Page 1

                    PUBLISHING AGREEMENT (EXCLUSIVE LICENSE)



         THIS  PUBLISHING  AGREEMENT  (this  "Agreement")  made and entered into
effective  this  ____  day  of______________,  19__,  by  and  between  Micromat
Corporation  (hereinafter  "Author"),  a California  Corporation with offices at
7796 Bell Road,  Windsor,  California  95492, and Allegiant  Technologies,  Inc.
(hereinafter  "Publisher"),  a  Washington  Corporation  with  offices  at  9740
Scranton Road, Suite 300, San Diego, California 92121:

                                   WITNESSETH:

WHEREAS,  Author has created a Work (as hereinafter  defined) that consists of a
computer program in machine-readable  form and a manuscript of instructional and
operating  documentation  relating to the computer program  entitled  SoundMaker
Version 1.0; and

WHEREAS, Publisher desires to market,  manufacture,  publish, and distribute the
Product (as hereinafter defined); and

WHEREAS,  Author is  willing  to allow  Publisher  to so create  and  market the
Product on the terms and conditions of this Agreement;

NOW THEREFORE,  the parties hereto,  intending to be legally bound, hereby agree
as follows:

                                    Section 1

                                   DEFINITIONS

         For purposes of this  Agreement,  the following  capitalized  terms are
defined as follows:

         1.1 "Computer Trade."  Wholesale  distributors,  retailers,  mail-order
companies,  corporate  resellers,  government  resellers,  education  resellers,
software specialty resellers,  Internet-based resellers,  value-added resellers,
and any other  company for whom a substantial  percentage of gross  revenues are
derived from the sale of computers and software.

         1.2 "End-User License."  Publisher's standard license used by Publisher
to market  microcomputer  software,  as such form of license may be amended from
time to time. A version of such license is attached hereto as Exhibit A.

         1.3  "Product." A  combination  of computer  code  (exclusive of source
code) and user  documentation that represents the Work. The Product will consist
primarily of object code and user documentation.

         1.4   "Supplementary   Channels."   Direct   sales  to   End-users   or
organizations, OEM sales to other software or hardware manufacturers,  sales via
electronic  commerce,  or sales to or via any  other  professional  organization
having an interest in the subject matter of the Product.

         1.5 "Work." Computer program(s) and related  documentation set forth in
Exhibit B hereto.

         1.6 "Product  Inventory."  All Product  components  including  manuals,
boxes,  diskettes,  and any other  materials  that are  related to the  Product.
Author shall produce a schedule,  attached as Exhibit D hereto,  reflecting  all
items of Product Inventory to be transferred to Publisher, less amounts retained
by Author as provided for herein, under the terms of this agreement.

         1.7 "Accountable  Product Production Costs." As described in Exhibit C,
all  costs  associated  with the  production  of  shrink-wrapped  copies  of the
Product, including any promotional and Not for Resale copies of the Product, and
all Work in Process  represented by all Product  components  including  manuals,
boxes, diskettes, and any other materials that are related to the Product.


                                    Section 2

                      WARRANTY OF ORIGINALITY AND OWNERSHIP

         2.1 Author  warrants that it is the sole owner of the Work and has full
and exclusive right, title, and interest in the Work, including all intellectual
property rights associated therewith.

         2.2  Author  warrants  that  the Work in the  form to be  delivered  to
Publisher will not infringe any U.S. and or other  copyright,  trade secret,  or
other proprietary rights of any third party.

         2.3 Author  warrants  that it has full right,  power,  and authority to
enter into and perform this  Agreement,  and to grant all of the rights  granted
and agreed to be granted  pursuant to this Agreement;  and that the execution of
this  Agreement  does not and will not violate or require any consent  under any
agreement or instrument to which Author is a party.


                                    Section 3

                           LICENSE GRANT TO PUBLISHER

         3.1 Author hereby grants to Publisher  exclusive  world-wide  right and
license,  under any copyrights or other  intellectual  property rights of Author
associated with the Work, to copy,  modify,  and distribute the Work,  including
modified  versions  thereof,  and to  authorize  others to do some or all of the
foregoing  throughout the world.  Such right and license shall commence upon the
effective  date  of this  Agreement  and  shall  continue  for the  Term of this
Agreement.  Publisher may assign all of its rights in this Agreement and License
from Author, at its sole discretion,  provided however, that any such assignment
or  transfer  of  Publishers  rights  shall be made  subject  to the  terms  and
conditions of this Agreement.

         3.2 For the term of this  Agreement,  Publisher  agrees to  permit  the
Author to bundle a limited  functionality  version of the Product with  Author's
PhoneMaker product.  The limited  functionality  version shall be created by the
Author,  and shall  consist of version  1.0 of the  Product  with the  following
modifications:  limited to two  channels,  limited to 22 kHz,  limited to 8-bit,
limited to 5 stock effects,  a marketing  message from Publisher  appears at the
program  start-up  and  when  quitting  the  program,  and  electronic  end-user
documentation  that  designates what  functionality  is available in the limited
functionality version as well as what functionality is available in the complete
version.  Author agrees to include in the PhoneMaker product packaging,  printed
material supplied by Publisher that enables the PhoneMaker  customer to purchase
the complete version of the Product directly from Publisher. In addition, Author
agrees to supply Publisher with the names, addresses, phone and fax numbers, and
email addresses if supplied,  of all registered  PhoneMaker users on a quarterly
basis. In the event that Publisher reasonably believes that the inclusion of the
limited  functionality  version  of the  Product  causes  loss of  sales  of the
complete version of the Product,  or any other damage to Publisher,  then Author
within sixty days written notice of such damage from Publisher, shall modify the
limited  functionality  version of the Product so that the loss of Product sales
or any other damage to Publisher ceases.


                                    Section 4

                              PAYMENT AND ROYALTIES


         4.1      Publisher shall pay to Author the following royalties:

                  4.1.1  Author  shall be paid  eight  percent  (8%,  the "Eight
Percent  Royalty")  of the Net  Revenue  (as  hereinafter  defined)  received by
Publisher with respect to sales of the Product. In the event the Program is ever
marketed  bundled with SuperCard,  then the term "cash receipts" shall mean that
portion of the cash receipts from the bundled  product (the "Bundled  Receipts")
determined by multiplying the Bundled  Receipts by a fraction,  the numerator of
which is the published  wholesale list price of the  stand-alone  version of the
Program, and the denominator of which is the sum of the published wholesale list
prices of the stand-alone versions of the Program and SuperCard. In addition,

                  4.1.2 Author shall be paid an additional  twenty percent (20%,
the "Twenty  Percent  Royalty") of the Net Revenue  received by  Publisher  with
respect to sales of the  Product  until such time as Author  has  received  such
payments  totaling  an  amount  equal to the  total of all  Accountable  Product
Production Costs. The total of all Accountable Product Production Costs eligible
to be paid by Publisher to Author in accordance herewith shall be the sum listed
as such on Exhibit C attached hereto.

         4.2 In the event that the Eight  Percent  Royalty  payments paid during
each year,  commencing on March 1, l997,  are less than  $25,000.00,  and unless
Publisher  makes a  supplemental  payment  to Author  such that the total of all
Eight Percent Royalty  payments plus any  supplemental  payments are equal to or
greater  than  $25,000  during such year,  Author shall be entitled to terminate
this agreement in accordance with Section 8.4 hereof.

         4.3 For purposes of computing royalties,  the term "Net Revenues" means
gross  revenue  received by  Publisher  from the sale of Products  adjusted  for
returns,  shipping,  taxes, shipping insurance, and refunds granted by Publisher
for  Products in  accordance  with its standard  practice.  In  calculating  Net
Revenues it is not intended that such sum shall include any payment  received by
Publisher in connection with the sale or transfer of its rights in the Work, but
rather,  only receipts from Computer  Trade sales as described in Section 1.1 or
Supplementary Channels sales as described in Section 1.4 of the Product.

         4.4  Royalties,  as defined in  Section  4.1.1 and 4.1.2  shall be paid
within  thirty (30) days after the end of each  calendar  quarter.  Each royalty
payment to Author shall be accompanied  by a report that  summarizes by type all
transactions  producing  revenue from  Products and sets forth gross revenue and
adjustments for returns, shipping, taxes, shipping insurance, and refunds.

         4.5  Author  shall have the right to audit the  Publisher's  records in
accordance with Section 6.8 of this agreement.

                                    Section 5

           TESTING, CHANGES, CUT-OFF AND TRANSFER OF PRODUCT INVENTORY

         5.1  Author  shall  deliver  the Work to  Publisher  at the  offices of
Publisher and shall provide, at the request of Publisher,  within 45 days of the
execution  hereof,  up to ten (10) days (limited to a maximum of eight hours per
day) for demonstrations of the Work and consultation and information  concerning
the Work for  Publisher's  employees  and  agents.  Publisher  shall pay  Author
reasonable  travel and living costs for each such  appearance upon submission by
Author of an invoice for reasonable and actual expenditures.

         5.2 Author agrees to make  reasonable  changes in the Work to cause the
computer  code  contained  in the Work to conform to the  Specifications  and to
cause the Work to  operate  in such a manner  as to  demonstrate  the  functions
described in the Specifications.

         5.3 Author  shall  transfer  to  Publisher  all Product  Inventory  and
customer  lists  relating to all versions of the Product in  Macintosh  readable
form,  on the  Cut-Off  Date,  which  shall be deemed  to be  January  1,  l997.
Publisher  shall  designate  the method for shipping the Product  Inventory  and
shall bear the costs of such  shipment.  Except as provided  for in Section 5.4,
the transfer of Product  Inventory  shall include all Product  Inventory,  where
ever such Inventory shall be located, and shall include all Product Inventory in
the possession of the Computer Trade or in  Supplementary  Channels that has not
as of the Cut-Off Date been sold through by such vendors. All revenue associated
with Product  Inventory so transferred  shall accrue to the benefit of Publisher
from and after the Cut-Off  Date.  In the event that the Author has already been
paid, or shall  subsequently be paid, for such  transferred  Product  Inventory,
then such  amounts so received by Author  shall be paid to  Publisher  within 30
days of Author's receipt of same.

         5.4  Author  will  retain  the right to sell  through  MacZone  through
February 28, 1997. No additional advertising may be made by Author after MacZone
Catalog 52 which was entered  into  before the Cut-Off  Date of January 1, l997.
All unsold  Product  remaining at MacZone on March 1, l997,  will be returned to
the  Publisher.  Author shall arrange the return of such Product  inventory with
MacZone.  Publisher  agrees to pay for  shipping  costs to deliver  such Product
inventory to  Publisher,  and  Publisher  shall have the right to designate  the
shipping method and shipping carrier.


                                    Section 6

                               PUBLISHER'S DUTIES

         6.1  Publisher  shall have the  responsibility  to conduct  its product
approval  and  acceptance  testing in good faith and to  determine  during  such
testing the suitability of the Work for the Product.  Upon such determination by
Publisher of such suitability, Publisher shall promptly notify Author in writing
of the acceptance or rejection of the Work.

         6.2  Publisher  may,  upon  acceptance  of  the  Work,   alter,   edit,
supplement,  and/or  further  document  the Work to create  the  Product to such
extent  and  in  such  manner  as  Publisher,  in  its  sole  discretion,  deems
appropriate.   Publisher  shall  be  responsible  for  representations  made  by
Publisher or its Agents to End-Users with respect to the Product.

         6.3 Publisher  shall test the Product as it determines to be necessary.
Publisher shall produce copies of the Products  including by recording  computer
code in appropriate media and preparation of user documentation.
Publisher shall package the Product for distribution with the End-User License.

         6.4  Publisher  shall  promote the sale of,  solicit  orders  for,  and
distribute  copies  of, the  Product  throughout  the world and shall  offer the
Product to the Computer  Trade on  reasonable  terms  calculated to maximize the
revenues attainable on distribution of the Product.

         6.5 Publisher shall  demonstrate the Product in Supplementary  Channels
to promote its distribution to End-Users.

         6.6  Publisher  shall prepare cover design and graphics for the Product
and  develop  advertising,   marketing  materials,  and  promotional  activities
calculated to successfully promote distribution of the Product.

         6.7  Publisher  shall  manufacture  and  stock  adequate  copies of the
Product to provide  timely  response  to fill demand for the  Products  from the
Computer Trade.

         6.8  Publisher  shall  maintain  accurate  records of all  manufacture,
shipment, and distribution activities regarding the Product and revenue received
with respect to such activities, and shall maintain such records during the term
of this  Agreement and for three years after the  termination  hereof.  All such
records shall be made available to Author's outside accounting firm for purposes
of audit at  reasonable  times no more  frequently  than once each year. If such
audit shows that Publisher's  records in respect to payment to Author are off by
10% or more, Publisher shall pay the cost of the audit. If such audit shows that
Publisher's  records  in  respect to payment to Author are off by less than 10%,
Author shall pay the cost of the audit.


                                    Section 7

                        COMMITMENTS AND MARKETING EFFORTS

         7.1 Publisher  agrees to engage in commercially  reasonable  efforts to
utilize all its existing infrastructure such as domestic and international sales
channels,  strategic  industry  partners,  and marketing programs to promote the
Work.

         7.2  Notwithstanding  any other provision of this Agreement,  Publisher
makes no guarantee of success  regarding  its efforts  under this  Agreement and
makes no  commitment  whatever  with  respect to revenue  to be  achieved  after
engaging in  commercially  reasonable  efforts in accordance with Section 7.1 or
royalties to be earned from the Product.

         7.3 Author agrees that  performance of  Publisher's  duties in a manner
that is reasonably calculated after engaging in commercially  reasonable efforts
to bring the Products to the attention of the Computer  Trade and to provide the
Computer  Trade with a  reasonable  opportunity  to procure and  distribute  the
Products  shall be sufficient  to satisfy any marketing  obligation of Publisher
hereunder, including those in Sections 6 and 7.


                                    Section 8

                              TERM AND TERMINATION

         8.1 Unless  earlier  terminated  pursuant to Sections  8.2 - 8.5 below,
this Agreement shall be effective as of the date signed by all parties and shall
continue in full force and effect until December 31, 2001 (the "Term").

         8.2 Author may terminate  this  Agreement if Publisher has not accepted
the Work within 45 days after the effective date of this Agreement.

         8.3 Author may terminate this Agreement for any material breach of this
Agreement by Publisher that continues,  without waiver or cure, thirty (30) days
after  written  notice to  Publisher.  Such written  notice shall  describe such
breach in  reasonable  detail.  It is agreed by the parties  that failure to pay
royalties when due shall constitute a material breach.

         8.4 Author may terminate this Agreement  ninety (90) days after written
notice to Publisher,  issued within four (4) weeks after any calendar  year-end,
if during the preceding  calendar year the Minimum  Annual  Royalty  realized by
Author from Publisher hereunder is less than $25,000.00.

         8.5  Publisher  may  terminate  this  Agreement  ninety (90) days after
providing written notice to Author of such termination.

         8.6 Notwithstanding any termination of this Agreement,  Publisher shall
have the right to  continue  to market  and  distribute  all  copies of  Product
produced  prior  to  termination  for a  period  of  12  months  following  such
termination and Author shall have the right to continue to receive  royalties on
all net revenues of Publisher from the Product.  All Publisher rights to any OEM
or bundling agreements for the Product shall survive this agreement for a period
of 12 months  after  termination,  at which time all such rights shall revert to
the Author.

         8.7 Not withstanding the termination of this Agreement, for any reason,
Sections 2, 9.2,  9.3, 9.4, 11 and 14 shall survive and remain in full force and
effect.

         8.8 Upon termination of this Agreement,  Publisher agrees to provide to
Author, within thirty (30) days after receiving Author's written request, a copy
of Publisher's  registered user database, in electronic format, for the Product.
Publisher shall have the right to retain a copy of such registered user database
for its own purposes.

                                    Section 9

                             COPYRIGHT AND TRADEMARK

         9.1 Publisher may market and distribute  the Product under  Publisher's
trademarks  and trade names so long as  "Copyright  l996  Micromat  Corporation"
shall be displayed in the About Box and on all Products. Publisher may also mark
Products that contain  copyrightable  subject  matter of Publisher  with its own
copyright.

         9.2 Author shall indemnify, defend and hold harmless Publisher from and
against any and all claims, actions,  losses, costs, and liabilities based on or
arising out of any breach of warranties set forth in Sections 2.1, 2.2 or 2.3.

         9.3 Publisher shall indemnify  Author and hold harmless Author from and
against any and all claims, actions, losses, costs, and liabilities based on any
claims by third  parties  relating to the  Products,  or arising with respect to
their sale and  distribution,  with the sole exception of the matters covered by
the Author's indemnity set forth in Section 9.2 hereof.

         9.4 The foregoing rights of indemnification shall be conditioned on the
indemnified party (1) furnishing prompt  notification to the indemnifying party;
(2) permitting the  indemnifying  party to control the defense and settlement of
any  third-party  claim or action;  and (3)  cooperating  in the  defense by the
indemnifying party at the indemnifying party's expense.


                                   Section 10

                        PROMOTIONAL ACTIVITIES OF AUTHOR

         Author,  or a  qualified  employee  of  Author,  agrees  to  engage  in
promotional  activities at the request of Publisher to promote the marketing and
distribution  of  Products  by  appearing  at up to three  trade shows or retail
outlets  designated  by  Publisher  for a one-day  period at each such  location
during a one-year period commencing  January 1, l997. The time and place of such
appearance  shall be  mutually  agreed to and  consent  of  Author  shall not be
unreasonably  withheld.  Publisher shall pay Author reasonable travel and living
costs for each such  appearance  upon  submission  by Author of an  invoice  for
reasonable and actual expenditures.


                                   Section 11

                            LIMITATIONS ON LIABILITY

         Author makes no warranty that all errors have been or can be eliminated
from the Work and, with respect  thereto,  Author shall not be  responsible  for
losses,  damages,  costs,  or  expenses  of any kind  resulting  from the use or
distribution of the Work by Publisher or use by any End-User, including, without
limitation,  any liability for business expenses,  machine downtime,  or damages
experienced  by  Publisher or any third  persons as a result of any  deficiency,
defect,  error,  or  malfunction.  Author shall not be liable for any  indirect,
special,  incidental, or consequential damages relating to or arising out of the
subject  matter  of this  Agreement  or  actions  taken  thereunder.  EXCEPT  AS
EXPRESSLY PROVIDED IN THIS AGREEMENT,  AUTHOR MAKES NO WARRANTY,  EITHER EXPRESS
OR IMPLIED,  AS TO THE PROGRAMS OR THE USE THEREOF,  AND SPECIFICALLY  DISCLAIMS
ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


                                   Section 12

                                 BUY-OUT OPTION

         Publisher  shall  have a right to  purchase  the  Work,  including  all
intellectual  property  rights and source code  versions  of the Work,  in their
entirety  after one year from the date of first shipment by Publisher of Product
for the sum of  $250,000,  or a sum equal to three (3) times the average  annual
Eight Percent  Royalty paid during the  preceding 36 months,  or so much of such
period as may have  transpired at the time of  Publisher's  election to purchase
the  Work,  whichever  amount  is  higher.   Payments  for  Accountable  Product
Production  Costs shall not be included in the  calculation  of the royalty from
the previous twelve months.


                                   Section 13

                       PRODUCT DEVELOPMENT AND MANAGEMENT

         13.1  Author  agrees to perform  all  product  development  and product
management  functions,  as such may be commonly  performed by similar  companies
engaged  in  similar  software  business  activities,  during  the  term of this
Agreement.  Product  Development  shall  include,  but not be limited to, fixing
errors in the Product,  the  development of updates and upgrades to the Product,
source  code  documentation,  testing,  and  investigating  and  developing  new
features and functions. Product Management shall include, but not be limited to,
obtaining user requirements,  determination of new features,  maintaining a keen
awareness of  competitive  products,  creating the functional  specification,  a
comprehensive  description of all product functionality,  with supporting screen
shots,  comprehensive  beta testing and managing  schedules.  Publisher shall be
responsible for and manage the printed material  production  including any press
checks.  Publisher  and Author shall  mutually  agree on the product  design and
development  direction  of the  product.  Publisher  and Author agree to meet in
person two (2) days every other month,  with such time divided  equally  between
Publisher's and Author's facilities, to review Product status and plans.

         13.2  Author  agrees  to  create  the  Work in a manner  that  makes it
suitable for localization to other languages,  and agrees to provide  assistance
to Publisher or Publisher's  International  Distributors in any  localization of
the Work undertaken. Author shall not be required to localize the Work but shall
make  adjustments  as  necessary  to  modify  the  Work to run on  international
operating systems and to otherwise allow localization of the work.

         13.3  Author  shall  deliver an  Upgrade  to the  Product at least once
during every twelve month  period  during the term of this  Agreement,  starting
from  January 1, l997.  For the purpose of this  Agreement.  "Upgrade"  shall be
defined as: A major  revision,  improvement,  enhancement,  and  addition to the
feature set signified by a change in the number to the left of the decimal point
in the product  version  number.  Publisher shall have thirty (30) calendar days
from  receipt of the  Upgrade to accept and approve  it. If  Publisher  fails to
notify  Author of its approval or  disapproval,  in writing,  within such thirty
(30) day period Publisher shall be deemed to have approved it. In the event that
Author does not deliver an approved  Upgrade  within such twelve month  periods,
the Eight Percent Royalty due to Author shall be one-half (1/2) of the otherwise
applicable  royalty rate until Author delivers an Upgrade approved by Publisher,
and the Minimum Royalty Amount shall be inapplicable to such period.

         13.4 Multi-Platform Development. In the event that Author does not: (a)
agree to develop a comparable  version of the Work that  operates on the Windows
operating  system or any other platform  within 30 days of being requested to do
so by Publisher;  or (b) after  agreeing to develop a comparable  version of the
Work within the time period  specified  above,  complete  development of the new
version within 180 days of agreeing to develop such version, then Publisher may,
at its sole discretion, develop such version of the Work and Author, at Author's
sole  discretion,  shall make the Work's source code  available to Publisher for
such  undertaking.  In the event Publisher  develops such a version of the Work,
Author  hereby  grants  to  Publisher  the  irrevocable   right  to  copy,  use,
distribute,  sell and  otherwise  exploit the version  developed  by  Publisher,
subject to the royalty  obligations set forth below, which grant of rights shall
survive  any  termination  of this  agreement.  In the event  Publisher  sells a
version of the Work developed by Publisher, the royalties set forth in Section 4
shall be reduced to: (1) one-third of the  applicable  Eight Percent  Royalty if
Author's source code for an existing  version of the Work was provided by Author
to Publisher to develop such  version;  or (2) zero (0) if Author's  source code
for an existing  version of the Work was not  provided by Author to Publisher to
develop such version.  If Author  creates the Work in  accordance  with the same
functional  specification as the Macintosh  version of the Product for operation
on  another  platform,  then all the  rights  and  provisions  outlined  in this
agreement shall apply to such Work.

         13.5 In the event that Author has invented or subsequently develops new
Sound  editing  and  creation  technologies  during the term of this  agreement,
Author agrees to (i) incorporate such  technologies  into future versions of the
Product that Publisher may sell and market under the terms of this agreement, or
(ii)  create a new product  that  Publisher  may sell and market  under the same
terms and conditions as are applicable under this Agreement.  The  determination
of whether the new Sound editing and creation technologies shall be incorporated
into a future version of the Product or into a separate  product shall be at the
sole discretion of Publisher.  In any event,  except as provided in Section 3.2,
Author  agrees  not  to  sell,   license,   market,  or  give-away  any  product
incorporating Sound editing and creation functionality not incorporated into the
Product,  to any another  entity in any form,  during the term of this Agreement
and, in the event  Publisher  purchases  the Work pursuant to Section 12 hereof,
for a period of two (2) years after this agreement has been terminated.

         13.6 In order to allow  Publisher  access to the source code version of
the Work, under certain circumstances,  Author and Publisher agree to enter into
the Source Code Escrow Agreement attached hereto as Exhibit E.


                                   Section 14

                                     GENERAL

         14.1 All notices,  payments, or deliveries called for by this Agreement
shall be deemed  sufficient  upon actual delivery to the address set forth above
or upon mailing by registered mail, return receipt requested.

         14.2  Each  party  agrees  to  comply  with  all  applicable  laws  and
regulations of governmental  bodies having  jurisdiction over the subject matter
of this Agreement.

         14.3  Neither  party  shall be held  liable to the other for failure of
performance where such failure is caused solely by supervening conditions beyond
that party's control,  including acts of God, civil disturbance,  strikes, labor
disputes,  and lawful  governmental  action.  If any provision of this Agreement
shall  be  deemed  to be  unlawful  or  unenforceable  by a court  of  competent
jurisdiction,  such  termination  shall  have  no  effect  on the  validity  and
enforceability  of the other terms and  conditions  of this  Agreement,  and the
challenged term shall be deemed deleted.

         14.4 Arbitration.  Any claim between the parties,  under this agreement
or otherwise,  will be determined by arbitration in San Diego under the American
Arbitration  Association  (AAA)  Commercial  Arbitration  Rules  with  Expedited
Procedures in effect on the date hereof,  as modified by this  Agreement.  There
will be one  arbitrator  selected  by the parties  within  seven (7) days of the
arbitration demand or if not, pursuant to the AAA Rules, who will be an attorney
with at least fifteen (15) years  commercial  law  experience  and with at least
five (5) years  experience in the computer  software  industry.  Any issue about
whether  a  claim  is  covered  by this  Agreement  will  be  determined  by the
arbitrator. At the request of either party made not later than seventy-five (75)
days after the  arbitration  demand,  the parties agree to submit the dispute to
non-binding  mediation which will not delay the arbitration  hearing date. There
will  be no  substantive  motions  or  discovery,  except  the  arbitrator  will
authorize such  discovery as may be necessary to insure a fair private  hearing,
which  shall be held  within one hundred  twenty  (120) days of the demand;  and
concluded within three (3) days. These time limits are not  jurisdictional.  The
arbitrator shall apply  substantive law and may award  injunctive  relief or any
other remedy  available from a judge,  including  attorney fees and costs to the
prevailing party, but shall not have the power to award punitive damages.

         14.5  Severability.  The provisions of this  Agreement  shall be deemed
severable  and  the  invalidity  or  unenforceability  of any one or more of the
provisions hereof shall not affect the validity and  enforceability of the other
provisions hereof.

         14.6 Attorneys'  Fees. If either party hereto  commences an arbitration
or other  action  against the other party to enforce any of the terms  hereof or
because  of the  breach  by such  other  party of any of the terms  hereof,  the
prevailing party shall be entitled,  in addition to any other relief granted, to
all actual out-of-pocket costs and expenses incurred by such prevailing party in
connection  with such action,  including,  without  limitation,  all  reasonable
attorneys'  fees, and a right to such costs and expenses shall be deemed to have
accrued upon the commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.

         14.7   No Third Party Benefits.  None of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any third-party
beneficiary.

         14.8   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts  all of which together shall constitute one and the same instrument
with the same force and effect as though each of the parties  had  executed  the
same document.

         14.9  Governing  Law. This  Agreement is made and shall be governed by,
and construed and enforced in accordance with, the internal laws of the State of
California,  without regard to the conflict of laws principles  thereof,  as the
same apply to agreements  executed  solely by residents of California and wholly
to be performed within California.

         14.10 Venue; Submission to Jurisdiction. Each of the parties submits to
the  jurisdiction  of any state or federal  court  sitting in San Diego  County,
California,  in any action or  proceeding  arising  out of or  relating  to this
Agreement,  agrees that all claims in respect of the action or proceeding may be
heard and  determined  in any such court,  and agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each
of the parties waives any defense of  inconvenient  forum to the  maintenance of
any action or  proceeding  so brought  and  waives  any bond,  surety,  or other
security that might be required of any other party with respect thereto.

         14.11  Authority.   Each  of  the  persons   executing  this  Agreement
represents  and warrants that it is authorized to execute this Agreement and the
entity on whose behalf they are signing is bound by the terms hereof.

         14.12 This  Agreement  constitutes  the entire  agreement  between  the
parties and supersedes all prior statements,  representations, and agreements on
this subject matter. This Agreement may be amended only by a writing that refers
to this Agreement and that is signed by both parties.

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


MICROMAT CORPORATION:

By:_________________________
      Jeff Baudin

Title: __President______________

Date: ______________, 19____


ALLEGIANT TECHNOLOGIES INC.:

By:_________________________
      Joel B. Staadecker

Title:__President_& CEO________

Date: ______________, 19____





<PAGE>


                                    Exhibit A

                                END-USER LICENSE



                         ALLEGIANT USE LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING  LICENSE AGREEMENT BEFORE OPENING THE DISK PACK. BY
OPENING  THE  DISK  PACK  YOU  INDICATE  YOUR  ACCEPTANCE  OF THE  TERMS OF THIS
AGREEMENT.  IF YOU DO NOT  ACCEPT THE TERMS OF THIS  AGREEMENT,  DO NOT OPEN THE
DISK PACK, PROMPTLY RETURN THE ENTIRE PACKAGE TO THE PLACE YOU OBTAINED IT FOR A
FULL REFUND.

DEFINITIONS

The following definitions apply to the terms as they appear in this agreement.

     Allegiant means Allegiant Technologies Inc.

     Software  means the computer  programs  contained in this package,  and all
     updates to the computer programs.  The term also includes all copies of any
     part of the computer programs.

     Documentation means the user's manual(s) and other printed materials
     accompanying the Software.

     Product means the Software and Documentation.

COPYRIGHT/PROPRIETARY PROTECTION

The Product is owned by  Allegiant or its  suppliers  and is protected by United
States  copyright laws and  international  treaties.  You must treat the Product
like any other  copyrighted  material.  This  license  and your right to use the
Product  terminate  automatically if you violate any part of this agreement.  In
the event of termination, you must immediately destroy all copies of the Product
or return them to  Allegiant,  including  copies  resident  in computer  memory.
LICENSE GRANT Allegiant  grants you a non-exclusive  license to:

1. Use one copy of the  Software  on a  single  computer
("Dedicated  Computer").

2. Copy the Software onto the hard disk of the Dedicated Computer and retain the
original  for  archival  purposes.  If one  individual  uses the Software on the
Dedicated  Computer more than 80% of the time it is in use, then that individual
may  use a  second  copy of the  Software  for use on a  single  home  computer,
provided  use on the home  computer is never at the same time the Software is in
use on the Dedicated Computer.

3. After written  notification  to Allegiant,  transfer the entire  Product on a
permanent  basis to another  person or entity,  provided you retain no copies of
the Product and the transferee agrees to the terms of this agreement.

You may not:

     Copy the documentation;

     Copy or modify all or any portion of the  Product or merge it into  another
     program. Copies shall include, without limitation,  any complete or partial
     duplications on any media adaptations, translations,  compilations, partial
     copies  within  modifications,  mergers with other  material  from whatever
     source,  and updated  works.  You will use your best efforts to prevent any
     unauthorized  copying  of the  Product;  IF YOU  COPY,  MODIFY OR MERGE ANY
     PORTION  OF  THE  PRODUCT  OR IF  YOU  TRANSFER  POSSESSION  OF  ANY  COPY,
     MODIFICATION,  OR MERGED  PORTION OF THE  PRODUCT TO  ANOTHER  PARTY,  YOUR
     LICENSE IS AUTOMATICALLY TERMINATED.

     Reverse-engineer, disassemble, decompile, or make any attempt to discover
     the source code of the Software;

     Sublicense, rent, or lease any portion of the Product; or

     Use the  previous  version of the  Software  that has been  upgraded  or
     updated  under this  agreement.  Upon upgrading or updating the  Software,
     the old copy must be deleted from the computer and the original disks
     must be physically destroyed.

LIMITED WARRANTY

Allegiant  warrants  the disks on which the Software is  distributed  to be free
from defects in materials and workmanship  and that the unaltered  Software will
perform  substantially in accordance with the  Documentation  for a period of 90
days from your receipt of the Product. Any written or oral information or advice
given by Allegiant  dealers,  distributors,  agents, or employees will in no way
increase the scope of this warranty. YOU MUST ASSUME FULL RESPONSIBILITY FOR THE
SELECTION  OF THE  PRODUCT TO ACHIEVE  YOUR  INTENDED  PURPOSES,  FOR THE PROPER
INSTALLATION  AND USE OF THE PRODUCT AND FOR VERIFYING THE RESULTS OBTAINED FROM
USE OF THE PRODUCT,  ALLEGIANT DOES NOT WARRANT THAT THE FUNCTIONS  CONTAINED IN
THE  PRODUCT  WILL  MEET  YOUR  REQUIREMENTS,  THAT THE  PRODUCT  IS FIT FOR ANY
PARTICULAR  PURPOSE OR THAT THE OPERATION OF THE PRODUCT WILL BE INTERRUPTION OR
ERROR FREE.  If the Product  fails to comply with the  warranty set forth above,
Allegiant's  entire  liability and your exclusive  remedy will be replacement of
the disk or, at Allegiant's sole option,  Allegiant's reasonable efforts to make
the Product meet the warranty set forth  above.  This limited  warranty  applies
only if you  return all  copies of the  Product,  along with a copy of your paid
invoice,  to an  authorized  Allegiant  dealer  within  90 days of the  date you
received the Product.  If Allegiant is unable to make the Product conform to the
above warranty,  Allegiant,  at its option, will refund all or a fair portion of
the price you paid for this package.  Any replacement Software will be warranted
for the remainder of the original 90-day warranty period or for 30 days from the
date you received the replacement,  whichever is longer.  These remedies are not
available outside of the United States and Canada. ALLEGIANT EXPRESSLY DISCLAIMS
ALL OTHER  WARRANTIES,  EITHER EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO
IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,
TITLE,  OR  INFRINGEMENT  WITH  RESPECT TO THE  PRODUCT.  ALL  WARRANTIES  SHALL
TERMINATE  90 DAYS FROM DATE OF DELIVERY  OF THE PRODUCT TO YOU.  Some states do
not  allow  limitations  on how long an  implied  warranty  lasts,  so the above
limitation may not apply to you. THIS LIMITED  WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS.  YOU MAY HAVE OTHERS,  WHICH VARY FROM STATE TO STATE.  EXCLUSIVE REMEDY
YOUR EXCLUSIVE REMEDY AND ALLEGIANT AND ITS SUPPLIERS'  ENTIRE LIABILITY ARISING
FROM OR IN CONNECTION  WITH THE  SOFTWARE,  DOCUMENTATION,  PRODUCT  AND/OR THIS
LICENSE    (INCLUDING   WITHOUT   LIMITATION   FOR   BREACH   OF   WARRANTY   OR
NON-INFRINGEMENT) SHALL BE REFUND OF LICENSE FEES.

LIMITATIONS OF LIABILITY

A.   IN NO EVENT WILL  ALLEGIANT BE LIABLE TO YOU FOR ANY INDIRECT,  INCIDENTAL,
     CONSEQUENTIAL,   SPECIAL  OR  EXEMPLARY  DAMAGES,  ARISING  OUT  OF  OR  IN
     CONNECTION WITH YOUR USE OR INABILITY TO USE THE PRODUCT OR  DOCUMENTATION,
     THE BREACH OF ANY EXPRESS OR IMPLIED  WARRANTY,  OR OTHERWISE IN CONNECTION
     WITH THE  PRODUCT,  THE PRODUCT  DOCUMENTATION  AND/OR THIS LICENSE EVEN IF
     ALLEGIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Some states
     do not  allow  limitation  or  exclusion  of  incidental  or  consequential
     damages, so that above limitation or exclusion may not apply to you.

B.   IN NO EVENT SHALL  ALLEGIANT'S  TOTAL LIABILITY FOR ANY DAMAGES,  DIRECT OR
     INDIRECT, IN CONNECTION WITH THE PRODUCT, THE PRODUCT DOCUMENTATION, AND/OR
     THIS  LICENSE  EXCEED THE LICENSE FEES PAID FOR YOUR RIGHT TO USE THIS COPY
     OF THE  PRODUCT  WHETHER  SUCH  LIABILITY  ARISES FROM ANY CLAIM BASED UPON
     CONTRACT, WARRANTY, TORT OR OTHERWISE.

ALLOCATION OF RISK.

Provisions  of  this  Agreement  such  as the  warranty  limitations,  exclusive
remedies and limitations of liability are unrelated,  independent allocations of
risks between you and Allegiant.  Unenforceability of any such allocations shall
not affect the  enforceability  of other such allocations.  Allegiant's  pricing
reflects  the  allocations  of risk  contained in this  Agreement.  GENERAL This
agreement  constitutes  the  entire  agreement  between  you and  Allegiant  and
supersedes any prior agreement concerning the contents of this package. It shall
not be modified except by written agreement dated subsequent to the date of this
agreement  signed by an authorized  Allegiant  representative.  Allegiant is not
bound by any provision of any purchase order, receipt, acceptance, confirmation,
correspondence,  or  otherwise,  unless  Allegiant  specifically  agrees  to the
provision in writing.  U.S. GOVERNMENT RESTRICTED RIGHTS The Product is provided
with RESTRICTED  RIGHTS.  Use,  duplication,  or disclosure by the government is
subject to restrictions  set forth in  subparagraph  (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, and paragraph
(c(1) and (2) of the Commercial Computer  Software--Restricted  Rights clause at
FAR 52.227-19.  The manufacturer is Allegiant  Technologies  Inc., 9740 Scranton
Road, Suite 300, San Diego, California 92121.

         Export Laws. You understand that the Product may require a license from
the U.S.  Department  of Commerce or other  government  agency  before it may be
taken or sent  outside  the  United  States.  You agree to obtain  any  required
license before taking or sending the Product outside the United States. You will
not permit the export or re-export  of the Product  without  obtaining  required
licenses or letters of further assurance.

         Taxes.  You must pay all taxes that may now or  hereafter  be  imposed,
levied, or assessed with respect to the possession or use of the Product or this
license.  YOU ACKNOWLEDGE  THAT YOU UNDERSTAND  THIS AGREEMENT,  AND AGREE TO BE
BOUND BY ITS TERMS AND  CONDITIONS.  YOU FURTHER  AGREE THAT IT IS THE COMPLETE,
FINAL AND  EXCLUSIVE  STATEMENT OF THE  AGREEMENT  BETWEEN YOU AND ALLEGIANT AND
SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT OR ANY OTHER  COMMUNICATIONS  BETWEEN
ALLEGIANT  AND YOU RELATING TO THE USE OF THE PRODUCT.  If any provision of this
Agreement is  unenforceable,  all others will remain in effect. If any provision
of this Agreement is held unenforceable as written,  it shall be enforced to the
maximum  extent allowed by applicable  law. This Agreement  shall be governed by
the internal laws of the State of Washington  and the United  States,  including
U.S.  copyright  laws,  and venue in the event of any suit,  proceeding or claim
shall be in the  Courts  located  in King  County,  Washington.  If you have any
questions  regarding  this  Agreement,  you may  contact  Allegiant  by  writing
Allegiant at the following address:

                          Allegiant Technologies, Inc.
                          9740 Scranton Rd., Suite 300
                           San Diego, California 92121






<PAGE>


                                    Exhibit B

                          SPECIFICATION OF THE WORK(S)



All  previously or  subsequently  created  versions of the  SoundMaker  software
program,  including  without  limitation  shareware  versions  and Version  1.0,
regardless of operating platform, including all documentation,  electronic files
and physical artwork.

Any software program (including all documentation, electronic files and physical
artwork)  created  or  acquired  by  Author  containing  substantially  the same
functionality,  regardless of whether  additional  functionality  is included or
whether the product is offered under the SoundMaker name.





<PAGE>


                                    Exhibit C

                          ACCOUNTABLE PRODUCTION COSTS



<TABLE>
<CAPTION>
Inventory Materials                                    Cost Each            Quantity              Total
<S>                                                    <C>                   <C>                <C>

Boxes                                                    $.68                10,180              $6,922.40
Manuals                                                    $1.07             10,810             $11,566.70
Disk Label Sets (2)                                     $.043                30,000              $1,290.00
Serial Number Labels (2)                                $.042                25,000              $1,050.00

Subtotal, Inventory Costs:                                N/A                N/A                $20,829.10



Pre-Production Services

Manual copywriting                                       $600.00                  1                $600
Manual lay-out                                           $500.00                  1                $500
Mechanical Logo Design & Box Layout                     $1300.00                  1               $1300
Cover Art Creation                                      $2000.00                  1               $2000
Development Materials                                    $500.00                  1                $500

Subtotal, Pre-Production Costs:                           N/A                   N/A               $4900.00



*Total Accountable Production Costs:                                                             $25729.10


*Author and Publisher agree that the Total  Accountable  Production  Costs above
due  Author  under  the terms of this  Agreement  shall be  reduced  by value of
Inventory  Materials and pro-rata  Pre-Production  Services  attributable to the
Product  Inventory that Author retains versus that quantity shipped to Publisher
in accordance with Section 5.3 of the Agreement.

</TABLE>






<PAGE>


                                    Exhibit D

                                PRODUCT INVENTORY



Inventory Materials                                  Quantity

Boxes                                                10,180
Manuals                                              10,810
Disk Label Sets (2)                                  30,000
Serial Number Labels (2)                             25,000







<PAGE>


                                    Exhibit E

                          SOURCE CODE ESCROW AGREEMENT



THIS SOURCE CODE ESCROW AGREEMENT  ("Agreement") is made and entered into by and
between  Micromat   Corporation   ("Author");   Allegiant   Technologies,   Inc.
("Publisher");  and ESCROW  AGENT FULL NAME  ("Escrow  Agent")  and is made with
reference to the following:

A. This Agreement is supplementary  to the agreement  between the parties hereto
entitled "Publishing Agreement (Exclusive License)" and having an effective date
of _______________  (together with any modification,  supplement, or replacement
thereof agreed to by Publisher, the "Publishing Agreement";

B.  Author has agreed to place such Source Code in escrow for the benefit of the
Publisher on the terms and conditions hereof.

         NOW, THEREFORE,  for the mutual promises and representations  contained
herein  as well as other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which is  hereby  acknowledged,  the  parties  hereto  do hereby
covenant and agree to be bound as follows:


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

         1.1 Work.  "Work"  shall mean the  entire  computer  programming  code,
together with all Updates thereto,  relating to the program offerings  specified
in  Exhibit  B of the  Publishing  Agreement,  which is hereby  incorporated  by
reference.

         1.2 Update.  "Update"  shall mean a copy of the source code  version of
each modification or revision to the Work that (a) corrects errors, problems, or
defects  caused by or resulting  from an incorrect  functioning of the Work, (b)
supports new releases of the Work made available generally to the Publisher,  or
(c) provides other updates or corrections.

         1.3 Source  Code.  "Source  Code"  shall mean a copy of the source code
corresponding to the Work,  including all Updates  delivered to the Escrow Agent
from time to time pursuant to this Agreement,  plus any pertinent  commentary or
explanation that may be necessary to render the Source Code  understandable  and
useable by a trained  computer-programming expert who is generally familiar with
hardware  and software  systems  using the Work.  The Source Code shall  include
system documentation, statements of principles of operation, and schematics, all
as necessary  or useful for the  effective  understanding  and use of the Source
Code.  Insofar  as the  "development  environment"  employed  by Author  for the
development,  maintenance,  and  implementation  of the Source Code includes any
device,   programming,  or  documentation  not  commercially  available  to  the
Publisher on  reasonable  terms  through  readily  known  sources other than the
Author,  the  Source  Code  shall  include  all such  devices,  programming,  or
documentation.  The foregoing  reference to such  "development  environment"  is
intended to apply to any programs,  including compilers,  "workbenches,"  tools,
and  higher-level  (or  "proprietary")  languages,  used by the  Author  for the
development, maintenance, and implementation of the Source Code.

         1.4  Impact  Event.  "Impact  Event"  shall mean (a) any  rejection  or
termination  of the  Publishing  Agreement  or this  Agreement  by Author or its
successors or  representatives  in breach of the  provisions  of the  Publishing
Agreement  or  this  Agreement,   including  in  all  events  any  rejection  or
termination of the Publishing  Agreement or any proposal to do so under Title 11
of the  United  States  Code,  as now  constituted  or  hereafter  amended  (the
"Bankruptcy  Code"),  or any  other  federal  or state  bankruptcy,  insolvency,
receivership,  or similar  law;  (b) failure of a trustee,  including  Author as
debtor in  possession,  in any  bankruptcy  case  hereafter  filed by or against
Author  either to assume the  Publishing  Agreement  and this  Agreement  within
fifteen  (15) days after the filing of the  initial  bankruptcy  petition  or to
perform  the  Publishing  Agreement  and this  Agreement  within the  meaning of
Section   365(a)(4)(I)   of  the  Bankruptcy   Code;  (c)  the   termination  of
substantially  all of  Author's  ongoing  business  operations  relating  to the
subject  matter  of  the  Publishing  Agreement  and  this  Agreement;  (d)  any
liquidation of Author, or any sale, assignment, or foreclosure of or upon assets
that are necessary for the performance by Author of its  responsibilities  under
the Publishing  Agreement and this  Agreement;  and (e) any failure of Author to
cure a breach by Author  within  the cure  period  specified  in the  Publishing
Agreement.

2.  Representations and Warranties of Author

         2.1 Work Correspond With Source Code. Author represents and warrants to
Publisher  that the Source Code deposited with Escrow Agent will at all times be
the source  code  version  of the  current  release  of the Work,  as offered to
Publisher from time to time.

         2.2 Usability of Source Code.  Author  represents and warrants that the
Source  Code  is  and  shall  be   understandable   and  useable  by  a  trained
computer-programming  contractor  who is generally  familiar  with  hardware and
software systems using the Work. Author further represents and warrants that the
Source  Code  includes  all  of  the  devices,  programming,  and  documentation
necessary  for the  maintenance  of the Work by  Publisher  upon  release of the
Source Code pursuant to this  Agreement,  except for devices,  programming,  and
documentation  commercially  available to Publisher on reasonable  terms through
readily known sources other than the Author.

3.  Purpose of Agreement; Deposit of Source Code

         3.1  Deposit and Custody of Source Code.

                  3.1.1 The deposit of the Source  Code and the license  thereof
to Publisher  pursuant to Section 8 hereof are intended to provide  assurance to
Publisher  of access to, and right of use of, the Source  Code in the event that
Author fails (or is rendered  unable by an Impact  Event) to perform as required
by the  Publishing  Agreement.  Escrow Agent shall release  copies of the Source
Code deposited in escrow  pursuant to this Agreement only in accordance with the
terms of this  Agreement.  In each instance  where Escrow Agent is authorized to
release a copy of the Source Code to Publisher,  Escrow Agent may either release
a copy on hand  (provided that at all times it shall retain at least one copy of
the Source Code) or make a duplicate copy to be released to Publisher.

                  3.1.2 Escrow  Agent  agrees to accept from Author,  and Author
agrees to deposit with Escrow Agent,  within ten (10) days of the Effective Date
of this  Agreement,  one (1) copy of the Source  Code  relating  to the  current
versions of the Work.  For each  deposit,  Escrow  Agent will issue a receipt to
Author,  accompanied  by a  general  list or  description  of the  materials  so
deposited.

                  3.1.3 Escrow  Agent  agrees to accept from Author,  and Author
agrees to deposit with Escrow  Agent,  within ten (10) days after each Update is
made available generally to Publisher,  one (1) copy of the Source Code relating
to each such  Update.  For each  deposit,  Escrow  Agent will issue a receipt to
Author,  accompanied  by a  general  list or  description  of the  materials  so
deposited.  In the event that an Update or series of Updates  supersede  a prior
version of the Work in their entirety, Escrow Agent shall retain both the Update
and the superseded version.

                  3.1.4 Escrow Agent shall exercise  reasonable  care to protect
and safeguard  all Source Code  delivered  pursuant to this  Agreement and shall
segregate  and label such Source Code  according to the date of delivery and any
other identifying information supplied by Author.

         3.2  Verification  and Testing of Source  Code.  Publisher  may appoint
either (a) an  independent  firm of  certified  public  accountants  of national
reputation  (which shall certify for the benefit of Author that it does not, and
does not intend to,  conduct  business  in  competition  with  Author) or (b) an
independent,  professional computer-programming consultant mutually agreeable to
Author and such Publisher to inspect,  compile, test, and review the Source Code
(subject to appropriate  undertakings  of  confidentiality  and  restrictions on
subsequent  use or  disclosure)  at any time, and Escrow Agent shall permit such
inspections and testing promptly upon request. Except as otherwise authorized by
Author (which authorization will not be unreasonably withheld), such inspections
and testing shall be conducted at the principal offices of the Escrow Agent. All
costs relating to said  verification  and testing shall be borne  exclusively by
Publisher.

4.  Confidentiality.  Upon receipt of the Source Code,  Publisher shall maintain
the  Source  Code  in  strict  confidence,  shall  use and  disclose  it only as
reasonably  appropriate  to exercise such  Publisher's  rights in the Work,  and
shall use the same  degree of care it  provides  for its own  programs in source
code  form  to  protect  the  Source  Code  as  restricted,   proprietary,   and
confidential.

5. Impact Event As Basis for Release of Source Code

         5.1 Release.  If Author  suffers an Impact Event at any time or for any
reason,  Publisher may so notify  Escrow Agent in writing.  Such notice shall be
accompanied by reliable evidence of such occurrence. Upon receipt of such notice
and proof,  Escrow Agent shall promptly release and deliver a copy of the Source
Code to all Publisher.

         5.2  Intention.   In  the  event  that  Author  or  its  successors  or
representatives rejects or terminates the Publishing Agreement or this Agreement
in breach of the provisions  thereof or hereof,  including as contemplated under
Section 365 of the  Bankruptcy  Code,  it is  acknowledged  that this  Agreement
contemplates  the manner in which  Publisher  may retain its rights in the Work,
including associated intellectual property rights, if Publisher chooses to do so
in accordance with Section 365(n) of the Bankruptcy  Code. This Agreement serves
as a contract  supplementary to the Publishing  Agreement in such regard.  It is
the parties' intent that the rights  Publisher shall be entitled to retain shall
be of the scope provided in Section 6 hereof in all items  delivered or required
to be delivered under the Publishing Agreement and this Agreement. Further, such
rights  shall be subject to no  restriction  following  an election by Author to
reject or terminate the Publishing  Agreement or this Agreement,  except (a) the
confidentiality  provisions  contained in Section 4 of this  Agreement,  (b) the
sublicense terms, if any, required of Publisher under the Publishing  Agreement,
and  (c)  the  territorial  limitations,  if any,  contained  in the  Publishing
Agreement.  Such rights shall be exclusive and either  renewable or perpetual to
the extent so provided under the Publishing Agreement.

         5.3  Trademark  Rights.  The rights in the Work,  including  associated
intellectual  property  rights,  that Publisher may elect to retain  following a
rejection of the Publishing  Agreement or this Agreement under Section 365(n) of
the Bankruptcy Code includes Author's trademarks affixed to the Work. In view of
that fact,  the parties  hereby agree and  acknowledge  that in the event Author
makes such a rejection and Publisher elects to retain its rights in the Software
under Section  365(n) of the  Bankruptcy  Code,  Publisher  shall be entitled to
continue use of such trademark in connection with the marketing, sublicensing or
distribution of the Work.

6.  License  of Source  Code.  In the event  that a copy of the  Source  Code is
authorized  hereunder to be  delivered  out of escrow to  Publisher,  Publisher,
subject to the royalty obligations set forth in the Publishing Agreement,  shall
immediately obtain, without any further action, authorization, or instrument, an
irrevocable, perpetual, license from Author to use, modify, maintain, and update
the Source Code in any manner that may be  necessary  or  appropriate  to enable
such Publisher to use and distribute the Work.

7. Escrow Fees. Publisher shall pay to Escrow Agent,  annually in advance during
the term hereof, all fees of the Escrow Agent at its prescribed rate.

8.  Limitation upon Obligation of Escrow Agent

         8.1  Limited  Duty of  Inquiry.  Escrow  Agent shall not be required to
inquire into the truth of any  statements  or  representations  contained in any
notices,  certificates,  or other documents required or permitted hereunder, and
it may assume that the  signatures on any such  documents are genuine,  that the
persons signing on behalf of any party thereto are duly authorized to issue such
document, and that all actions necessary to render any such documents binding on
any party thereto have been duly  undertaken.  Without  limiting the  foregoing,
Escrow Agent may in its discretion  require from Author or Publisher  additional
documents  which it deems to be necessary or appropriate to aid it in the course
of performing its obligations hereunder.

         8.2 Right to Interpleader.  Notwithstanding any other provision of this
Agreement,  in the event Escrow Agent receives  conflicting  demands from Author
and Publisher  respecting the release of the Source Code to Publisher hereunder,
Escrow  Agent may,  in its sole  discretion,  file an  interpleader  action with
respect  thereto in any court of competent  jurisdiction  and deposit the Source
Code with the clerk of the court or  withhold  release of the Source  Code until
instructed otherwise by court order.

         8.3 Release and  Indemnification of Escrow Agent.  Author and Publisher
do hereby (a) release,  and agree to indemnify and hold  harmless,  Escrow Agent
from and  against  any and all  liability  for  losses,  damages,  and  expenses
(including  attorneys' fees) that may be incurred by it on account of any action
taken by Escrow Agent in good faith pursuant to this Agreement, and (b) agree to
defend and indemnify Escrow Agent from and against any and all claims,  demands,
or actions  arising out of or resulting from any action taken by Escrow Agent in
good faith pursuant to this Agreement.

9.  Term and Termination.

         9.1 Term. The term of this Agreement  shall commence on the date signed
by all parties (the "Effective Date") and shall continue until this Agreement is
terminated as provided for herein.

         9.2 Termination.  This Agreement shall terminate:

                                    a.   By mutual consent of Author and
                           Publisher at any time;

                                    b. By  Escrow  Agent at any  time,  provided
                           that  Escrow  Agent has given  Author  and  Publisher
                           notice to that effect in writing at least ninety (90)
                           days  before the  contemplated  date of  termination,
                           whereupon Author shall diligently attempt to identify
                           an  independent  successor  Escrow Agent,  reasonably
                           acceptable to Publisher, who is agreeable to assuming
                           all further obligations of Escrow Agent hereunder;

                                    c.      Automatically,  in the  event  that
                           copies  of  the  Source  Code  are released to
                           Publisher in accordance with the terms of this
                           Agreement; or

                                    d. Sixty (60) days  after  Author  issues to
                           Publisher and Escrow Agent a  certificate  confirming
                           that such Publisher is no longer  entitled to Support
                           Services from Author,  provided that such termination
                           shall not occur on such basis if  Publisher  disputes
                           such  certificate  by sending Author and Escrow Agent
                           notice to that effect in writing within such period.



<PAGE>


         9.3 Disposition of Remaining Copies Upon Termination.  Upon termination
of this Agreement,  following  distribution of copies to Publisher to the extent
so  required  hereunder,  all  remaining  copies  of the  Source  Code  shall be
delivered  to Author,  except that in the event of  termination  at the instance
solely of the Escrow  Agent,  such copies shall be  delivered  to the  successor
Escrow Agent.

10.  Miscellaneous.

         10.1  Complete  Statement  of  Agreement.  The parties  agree that this
Agreement is the  complete  and  exclusive  statement  of their  agreement  with
respect  to the  subject  matter  hereof,  and  supersedes  all oral or  written
proposals,   understandings,   representations,   warranties,   covenants,   and
communications  between the parties relating hereto.  This Agreement is intended
by the parties to constitute an agreement  completely  independent  of any other
agreement between or among any combination of the parties hereto, whether or not
any such  other  agreement  involves  the  Work,  except to the  limited  extent
necessary to define the Work for  purposes of this  Agreement.  The  continuing,
contingent,  or  future  rights  or  obligations  of any  party  under any other
agreement whatsoever shall not be regarded as necessary or implied consideration
for the execution, validity, or performance of this Agreement.

         10.2  Severability.  The provisions of this  Agreement  shall be deemed
severable  and  the  invalidity  or  unenforceability  of any one or more of the
provisions hereof shall not affect the validity and  enforceability of the other
provisions hereof.

         10.3 Notices. All notices,  requests,  demands and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of  delivery  if  delivered  personally  to the  party to whom
notice is to be given,  or on the third (3rd) day after mailing if mailed to the
party to whom notice is given,  by first class mail,  registered  or  certified,
postage  prepaid,  and  properly  addressed  to that  party's  regular  place of
business. Either party may change the address to which notices to such party are
to be addressed by giving the other party hereto  written  notice of such change
in the manner herein set forth.

         10.4 Arbitration. In the event of any dispute concerning or arising out
of this  Agreement  (other  than a  dispute  arising  out of  Section 5 which is
provided  for in Section 6), such  dispute  shall be submitted by the parties to
arbitration. Arbitration proceedings may be commenced by either party giving the
other party written notice thereof and proceeding  thereafter in accordance with
the rules and  procedures  of the  American  Arbitration  Association.  Any such
arbitration  shall  take  place  before a single  arbitrator  only in San Diego,
California.  Any  such  arbitration  shall be  governed  by and  subject  to the
applicable laws of the State of California  (including the discovery  provisions
of the  California  Civil  Code  and the  California  Code of  Civil  Procedure,
including   specifically  Section  1283.05  of  the  California  Code  of  Civil
Procedure),   and  the  then  prevailing  rules  of  the  American   Arbitration
Association.  The arbitrator's  award in any such arbitration shall be final and
binding,  and a  judgment  upon  such  award  may be  enforced  by any  court of
competent jurisdiction.

         10.5 Attorneys'  Fees. If either party hereto  commences an arbitration
or other  action  against the other party to enforce any of the terms  hereof or
because  of the  breach  by such  other  party of any of the terms  hereof,  the
prevailing party shall be entitled,  in addition to any other relief granted, to
all actual out-of-pocket costs and expenses incurred by such prevailing party in
connection  with such action,  including,  without  limitation,  all  reasonable
attorneys'  fees, and a right to such costs and expenses shall be deemed to have
accrued upon the commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.

         10.6 No Third-Party  Benefits.  None of the  provisions of this
Agreement  shall be for the benefit of, or enforceable by, any third-party
beneficiary.

         10.7   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts  all of which together shall constitute one and the same instrument
with the same force and effect as though each of the parties  had  executed  the
same document.

         10.8  Governing  Law. This  Agreement is made and shall be governed by,
and construed and enforced in accordance with, the internal laws of the State of
California,  USA, without regard to the conflict of laws principles  thereof, as
the same apply to  agreements  executed  solely by residents of  California  and
wholly to be performed within California.

         10.9 Venue; Submission to Jurisdiction.  Each of the parties submits to
the  jurisdiction  of any state or federal  court  sitting in San Diego  County,
California,  in any action or  proceeding  arising  out of or  relating  to this
Agreement,  agrees that all claims in respect of the action or proceeding may be
heard and  determined  in any such court,  and agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each
of the parties waives any defense of  inconvenient  forum to the  maintenance of
any action or  proceeding  so brought  and  waives  any bond,  surety,  or other
security that might be required of any other party with respect thereto.

         10.10  Authority.   Each  of  the  persons   executing  this  Agreement
represents  and warrants that it is authorized to execute this Agreement and the
entity on whose behalf they are signing is bound by the terms hereof.

/  /  /  /

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as set forth below.


MICROMAT CORPORATION


By:      __________________________

Title:   __________________________

Date:    __________________________



ALLEGIANT TECHNOLOGIES, INC.

By:      __________________________

Title:   __________________________

Date:    __________________________



ESCROW AGENT

By:      __________________________

Title:   __________________________

Date:    __________________________