transactions in "International
                    Date Format". If you are only able to provide monthly
                    summarized data, use the first day of the month as the date.
                    COREL uses calendar months for reporting dates. Identify
                    exceptions such as the usage of fiscal months to COREL.
3.    VENDOR_SKU    means COREL's ASP part numbers as they appear on COREL price
                    lists.
                    COREL's ASP part numbers must be used. Capital/block letters
                    must also be used.
4.    SUB_TYPE      means the subscription type chosen by Customer (daily,
                    monthly or annual).
5.    SOFTWARE      means the name of the Software. (Recommended).
6.    UNI_SOLD      means the number of units sold to Resellers and Customer.
7.    UNI_COST      means COREL's selling price, or your buying price in U.S.
                    Dollars. COREL will only accept unit prices reported in U.S.
                    Dollars.
8.    RESELL_ID     means your internal customer ID for your Resellers (required
                    where available)
9.    RESELL_NAME   means the Reseller name - who you sold the Software to.

File 2 - Customer Information

1.    NAME          means the Customer name.
2.    ADDRESS       means the Customer address..
3.    CITY          means the Customer city.
4.    PROV./STATE   means the Customer province or state.
5.    PHONE         means the Customer phone number.
6.    EMAIL         means the Customer email.

All sales transactions must be included. Any unreportable transactions must be
identified to your designated Corel representative.
To ensure proper processing of any rebates, orders, and inventory information,
the usage of Corel part numbers is mandatory.
Naming conventions are to be applied to your files. Examples are shown below:

          POS Sales Data -     year/month/Sales.
                               97_12_Sales. Or
                               9712S. (If not using Windows 95)
<PAGE>
                                       14


B.    SERVICES

      Security Requirements

      Upon transfer of the Software by COREL to ASP, ASP shall be responsible
      for the security of the Software while it is stored with ASP and during
      electronic access by Customers. ASP shall use cryptographic methods to
      authenticate the Software and ensure integrity and confidentiality of the
      Software during any transmission. The ASP System shall contain the
      following security controls:

      1)    Physical security controls which isolate the ASP System from
            physical access by anyone not directly authorised to manage the ASP
            System;

      2)    Logical access controls that enforce positive control over access to
            the Software, the applications, and operating systems functions that
            interact with the Software;

      3)    Code integrity controls that verify the integrity of the Software
            immediately prior to any electronic access of the Software;

      4)    Connectivity controls that ensure that all network connections to
            the ASP System are under the positive control of those personnel
            with direct responsibility for the security of the Software;

      5)    All security controls over Software generate effective audit trails
            that are secure from modification; and

      6)    All cryptographic keys that support security functionally for
            Software are stored and used operationally completely within secure
            dedicated software.

      Miscellaneous

      1)    ASP shall not present, nor authorize others to present, non-COREL
            Software as COREL Software.

      2)    ASP shall always provide the most current Software version as
            provided by COREL, unless otherwise requested by COREL.
<PAGE>

Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
Canada K1Z 8R7                       [LOGO] COREL FAX

--------------------------------------------------------------------------------
The information contained in this facsimile message is privileged and
confidential information intended only for the use of the individual or entity
named below or their designee. If the reader of this message is not the intended
recipient, you are hereby notified that any use, dissemination, distribution or
copy of this facsimile is strictly prohibited. If you have received this
facsimile in error, please immediately notify the sender by telephone and return
the original message by mail to Corel Corporation, 1600 Carling Avenue, Ottawa,
Ontario, Canada, K1Z 8R7.

                               Date: July 31, 2000

To:      Warren Talbot                            From:      Lino Catana

Phone:   978.567.6804                             Phone:     613.728.0826 x1248

Fax:     978.567.5048                             Fax:       613.781.1057

Re:      ASP Contract                             CC:

Number of pages including cover sheet: 2

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

Comments:

Following is a copy of the signed agreement between Corel Corporation and C Me
Run Corp. Once we get the originals back from my finance team, I will send an
original copy to you. Please let me know if you need any further information.

Regards,


Lino Catana
Manager, e-Business Programs
Corel Corporation
613-728-0826 ext. 1248
linoc@corel.com
<PAGE>
                                       10


      is translated into a language other than English, the English version and
      interpretation shall govern and prevail. All communications between the
      parties hereunder shall be in English.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

                                    C Me Run Corp.


                                    PER: /s/ Warren Talbot
                                         ---------------------------------------
                                         Name:  Warren Talbot
                                         Title: VP of Business Development


                                    Corel Corporation


                                    PER: /s/ John Blaine
                                         ---------------------------------------
                                         Name: John Blaine
                                         Title: Executive Vice President Finance
                                                CFO and Treasurer

                                         /s/ [Illegible initials]