Exhibit 10.9



                          Global Purchase Agreement

                    Provision of CallCentre CTI Technology
                                  To HSBC by
                            SoftGen International


                                 October 1999

                                     V6.3

<PAGE>


                              Table of Contents


 Agreement                                         Revision  Date

 Agreement between HSBC Holdings plc                    Oct 99
 acting for and on behalf of the HSBC Group
 and SoftGen International


 Schedules

 1. The Operating Programs and Customised Software Developments

 2. SOFTGEN CIMphony[TM] Pricing (HSBC Group)

 3. SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES

    SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES

 4. SOFTGEN TECHNICAL ASSISTANCE

 5. EXTERNAL DESIGN SYSTEM SPECIFICATIONS

<PAGE>

 THIS AGREEMENT is made on the 26th of October 1999 between HSBC Holdings plc
 whose address is 10 Lower Thames Street, London EC3R 6AE acting for and on
 behalf of all subsidiaries, associated and managed companies of HSBC
 Holdings plc (hereinafter "HSBC") and SoftGen International whose address is
 8150 North Central Expressway, Suite 1201, Dallas, Texas, 75206, USA
 (hereinafter  "SoftGen"),

 WHEREAS it is AGREED that SoftGen will supply CIMphony[TM] Computer
 Telephony Integration systems software, grant software licenses and supply
 software development, consulting and technical assistance services to HSBC
 either directly, or by prior agreement with HSBC via agency,

 ACCORDING TO the terms and conditions set out below and in the attached
 Schedules 1-5.


 Signed for HSBC Holdings plc           In the presence of
 On behalf of HSBC

 Signature                              Signature
 /s/ Alan Jebson                        /s/ Tim Cureton

 Name                                   Name
 Alan Jebson                            Tim Cureton

 Title                                  Title
 General Manager IT                     Group Head of Telecoms


 Signed for SoftGen International Inc.  In the presence of

 Signature                              Signature
 /s/  Leslie Leland                     /s/  David BF England

 Name                                   Name
 Leslie Leland                          David BF England

 Title                                  Title
 President                              Senior Executive Securities &
                                        Markets IT


<PAGE>

 1.0  The Operating Programs

 1.1
      SoftGen agrees to sell to HSBC and HSBC agrees to buy from SoftGen the
      CIMphony[TM] standard server software given in Schedule 1 (herinafter
      the "Operating Programs") at the locations and prices shown and agreed
      with HSBC.

 2.0  Customised Software Developments

 2.1
      SoftGen agrees to develop and supply to HSBC customised software
      developments and any changes and additions which may be necessary to
      the Operating Programs according to the HSBC specifications given in
      Schedule 5 (herinafter the "Customised Software Developments") at the
      prices agreed with HSBC given in Schedule 1.

 3.0
      Further Operating Programs, Further Customised Software Developments,
      Technical Assistance & Consultancy, Project Management

 3.1
     HSBC may request further supply of additional Operating Programs
     (herinafter "Further Operating  Programs") or Further Customised
     Software Developments or on-site Technical Assistance and Consultancy
     Services by formal request for quotation to SoftGen in writing via a
     designated Information Technology division (IT) representative of HSBC.

 3.2
      SoftGen agrees to supply to HSBC any Further Operating Programs as
      listed at the prices given in Schedule 2 or Further Customised Software
      Developments by particular quotation or to supply Technical Assistance
      and Software Maintenance and Project Management as listed at the prices
      given in Schedules 3 and 4 for which HSBC may raise orders from time to
      time.

 3.3
      HSBC may use within any subsidiary, associated and/or managed company
      of HSBC Holdings plc. any Operating Programs, Further Operating
      Programs, Customized Software Developments or Further Customised
      Software Developments provided within the terms of this Agreement.

 3.4
      HSBC will specify in writing to SoftGen at time of request for all
      orders of Further Operating Programs or Further Customised Software
      Developments the following information which shall only thereafter be
      considered a properly constituted order:

      (a)  whether SoftGen installation and implementation services are
           required ("SG Installed") or
      (b)  whether HSBC will provide from its own resources locally all
           installation and implementation resources ("HSBC Installed") and
      (c)  the quantities of Further Operating Programs or Further Customised
           Software Developments required, and
      (d)  the locations where and HSBC IT staff to whom these are to be
           delivered, and
      (e)  the locations where these are to be installed if different, and
      (f)  the dates required for the delivery and
      (g)  any particular functionality, software maintenance, method or
           performance of operation required or not required.

 3.5
      For orders of Further Operating Programs or Further Customized Software
      Developments which are designated "SG Installed" as above, HSBC shall
      provide a date by which demonstration of working order and the latest
      date by which Software Acceptance is to be achieved.  For orders of
      Further Operating Programs or Further Customised Software Developments
      which are designated "HSBC Installed" as above, demonstration of
      working order and Software Acceptance shall not apply and HSBC shall
      submit payment to SoftGen 30 days after receipt of invoices by HSBC.

 3.6
      The terms of this Agreement will be extended to HSBC by SoftGen only
      for those Operating Programs, Further Operating Programs, Customised
      Software Developments or Further Customised Software Developments which
      are contained within orders placed under the terms of this Agreement.
      Should a corporate entity of HSBC be offered by SoftGen directly or
      indirectly terms for supply, software maintenance and or technical
      assistance or development consulting Operating Programs, Further
      Operating Programs, Customised Software Developments for Further
      Customised Software Developments either qualitatively or quantitatively
      more advantageous than those contained herein, then at HSBC's request
      and without contest those terms will be included within this Agreement.

 3.7
      SoftGen will verify that the Further Operating Programs requested are
      appropriate for the purpose for which HSBC intend.  SoftGen will advise
      HSBC of any hardware configuration or other associated software
      requirements necessary to the operation of the Further Operating
      Programs ordered.

 3.8
      SoftGen will within 14 days acknowledge receipt of the request and
      respond in writing with SoftGen's ability to fulfill the request or not
      ("Acknowledgment"), together if applicable with a quotation of a fixed
      onetime cost for Further Customised Software Developments and the
      estimated time to complete the task or a date by which this information
      will be supplied to HSBC.

 3.9
      The Acknowledgement will confirm all costs to be borne by HSBC in
      respect of the order including the onetime and recurrent costs for the
      Further Operating Programs or Further Customised Software Developments,
      any travel and subsistence required, Technical Assistance or
      Consultancy fees, Project Management and all other charges onetime and
      recurrent according to the prices given in Schedules 2, 3 and 4.
      SoftGen will include as option within each quotation to HSBC for
      Further Software Development one calendar week of SoftGen Technical
      Assistance and one airfare in the event that on-site technical
      assistance is required.

 3.10
      The Acknowledgment will confirm SoftGen understanding of the
      arrangements for Software Maintenance support in respect of the order
      placed together with location of delivery of software for Software
      Acceptance.  In absence of other written instruction delivery will be
      made to the HSBC origination of the request and Software Maintenance
      will be provided for an initial 12 month period.

 3.11
      HSBC will confirm its understanding and acceptance to SoftGen in
      writing ("Order") accompanied by an order number reference, HSBC
      billing address and indication of any particular terms under which this
      Order is placed.

 3.12
      SoftGen will supply to HSBC any Further Operating Programs or Further
      Customised Software Developments and any revisions or amendments as may
      be ordered by HSBC from time to time on a suitable electronic medium.

 3.13
      SoftGen will supply to HSBC the most current version of the Operating
      Programs or Further Operating Programs at the revision level which
      SoftGen would supply to new customers procuring those Operating
      Programs or Further Operating Programs within the product minor release
      range.  Any upgrades to hardware necessitated by such new versions of
      Operating Programs or Further Operating Programs will be at HSBC cost.

 3.14
      SoftGen will supply to HSBC all minor enhancements to the Operating
      Programs or Further Operating Programs installed.  From time to time
      SoftGen will significantly enhance its range of Operating Programs or
      Further Operating Programs which enhancement shall constitute a Major
      Release Product.  HSBC may purchase such a Major Release Product at the
      pricing for that product which SoftGen shall offer to HSBC at that
      time.

 3.15
      SoftGen reserves its right to withdraw technical support or Software
      Maintenance or Technical Assistance of any Operating Program or Further
      Operating Programs purchased by HSBC should the version in use by HSBC
      not be maintained by HSBC within three minor release levels of any
      Further Operating Program currently supplied by SoftGen to new
      customers or if the release level of the Further Operating Program in
      use is older than two years from the currently supplied major release
      version.

 4.0  SoftGen Software Licenses

 4.1
      SoftGen agrees to grant to HSBC a perpetual, paid-up, non-exclusive,
      non-transferable license to use the Operating Programs, Further
      Operating Programs, Customised Software Developments and Further
      Customised Software Developments listed in Schedules 1 and 2 as may be
      amended from time to time provided that the appropriate software
      license payments, software development charges and/or Software
      Maintenance payments as listed in Schedules 1 to 4 have been paid
      previously by HSBC to SoftGen.

 4.2
      SoftGen will invoice HSBC for all copies of the Operating Programs,
      Further Operating Programs, Customised Software Developments and
      Further Customised Software Developments used on HSBC premises
      according to the pricing of Schedule 2.

 4.3
      HSBC may not without the prior approval in writing of SoftGen make
      unlicensed copies of and or utilize copies of the Operating Programs,
      Further Operating Programs, Customised Software Developments and
      Further Customised Software Developments.  For each such copy HSBC will
      pay to SoftGen the license fee given in Schedule 2.

 4.4
      HSBC agrees that all copies of Operating Programs, Further Operating
      Programs, Customised Software Developments and Further Customised
      Software Developments used on HSBC premises will be authorized by and
      formally licensed from SoftGen according to the terms and conditions as
      listed in Schedules 1, 2, 3 and 4 as applicable.

 4.5
      The perpetual, paid-up, non-exclusive, non-transferable licenses
      granted by SoftGen to HSBC entitles HSBC to use the Operating Programs,
      Further Operating Programs, Customised Software Developments and
      Further Customised Software Developments as given in Schedules 1 and 2
      in any country where the HSBC Group operates.  These licenses may be
      transferred within HSBC with prior formal notice to and agreement by
      SoftGen.

 4.6
      Such perpetual, paid-up, non-exclusive, non-transferable licenses shall
      not include licenses for any Third Party Software incorporated within
      the Operating Programs, Further Operating Programs, Customized Software
      Developments and Further Customised Software Developments or any other
      licenses used in conjunction with the Further Operating Programs and or
      Further Customised Software Developments which are subject to mutual
      agreement between SoftGen, HSBC, and Third Party licensor(s).

 5.0
      CIMphony[TM] Specification/System Performance

 5.1
      SoftGen warrant that the Operating Programs and Further Operating
      Programs will operate to SoftGen's published specifications and where
      the operation is not described in their published specifications that
      the Operating Programs and Further Operating Programs will operate in a
      manner that HSBC might reasonably expect.  Otherwise SoftGen will make
      any rectifications to the Operating Programs and Further Operating
      Programs without delay and free of extra charge to HSBC for the
      rectification work to ensure such normal or expected operation during
      the period before User Acceptance.  Any upgrades to HSBC hardware or
      software not supplied by SoftGen necessitated by such rectification
      will be performed by HSBC.

 5.2
      SoftGen warrants that the Customised Software Developments and Further
      Customised Software Developments will operate to the written
      specifications provided by HSBC at time of order and where the
      operation is not so described that the Customised Software Developments
      and Further Customised Software Developments will operate in a manner
      that HSBC might reasonably expect.  Otherwise SoftGen will make any
      rectifications to the Customised Software Developments and Further
      Customised Software Developments without delay and free of extra charge
      to HSBC for the rectification work to ensure such normal or expected
      operation during the period before User Acceptance.

 5.3
      SoftGen warrants that each installed copy of the Enhanced Transaction
      Server Version 2.0 software product, using a Pentium II 450MHz PC,
      256MB RAM and configured as IBM3270 interface, together with Windows NT
      4.0 operating system (Service Pack 5), SNA Server 4.0 and Rumba shall
      support without degradation in comparison to equivalent teller terminal
      service and with no measurable transit delay up to 96 concurrent
      agent/client sessions to an attached computer host system, providing
      there are no contributory HSBC network delays and provided the SNA
      Server is directly attached to the host via LAN with no intervening
      network routing, switching or access equipment.

 5.4
      SoftGen warrantees that each installed version of the Basic Transaction
      Server Version 1.0 software product, using a minimum Pentium 233MHz PC,
      128 MB RAM and configured as IBM 3270 interface, together with Windows
      NT 4.0 operating system, SNA Server 4.0 and Rumba without degradation
      in comparison to equivalent teller terminal service and with no
      measurable transit delay shall support a maximum of 30 concurrent
      agent/client sessions to an attached computer host system, providing
      there are no contributory HSBC network delays and provided the SNA
      Server is LAN attached to the host via LAN with no intervening network
      routing, switching or access equipment.

 5.5
      For any failure due to Operating Program error, SoftGen warrants that
      each installed version of the Transaction Server software products
      (Basic Version 1.0 and Enhanced Version 2.0) shall be able locally to
      be restored to normal operational service within 60 minutes of the time
      at which and providing qualified HSBC technical staff intervene to take
      action to restore the failure.

 6.0  Installation/Delivery

 6.1
      SoftGen warrants that the Operating Programs and Further Operating
      Programs can be imported and operated in the territory of Honk Kong,
      the United Kingdom and Channel Islands, the United States of America,
      Canada, Malaysia, Australia, Taiwan, India, Saudi Arabia and the United
      Arab Emirates.

 6.2
      SoftGen agrees to inform HSBC at time of order should any approval or
      license be required from a relevant authority for import or operation
      of the Operating Programs and Further Operating programs within the
      national territory designated at time of order by HSBC for such import
      or operation.  Failing this HSBC reserves the right to cancel the order
      without any costs, liquidated damages and liabilities whatsoever to
      HSBC as a result.

 6.3
      SoftGen will install and deliver to the designated technical
      representatives of HSBC the Operating Programs in good working order in
      the quantities listed and by the Installation Dates shown in clause 7.1
      below or by such other dates as are to be given in the orders placed by
      HSBC to SoftGen (the "Installation Dates").

 6.4
      With not less than 30 days notice HSBC may delay the Installation Dates
      of the Operating Programs or Further Operating Programs or Customised
      Software Development by up to 60 days by informing SoftGen in writing
      of the revised Installation Dates.  In such event for the purpose of
      payment for the Operating Programs or Further Operating Programs or
      Customised Software Development the date of Software Acceptance will be
      deemed to be 30 days after the originally given Installation Date.

 6.5
      If SoftGen is unable to commence or complete installation of an
      Operating Programs, Further Operating Programs or Customised Software
      Developments by the agreed installation Date due to delay or other
      reason on the part of HSBC and this delay has not been communicated in
      writing to SoftGen by HSBC at least forty-eight (48) hours prior to
      SoftGen arrival on site, SoftGen reserves the right to charge HSBC for
      any associated travel and subsistence costs for the period of delay at
      the Technical Assistance rates shown in Schedule 4 with a minimum
      charge to HSBC of two man weekdays.

 6.6
      SoftGen will at their own expense insure the Operating Programs,
      Further Operating Programs, Customised Software Developments or Further
      Customised Software Developments against loss or damage during shipment
      to any HSBC location where it is to be installed.


 7.0 Software Acceptance/User Acceptance

 7.1
      The Operating programs and Customised Software Developments will be
      delivered to the designated IT representative of HSBC for acceptance
      testing by the following dates:

        Delivery Software Acceptance Testing       20 July 1998
        User Acceptance Testing                    19 October 1998

 7.2
      SoftGen will provide free of extra charge to HSBC any Further Operating
      Program or other software deemed by SoftGen to be reasonably necessary
      for executing the acceptance tests.  HSBC will return such Further
      Operating Programs or other software to SoftGen immediately upon
      successful completing of such acceptance tests.

 7.3
      Once Operating Programs, Further Operating Programs, Customised
      Software Developments or Further Customised Software Developments
      ordered by HSBC for a particular location have been delivered as
      ordered SoftGen will receive in writing from an authorized officer of
      HSBC formal acknowledgment that the softwares delivered have been
      demonstrated to HSBC to be in full working order in accordance with
      Schedule 5 or otherwise in accordance with the conditions specified in
      the order ("Software Acceptance").

 7.4
      SoftGen warrants that those Operating Programs, Further Operating
      Programs, Customised Software Developments or Further Customised
      Software Developments delivered to HSBC and installed shall operate
      without fault or error for a continuous warranty period of 30 days
      after installation in conformance with Schedule 5 or other test which
      may be agreed and presented by HSBC in writing to SoftGen after which
      HSBC will confirm in writing within 30 days its complete and final
      acceptance or the Operating Programs or Customised Software
      Developments at that location (hereinafter "User Acceptance") or
      otherwise any faults or errors identified.

 7.5
      Should no formal acknowledgment of Software Acceptance or User
      Acceptance or advice of failure to comply with Schedule 5 or other
      tests as agreed at time of order be received from HSBC by SoftGen with
      30 days of delivery of Operating Programs, Further Operating Programs,
      Customised Software Developments or Further Customised Software
      Developments then those softwares shall be deemed to have passed
      automatically Software Acceptance and or User Acceptance as applicable.

 7.6
      All faults or errors identified during the period of User Acceptance of
      30 days operation shall be rectified by SoftGen within 30 days of
      report or the software may be replaced by SoftGen without additional
      charge or the purchase price and Software Maintenance fees for that
      software may be refunded at HSBC request.

 7.7
      On-site Technical Assistance or Consultancy may be requested by HSBC
      within the 30-day warranty period of User Acceptance for which the
      standard SoftGen Technical Assistance charges shown in Schedule 4 will
      apply.

 8.0  Documentation

 8.1
      SoftGen will provide to HSBC free of charge one copy of manuals or
      documentation describing each Operating Program, Customised Software
      Development, Further Operating Program or Further Customised Software
      Development purchased by HSBC including but not limited to functions,
      facilities and methods of use.

 9.0 Software Maintenance

 9.1
      SoftGen agrees to provide and HSBC shall agree to receive Software
      Maintenance services for each Operating Program, Further Operating
      Program, Customised Software Development and Further Customised
      Software Developments as may be ordered by HSBC from time to time at
      the prices given in Schedule 3 and in accordance with the applicable
      terms and conditions listed hereafter.

 9.2
      SoftGen will include and HSBC shall undertake payment for Software
      Maintenance services together with other onetime costs of order quoted
      by SoftGen as specified in clause 15.6.

 9.3
      By agreement with SoftGen, HSBC may elect on the second annual
      anniversary of the delivery and acceptance (Software Acceptance as
      herein defined) of the Operating Programs, Further Operating Programs,
      Customised Software Developments and Further Customised Software
      Developments installed at any location to cancel Software Maintenance
      services following three months notice provided to SoftGen in writing
      in accordance with clause 24.1.

      All SoftGen responsibility including updates, rectification and
      Technical Assistance for those Operating Programs, Further Operating
      Programs, Customised Software Developments and Further Customised
      Software Developments for which Software Maintenance is cancelled by
      HSBC will end.

 9.4
      SoftGen may refuse to recommence Software Maintenance services on any
      Operating Programs, Further Operating Programs, Customised Software
      Developments and Further Customised Software Developments which HSBC
      wishes to bring into production use which SoftGen deems to be
      unserviceable and for which HSBC has previously cancelled or allowed
      Software Maintenance to lapse.

      SoftGen will commence Software Maintenance of any Operating Programs,
      Further Operating Programs, Customised Software Developments and
      Further Customised Software Developments for which HSBC has previously
      cancelled or allowed Software Maintenance to lapse at SoftGen sole
      options and subject to an audit or review by SoftGen at the fees
      provided herein for Technical Assistance as given in Schedule 4 and at
      the Software Maintenance charges for newly purchased products as given
      in Schedule 3.

 9.5
      Software Maintenance services shall be provided by SoftGen to the IT
      staff of HSBC at the location specified at time of order or by default
      to that HSBC location from which the order originated.

 9.6
      Software Maintenance services shall include provision of technical
      support for and software update of each installed primary and
      contingency version of the Operating Programs and Customised Software
      Developments at each HSBC location.

 9.7
      SoftGen Software Maintenance services will commence to HSBC from the
      first day of the calendar month following that calendar month in which
      HSBC formally advises to SoftGen in writing receipt of the software
      delivered and their acceptance of the Operating Programs or Customised
      Software Developments installed (Software Acceptance as heretofore
      defined).

 10.0 Project Management

 10.1
      For those orders where HSBC requests SoftGen installation and
      implementation ("SG Install" as defined herein) SoftGen will provide
      and HSBC will receive Project Management services at the prices given
      in Schedule 3b and in accordance with the applicable terms and
      conditions listed hereafter.

 10.2
      SoftGen will not apply Project Management fees for those Operating
      Programs, Further Operating Programs, Customised Software Developments
      and or Further Customised Software Developments ordered by HSBC from
      Schedule 2 attached where HSBC specifies at time of order that
      installation and implementation will be provided by HSBC resources
      alone ("HSBC Install" as defined herein).  Should no such specification
      be received Project Management fees shall apply.

 11.0 Amendment of Operating Programs or Customised Software Developments

 11.1
      HSBC may not without the express permission in writing of SoftGen
      amend, alter, add to or change any of the Operating Programs, Further
      Operating Programs, Customised Software Developments or Further
      Customised Software Developments provided to HSBC by SoftGen.

 11.2
      Following any such alteration, those software license payments due to
      SoftGen for each Operating Programs, Further Operating Programs,
      Customised Software Developments or Further Customised Software
      Developments for each HSBC site per seat per annum will continue, but
      Software Maintenance will cease and all other SoftGen responsibility
      including Technical Assistance for those Operating Programs or
      Customised Software Developments so altered will end.

 11.3
      HSBC may request Technical Assistance or Software Maintenance for those
      Operating Programs, Further Operating Programs, Customised Software
      Developments or Further Customised Software Developments altered by
      HSBC in which case SoftGen reserves the right to review the software in
      question according to the standard Technical Assistance prices given in
      Schedule 4.  SoftGen will advise HSBC if such support will be resumed
      in which case HSBC will recommence from that point Software Maintenance
      at the prices given in Schedule 3 as may be altered from time to time.

 12.0 Technical Assistance

 12.1
      SoftGen will provide Standard or emergency Technical Assistance or
      Consultancy to HSBC on written order or otherwise by verbal order from
      an authorized officer of HSBC which verbal request is to be confirmed
      by HSBC in writing within one week of request.

 12.2
      Standard or Emergency Technical Assistance will be provided to HSBC
      according to the terms and notice given in Schedule 4 for those
      Operating Programs, Further Operating Programs, Customised Software
      Developments or Further Customised Software Developments for which HSBC
      has paid the relevant license fees to SoftGen and undertaken Software
      Maintenance as given in Schedules 2 and 3.

 12.3
      HSBC will designate a primary contact point for SoftGen within the
      Information Technology (IT) division of HSBC ("designated IT
      representative") through which Technical Assistance may be provided.
      In absence of such designation by default this representative shall be
      taken to the point of origin of the order received from HSBC.

 12.4
      SoftGen shall provide a telephone number in Dallas USA to which HSBC IT
      staff may telephone to obtain Technical assistance remotely on a 24
      hour 7 day basis.

 12.5
      HSBC shall provide to SoftGen at HSBC cost and billed directly to HSBC
      an IDD telephone service (IDD Calling Card) to facilitate SoftGen
      Software maintenance and Technical assistance to HSBC's IT staff at
      long distance.

 12.6
      SoftGen shall provide Technical Assistance via SoftGen Senior Architect
      and SoftGen Junior Architect staff onsite to HSBC locations as
      requested at the Consultancy and Subsistence prices for Weekday,
      Weekend and Public Holiday support shown in Schedule 4.

 12.7
      Public Holidays shall be taken to be those US holidays of Memorial Day,
      Christmas Holidays, Thanksgiving Day, Labor Day and US Independence
      Day.

 12.8
      SoftGen will receive if so requested by HSBC a leased data circuit
      connection to HSBC or equivalent to be provided at HSBC cost for the
      purpose of updates or changes to Operating Programs, completion of
      Customised Software Developments, and other functional tests.  SoftGen
      will provide all reasonable assistance to allow HSBC to complete these
      tasks.

 12.9
      SoftGen guarantees to maintain a level of availability, expertise,
      numbers and geographical location of Software Architect staff
      sufficient for SoftGen to carry out its obligations under this
      Agreement.

 13.0 Performance

 13.1
      Failure of Operating Programs or Further Operating Programs or
      Customised Software Developments or Further Customised Software
      Developments ("SoftGen Software") are defined as Level 1, 2, or 3 as
      below.

      " A level 1 Failure is defined as a single failure or malfunction of
        SoftGen Software such that as a result less than 10% of the total
        agent positions within that HSBC callcentre suffer loss of normal
        operational functions or degradation to the point where business
        operations are prejudiced.

      " A Level 2 Failure is defined as a single failure or malfunction of
        SoftGen Software such that as a result more than 10% but less than
        50% of the total agent positions within that HSBC callcentre suffer
        loss of normal operational functions or degradation to the point
        where business operations are prejudiced.

      " A Level 3 Failure is defined as a single failure or malfunction of
        SoftGen Software such that as a result more than 50% of the total
        agent positions within that HSBC callcentre suffer loss of normal
        operational functions or degradation to the point where business
        operations are prejudiced.

 13.2
      Those Failures defined above shall exclude those interruptions of
      service or operation due to (1) HSBC abuse, misuse, negligence or
      deliberate damage to SoftGen Software, (2) HSBC failure to maintain
      the SoftGen Software environment in accordance with the SoftGen
      specifications, (3) external telecom network or circuit failure,
      (4) interruption scheduled in advance between HSBC and SoftGen.

 13.3
      SoftGen will receive advice from HSBC of SoftGen Software failures by
      telephone or by agreed alternative 24 hours 7 days per week.

 13.4
      The "Time of Failure" is defined as the time of the receipt by SoftGen
      from HSBC of a request for remedial maintenance containing a "test log"
      being a written statement of the details of the failure.  If after 15
      minutes HSBC has been unable to contact SoftGen due to omission,
      absence, failure or other circumstance on the part of SoftGen, the Time
      of Failure will be deemed to be 15 minutes after the first recorded
      call attempt by HSBC.

 13.5
      The "Time of Repair" is defined as the time at which an employee of
      SoftGen or its agent demonstrates to an authorized employee of HSBC
      that normal operation has been restored and the SoftGen software is
      restored to full working order.  If no authorized HSBC employee is
      available, the Time of Repair will be deemed to be the time at which
      the employee of SoftGen or its agent telephones HSBC's Network Control
      Centre or other designated HSBC contact point to confirm the
      restoration of the SoftGen Software.

 13.6
      The "Down Time of a Failure" is defined as the elapsed time between the
      Time of Failure and the Time of Repair excluding times when SoftGen or
      their agents are unable to gain access to the SoftGen softwares.

 13.7
      SoftGen guarantees that the Mean Times Between Failures will be not
      less than the threshold shown in the table below:

      Level                              Threshold
      -----                              ---------
      Level 1                             30 days
      Level 2                            120 days
      Level 3                            360 days

 13.8
      In any case where the guarantees in clause 13.7 above are not met for
      three consecutive months HSBC may at its sole option withdraw Software
      Maintenance charges for the location and software in question and
      require SoftGen at its expense to arrive on-site to rectify the cause
      of failure.  Software maintenance will be waived until resolution is
      demonstrated to HSBC.

 13.9
      Notwithstanding the above SoftGen warrants that each installed version
      of the Transaction Server software products shall maintain on average a
      Mean Time Between Failure due to accepted software error of at least 90
      days providing that at that location HSBC is operating the most recent
      minor release level of that Transaction Server software product.

 13.10
      At any HSBC location and following any three consecutive occurrences
      where the SoftGen Transaction Server has failed to meet the performance
      standards set in clauses 5.3, 5.4 and or 13.9 above, HSBC at its sole
      option may suspend Software Maintenance payments and or receive at HSBC
      request and without additional charge sufficient immediate Technical
      Assistance onsite from SoftGen by way of SoftGen Software Architect
      Consultancy support and or further copies of SoftGen Further Operating
      Program software to ensure that the level of performance in clauses
      5.3, 5.4 and or 13.9 will be met.

 13.11
      Within 14 days after the end of each month HSBC at each location will
      present SoftGen with a report of any SoftGen software failures which
      commenced in that month.

 14.0 Training

 14.1
      SoftGen will supply training services as specified in accordance with
      Schedule 1 and at the prices to HSBC shown in Schedule 4 for Technical
      Assistance.

 15.0 Payment Terms

 15.1
      The period for receipt of payment by SoftGen of invoices received by
      HSBC shall be 30 days.

 15.2
      SoftGen will submit to HSBC any invoice within 14 days of the date of
      Software Acceptance or the date by which any SoftGen service has been
      received by HSBC or earlier as hereinafter provided.  Any invoice
      received by HSBC from SoftGen more than 16 weeks from the date on the
      service to which it refers was received by HSBC will be declared null
      and void.

 15.3
      HSBC will pass for payment all valid invoices submitted by SoftGen to
      HSBC within 14 days of receipt by HSBC.

 15.4
      Following SoftGen Acknowledgement of an order by HSBC for Further
      Operating Programs alone SoftGen will deliver those Further Operating
      Programs so ordered to the HSBC location specified and will invoice to
      HSBC 100% of the total onetime costs for the Further Operating Programs
      at the prices given in Schedule 2 together with 100% of the first
      annual Software Maintenance charges as given in Schedule 3.

 15.5
      Following SoftGen Acknowledgement of an Order from HSBC for man-days of
      Technical Assistance and consulting SoftGen will arrange such
      assistance as required and will invoice to HSBC 100% of the total
      onetime costs for those man-days specified at the prices given in
      Schedule 4.

 15.6
      Following SoftGen Acknowledgement of an Order from HSBC for the
      Customised Software Developments or Further Customised Software
      Developments together with any associated Operating Programs or Further
      Operating Programs or for Technical Assistance or Project Management
      SoftGen will invoice to HSBC and HSBC will pay according to the
      following terms:

      At Time of Order              40% of total onetime costs quoted to HSBC
      Following Delivery            40% of total onetime costs quoted to HSBC
      Following Software Acceptance 20% of total onetime costs quoted to HSBC

 15.7
      SoftGen will bill all charges to the address and to the HSBC
      representative designated within the order received from HSBC or by
      default to the previously designated HSBC IT contact point as herein
      provided.

 15.8
      SoftGen will make payment at cost directly to the various companies,
      agencies and governments for any charges incurred for packing, freight,
      insurance, customs clearance, importation duties and taxation and all
      other charges incurred in connection with the supply of Operating
      Programs, Further Operating Programs, Customised Software Developments,
      Further Customised Software Developments or Technical Assistance.
      SoftGen will provide any such receipts at HSBC's request.

 15.9
      For the duration of this Agreement the prices for items of Further
      Operating Programs, Further Customised Software Developments, Software
      Maintenance and SoftGen Technical Assistance will be in accordance with
      Schedules 2, 3, and 4 as applicable except that by agreement with HSBC
      and on 3 months notice in writing to HSBC, SoftGen may at its option
      and on each annual anniversary of Software Acceptance at each location
      adjust these prices provided that such adjustment does not result in an
      increase greater than 10%.

 15.10
      HSBC may request SoftGen from time to time to amend Schedule 2 to add
      items to the Further Operating Programs price list as new Operating
      Programs or components of Operating Programs made are released by
      SoftGen.

 16.0 Ownership

 16.1
      Title to the Operating Programs, Further Operating Programs, Customised
      Software Developments and Further Customised Software Developments
      shall remain with SoftGen.

 17.0 Term

 17.1
      Unless terminated as herinafter provided this Agreement shall exist for
      five years from the date of signature.

 17.2
      Each party may terminate this Agreement at any time following the fifth
      anniversary of date of signature by giving three months notice in
      writing to the other party in absence of which this Agreement and its
      terms an conditions will automatically continue on an annual basis.

 18.0 Termination

 18.1
      Any party will have the right to terminate this Agreement (1) another
      party is guilty of a material or substantial breach of its obligations
      herein and (2) the party seeking to terminate has rendered written
      notice of the breach to the other parties in accordance and (3) the
      party in breach has failed to remedy the breach within at most ninety
      (90) days after receipt of such notice.

 18.2
      Notwithstanding the provisions of Clause 13.7, if the period of delay
      beyond the end of the Software Acceptance or stated User Acceptance
      Test (UAT) period exceeds 6 months due to action, inaction or omission
      on the part of SoftGen then HSBC at its sole option may terminate this
      Agreement or may require SoftGen free of extra charge to HSBC and
      without contest or further delay to supply additional or replacement
      copies of Further Operating Programs or Operating Programs to meet
      Software acceptance or UAT requirements or require the commitment of
      such additional SoftGen Technical Assistance as may be necessary so
      that UAT requirements may be met within three months of this request or
      may require SoftGen by formal notice to supply functionally equivalent
      alternative Operating Programs of similar quality manufactured by
      another company to be selected by SoftGen.

      In the event that HSBC chooses to request SoftGen to supply
      functionally equivalent Operating Programs or Further Operating
      Programs of similar quality as provided for above, this shall be
      limited by the obligation to meet the functional requirements of
      Clauses 5.3, 5.4, 5.5 and the functionalities of Schedule 5 and by the
      choice of alternative supplier on the part of SoftGen.

 18.3
      If in any consecutive three months any one of the guarantees of Clauses
      5.4, 5.5 and 5.6 are not met at a particular location then HSBC at its
      sole option following formal notice to SoftGen may employ another
      company or without extra charge to HSBC require SoftGen to employ
      another company of SoftGen choice for Software Maintenance of any
      Operating Programs or Further Operating Programs delivered to that
      location and SoftGen will supply to that other company all reasonable
      information, assistance and spare parts necessary for them to maintain
      the Operating Programs or Further Operating Programs.

 18.4
      If any party terminates this Agreement under clauses 18.1 or 18.2 then
      all parties agree to submit to arbitration for assessment of the
      damages to be paid upon such termination and agree to be bound by the
      arbitrator's decisions.

      Any liability for such damages on the part of SoftGen shall not exceed
      the cumulative total to date paid to SoftGen by HSBC globally since
      signature of this Agreement for all services or maintenance performed
      by SoftGen under this Agreement.

      It is agreed that one arbitrator will be appointed by each and that
      they will appoint an umpire immediately after they themselves have been
      appointed.  The umpire will sit with the arbitrators but will only
      enter upon the assessment if the arbitrators are unable to reach
      agreement.

 18.5
      Any party will have the right to terminate this Agreement forthwith by
      giving notice in writing to the others in the event that another party
      (1) suffers a receiver to be appointed for its affairs or property or
      (2) enters into an assignment or other arrangement for the benefit of
      its creditors or (3) suffers an attachment against or a seizure of a
      substantial part of its assets or its parts inventory.

 18.6
      In the event of termination of this Agreement under Section 18 those
      provisions thereof that by their nature should survive will survive the
      termination.

 19.0 Force Majeure

 19.1
      No party to this agreement will be liable to the other nor held in
      breach of this Agreement if prevented hindered or delayed in
      performance or observance of its obligations hereunder by conditions
      beyond its reasonable control.

 20.0 Risk of Loss or Damage

 20.1
      SoftGen will be responsible for all risk of loss or damage to the
      Operating Programs, Further Operating Programs, Customized Software
      developments and/or Further Customised Software Developments up to the
      time of receipt by HSBC at the place of delivery.

 20.2
      HSBC will be responsible for all risk of loss or damage to the
      Operating Programs, Further Operating Programs, Customized Software
      Developments and/or Further Customised Software following the receipt
      of delivery onto HSBC premises.

 20.3
      SoftGen will indemnify and/or rectify without charge to HSBC for all
      damage to the Operating Programs, Further Operating Programs,
      Customized Software developments and/or Further Customised Software
      following delivery HSBC premises where such damage is caused by action,
      inaction, omission or negligence on the part of SoftGen.

 21.0 Confidentiality/Publicity

 21.1
      All parties to this Agreement and their employees acknowledge all
      material and information that has or will come into the possession or
      knowledge of each in connection with this Agreement or the performance
      hereof consists of confidential and proprietary data whose disclosure
      to a third party may be damaging.

 21.2
      All parties and their employees agree to hold and use such material and
      information and contents of this Agreement as company confidential
      whose disclosure to any third party shall render any advantage of price
      or other advantage contained herein liable to removal, at the option of
      the other party, all other terms continuing.

 21.3
      SoftGen shall not disclose the making of this Agreement in any journal
      magazine or publication or otherwise use HSBC's name in any of its
      advertising material without HSBC's prior written consent.  Such
      consent is given at HSBC's absolute discretion and is not to be
      unreasonably withheld.

 22.0 Agents/Assignment of Right and Obligations

 22.1
      HSBC may receive SoftGen CIMphony[TM] software products and services
      via a third party, or other corporate agents or distributors only
      following receipt of a prior written notice and agreement from
      SoftGen in accordance with clause 25.

 22.2
      SoftGen may appoint agents or distributors of SoftGen CIMphony software
      products and services by prior agreement with HSBC to provide sales,
      Software Maintenance or Technical Support services described in this
      Agreement in which case such agents or distributors will assume as
      applicable those responsibilities herein attributable to SoftGen.
      SoftGen will remain liable for all guarantees and conditions contained
      in this Agreement.

 22.3
      Any agents so appointed by SoftGen to provide to HSBC any SoftGen
      CIMphony software products and services herein described will do so at
      the prices given in Schedules 1, 2, 3, 4 appended and under those terms
      and conditions described or at prices and under terms and conditions
      accepted by HSBC as being more advantageous than those herein.

 22.4
      Prior to the relevant Installation Dates SoftGen will provide to HSBC
      in writing full contact details and obtain HSBC agreement of any
      maintenance agents which may be proposed to assume any SoftGen
      responsibilities under this Agreement.  SoftGen warrants that formal
      training will be provided to the technical staff of any agents so
      agreed before these dates to a level sufficient to allow them to
      fulfill their obligations under this Agreement.

 23.0 Limitation of Liability

 23.1
      Notwithstanding anything herein to the contrary, no party hereto will
      be liable hereunder for any consequential or indirect damages excepting
      penalty sums or liquidated damages specified or assessed as described
      herein.

 24.0 Patent and Copyright Indemnity

 24.1
      SoftGen will indemnify and hold HSBC harmless against all claims,
      liabilities and costs including reasonable attorney's fees for the
      defense of any claim or suit of alleged infringement by SoftGen's
      Operating Programs or Customised Software Developments of any patent,
      copyright or the trademark, trade secret or unfair competition rights
      of any third party provided that HSBC gives SoftGen prompt written
      notice of such claim or suit and that SoftGen is permitted to control
      the defense and settlement of the claim or suit.

      HSBC will fully co-operate in the defense of any such claim or suit and
      may appear at its own expense through counsel of its choice.  SoftGen
      may settle any such claim or suit on a basis which requires SoftGen to
      substitute for the Operating Programs or Customized Software
      Developments functionally equivalent alternative Operating Programs or
      Customised Software Developments or other software of similar quality.

      SoftGen will not be liable to HSBC if the infringement or claim or
      infringement is based upon (1) use of the Operating Programs, Further
      Operating Programs and/or Customised Software Developments in
      combination with products or software not supplied by SoftGen thereby
      giving rise to the infringement or (2) use of the Operating Programs,
      further Operating Programs and/or Customised Software Developments in
      practicing any process not contained in the written application
      specifications received by SoftGen or (3) modification of the Operating
      programs, Further Operating Programs and/or Customised Software
      Developments by HSBC or any third party of (4) compliance with the
      designs, plans, specifications or instructions of HSBC.

 25.0 Notices

 25.1
      Any written notice required to be given hereunder will be deemed
      sufficient if sent by first class mail, postage prepaid courier
      service, or facsimile addressed to the other party at the address set
      forth in the first page of the agreement or as given below:

      HSBC Holdings plc
           Group Head of Telecommunications
           HSBC Holdings plc
           10 Lower Thames Street
           London EC3R 6AE

      SoftGen International
           Ms. Leslie Leland
           President
           SoftGen International
           8150 North Central Expressway
           Suite 1201, Dallas, TX  75206
           Fax +1 (214) 346-0688




 26.0 Amendments to this Agreement

 26.1
      This Agreement may be changed only by the agreement of both parties in
      writing and may not be changed or terminated orally.

 26.2
      Orders of additional Further Operating Programs and/or Further
      Customised Software Developments from subsidiaries, associate and
      managed companies of HSBC Holdings plc will be placed and received only
      under the terms of this Agreement and may be included herein by the
      addition from time to time of written addenda ("Amendments") which will
      specify the SoftGen products and services required and by agreement the
      details of supply or operation or other conditions particular to that
      order.

 27.0 Law

 27.1
      The construction, validity and performance of this Agreement shall be
      governed in all respects by the Law of England and the parties hereto
      hereby submit to the jurisdiction of the English Courts.

 28.0 Extension of Time

 28.1
      Unless elsewhere so provided within this Agreement where the
      performance by SoftGen is prejudiced due to act, omission or delay on
      the part of HSBC the date for completion or delivery of the relevant
      contract obligations will be automatically extended by a period of time
      equal to the delay imposed and SoftGen will be entitled to charge HSBC
      for its reasonable and actual costs occasioned by such delay.  SoftGen
      will take any reasonable action to mitigate such costs.

 29.0 Taxes

 29.1
      HSBC will pay at cost on submission of the invoice by SoftGen any taxes
      associated with HSBC purchase under this Agreement of SoftGen Operating
      Programs, Further Operating Programs, Customised Software Developments
      and Further Customised Software Developments.  HSBC will not be liable
      for any taxes based on gross or net income of SoftGen or its agents or
      distributors.

 30.0 Millennium Year 2000 Change

 30.1
      SoftGen warrants that the Operating Programs, Further Operating
      Programs, Customised Software Developments and Further Customised
      Software Developments are fully compatible at time of acceptance by
      HSBC with the millennium date change for the Year 2000 and associated
      date-related dependencies including but not limited to (I) the change
      from 1999 to 2000 (ii) 29 February 2000 (iii) the change from 2000 to
      2001 and (iv) system purge dates such as 9.9.99.  In addition, SoftGen
      warrants that the Operating Programs, Further Operating Programs,
      Customised Software Developments and Further Customised Software
      Developments shall not incur any failures or errors as a result.

 30.2
      In the event of any error or failure in the Operating Programs, Further
      Operating Programs, Customised Software Developments and Further
      Customised Software Developments as delivered and accepted by HSBC
      attributable to the millennium date change SoftGen shall use its best
      endeavors to modify the aforementioned software and SoftGen components
      supplied by SoftGen to correct without delay such error or failure.

 30.3
      SoftGen will provide to HSBC demonstration or evidence that the
      aforementioned software components are compliant with the standards
      specified in Clause 30.1 above prior to end June 1999.  SoftGen will
      provide to HSBC without additional charge whatever Operating program or
      other SoftGen software products are needed to assist HSBC at its choice
      to undertake testing of the Operating Programs, Further Operating
      Programs, Customised Software Developments or Further Customised
      Software Developments.

 30.4
      SoftGen shall have no obligations to HSBC under this Agreement other
      than specifically provided herein in respect of Operating Programs,
      Further Operating Programs, Customised Software Developments or Further
      Customised Software Developments which may have been altered or amended
      or changed without SoftGen assistance following delivery and acceptance
      by HSBC.

 31.0 Indemnity and Insurance

 31.1
      SoftGen shall indemnify and keep indemnified HSBC to the extent caused
      by SoftGen against injury (including death) to any persons on HSBC
      premises (including any employee, agent, sub-contractor or
      representative of SoftGen) or loss of or damage to any property which
      may arise out of any act or omission (whether caused by negligence or
      not) of SoftGen or of any sub-contractor, employee, agent or
      representative of SoftGen arising out of or in consequence of SoftGen's
      obligations here-under and against all claims, demands, proceedings,
      damages, costs, charges and expenses whatsoever in respect thereof or
      in relation thereto.

 31.2
      Without limiting SoftGen responsibilities under clause 28.1 above,
      SoftGen shall insure with a reputable insurance company against all
      loss and damage specified in Clause 28.1 above.  In the event of such
      claims, demands, proceedings, damages, costs, charges and expenses
      whatsoever in respect thereof or in relation thereto, SoftGen shall
      produce to HSBC such policy of insurance and receipts for premiums in
      respect thereof if called upon to do so.

 32.0 Computer Virus

 32.1
      SoftGen and HSBC shall use commercially reasonable best efforts to
      ensure that no computer virus is introduced onto HSBC's internal
      environment or internal systems or networks by any act, omission or
      negligence on the part of their employees, agents or sub-contractors.

 32.2
      In the event that a computer virus is so introduced by any act,
      omission or negligence of SoftGen and/or SoftGen employees, agents or
      sub-contractors SoftGen will use all reasonable endeavors to restore
      the Operating Programs, Further Operating Programs, Customised Software
      Developments and Further Customised Software Developments used by HSBC
      to normal operation.

 32.3
      No Operating Programs, Further Operating Programs, Customised Software
      Developments and Further Customised Software Developments or other
      software may be loaded on any HSBC internal system or network by
      SoftGen without prior approval from HSBC.

 33.0 Ownership / Intellectual Property Rights / Source Code

 33.1
      The ownership of all SoftGen Operating Programs, Customised Software
      Developments, Further Operating Programs or Further Customised Software
      Developments as listed in Schedules 1 and 2 rests with SoftGen who
      shall retain all rights in the source code.

 34.1
      SoftGen on HSBC's formal request in writing and at HSBC cost will
      organize and arrange for the placement in commercial escrow of one
      complete copy of the source code of any Operating Programs, Further
      Operating Programs, Customised Software Developments and Further
      Customised Software Developments designated by HSBC as at date of HSBC
      acceptance with the documentation used in the compilation of such with
      a specialist company of SoftGen recommendation in such a manner that
      HSBC may have unimpeded usage of or title to that software in the event
      that SoftGen should cease to trade for any reason or file for
      bankruptcy or the provision by SoftGen of the source code to other
      users of SoftGen products.

 35.0 Schedules

 35.1
      SoftGen will seek to maintain to date the accuracy of the information
      provided in the Schedules of detail attached hereto which are
      incorporated in and form part of this Agreement.

                              Appended Schedules

      The following Schedules of detail are attached hereto and are included
      within and made applicable to this Agreement:

      Schedule 1 -   The Operating Programs and Customised Software
                     Developments

      Schedule 2 -   SOFTGEN CIMphony[TM] Pricing (HSBC Group)

      Schedule 3 -   SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES
                     SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES

      Schedule 4 -   SOFTGEN TECHNICAL ASSISTANCE

<page>

                                  Schedule 1
                                  ----------

      1a)  THE OPERATING PROGRAMS

      British Bank (BBME) - Dubai UAE 1998
      Contract Onetime Software License Costs                       USD
                                                                    ---
      (i)   HSBC Customised CallCenter GUI          x30            12,000
            CIMphony[TM] Universal Client Access    x30             4,500
      (ii)  CIMServer                               x1             15,000
      (iii) OAI Controller                          x1             15,000
                                                  Subtotal  USD    46,500

      1b)  THE CUSTOMISED SOFTWARE DEVELOPMENTS

           Contract Onetime Costs                                   USD
                                                                    ---
           HSBC Customised Composite GUI                          155,200
           Swipe Card (Track 3 descrambling)                        2,750
                                                Subtotal  USD     161,525

                                                Total  USD        208,025

      1c)  SOFTGEN SOFTWARE MAINTENANCE

           Contract Costs      Per 12 months                         USD
                                                                     ---
           British Bank (BBME) Dubai UAE      Year 1          15%  30,667.50
                                              After           10%  20,445.00

                                              Subtotal  USC        51,112.50

      1d)  SOFTGEN TECHNICAL ASSISTANCE / CONSULTANCY

                Contract Onetime Costs                               USD
                Development:                                         ---
                11 man-weeks SoftGen Software Architect            37,400
                6 man-weeks SoftGen Software Architect             30,000
                2 man-weeks (Chris Miller 15-26 June 1998)          3,700
                2 man-weeks Implementation (Dubai)                 68,400
                Testing / Remote Support:
                6 man-weeks (Dubai)                                30,400
                12 man-weeks UAT (Aug/Sept 98)                      3,600
                CTI Integration (Hypercom/Aspect May'98)            4,205
                Training/Expertise Transfer (Sept 1998)             9,375
                - SoftGen Software Architect                 USD    5,000
                - Air Fare                                   USD    2,800
                - Hotel 1 week                               USD      875
                - Subsistence                                USD      700

                                    Subtotal  USD                 187,080


      1e)  SOFTGEN TRAVEL /SUBSISTENCE
                Contract Onetime Costs                               USD
                Subsistence:                                         ---
                HK & Dubai Implementation 21 man-weeks             14,700
                Hotel:
                HK Development  13 nights                           3,250
                Dubai Implementation      4 man-weeks               5,600

                Air Fares:
                USA-HKG Flights/Visa          x6                   16,965
                                    Subtotal  USD                  40,515

      1f)  SOFTGEN TRAINING
                Contract Onetime Costs                               USD
                Training Manuals/CD-ROM                             7,600
                                              Subtotal  USD         7,600


<PAGE>


                                  Schedule 2
                                  ----------

 2)   SOFTGEN CIMphony[TM] Pricing (HSBC Group)

 2a)  CTI SERVER STANDARD SOFTWARE - ONETIME COSTS


 Onetime USD per                     Per First    Per         Per
 Site Server                         Primary      Subsequent  Contingency or
                                     Server       Primary     Redundant or
                                                  Server      Development
                                                              Server
 ---------------------------------   ---------    ---------   ----------
 (1)  CIMserver                      USD15,000    USD15,000   USD  7,500
 (2)  OAI Controller                 USD15,000    USD15,000   USD  7,500
 (3)  Statistics Server              USD10,000    USD10,000   USD  5,000
 (4)  Total Call Experience          USD 6,000    USD 6,000   USD  3,000
 (5)  Intelligent Routing            USD14,000    USD14,000   USD  7,000
 (6)  Basic Transaction Server V1    USD 6,250    USD 6,250   USD  3,125
 (7)  Screen Pop                     USD 6,000    USD 6,000   USD  3,000
 (8)  Enhanced Transaction Server    USD12,000    USD12,000   USD  6,250
      V2.0



 2b)  ENHANCED TRANSACTION SERVER SOFTWARE - DISCOUNT

      SoftGen shall offer to HSBC the following onetime purchase price
      reductions per maximum total number of host sessions per Enhanced
      Transaction Server software product per site:


                                    Maximum            Total
                                    no. sessions       Onetime
                                                       USD
                                    --------------     ----------
 (9)  CIMphony[TM] Enhanced         To 12 sessions     USD  6,250
 Transaction Server V2.0
                                    To 24 sessions     USD  8,000
                                    To 48 sessions     USD 10,000
                                    To 96 sessions     USD 12,000



 2c)  CLIENT WORKSTATION STANDARD SOFTWARE - LICENSE


 Onetime License USD per seat per
 site

 (10) CIMphony[TM] Basic Client Access   Minimum 10 seats   USD   150
      Enhanced Client Access                                USD   150
 (10) CIMphony[TM]Campaign Manager                          USD 1600


<PAGE>

                                  Schedule 3
                                  ----------

 3a)  SOFTGEN CIMphony[TM] SOFTWARE MAINTENANCE SERVICES

 SoftGen shall provide software maintenance services to HSBC according
 to the terms of this Agreement, and in respect of those standard SoftGen
 CIMphony[TM] products listed in Schedule 2 installed by HSBC as shown in
 Schedule 1 (the Operating Programs) together with those software
 developments (Customized Software Developments) for HSBC by SoftGen, at
 the annual percentages of the installed total onetime costs of Operating
 Programs, Further Operating Programs, Customised Software Developments or
 Further Customised Software Developments and the one time Software Licenses
 at each site as shown below:

      Percentage of installed total onetime cost

      First 12            Each 12 months
      months              thereafter
      ------              ---------
        15%*                10%*

 Software Maintenance support
 (by SoftGen Inc. or its agents to HSBC IT)
 [*not applicable to subsistence, travel and training costs]

 3b)  SOFTGEN CIMphony[TM] PROJECT MANAGEMENT SERVICES

 SoftGen shall provide Project Management services to HSBC according to the
 terms of this Agreement, and in respect of those standard SoftGen
 CIMphony[TM] products listed in Schedule 2 installed by HSBC as shown in
 Schedule 1 (the Operating Programs) together with those software
 developments (Customised Software Developments for HSBC by SoftGen, at the
 percentages of the installed total onetime costs of Operating Programs,
 Further Operating Programs, customised Software Developments or Further
 Customised Software Developments at each site as shown below:

                                         Percentage of total onetime
                                         Software or customization cost

 CTI SERVER STANDARD SOFTWARE (See 2a)                  10%

 CLIENT WORKSTATION STANDARD SOFTWARE (See 2c)          10%

 HSBC CUSTOMISED COMPOSITE GUI DESKTOP CLIENT (See 2d)  10%

 FURTHER CUSTOMISED SOFTWARE DEVELOPMENTS               15%
 (Any software developments particular to,
 specified and requested by HSBC at time of order)


 2d)  HSBC CUSTOMISED SOFTWARE DEVELOPMENTS
 The HSBC CallCentre client workstation software package, comprising the
 following customised CIMphony[TM] software shall be discounted for volume
 as follows based on total HSBC seat numbers installed globally:

 Onetime License USD per seat per site

 (12) HSBC Customised Composite GUI desktop client software (as at 1 October
      1999):

      Each HSBC                Onetime License
      Seat from                per Seat per Site
      ---------                -----------------
      Seats 1-50                    USD400
      Seats 51-100                  USD350
      Seats 101-150                 USD300
      Seats 151-200                 USD250
      Seats 201-250                 USD200
      Seats 251-300                 USD150
      Seats 301 upwards             USD100


<PAGE>

                                  Schedule 4
                                  ----------

 4)   SOFTGEN TECHNICAL ASSISTANCE

 SoftGen shall provide Technical Assistance via SoftGen Senior Software
 Architect and Junior Software Architect staff onsite at HSBC locations as
 requested according to the terms and conditions of this Agreement and at the
 Consultancy and Subsistence prices for Weekday, Weekend and Public Holiday
 support shown below:

 AT STANDARD NOTICE OF REQUEST
 (Received by SoftGen more than 4 days prior to start of requirement)


                              Per Weekday      Per Saturday   Per USA
                                               or Sunday      Public
                                                              Holiday**

 SoftGen Consulting Tariff:
 - Senior Software Architect  USD 1500         USD 1700       USD 1900
 - Junior Software Architect  USD 1000         USD 1200       USD 1400

 SoftGen Subsistence Tariff:
  - Hotel Accommodation                        At HSBC Cost and/or
                                               Arrangement
  - Subsistence per diem                       USD 120 per person per each
                                               calendar day
  - Air Fare
    (International origin or Intl.             USD2,800 per round trip
    destination)
    (USA or Canada origin or destination)      USD1,500 per round trip



 **   USA Public Holidays applicable:  Memorial Day, Christmas Days,
      Thanksgiving Day, Labor Day,
      Independence Day

 ANY EMEMERGENCY NOTICE OF REQUEST
 (Any request received by SoftGen at or less than 4 days prior to start of
 requirement)


 SoftGen Consulting Tariff:
 - As above, multiplied by two (x2)

 SoftGen Subsistence Tariff:
 - Hotel Accommodation               As above
 - Subsistence per diem              As above
 - Air Fare
   As above, multiplied by two (x2)


<PAGE>

                                  Schedule 5
                                  ----------

              Hongkong and Shanghai Banking Corporation Limited
                          Call Centre System Phase 1
                  EXTERNAL DESIGN FUNCTIONAL SPECIFICATIONS