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Exhibit 10.42

             AMENDED AND RESTATED LIBERTY SOFTWARE LICENSE AGREEMENT

This Amended and Restated Liberty Software License Agreement ("Agreement") is
made and entered into as of the 31st day of March, 2002 (the "Effective Date")
between LIBERTY INTEGRATION SOFTWARE, INC., a British Columbia corporation,
having its offices at 938 Howe Street, Suite 906, Vancouver, B.C., Canada V6Z
1N9 ("Licensor"), and THE REYNOLDS AND REYNOLDS COMPANY, an Ohio corporation,
having its offices at One Reynolds Way, Kettering, Ohio 45430 ("Reynolds").

WITNESSES THAT WHEREAS:

A.       Licensor and Reynolds entered into a Liberty Software License Agreement
         effective as of January 18, 1999 (the "Prior Agreement") and a Source
         Code Escrow Agreement effective as of the same date (the "Escrow
         Agreement").

B.       Licensor and Reynolds desire to amend and restate the Prior Agreement
         in its entirety as set forth in this Agreement.

C.       Licensor and Reynolds desire all licenses and rights granted or
         provided to Reynolds for under the Prior Agreement to remain in effect
         perpetually and become subject to and governed by the license
         provisions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual obligations and rights of the
parties hereto, the parties hereby agree and covenant as follows:

1.       INTERPRETATION. The following Schedules are all a material part of this
         Agreement and are incorporated herein by this reference as if fully
         written in this Agreement:

         a)       Definitions - Schedule 1;

         b)       Price Matrix - Schedule 2;

         c)       Software Description - Schedule 3;

         d)       Compatible Software and Hardware - Schedule 4;

         e)       Support Services - Schedule 5;

         f)       Mutually Approved Specifications and Documentation - Schedule
                  6; and

         g)       Source Code Escrow Agreement - Schedule 7.

2.       DELIVERABLES. Licensor has delivered the Deliverables to Reynolds.
         Licensor has delivered to Reynolds all software and technical
         information appropriate to produce program encryption keys ("Program
         Keys") that will permit the Liberty Software used by Reynolds
         internally for development or Sublicensed and distributed by Reynolds
         to Customers in accordance with this Agreement to operate fully without
         restriction or time limits for Reynolds' uses and those of the properly

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         Sublicensed Reynolds Customers ("Program Key Software"). Licensor will
         promptly provide all updates related to the Program Keys so that
         Reynolds will at all times be able to produce an unlimited number of
         Program Keys for the Liberty Software and Deliverables. If Reynolds
         licenses New Releases pursuant to Section 8 herein, the Licensor will
         promptly provide all Program Keys so that Reynolds will at all times
         after licensing the New Releases be able to produce an unlimited number
         of Program Keys for all New Releases.

3.       INSTALLATION. Reynolds acknowledges that the Liberty Software and
         Program Key Software have been installed on the hardware platforms
         described in Schedule 4 and that Reynolds accepts the Liberty Software
         and Program Key Software as operating substantially in accordance with
         the material provisions of the Mutually Approved Specifications without
         delays, interruptions, data loss, errors or defects, subject to the
         Support and warranty obligations set forth herein.

4.       LICENSE. Licensor hereby grants to Reynolds a non-exclusive,
         irrevocable, personal, non-assignable (subject to Section 30 herein),
         perpetual, world-wide, royalty-free, fully-paid license to:

         a)       install, copy, reproduce, modify, and create derivative works
                  of the Liberty Software, and use the Liberty Software and
                  authorize the employees and contractors of Reynolds to do so,
                  worldwide on an unlimited number of computers, workstations
                  and servers for an unlimited number of users for all purposes
                  of Reynolds at any and all locations.

         b)       integrate the Liberty Software with other software written or
                  otherwise provided by Reynolds to create the Reynolds Software
                  using Reynolds employees and contractors for distribution
                  pursuant to an unlimited number of Sublicenses.

         c)       market, publicly display, demonstrate, sublicense, duplicate
                  and distribute worldwide the Liberty Software and Deliverables
                  with the Reynolds Software directly and indirectly to an
                  unlimited number of Customers of Reynolds pursuant to
                  Sublicenses and authorize Customers to install, copy, use or
                  publicly display or demonstrate the Liberty Software and
                  Deliverables with the Reynolds Software or otherwise enjoy the
                  rights Reynolds holds to the Liberty Software and Deliverables
                  without limitations with the Reynolds Software.

         d)       copy, reproduce, modify and create derivative works of the
                  Documentation in an unlimited number and any form and
                  distribute the same to Customers worldwide pursuant to
                  Sublicenses and for Reynolds' internal uses including for
                  back-up and archives, marketing, distribution, sublicensing,
                  training, service, support and maintenance, all subject to the
                  terms hereof. If Reynolds makes any modifications to the
                  Documentation then Reynolds will send a copy of such
                  modifications to Licensor for Licensor's prior written
                  approval before it may be released to any Customers, which
                  approval will not be unreasonably withheld or delayed;

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         e)       use Licensor's trademarks, subject to the restrictions herein;
                  and

         f)       use the Program Key Software and produce, sublicense and
                  deliver to Customers an unlimited number of the Program Keys
                  to enable operation of the Liberty Software and Deliverables
                  for use with the Reynolds Software.

5.       NEW RELEASES. From time to time Reynolds may request in writing that
         Licensor provide to Reynolds any New Releases that are made generally
         available in the marketplace or are made available to other customers
         of Licensor that are high-volume licensees similarly situated to
         Reynolds. Upon such request, Licensor will provide to Reynolds such New
         Releases for the direct costs and expenses Licensor incurs in providing
         any customizations required to use the New Releases with Reynolds
         Software. Licensor will provide all such New Releases pursuant to a
         perpetual license to use and sublicense an unlimited number of New
         Releases on the terms set out herein under Section 4 (LICENSE) and at
         the same time deposit an updated copy of the Source Code for such New
         Release pursuant to the Source Code Escrow Agreement. Upon delivery and
         Acceptance, all New Releases will be deemed to be part of the Liberty
         Software.

6.       OBJECT AND SOURCE CODE. The Liberty Software and the Deliverable are in
         executable object code and Licensor and Reynolds reaffirm the Source
         Code Escrow Agreement. Licensor represents that it has since the date
         of the Source Code Escrow Agreement, delivered all materials to the
         Escrow Agent as may have been required under the Source Code Escrow
         Agreement and the Prior Agreement. As applicable, Licensor will deliver
         to Escrow Agent all updates, New Releases and New Products to the
         Escrow Agent for the Source Code for the Liberty Software and Program
         Key Software within thirty (30) days of making such updates, New
         Releases and New Products available to Reynolds or generally available
         to the marketplace for the purpose of being held in escrow in
         accordance with the terms of the Source Code Escrow Agreement. The
         parties will each pay one-half of the cost of the escrow service
         charges payable to Escrow Agent. Licensor shall be entitled to add
         other parties to the Source Code Escrow Agreement as beneficiaries
         provided that no such addition will diminish any rights of or impose
         any obligations on Reynolds thereunder. Other than the fees set forth
         herein or any other fees payable for the licenses or support services
         related to the updated, New Releases or New Products, Reynolds shall
         not be obligated to pay any additional amounts as a condition to
         licensor's obligation to deliver any updates, New Release or New
         Product to the Escrow Agent. Notwithstanding anything to the contrary
         in the Source Code Escrow Agreement, Reynolds will be entitled to
         receive the source code from the Escrow Agent if Licensor ceases to
         provide Support Services pursuant to this Agreement or as requested by
         Reynolds or if the Source Code Escrow Agreement terminates for any
         reason.

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7.       SUBLICENSES. Licensor agrees that it will not contact the Customers
         directly without the prior consent of Reynolds. Any Sublicenses granted
         by Reynolds to Customers will be on the terms and conditions of the
         Reynolds Customer License, as it may be modified by Reynolds from time
         to time either in general or as to particular Customers. Reynolds may
         also sublicense the Reynolds Software through any distributor, agent or
         other remarketer. Reynolds may exercise any of the foregoing rights
         directly or indirectly through sublicensees and may enter into
         sublicenses with sublicensees to effectuate any such arrangement. All
         versions of the Liberty Software designed to operate on different
         hardware and operating system platforms are available for Reynolds to
         use, market and Sublicense pursuant to the Licenses granted herein.

8.       MAINTENANCE. Reynolds is only entitled to provide support and New
         Releases, if applicable, to Reynolds Customers that are properly
         Sublicensed for the Liberty Software by Reynolds. Commencing on the
         Effective Date, Licensor will provide to Reynolds the Support Services
         described on the attached Schedule 5 for the current version of the
         Liberty Software used together with the Reynolds Software as of the
         Effective Date ("Support Services"). During the Term, as requested by
         Reynolds Licensor will provide one-hundred and twenty-five (125) hours
         of Support Services annually ("Annual Standard Support") to Reynolds
         without charging Reynolds any fees in addition to the payments set
         forth in Section 9 of this Agreement. If Reynolds requests Support
         Services in excess of the Annual Standard Support, then Licensor will
         provide the Support Services at the rates that Licensor generally
         offers in the marketplace to its similarly situated high-volume
         licensees ("Excess Support Fees"). If Reynolds licenses any Updates or
         New Releases, then upon written request of Reynolds, Licensor will
         provide support services for updates and New Releases at the rates that
         Licensor generally offers in the marketplace to its similarly situated
         high-volume licensees.

9.       PAYMENTS. In consideration of the license and rights granted herein
         (the "License"), and the other obligations of Licensor under this
         Agreement, Reynolds shall pay to Licensor the sum of Two Million
         Dollars ($2,000,000) by a negotiable instrument drawn upon immediately
         available funds upon full execution of this Agreement by Licensor and
         Reynolds. Except for any undisputed amounts owed by Reynolds to
         Licensor for licenses for the Liberty Software or Support received from
         the Licensor between October 1, 2001 through March 31, 2002 which will
         be paid by Reynolds pursuant to the payment provisions of the Prior
         Agreement, this payment satisfies and is full payment for any and all
         outstanding or unpaid amounts, fees charges or other sums Reynolds owes
         or may owe for licenses, Deliverables and services received prior to
         the Effective Date of this Agreement and for licenses, Deliverables and
         services provided pursuant to this Agreement and the Prior Agreement.

         Except for the payment required under the preceding sentence, any
         amounts Reynolds may owe for Excess Support Fees pursuant to Section 8
         or any amounts Reynolds may owe to license New Releases or receive
         support services for New Releases, Reynolds shall not have any
         obligation to pay any amounts, fees, charges, royalties or other sums
         to Licensor and any previous sums owed and other liabilities of
         Reynolds to Licensor or its affiliates are released and satisfied in
         full hereby.

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         a)       Licensor will invoice Reynolds at the end of each calendar
                  quarter for any Excess Support Fees or licenses or support
                  services related to New Releases ordered by Reynolds related
                  to the previous calendar quarter and such amounts will be due
                  and owing thirty (30) days after Reynolds receives such
                  invoice. If Reynolds has failed to pay any sums owed hereunder
                  for the Excess Support Fees for more than 45 days after
                  written notice of the failure to pay has been given by
                  Licensor to Reynolds, then such unpaid sum shall accrue late
                  payment interest at the rate of the Prime Rate announced by
                  NationsBank in Atlanta, Georgia plus two (2%) percent per
                  annum, provided the interest rate shall not exceed the rate
                  permitted by law or 12%, whichever is less.

         b)       Reynolds shall pay and indemnify and save Licensor harmless
                  from all sales, commodity and other like taxes and
                  governmental charges applicable to the licenses granted and
                  services provided herein, except that Reynolds will not be
                  obligated to pay any Canadian taxes other than those due and
                  payable directly from the sale by Reynolds of a Sublicense to
                  a Customer.

10.       [INTENTIONALLY OMITTED]

11.      [INTENTIONALLY OMITTED]

12.      MARKETING AND DISTRIBUTION LIMITATIONS. The Liberty Software may be
         marketed and the Program Keys distributed only as part of the Reynolds
         Software and Reynolds shall not integrate any part of the Liberty
         Software into any other products or grant any sublicenses whatsoever to
         use the Liberty Software except as it is integrated into the Reynolds
         Software. Reynolds may market the Reynolds Software under any Reynolds'
         trademark or product name selected by Reynolds, either alone or with
         Licensor's trademarks for the Liberty Software, provided that any use
         by Reynolds of Licensor's trademarks will be subject to any trademark
         usage guidelines provided by Licensor to ensure that such trademarks
         are protected and preserved as such. Nothing contained herein will be
         deemed to give Reynolds any rights or ownership in the Licensor's
         trademarks except the rights herein specified.

13.      ACCEPTANCE OF NEW SOFTWARE. For New Releases and any New Products,
         Reynolds shall ensure that all hardware on which the New Releases or
         New Products are to be installed is in good operating order. Reynolds
         will be deemed to have accepted that the New Releases or New Products,
         as the case may be, operates in accordance with the documentation and
         the mutually approved specifications therefore unless an officer of
         Reynolds has, within 60 Days After Installation thereof in accordance
         with the work order or development contract with respect thereto, given
         written notice (a "Defect Notice") to Licensor that there are material


                                     Page 5
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         delays, interruptions, data loss, errors or defects in the New Releases
         or New Products, as the case may be with all particulars thereof. If
         Licensor does not receive a Defect Notice by the end of 60 Days After
         Installation then the New Releases or New Products will be deemed to be
         accepted by Reynolds and all amounts payable, if any, by Reynolds
         therefore will then be due and payable as provided for in an applicable
         work order or development contract for New Products. If Licensor
         receives a Defect Notice within 60 Days After Installation then:

         a)       Reynolds may continue using the previous version of the New
                  Releases or New Products and will cease all use of the New
                  Releases or New Products;

         b)       Licensor will continue providing all Support Services for the
                  previous version of the New Releases or New Products in
                  accordance with the applicable Support Services agreement
                  between Reynolds and Licensor; and

         c)       Licensor shall use its best commercial efforts to correct any
                  errors preventing the New Releases or New Products, as the
                  case may be, from operating in accordance with the
                  specifications therefore in the work order or development
                  contract for New Products, if any.

14.      TERMINATION OF NEW PRODUCT RIGHTS. If a New Product is provided to
         Reynolds pursuant to a statement of work under which Reynolds is
         obligated to pay Licensor fees for the New Product (other than fees
         related to support services), then if a New Product does not operate in
         accordance with the specifications therefore within three months after
         60 Days After Installation then Reynolds shall be entitled to elect to
         terminate its right and any obligations to continue using such New
         Products and if Reynolds so terminates its rights then Licensor shall
         refund any sums pre-paid with respect to such New Product that has not
         been credited to charges under this Agreement including interest owed
         by Reynolds, except as otherwise provided for in the work order or
         development contract for the New Product.

15.      CUSTOM CHANGES. Reynolds may request that Licensor perform certain
         development activities. In the event of such a request, Licensor agrees
         to the following unless such actions would make it difficult for
         Licensor to pursue its own development plans or make it difficult to be
         competitive in its business:

         1)       Pay the Time and Material costs of Licensor to develop the new
                  products outside of their current Roadmap/Development
                  direction and Licensor will perform such development as
                  provided below.

         2)       If the timeframe does not meet Reynolds' requirements, then
                  Reynolds can request an escalation of the schedule and pay
                  Time and Material costs to release the new product earlier.

         3)       In the event that any of the products that Reynolds has paid
                  to develop are offered by Liberty to the market then Reynolds
                  will be reimbursed for the sums previously paid by Reynolds
                  for such development by Licensor paying to Reynolds each
                  Quarter a sum equal to twenty (20%) percent of the license fee
                  received by Licensor from licensing that software to the
                  market for the new product until the total sums paid by
                  Reynolds for such development have been paid in full.

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         As provided above, Licensor will make changes to any of the Liberty
         Software if Reynolds requests such changes provided that Licensor shall
         not be requested to and will not change any of the Liberty Software
         that would cause it to cease to be Standard Compliant. The cost of
         changes to any existing Liberty Software and New Releases will be
         charged to Reynolds at the lowest rates then charged by Licensor for
         such work to its other customers, provided that Reynolds will not be
         obligated to pay for changes required for the Liberty Software to
         conform to the Documentation and the Mutually Approved Specifications
         or required pursuant to the Support Services or warranty provisions of
         this Agreement or the Support Services Schedule ("Time and Materials").

16.      TRAINING. Licensor will provide, for the additional charges from time
         to time agreed upon by both parties, training at the times and
         locations requested by Reynolds for its employees and contractors in
         the proper operation of the Liberty Software, the proper installation
         and configuration of the Liberty Software by Reynolds' employees and
         contractors and the proper support, maintenance, error correction,
         problem resolution and end user training appropriate for Reynolds'
         employees and contractors to maintain and train Reynolds' employees and
         Customers. Reynolds agrees to reimburse Licensor for expenses or other
         charges that have been previously approved in writing by Reynolds.
         Reynolds will have the right to train additional personnel at its cost.
         Licensor will, for the additional charges from time to time agreed upon
         by both parties, provide Reynolds with all training manuals and
         courseware (in all formats) that Licensor has available from time to
         time. During the Term, Licensor will provide such training for the
         charges of $2,000 per day or the then current training prices of
         Liberty if less plus actual, reasonable travel expenses incurred by
         Licensor in providing the training, provided that Reynolds will not be
         required to pay for any expenses that are not substantiated by a
         receipt.

17.      REFERRAL FEES. Nothing herein shall prevent Licensor from directly
         granting licenses to use or sublicense the use of the Liberty Software
         to any parties. If Reynolds delivers a written notice to Licensor of a
         prospective licensee in the Applicable Market that would be interested
         in purchasing licenses for the Liberty Software, expressly excepting
         Automated Data Processing Company (ADP) ("Prospect") and subsequently
         Licensor does license the Liberty Software to such Prospect then
         Licensor will pay to Reynolds a referral fee equal to three (3%)
         percent of the total license fees paid by the Prospect to Licensor for
         Liberty Software licenses, provided that if Licensor was already in
         contact with that Prospect then Reynolds will only be entitled to a
         referral fee if Reynolds introduced Licensor to a decision maker at the
         Prospect who Licensor had not previously met.

18.      TERM. The term of all licenses and sublicense granted hereunder shall
         be perpetual and shall not be subject to expiration or termination for
         any reason whatsoever. As to the support and other obligations under


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         this Agreement, the term shall begin on the Effective Date and continue
         for five (5) years thereafter. At least sixty (60) days prior to the
         end of this Agreement, upon Reynolds' written request, Reynolds may
         renew this Agreement for successive one (1) year periods and Licensor
         will continue to provide the Support Services at the rates that
         Licensor generally offers in the marketplace to its similarly situated
         high-volume licensees. Regardless of the termination or expiration of
         the Term, all of Reynolds' rights and licenses granted under this
         Agreement are perpetual and shall not terminate for any reason
         whatsoever.

19.      REYNOLDS COVENANTS. Reynolds will loan and deliver to Licensor upon
         reasonable request:

         a)       one copy of the Reynolds Software and associated documentation
                  in the format specified by Licensor for use only in Licensor's
                  office for internal use only to provide Support Services to
                  Reynolds and for no other purposes; and

         b)       one (1) system of hardware and operating system that
                  replicates Reynolds' then current computing environment to
                  assist Licensor with support, maintenance and design
                  enhancements, provided that Reynolds will deliver such
                  equipment and hardware described in this sub-section within
                  thirty (30) days of full execution of this Agreement.

         Upon Reynolds' written request, Licensor will return all copies of the
         Reynolds' Software to Reynolds, and Licensor's obligation to provide
         Support Services to Reynolds will terminate upon such return of the
         Reynolds' Software.

20.      WARRANTY. Licensor warrants to Reynolds that:

         a)       the Liberty Software is and any New Releases and New Products
                  will be free of material defects, bugs, viruses, time bombs,
                  disabling code, trojan horses, or errors that prevent or can
                  prevent it from operating in accordance with the Documentation
                  and the Mutually Approved Specifications in the 120 days after
                  Post GCA Installation in the Customer's site;

         b)       the Liberty Software is and any New Products will be
                  compatible with and will perform in accordance with the
                  Documentation and Mutually Approved Specifications in
                  conjunction with and on the same platform with the Compatible
                  Software and Hardware and the current data and data format of
                  Reynolds, provided that data format is fully and accurately
                  converted as provided in the Documentation and Mutually
                  Approved Specifications. Licensor will within a commercially
                  reasonable period after notice of any failure of the Liberty
                  Software, provided such notice is received by Liberty within
                  the 60 Days After Installation, correct such failure to
                  conform to the Documentation and the Mutually Approved
                  Specifications;

         c)       all responses and corrections by Licensor will be accomplished
                  in a commercially reasonable period of time in accordance with
                  the procedures set forth in the Support Services Schedule;

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         d)       Licensor will not make any changes to the Liberty Software in
                  a New Release that results in the Liberty Software released
                  earlier failing to operate or perform in accordance with the
                  Documentation and Mutually Approved Specifications in a manner
                  which adversely affects performance or compatibility in any
                  manner unless approved by Reynolds in a writing signed by a
                  duly authorized Vice President or President; and

         e)       the Source Code for the Liberty Software deposited from time
                  to time into escrow will compile into an object code version
                  that conforms to the foregoing warranty.

         f)       Licensor holds all rights necessary to grant the licenses and
                  benefits to Reynolds as set forth in this Agreement and that
                  execution of this Agreement does not breach or violate any
                  other agreement to which Licensor is a party.

         THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,
         WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO,
         THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE.

21.      [INTENTIONALLY OMITTED]

22.      INFRINGEMENT. On being notified, Licensor will promptly investigate and
         defend, at its expense, all Actions in which Reynolds, is made a
         defendant or claimed potential defendant for any alleged infringement,
         contributory infringement, inducement of infringement or unauthorized
         or unlawful use of any patent, copyright, trademark, trade secret, mask
         work, proprietary data or other information, or claim of right, title
         or interest by another party in any Liberty Software, New Product or
         Documentation, in any case resulting from the sale, use, lease or other
         disposition of any Liberty Software under this Agreement
         ("Infringement"). In order to be entitled to the benefit of this
         indemnity, Reynolds must: (i) provide Licensor with prompt written
         notice of all details of the initial claim and lawsuit relating
         thereto; (ii) permit Licensor the right to defend, appeal, compromise
         or settle the lawsuit in the reasonable judgment of Licensor; and (iii)
         provide Licensor with all available information, reasonable assistance,
         authority and cooperation to enable Licensor to defend, appeal,
         compromise or settle the lawsuit. Licensor will pay and discharge all
         judgments or decrees rendered in any such Action against Reynolds to
         the extent that the Liberty Software or any New Product is the cause
         thereof. Licensor may settle any Action on terms and conditions of
         Licensor's selection, provided they are not in conflict with the terms
         of this Agreement and Licensor pays all settlement amounts. Reynolds
         may participate in any Action at its expense, subject to the additional
         rights described below. If Licensor fails to promptly investigate,
         defend, appeal or settle, then Reynolds will, following written
         notification to Licensor and the elapse of at least 30 days after such
         notice is received by Licensor if during such time Licensor has not
         taken reasonable steps to investigate, defend, appeal or settle the
         matter, have the right from that time on to have sole control of the
         defense of such Action and all negotiations for its settlement or


                                     Page 9
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         compromise, and Licensor will pay, as they become due, all costs,
         expenses, and reasonable attorneys' and experts' fees incurred by
         Reynolds in undertaking such actions and any judgments or decrees which
         may be rendered against or any settlements or compromises that may be
         entered into by Reynolds relating to a claim indemnified against
         hereunder to the extent that the Liberty Software or any New Product is
         the cause thereof. Licensor indemnifies and agrees to hold harmless
         Reynolds from all costs, expenses, liabilities, damages and attorneys'
         and experts' fees arising from any alleged or actual Infringement and
         will pay all judgments and other amounts payable on any settlement or
         compromise arising from all Actions involving Infringement.

23.      LIABILITY LIMITS. In no event will Reynolds, or any of its officers,
         directors, employees, shareholders or representatives be liable to
         Licensor or any other party for any special, indirect, incidental,
         exemplary or consequential damages, even if Reynolds has been notified
         of the possibility or likelihood of such damages occurring, regardless
         of the form of action, whether in contract, negligence, strict
         liability, tort, products liability or otherwise. In no event will
         Reynolds' liability for any damages to Licensor or to any third party
         in the aggregate ever exceed the amount of one hundred and fifty (150%)
         percent of the aggregate license fees and other sums paid by Reynolds
         hereunder, regardless of the form of action, whether in contract,
         negligence, strict liability, tort, products liability or otherwise.
         Licensor acknowledges and agrees that in no event shall Reynolds'
         officers, directors, employees, shareholders or representatives be
         liable to Licensor. The parties agree that these limits of liability
         shall survive and continue in full force and effect despite any
         termination or expiration of the Term.

24.      OWNERSHIP. The License is not a sale of the Liberty Software,
         Documentation or any copies thereof. Licensor retains all ownership of
         the Liberty Software and the Documentation and all copies thereof
         regardless of the form or media in which such copies may exist and
         Reynolds only receives those rights to licenses to the Liberty Software
         and Documentation as set forth herein. Reynolds will own any works
         created by Reynolds; however, it is understood that this sentence will
         not give Reynolds any ownership rights in the Liberty Software and
         Documentation.

25.      MARKS. Reynolds will not claim any trademarks, tradenames, logos or
         other indicia of Licensor which indicate the source of the Liberty
         Products or use any such marks in any manner inconsistent with the
         guidelines published by Licensor. Licensor will not claim any marks of
         Reynolds or use any such marks in any manner inconsistent with the
         guidelines published by Reynolds. Licensor will be entitled to refer to
         Reynolds as a user of Liberty Software in Liberty marketing materials,
         provided that Reynolds first approves in writing in each case the
         manner and form of the reference.

26.      USER RESTRICTIONS. Reynolds will not make any attempts or assist any
         third party in any way to translate, modify, adapt, disassemble,
         decompile or reverse engineer the Liberty Software or create derivative
         works based on the Liberty Software or Documentation except as
         otherwise provided herein. Reynolds will use and distribute the Liberty
         Software only in compliance with all applicable laws including the
         export and import laws of United States. Licensor warrants that the
         Liberty Software is not subject to any export or import restrictions or
         tariffs of Canada.

                                    Page 10
<PAGE>

27.      LIMITATION OF LIABILITY. The liability and obligations of Licensor
         hereunder shall be limited as follows:

         a)       INFRINGEMENT CONSEQUENTIAL DAMAGES. In no event will
                  Licensor's liability to Reynolds or any other party for
                  special, indirect, incidental, exemplary or consequential
                  damages actually suffered by Reynolds as a result of
                  liabilities, obligations, indemnities and warranties under
                  Section 22 exceed 400% of the aggregate license fees and other
                  sums paid by Reynolds hereunder (the "Aggregate Fees"), even
                  if Licensor has been notified of the possibility or likelihood
                  of such damages occurring ("Licensor Has Been Notified").

         b)       INFRINGEMENT DIRECT DAMAGES. In no event will Licensor's
                  liability to Reynolds or any other party for direct damages,
                  liabilities, obligations, indemnities and warranties under
                  Section 22 that are not covered by clause (a) above ("Direct
                  Damages") exceed 500% of the Aggregate Fees, even if Licensor
                  Has Been Notified.

         c)       NO OTHER CONSEQUENTIAL DAMAGES. Except for any liability and
                  obligations related to personal injury, death or property
                  damages, in no event will Licensor have any liability
                  whatsoever to Reynolds or any other party for any special,
                  indirect, incidental, exemplary or consequential damages other
                  than those referred to in clauses (a) hereof.

         d)       OTHER DIRECT DAMAGES. Except for any liability and obligations
                  related to personal injury, death or property damages, in no
                  event will Licensor's liability to Reynolds or any other party
                  for any direct damages other than those referred to in clause
                  (b) hereof exceed 150% of the Aggregate Fees, even if Licensor
                  Has Been Notified.

         e)       FORM OF ACTION. The limitations herein shall be applicable
                  regardless of the form of action, whether in contract,
                  negligence, strict liability, tort, products liability or
                  otherwise.

         f)       SURVIVAL. The parties agree that these limits of liability
                  shall survive and continue in full force and effect despite
                  any termination or expiration of the Term.

         g)       DIRECTORS, OFFICERS ETC. NOT LIABLE. In no event will any of
                  Licensor's officers, directors, employees, shareholders or
                  representatives be liable to Reynolds or any other party for
                  any damages arising under this Agreement from any cause
                  whatsoever.

28.      GOVERNING LAW. This license will be governed by the substantive laws of
         the State of Ohio in the United Sates without regard to conflict of
         laws provisions. The United States Convention on the International Sale
         of Goods and the United Nations Convention on the Formation of
         Contracts for the International Sales of Goods will not be applied to
         this Agreement. This document is written in English and English is the
         controlling language for the Agreement. Licensor will comply, in the
         performance of this Agreement, with all applicable federal, state,
         local and other governmental laws and regulations.

                                    Page 11
<PAGE>

29.      SEVERABILITY. In the event a provision of this Agreement will be held
         unenforceable, it will be deemed severable from the remaining
         provisions and will in no way affect the validity or enforceability of
         this Agreement.

30.      ASSIGNMENT. Reynolds may not assign its rights without the consent of
         Licensor, which will not be unreasonably withheld or delayed. Licensor
         may not assign its rights without the consent of Reynolds, which will
         not be unreasonably withheld or delayed. Notwithstanding the above,
         either party may assign its rights in the event of a sale of all or
         substantially all the assets or stock of the assignor or pursuant to a
         merger or reorganization as long as the assignor remains liable and
         obligated hereunder and the assignee assumes all liabilities and agrees
         to perform all obligations hereunder.

31.      NOTICES. Except as otherwise specifically provided herein, any notice
         required or permitted to be sent by this Agreement will be in writing,
         addressed, in the case of Reynolds, to the attention of the Legal
         Department, and in the case of Licensor, to the attention of the Chief
         Financial Officer, and will be (i) delivered by hand, (ii) sent by a
         nationally recognized overnight courier, (iii) sent by fax to Reynolds
         at 937-485-0978 or to Licensor at 604-633-9892 (if the receiving
         machine confirms receipt through answerback and the sending machine
         prints a paper copy of the answerback message), or (iv) mailed by
         registered, certified mail or other pre-paid, receipted delivery
         service, return receipt requested, to the address of the recipient set
         forth in the first paragraph of this Agreement or such other address as
         Reynolds or Licensor may give notice of to the other from time to time.

32.      ENTIRE AGREEMENT. This Agreement and the attached Schedules constitute
         the entire agreement of the parties and supersede any other agreement
         or understanding, written or oral, that may have been made or entered
         into with regard to the subject matter hereof by Licensor or Reynolds
         including the Prior Agreement. Licensor agrees that no further sums are
         owed by Reynolds pursuant to the interim letter agreement between the
         parties dated November 25, 1998 or the Prior Agreement.

33.      AMENDMENT. No provision of any communication or invoice sent by
         Licensor will be effective to modify any terms of any order or this
         Agreement. This Agreement may not be altered, amended or modified
         except by formal agreement in writing signed by duly authorized
         representatives of both parties, except as expressly provided herein.
         Only a vice-president or higher officer of Reynolds can be an
         authorized representative of Reynolds provided that Reynolds will on
         request from Licensor provide Licensor with a list of the names of such
         individuals.

                                    Page 12
<PAGE>

34.      NO WAIVER. Any waiver or delay in the exercise by a party of its right
         to enforce any provision of this Agreement for any breach by the other
         party will not prejudice such party's right of enforcement for such
         breach or any further, continuing or other breach by the other party.

35.      NO LIMITATION. Neither this Agreement nor Licensor's responsibilities
         hereunder will be construed as preventing or in any way limiting
         Reynolds' right to acquire, develop, market, distribute, sublicense,
         support or maintain, at any time, any products or parts similar or
         related to or competitive with the Liberty Software, including by
         purchase from any third party vendors or by development by Reynolds or
         any third party on Reynolds' behalf. Reynolds will determine, in the
         exercise of its sole discretion, the level, if any, of effort it will
         exert to market or promote the Reynolds Software.

36.      CONFIDENTIALITY. Except as permitted by this Agreement, neither party
         will use the Confidential Information of the other. Each party will use
         reasonable efforts, to the extent it does for its own proprietary and
         confidential information of like nature, to prevent any Confidential
         Information of the other party from being disclosed to third parties.
         Reynolds and Licensor covenant not to use any Confidential Information
         of the other except in the proper performance of its obligations under
         this Agreement. This paragraph will not apply to any information which
         is:

         a)       or becomes public knowledge through no wrongful act of the
                  receiving party;

         b)       already known to the receiving party;

         c)       rightfully obtained by the receiving party from any third
                  party without similar restriction and without breach of any
                  obligation owed to the disclosing party;

         d)       independently developed by the receiving party but not in
                  contravention of this Agreement;

         e)       furnished to a third party by the disclosing party without a
                  similar restriction on the third party's rights;

         f)       disclosed pursuant to a lawful requirement or request of a
                  governmental agency;

         g)       approved for release by written authorization of the
                  disclosing party; or

         h)       disclosed in an enforcement or defense in a court of law
                  pursuant to this Agreement or as is appropriate to assert and
                  protect the rights of either party.

         Despite the restrictions of this paragraph, Reynolds will be entitled
         to provide Licensor's Confidential Information to third party
         contractors of Reynolds who have executed a written confidentiality
         agreement, provided that Licensor is expressly stated to be a
         beneficiary of such confidentiality agreement and Reynolds provides
         Licensor with copies of all such confidentiality agreements forthwith
         after they are executed. If Licensor refers to Reynolds in any of
         Licensor's promotional material in any media then Licensor will


                                    Page 13
<PAGE>

         strictly comply with any restrictions or standards applicable to the
         use of Reynolds' name or trademarks that Reynolds may specify. Licensor
         will not use Reynolds's name or any of its trademarks, service marks,
         trade names or logos, except with the express prior written consent of
         Reynolds to the specific use. The provisions of this Section shall
         survive for any trade secret for so long as such information qualifies
         as a trade secret under applicable law and for five years following
         initial disclosure of the applicable Confidential Information that does
         not rise to the level of a trade secret. Licensor and Reynolds each
         acknowledges that all information concerning the other party, its
         business plans, proprietary rights, customers and suppliers will be
         deemed Confidential Information of such other party.

37.      CONFIDENTIALITY REGARDING SPECIFIC INFORMATION. Licensor acknowledges
         that it may from time to time have access to confidential information
         of Reynolds and Customers including Reynolds' methods of providing
         installation, implementation and related services for any and all
         computer hardware, software, peripherals and other products connected
         to or associated with the Reynolds' Software or hardware products
         (collectively and individually the "Reynolds Confidential
         Information"). Licensor agrees that all information regarding the
         Reynolds Confidential Information is Confidential Information for
         purposes of this Agreement.

38.      NO PARTNERSHIP. Reynolds and Licensor hereby confirm that the
         relationship between them is that of independent contractors and they
         are not and do not intend to be partners or joint venturers and that
         neither party has any authority or right to contract in the name of or
         on behalf of the other party.

39.      NO SOLICITATION. Neither party will solicit for employment the
         employees of the other party hereto using knowledge about that employee
         or contact with that employee that was obtained through the performance
         of this Agreement. Nothing herein will prohibit either party from
         hiring any employees of the other party unless such employees were
         solicited by personnel who knew of that employee because of performance
         pursuant to this Agreement.

40.      AFFILIATE OBLIGATIONS. Reynolds will (i) advise Licensor of all
         Affiliates who are using or distributing the Liberty Software, and (ii)
         take commercially reasonable steps to ensure that all Affiliates who
         are using the Liberty Software will observe all the terms and
         conditions of the license and all covenants related thereto. Reynolds
         shall indemnify Liberty from the damages resulting from default of any
         obligations of this Agreement by any of its Affiliates, provided
         Licensor gives Reynolds prompt notice of such default and opportunity
         to defend and cure the default.

41.      CURRENCY. All references to dollars are to the currency of the United
         States.

42.      [INTENTIONALLY OMITTED]

43.      INVESTMENT. Within five (5) business days after the Effective Date: (a)
         Reynolds shall loan $500,000 to Licensor's parent company, General
         Automation, Inc. ("GA") by wire transfer of immediately available
         funds; and (b) GA shall execute an unsecured promissory note in favor
         of Reynolds in the original principal amount of $500,000 and containing


                                    Page 14
<PAGE>

         the following terms: (i) interest at the rate ten percent (10%) per
         annum prior to maturity and fourteen percent (14%) per annum after
         maturity; (ii) mandatory conversion into securities of GA and or its
         affiliates issued as part of an arms length capital-raising by GA in an
         amount of at least $500,000 (exclusive of the converted Reynolds note)
         which is anticipated to close not more than 60 days after the Effective
         Date; and (iii) other customary terms for investments of this amount
         and type ("the Investment"). The licenses and other rights granted to
         Reynolds under this Agreement shall be effective as of the Effective
         Date and shall not be conditioned upon closing of the Investment.

IN WITNESS WHEREOF Reynolds and Licensor have executed and delivered this
Agreement by their respective duly authorized signatories as of the date first
above written.


LIBERTY INTEGRATION SOFTWARE               THE REYNOLDS AND REYNOLDS COMPANY



By:                                        By:
   ----------------------------------          ---------------------------------
      Title:                                     Title:


Date:                                      Date:
     --------------------------------           --------------------------------


                                    Page 15
<PAGE>

                                   SCHEDULE 1


                                   DEFINITIONS

In addition to definitions set out in the Agreement, the following terms have
the meanings set forth below for purposes of this Agreement and all Schedules
thereto and ancillary documents:

1.       "60 Days After Installation" means, with respect to any software
         provided by Licensor hereunder, the period between the date of
         completion of Post GCA Installation of such software in accordance with
         the applicable specifications and terms of delivery and the 60th day
         thereafter.

2.       "Actions" means any bona fide allegations, claims, suits, cause of
         action, arbitrations, actions, or proceedings.

3.       "Affiliates" means any wholly-owned subsidiaries of Reynolds and any
         subsidiaries in which Reynolds owns at least twenty (20%) percent of
         the voting equity interests, but only while and as long as it remains
         so owned by Reynolds.

4.       "Applicable Market" means the market for:

         a)       the retail sale, short term rental or extended term lease of
                  new or used automobiles, pickups, trucks, trailers, vans and
                  other vehicles ("other vehicles" to include motorcycles and
                  other power sports equipment and recreational vehicles) or the
                  repair or sale of replacement parts, tires, batteries and
                  automotive accessories for new or used automobiles, pickups,
                  trucks, trailers, vans or other vehicles; or

         b)       the distribution of new or used automobiles, pickups, trucks,
                  vans and other vehicles; or

         c)       the manufacture of new or used automobiles, pickups, trucks,
                  vans and other vehicles.

5.       "Compatible Software and Hardware" means the software and hardware
         described in Schedule 4.

6.       "Confidential Information" of a party means the party's trades secrets
         under applicable law and any proprietary or confidential information
         disclosed to the other party in confidence, whether or not marked
         "CONFIDENTIAL".

7.       "Critical Error" means an error that causes the Liberty Software or any
         New Product to produce materially incorrect results or to cease or
         delay program operation in such a manner as to have a materially
         adverse impact on the use of the Liberty Software or New Product in the
         user's business, including, without limitation, errors that cause it to
         "hang" or "crash".

<PAGE>

8.       "Customers" means the customers of Reynolds who are granted Sublicenses
         to use the Reynolds Software.

9.       "Deliverables" means the Golden Master CD-ROMs of the Liberty Software,
         Documentation (in hard copy printed form similar to that form delivered
         by Licensor to its customers) and the program and documentation
         therefore explaining the logic to produce the software key which
         permits the Liberty Software to be operable by Customers.

10.      "Documentation" means all documents described in Schedule 3.

11.      "Escrow Agent" means the party is the assignee of the Source Code
         Escrow Agreement between Reynolds and Licensor (the original escrow
         agent, Fort Knox, having since assigned its rights).

12.      "Liberty Software" means the software products in object code
         executable form only described in Schedule 3 and all New Releases and
         modifications thereto developed or marketed by Licensor, in all cases
         as provided by Licensor unmodified by any other party including
         Reynolds.

13.      "Licensor" means Liberty Integration Software, Inc.

14.      "Mutually Approved Specifications" means the specifications and
         Reynolds requirements attached and/or described in Schedule 6 and such
         additional specifications as may be added thereto with respect to any
         New Releases or New Products.

15.      "New Liberty Software" means all software licensed by Licensor to the
         market that implements a standard that is published by a recognized
         standards group or industry leader. Such software must be considered a
         follow on or alternative to the Liberty Software, for example ODBC and
         OLEdb, except that New Liberty Software will not include the software
         developed by Licensor and known as "Liberator."

16.      "New Products" means object code executable files for any custom
         software products prepared for Reynolds by Licensor delivered hereunder
         or pursuant to any work order or development contract between Reynolds
         and Licensor.

17.      "New Releases" means object code executable files for: (a) all present
         and future versions, releases, enhancements, error corrections and
         updates for any portion of the Liberty Software and Program Key
         Software released by Licensor; (b) subject to the condition stated
         therein, New Liberty Software; and (c) any new Products that have
         substantially new functionality, even if such products are based on or
         otherwise include the Liberty Software or functionality or features
         included in the Liberty Software or Program Key Software.

                                       2
<PAGE>

18.      "Post GCA Installation" means that the particular version of the
         Reynolds Software referred to has been released by Reynolds'
         engineering department and has been through a pilot test lasting not
         more than 90 days and has, subsequent to the pilot test, been installed
         at the site of any Customer that was not involved in the pilot test or
         continues to be used by a Customer that was involved in the pilot test.

19.      "Program Key" - is defined in Section 2 of this Agreement.

20.      "Program Key Software" - is defined in Section 2 of this Agreement.

21.       "Reynolds" means The Reynolds and Reynolds Company and its Affiliates.

22.      "Reynolds Software" means the software products and data structures
         marketed by Reynolds and Affiliates related to the product line (and
         related services) commonly referred to as the ERA system as it may be
         updated from time to time (including without limitation any changes to
         the name of the ERA product line or changes to the hardware platform).

23.      "Reynolds' Customer License" means the standard form license agreement
         entered by Reynolds with its Customers for use of the Reynolds
         Software, provided that Reynolds shall give prior written notice to
         Licensor of changes that materially reduce the protection of Licensor.

24.      "Source Code" means the human readable programming software code and
         other forms of software programming code that can be compiled or
         converted into machine executable object code versions of the user
         loadable programs and the programmers' flow charts, comments and notes
         to all such code, software and related materials and any modifications,
         revisions, enhancements, error corrections, upgrades of or replacements
         for such items in all printed, electronic and other forms.

25.      "Standard Compliant" with respect to a program means that the program
         conforms to the published Open Database Connectivity standard or the
         published Java Database Connectivity standard.

26.      "Sublicense" means the right of a Customer to use the components of the
         Liberty Software that are integrated into the Reynolds Software
         pursuant to a Reynolds' Customer License and the applicable Program
         Key..

27.      "Support" means support and maintenance services to be provided by
         Licensor pursuant to this Agreement as described in the Support
         Services Schedule.

28.      "Term" shall have the meaning set forth in Section 18.

                                       3
<PAGE>


                                   SCHEDULE 2

                             [INTENTIONALLY OMITTED]





<PAGE>


                                   SCHEDULE 3

                             [INTENTIONALLY OMITTED]

<PAGE>



                                   SCHEDULE 4

                             [INTENTIONALLY OMITTED]


<PAGE>



                                   SCHEDULE 5

                             [INTENTIONALLY OMITTED]



<PAGE>


                                   SCHEDULE 6

                             [INTENTIONALLY OMITTED]




<PAGE>


                                   SCHEDULE 7


                             [INTENTIONALLY OMITTED]

<PAGE>


                                    EXHIBIT A
                                    ---------


FEES TO BE PAID BY LICENSEE FOR THE FIRST FULL YEAR AFTER THE DATE OF THIS
AGREEMENT SHALL BE AS FOLLOWS:

         Non-standard Agreement                                   $____

         Initialization fee                                       $____

         Maintenance/Storage fee                                  $____

         Maintenance/Storage fee (foreign license)                $____

         Registration fee                                         $____

         Product Updates                                          $____


FEES TO BE PAID BY LICENSEE FOR THE SECOND FULL YEAR AFTER THE DATE OF THIS
AGREEMENT SHALL BE AS FOLLOWS:

         Maintenance/storage fee                                  $____

         Maintenance/storage fee (foreign license)                $____

         Registration fee                                         $____

         Product Updates                                          $____


     PAYABLE BY LICENSEE TO FORT KNOX

         Release of SOURCE CODE

         At PRODUCER'S request                                    $____

         At LICENSEE'S request                                    $____


Thereafter, fees shall be subject to the then-current pricing of Fort Knox,
provided that such prices shall not increase by more than 10% per annum from the
prices as set forth above.

<PAGE>

                                    EXHIBIT B
                                    ---------



Company Name
             -------------------------------

Product Name
            --------------------------------

Version #                                            Date:
          ----------------------------------              ---------------------

Description of Materials Deposited:

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

<PAGE>


                                    EXHIBIT C

                  SOURCE CODE COPY LICENSE ("SOURCE AGREEMENT")

I.       LICENSE.

         A.       In the event that the SOURCE CODE COPY shall be delivered out
                  of escrow to LICENSEE pursuant to the terms of the AGREEMENT,
                  PRODUCER hereby grants to such LICENSEE and its contractors a
                  limited, non-exclusive, non-transferable license to all
                  license rights granted under the license agreement previously
                  granted by PRODUCER to LICENSEE and also to use, modify,
                  support, compile, correct, maintain and update the SOURCE CODE
                  COPY in such respects as may be necessary or appropriate for
                  LICENSEE and its contractors to exercise the rights and
                  licenses granted to it in the License and Warranty, which
                  rights and licenses shall survive the termination of that
                  agreement solely as set forth in that agreement.
                  Notwithstanding the foregoing or anything in the Agreement or
                  Exhibits thereto, under no circumstances may the SOURCE CODE
                  be distributed, sold, licensed, leased, or otherwise
                  transferred, by any means or in any form; and the SOURCE CODE
                  may be disclosed only as set forth in Section II.B. hereof.

         B.       LICENSEE may make a limited number of copies of the SOURCE
                  CODE COPY as necessary to exercise the license granted herein
                  and for archival purposes, provided LICENSEE reproduces
                  PRODUCER's proprietary notice and confidentiality legends on
                  all such copies. LICENSEE shall not alter, remove, modify,
                  obscure or suppress any proprietary notices or confidentiality
                  legends placed on or contained within the SOURCE CODE COPY.

         C.       This license does not provide LICENSEE with title or ownership
                  of the SOURCE CODE COPY, but only a limited right to use the
                  SOURCE CODE COPY as provided herein. Any use of the SOURCE
                  CODE COPY not expressly provided for in this LICENSE AGREEMENT
                  is prohibited.

II.      CONFIDENTIALITY.

         A.       LICENSEE acknowledges that the SOURCE CODE COPY is a
                  commercially valuable proprietary product of PRODUCER, the
                  design and development of which reflect the effort of skilled
                  development experts and the investment of considerable time
                  and money. LICENSEE acknowledges that the SOURCE CODE COPY
                  contains substantial trade secrets of PRODUCER which PRODUCER
                  shall entrust to LICENSEE in confidence to use and copy only
                  as expressly authorized by this SOURCE AGREEMENT. LICENSEE
                  further acknowledges that PRODUCER claims and reserves all
                  rights and benefits afforded under federal copyright law in
                  the SOURCE CODE COPY. Any copying or distribution of such
                  copyrighted work not expressly authorized by this SOURCE
                  AGREEMENT is strictly forbidden.

<PAGE>

         B.       In addition to those limitations on LICENSEE'S rights set
                  forth above, LICENSEE shall not at any time disclose or
                  disseminate the trade secrets embodied in the SOURCE CODE COPY
                  to any third party. Notwithstanding the foregoing, LICENSEE
                  may disclose the SOURCE CODE COPY only to those of its full
                  time employees who need the SOURCE CODE COPY in the
                  performance of duties in full accordance with this LICENSE
                  AGREEMENT, but only after LICENSEE shall have (i) informed the
                  recipient of the confidential and proprietary nature of the
                  SOURCE CODE COPY, (ii) instructed the recipient to keep the
                  SOURCE CODE COPY confidential, and (iii) received from the
                  recipient a duly executed copy of any agreement restricting
                  recipient's disclosure and use of the SOURCE CODE COPY in a
                  manner consistent with the restrictions set out in this SOURCE
                  AGREEMENT. Under no circumstances may LICENSEE disclose or
                  disseminate such trade secrets to any competitor of PRODUCER.
                  LICENSEE shall devote its best efforts to ensure that all
                  persons afforded access to the SOURCE CODE COPY protect
                  PRODUCER's trade secrets against unauthorized use,
                  dissemination or disclosure.

         C.       As used herein, the term, "trade secrets," shall mean any
                  information of PRODUCER which (a) derives economic value,
                  actual or potential, from not being generally known to and not
                  being readily ascertainable by proper means by, other persons
                  who can obtain economic value from its disclosure or use, and
                  (b) is the subject of efforts that are reasonable under the
                  circumstances to maintain its secrecy.

III.     NO WARRANTIES. WITH REGARD TO THE SOURCE CODE COPY PROVIDED TO LICENSEE
         HEREUNDER, PRODUCER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING
         BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE.

IV.      GENERAL.

         This LICENSE AGREEMENT represents the complete and exclusive statement
         of the mutual understanding of the parties with respect to the subject
         matter hereof and supersedes and cancels all previous and
         contemporaneous written and oral agreements and communications relating
         to the subject matter of this SOURCE AGREEMENT. This SOURCE AGREEMENT
         shall be governed by, interpreted and construed in accordance with the
         laws of the State of Georgia, without giving effect to that body of law
         known as conflict of laws. If any provision of this SOURCE AGREEMENT is
         held invalid by a court of competent jurisdiction, such invalidity
         shall not affect the enforceability of any other provisions contained
         in this SOURCE AGREEMENT and the remaining portions of this SOURCE
         AGREEMENT shall continue in full force and effect.