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                               EXHIBIT 10.11

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                                                                   CONFIDENTIAL


                        SOLUTION PROVIDER AGREEMENT

      This SOLUTION PROVIDER AGREEMENT is entered into this 1st day of
September, 1999 by and between PARAGON MANAGEMENT SYSTEMS, INC., a California
corporation located at 593 W. Century Boulevard, Suite 1220, Los Angeles,
California 90045 ("Paragon"), and SOLUTION PROVIDER, a Japanese corporation
located at Hewlett Packard Japan, Ltd 3-29-21, Takaido- Higashi, Suginami-ku,
Tokyo, 163-8585, Japan ("Solution Provider").



1.    DEFINITIONS

      As used herein, the following terms shall have the meanings set forth.

      1.1.  "INCLUDES"; "INCLUDING". Except where followed directly by the
word "only", the terms "includes" or "including" shall mean "includes, but is
not limited to" and "including, but not limited to" respectively, it being
the intention of the parties that any listing following thereafter is
illustrative and not exclusive or exhaustive.

      1.2.  "SOFTWARE". The term "Software" shall mean the computer software
product of Paragon identified in Exhibit "A" attached hereto and incorporated
herein, and any New Release (as defined below), Corrected Version (as defined
below) or other version of such product which is provided to Licensee
subsequent to the Effective Date (as defined below).

      1.3   "SELL," "SALE". The terms "sell" and "sale," and similar terms,
are used herein in the context of distribution of the Product to mean the
sale of a license to use a copy of the Product. The transfer to an end user
of a copy of the Product is a license only and does not transfer any right,
title, or interest in or to the Product to such Customer.

      1.4   "NONCONFORMITY". The term "Nonconformity" shall mean a material
design error, design defect, functional defect, programming error or
anomaly, virus, data error or deviation from the specifications of, or
documentation for, the Software.

      1.5   "NEW RELEASE". The term "New Release" shall mean a new version of
the Product prepared to incorporate one or more of the following: (i)
improvement of speed, performance, capacity, ease of use or other aspects of
the Product; (ii) correction of Nonconformities in the Software; (iii) the
addition and/or deletion of features and/or functionality: or (iv) revision of
the Product as necessary or desirable for the Product to operate with any
upgraded versions of, or replacements for, any operating system.

      1.6   "DOCUMENTATION". The term "Documentation" shall mean the operator
and user manuals, training manuals, guides specifications and other
documentation customarily supplied by Paragon with the Software to licensees.

      1.7   "PRODUCT". The term "Product" shall mean the Software, the
Documentation and any other materials provided to Licensee by Paragon
hereunder or under any software maintenance agreement.

      1.8   "TERRITORY". The term "Territory" shall mean [*].

      1.9   "CUSTOMER". The term "Customer" shall mean a customer of
Solution Provider for the Product in the Territory.

      1.10  "EFFECTIVE DATE". The term "Effective Date" shall mean the date
first set forth above which, upon execution of this Agreement by both
parties, shall be the effective date of this Agreement.

      1.11  "TERMINATION DATE". The term "Termination Date" shall mean the
date upon which my termination of this Agreement, for any reason whatsoever
(including expiration), becomes effective.

      1.12  "OTHER TERMS". The following other terms are defined in the
Sections cited:


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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                          "CESSATION" -Section 16.1.2.
                          "CONFIDENTIAL INFORMATION" -Section 12.
                          "DAYS" -Section 19.12.
                          "END USER LICENSE" -Section 5.1.
                          "PARAGON MAINTENANCE AGREEMENT" -Section 7.1.
                          "TERM" -Section 3.1.


2.    "SOLUTION PROVIDER"

      As used by the parties in this Agreement, the concept of a solution
providers refers to a party who provides an integrated solution to customers,
and does not merely vend software. Such solution includes, in general terms,
analysis of the customer's needs to determine the appropriateness of the
particular software, determination of the configuration to be licensed,
issuing the license and receiving payment, delivering and assisting the
customer with installation of the software, providing post-sale support and
consulting to the customer, providing training to the customer's personnel,
and generally assuring the successful use of the software by the customer.
Such concept further includes the premises that the solution provider will
provide the entire set of these services, and not just a portion of such
services, and will provide such services itself or through an authorized (by
Paragon) subcontractors or other third parties. [*] is an authorized
subcontractor for the purposes of this agreement). The specific obligations
of Solution Provider are set forth in this Agreement.

3.    TERM

      3.1.   TERM. The term of this Agreement will commence on the date set
forth above and will continue for a period of [*], unless earlier terminated
as provided herein (the "Term"). Except as expressly set forth, this
Agreement may not be terminated by either party except in accordance with
Section 11.

      3.2    RENEWAL. Neither party will be under any obligation to renew or
extend the operation of this Agreement or to enter into any new agreement with
the other party following the expiration of the Term (including any previous
renewals or extensions); and neither party will be under any obligation of
any kind whatsoever to the other party by reason of any failure or refusal to
renew or extend the operation of this Agreement or to enter into any new
agreement with the other party, following expiration of the Term. In the
event of any renewal of this Agreement, the term "Term" will include the
period of such renewal.

4.    APPOINTMENT AS SOLUTION PROVIDER

      4.1    APPOINTMENT. Paragon hereby appoints, and Solution Provider
hereby accepts such appointment, as a nonexclusive solution provider of the
Software in the Territory during the Term, subject to the terms and
conditions of this Agreement and provided that Solution Provider complies
with such terms and conditions.

      4.2.   RESERVED RIGHTS. All rights not specifically and expressly
granted by Paragon to Solution Provider are hereby reserved by Paragon.

5.    DUTIES OF SOLUTION PROVIDER

      5.1    MARKETING AND SALE OF SOFTWARE. During the Term, Solution
Provider agrees to make a diligent and concerted effort to market the
Software in the Territory. All sales by Solution Provider shall be subject to
the condition that each Customer executes Paragon's standard end user license
agreement a copy of which is attached hereto as Exhibit "C" (the "End User
License"). Solution Provider will not authorize Customer to use nor assist in
Customer using, the Product in any manner which is inconsistent with the End
User License, and if Solution Provider knows or has convincing evidence that
a Customer is violating any provision of the End User License, Solution
Provider shall promptly notify Paragon of such violation in writing.

      5.2    NO SUBDISTRIBUTORS NO DELEGATION. Paragon is entering into this
Agreement based upon Paragon's confidence that Solution Provider is capable
of acting as a solution provider as described in Section 2 above and as
otherwise provided in this Agreement, which confidence is specific to
Solution Provider. Accordingly, Solution Provider shall not have any right
to, and shall not, use any subdistributors.


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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     5.3. NO RIGHT TO REPRODUCE, MODIFY OR REVERSE ENGINEER. Nothing in this
Agreement will be construed as giving Solution Provider any right to, and
Solution Provider agrees that it will not, manufacture or modify the Software
or to otherwise make copies of the Software or any User Documentation,
except as expressly and clearly permitted by this Agreement. Solution
Provider agrees that it will not, and will not permit or assist any other
party to, reverse engineer all or any part of the Software.

     5.4. PRODUCT EXPERTISE. Solution Provider and its staff will be
conversant with the Software and similar computer products in general, and
will develop sufficient knowledge of the industry, and of the (including
specifications, feature and benefits) so as to be able to explain the
Software in detail to customers. Solution Provider will conduct or provide
for any training of its personnel that may be necessary to impart such
knowledge.

     5.5. NOTIFICATION. Solution Provider will notify Paragon in writing of
any claim or proceeding involving the Software no later than [*] after
Solution Provider learns of such claim or proceeding. Solution Provider will
also report promptly to Paragon all claimed or suspected product defects.

     5.6. SOLUTION PROVIDER COVENANTS WITH RESPECT TO MARKETING PRACTICES.
Solution Provider will (i) conduct business in a manner that reflects favorably
at all times on the Software and the good name, goodwill and reputation of
Paragon; (ii) avoid deceptive, misleading or unethical practices that are or
might be detrimental to Paragon, the Software, or the public, including but
not limited to disparagement of Paragon or the Software; (iii) make no false
or misleading representations with respect to Paragon or the Software; (iv) not
publish or employ or cooperate in the publication or employment of any
misleading or deceptive advertising material; (v) make no representations,
warranties or guaranties to anyone with respect to the specifications,
features or capabilities of the Software that are inconsistent with the
literature distributed by Paragon, including all warranties and disclaimers
contained in such literature; and (vi) not engage in illegal or deceptive
trade practices such as bait and switch techniques or any other practices
proscribed under this subparagraph.

     5.7. COMPLIANCE WITH LAWS. Solution Provider will comply with all
applicable national, provincial, regional and local laws and regulations in
performing its duties hereunder and in any of its dealing with respect to the
Product.

     5.8. NOTIFICATION OF ACTUAL OR POTENTIAL VIOLATION OF LAW. Solution
Provider will promptly notify Paragon in the event that Solution Provider
knows that any act or refrainment from acting required by or contemplated
under this Agreement violates any law, rule or regulation (whether criminal
or non-criminal) of [*].

     5.9. GOVERNMENT APPROVAL. If any approval with respect to this
Agreement, or the registration thereof, will be required at any time during
the Term, with respect to giving legal effect to the Agreement in the
Territory or portion thereof, or with respect to compliance with exchange
regulations or other requirements so as to assure the right of remittance in
U.S. Dollars, Solution Provider will immediately take whatever steps may be
necessary in this respect, and any and all charges or expenses incurred in
connection therewith will be borne solely by the party responsible for taking
such steps in the particular instance. Solution Provider will keep Paragon
currently informed of its efforts in this connection. Paragon will not be
required to ship the Software to Solution Provider hereunder until Solution
Provider has provided Paragon with satisfactory evidence that such approval
or registration is not required or that it has been obtained.

6.   ORDERS, ENTRY INTO TERRITORY; DELIVERY AND INSTALLATION

     6.1. ORDERS. Solution Provider will place all orders in writing for the
Product with Paragon at its address set forth herein, which orders will be
subject to acceptance by Paragon, which acceptance will be given or refused
within [*] of actual receipt by Paragon of each order. Paragon will use its
best efforts to fill and ship each accepted order within the time specified
in such order or, if no time is specified, within a reasonable time, provided
that no order will specify a delivery date later than [*] after the date of
such order. Except as Paragon may from time to time otherwise specify all
orders will be shipped C.I.P. point of delivery with risk of loss for all
copies of the Product included in such order passing to Solution Provider.
Each order placed by Solution Provider for copies of the Product will be
deeded to incorporate all of the terms and conditions of this Agreement, and


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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any terms and conditions of such product order which are in addition to or
inconsistent with the terms and conditions of this Agreement will be deemed
stricken from such order.

     6.2. PARAGON CANCELLATION OR DELAY. Paragon reserves the right to cancel
any orders placed by Solution Provider accepted by Paragon as set forth
above, or to refuse or delay shipment thereof, if Solution Provider (i)fails
to make any payment as provided herein or under the terms of payment set forth
in any invoice or otherwise agreed to by Paragon and Solution Provider, (ii)
fails to provide an executed License Agreement from the Customer for whom the
order is placed, or (iii) otherwise fails to comply with the terms and
conditions of this Agreement. Paragon also reserves the right to discontinue
the publication, distribution or licensing of the Software at any time, and
to cancel any orders for copies of the Product without liability of any kind
to Solution Provider or to any other person. No such cancellation, refusal,
or delay will be deemed a breach of this Agreement by Paragon.

     6.3. ENTRY INTO TERRITORY. Paragon will have sole responsibility for
arranging any permits, notices, bonds, inspections or other requirements for
entry of copies of the Product into the Territory. Paragon will be solely
responsible for any customs duties, import taxes, tariffs or any other
amounts required to be paid in connection with the entry of copies of the
Product into the Territory. If Solution Provider is required by law to make
any reduction or to withhold from any sum payable to Paragon by Solution
Provider, Solution Provider shall effect such reduction or withholding and
remit such amounts to the appropriate taxing authorities and promptly furnish
Paragon with tax receipts evidencing the payment of such amounts.

     6.4. DELIVERY AND INSTALLATION. Upon receipt of a copy of the Product
for a Customer, Solution Provider shall deliver such copy to the Customer on
a timely basis, and shall provide the Customer with such assistance in the
installation of the Software as such Customer shall reasonable request.

7.   MAINTENANCE AND TECHNICAL SUPPORT OF THE SOFTWARE

     7.1. MAINTENANCE AGREEMENT REQUIRED. Each Customer who acquires a copy
of the Product shall be required, as a condition to acquiring such copy, to
enter into Paragon's standard Maintenance Agreement attached hereto as
Exhibit "D" (the "Paragon Maintenance Agreement") with Paragon at an
additional fee, to become effective upon the Effective Date of this Agreement
and to continue for a term of [*], which term may be renewed at such
Customer's sole option for [*] terms.

     7.2. PARAGON'S MAINTENANCE OBLIGATIONS. Paragon agrees that it will
perform all maintenance obligations set forth in each Paragon Maintenance
Agreement entered into by Paragon with a Customer, except as expressly set
forth herein.

     7.3. PRIMARY TECHNICAL SUPPORT TO BE PROVIDED BY SOLUTION PROVIDER.
Unless otherwise agreed in writing, Solution Provider agrees that it will be
responsible for providing, and will provide, technical support to each
Customer, including reasonable telephone, e-mail, facsimile or written
consultation concerning the installation, use, operation and maintenance of
the Software. Solution Provider shall maintain a staff of skilled support
technicians experienced in the computer-assisted-manufacturing industry.
Telephone support shall be available at least during Solution Provider's
normal business hours. In addition, Solution Provider will provide each
Customer with a telephone number for use in emergency situations to reach a
Solution Provider technician. Solution Provider will also act as a liaison
between Customers and Paragon with respect to the correction of, or creation
of workarounds for, Noncomformities and for any other matters which Solution
Provider is not reasonably able to resolve without Paragon's assistance. The
[*] received by Solution Provider with respect to Paragon Maintenance
Agreements entered into during the Term by Customers shall by payment in
full for all obligations of, services provided by, Solution Provider under
this Section 7.

     7.4. PARAGON TECHNICAL SUPPORT OF SOLUTION PROVIDER. Paragon shall
provide to Solution Provider reasonable telephone, e-mail, facsimile or
written consultation with respect to questions or problems of Customers
concerning the Software which Solution Provider is not able to resolve on its
own. Telephone support shall be available to Solution Provider during
[*]. In addition, Paragon will provide
Solution Provider with a telephone pager number for use in emergency
situations to reach a Paragon technician.


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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     7.5. EXCLUSIONS FROM PARAGON'S MAINTENANCE AND TECHNICAL SUPPORT
OBLIGATIONS. The following are excluded from Paragon's obligations under this
Agreement, and Paragon shall have no obligations to Customer with respect to:

          (a)  Any problem with the Product resulting from the misuse,
improper use or improper alteration of the Product or any portion thereof,
or from the failure to use the Product in accordance with the Documentation
and any instructions given by Paragon technical personnel;

          (b)  Any problem caused by modifications not approved by Paragon;

          (c)  Any problem resulting from the combination of the Product with
other software programs or programming not approved by;

          (d)  Any problem arising with respect to the user of a version of
the Product other than the most current New Release, where such problem was
corrected in a version subsequent to the version Customer is then using and
the subsequent version was made available to Customer;

          (e)  Any problem relating the sufficiency, installation or
maintenance (or lack thereof) of any equipment, telecommunications lines,
communications interfaces or other hardware necessary to operate the Product
or used by Customer in the operation of the Product; and

          (f)  Any problem arising with respect to the use of a version of
the Product which has been superseded by two or more New Releases.

8.   PRICES; PAYMENT

     8.1. PRICES, FEES [*]. The prices, fees [*] to Solution Provider for the
Product and for the Maintenance Agreement will be as set forth in Exhibit "E"
attached hereto, in [*].

     8.2. PAYMENT FORMS. All payments due to Paragon hereunder will be made
by cashier's check, wire transfer or any other reliable method mutually
agreed by Paragon and Solution Provider. All payments will be made in [*].

     8.3. TAXES. Solution Provider will be solely responsible for any
national, provincial or local sales, use, value added or other tax, imposed
arising out of or related to any of the domestic transactions in [*]
contemplated under this Agreement, other than any tax based on Paragon's net
income. Solution Provider will pay directly, or reimburse Paragon for, the
amount of such sales, use, value added or other tax, tariff, duty or
assessment which Paragon is at any time obligated to pay or collect. Solution
Provider will be responsible for providing Paragon with copies of resale
certificates or other documents evidencing to Paragon's reasonable
satisfaction any exemption which Solution Provider claims from any sales,
use, value added or other tax, tariff, duty or assessment which Paragon
reasonable determines it would have to pay or collect arising out of or
related to any of the transactions contemplated under this Agreement in the
absence of such an exemption.

     8.4. AUDIT RIGHTS. Solution Provider agrees to allow Paragon's
representatives and/or independent auditors, at Paragon's sole expense, to
audit and analyze appropriate and relevant accounting records of, at the
premises of, Solution Provider to verify accurate and full accounting for and
payment of all moneys due to Paragon hereunder and to verify Solution
Provider's compliance with the terms and conditions of this Agreement,
provided that if any such audit discloses a discrepancy of more than [*] of
the amount due for the period as to which the discrepancy has arisen,
Solution Provider shall pay the auditors' charges for such audit. Any
discrepancy, of any amount, disclosed by any audit shall be promptly
corrected by the party who incorrectly benefited from such discrepancy. Any
such audit shall be permitted during business hours not sooner than [*] after
receipt of Paragon's written request.


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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     8.5   [*]

9.   EXPENSES

     Except as expressly set forth herein, each party shall bear all expenses
incurred by such party in connection with its performance hereunder. In no
event shall either party incur any expense whatsoever on behalf of the other
party without first having received written authorization from such other
party.

10.  PRODUCT CHANGES

     Paragon reserves the right at any time to discontinue the production or
distribution of any of the Software, to change the design or specifications
of the Software and any parts thereof, and to change its service, warranty or
or other policies, upon [*] notice to Solution Provider, without further
obligation of any kind whatsoever to Solution Provider or to any Customer.

11.  TERMINATION

     11.1.  TERMINATION FOR CAUSE.  Either party may terminate this Agreement
at any time in the event that the other party materially fails to perform any
of its material obligations hereunder. Such termination shall be effected by
giving [*] written notice of termination to the other party stating in
reasonable detail the asserted failure. If before the end of the [*] notice
period the party against whom such failure was asserted cures the asserted
failure, then the notice of termination shall be void and this Agreement
shall continue in force.

     11.2.  TERMINATION FOR PROPRIETARY RIGHTS VIOLATION.  Notwithstanding
Section 11.1 above, Paragon may terminate this Agreement at any time prior to
the expiration of its stated term effective immediately upon written notice
of termination to Solution Provider in the event that Solution Provider fails
to perform any obligation, warranty, duty or responsibility or is in default
with respect to any other term or condition undertaken by Solution Provider
under this Agreement which pertains to or affects any proprietary right of
Paragon, and such failure or default continues unremedied for a period of
[*] after written notice of such failure or default from Paragon.

     11.3.  AUTOMATIC TERMINATION ON BANKRUPTCY OF THE PARTIES. This Agreement
will terminate automatically, with no further act or action required of
either party to effect such termination, if a receiver is appointed for
Solution Provider or Paragon or its property, Solution Provider or Paragon
makes an assignment for the benefit of its creditors, any proceedings are
commenced by, for or against Solution Provider or Paragon under any
bankruptcy, insolvency for debtor's relief law, or Solution Provider or
Paragon is liquidated or dissolved.

     11.4.  TERMINATION WITHOUT CAUSE. Either party may terminate this
Agreement without cause at any time by giving [*] written notice of
termination to the other party.

     11.5.  EFFECTS OF TERMINATION. On or before the effective date of any
termination of this Agreement for any reason whatsoever, Solution Provider
shall: (i) cease all marketing and sale of the Product; (ii) cease all
representation that Solution Provider is an authorized reseller of the
Product; (iii) cease all display, advertising and use of all Paragon names,
marks, logos and designations and will not thereafter use, advertise or
display any name, mark or logo which is, or any part of which is, similar to
or confusing with any such designation associated with any Paragon Product;
and (iv) return to Paragon all Documentation and any other materials provided
by Paragon, and all copies thereof. Upon such termination, each party's
rights and obligations shall terminate except as set forth in Section 11.10
below. In addition, all amounts owed by Solution Provider to Paragon will be
accelerated so they become due and payable on the Termination Date, even if
longer terms had been provided previously. Except as expressly set forth, no
termination of this Agreement shall relieve Solution Provider of any
obligation for amounts due to Paragon as of the Termination Date. The
termination of this Agreement shall be without prejudice to, and shall not
exclude or limit,


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any other right or remedy either party may have, except as expressly
provided. In the event of termination the parties will agree as to the best
method for continuing maintenance for the Customer.

     11.6.  ORDERS PENDING AT OR RECEIVED AFTER TERMINATION NOTICE. In the
event that any notice of termination of this Agreement is given by either
party, Paragon will be entitled to reject such order. In addition, Paragon
will have the right to require that all or any part of any such orders be
prepaid. Except in the case in which Paragon has terminated this Agreement
for cause, [*]. The fee shall be the dollar amount [*] Solution Provider
would have received, provided that the fee shall only be payable to Solution
Provider upon receipt of payment in full from the Customer, and shall be paid
within [*] after the date on which Paragon has received full payment. Paragon
shall have the right to offset payment of such amounts against any amounts
due from Solution Provider to Paragon. In the case in which Paragon has
terminated this Agreement for cause, Solution Provider shall not be entitled
to any fee or other compensation with respect to sales consummated after the
Termination Date. In no event will Solution Provider be entitled to receive
any commission, fee [*] with respect to any Paragon Maintenance Agreement
entered into after the Termination Date, and Solution Provider shall be
required to pay Paragon the full fee therefor received from the Customer.

     11.7.  REFUND OF MAINTENANCE FEES AFTER TERMINATION DATE. Because [*]
given to Solution Provider on fees for Paragon Maintenance Agreements entered
into by Customers is payment for services provided by Solution Provider under
Section 7 above, upon termination of this Agreement for any reason whatsoever
Paragon shall be entitled to a refund from Solution Provider of the unused
portion of [*] under each Paragon Maintenance Agreement. The amount of the
refund shall be determined by [*]. Paragon shall have the right to offset
payment of any amounts due from Paragon to Solution Provider against any
refund amount due from Solution Provider to Paragon.

     11.8.  NO LIABILITY FOR TERMINATION. Neither party to this Agreement
shall be liable to the other party by reason of termination of this Agreement
for compensation, reimbursement or damages on account of any loss of
prospective profits on anticipated sales or on account of expenditures,
investments, leases or other commitments relating to the business or goodwill
of either party, notwithstanding any law to the contrary. No termination of
this Agreement shall release Solution Provider from its obligation to pay
Paragon any amounts which accrued prior to the Termination Date or which
shall accrue to Paragon after the Termination Date.

     11.9.  NO EFFECT ON AUTHORIZED USE BY CUSTOMERS. The rights of any
Customers shall be determined by the End User License between Paragon and
each Customer, and the termination of this Agreement shall not itself affect
such Agreement or the authorized use of the Product by any Customer. The
rights of authorized Customers are independent of this Agreement.

     11.10.  SURVIVAL. The rights and obligations set forth in Sections 5.3,
5.5, 8.3, 9, 11.5-11.10 and 12-19 shall survive any termination of this
Agreement for any reason whatsoever.

12.  CONFIDENTIALITY

     12.1.  CONFIDENTIAL INFORMATION. "Confidential Information" as used in
this Agreement shall mean any information or material which is proprietary to
the disclosing party or designated as Confidential Information by the
disclosing party whether or not owned or developed by the disclosing party,
which is apparently not known other than by the disclosing party, and which
the receiving party may obtain knowledge of through or as a result of the
relationship established hereunder with the disclosing party, access to the
disclosing party's premises, or communications with the disclosing party's
employees or independent contractors. Confidential Information also includes
any information which the disclosing party obtains from any third party which
the disclosing party treats as proprietary or designates as Confidential
Information. Confidential Information shall not include information that (i)
is known by the receiving party at the time of receipt from the disclosing
party which is not subject to any other non-disclosure agreement between the
parties; (ii) is now, or hereafter becomes, generally known to the industry
through no fault of the receiving party, or which is later intentionally
published or generally disclosed to the public by the disclosing party; or
(iii) is otherwise lawfully and independently developed by the receiving
party, or is lawfully


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acquired from a third party without any obligation of confidentiality. The
receiving party shall bear the burden of showing that any of the foregoing
exclusions applies to any information or materials.

     12.2.  NO USE OR DISCLOSURE. Each party agrees to hold in confidence and
not disclose or reveal to any person or entity the Confidential Information
received hereunder with the clear and express prior written consent of a duly
authorized representative of the disclosing party. Each party shall hold in
confidence the Confidential Information for [*] after this Agreement is
terminated.

     12.3  LEGALLY REQUIRED DISCLOSURE. In the event a receiving party hereto
is directed to disclose any portion of a disclosing party's Confidential
Information or any other materials proprietary to the disclosing party in
conjunction with a judicial proceeding or arbitration or pursuant to any
other legal order or requirement, such receiving party shall immediately
notify the disclosing party both orally and in writing, and shall provide
reasonable cooperation to the disclosing party should the disclosing party
seek a protective order or other relief with respect to the directed
disclosure.

13.  NONSOLICITATION

     Each party agrees that it will not, during the term of this Agreement
and for a period of [*] thereafter, directly or indirectly solicit, interfere
with, or entice away from the other party any employee or independent
contractor of such other party, or attempt to do so.

14.  OWNERSHIP; PROPRIETARY RIGHTS

     Title to the Product and any and all other products, trade secrets and
other proprietary information of Paragon and all copies of all or any portion
thereof, and all proprietary rights therein and thereto, including all
copyrights and trade secret rights, shall remain with Paragon. Solution
Provider shall reproduce and include in all permitted copies of the Product
all proprietary rights notices or legends of Paragon as they appear in the
original from which the copies were made. Solution Provider shall not remove,
cover, alter, or obfuscate any copyright notices or other proprietary rights
notices placed or embedded by Paragon on or in the Product. Solution Provider
shall not have a right to, and shall not, modify or adapt the Product, or
merge the Product into any other program or materials. Solution Provider
agrees not to attempt to decompile, disassemble, or otherwise reverse
engineer the object code of the Product. Paragon shall have no obligation to
provide Solution Provider with a copy of, and Solution Provider acquires no
rights of any kind with respect to, any source code. Solution Provider
acknowledges that there are no circumstances under which Solution Provider is
entitled to receive the source code of the Product.

15.  TECHNICAL DISABLING MEASURES

     Solution Provider understands and acknowledges that Paragon may have
included instructions within the Software that will make the Software
inaccessible without an authorized password or will render the Software
inoperative in unauthorized use (including unauthorized copies), and that the
Software may become inoperative in the event any attempt is made to disable
these instructions. Solution Provider agrees that it will not make, nor will
it permit any other person to make, any attempts, either direct or indirect,
to disable, circumvent or otherwise render ineffective these instructions. In
the event that the Software becomes inoperative as a result of a violation of
this Section 15, Paragon's warranties set forth in this Agreement will be
void with respect to the Software and product affected, and Paragon shall be
under no obligation to restore the operability of the Software or to provide
Solution Provider with an operable copy of the Software.

16.  PARAGON REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; LIMITATIONS OF
     LIABILITY

     16.1.  PROPRIETARY RIGHTS WARRANTY.

            16.1.1.  WARRANTY. Paragon hereby represents and warrants to
Solution Provider, that Paragon has the full right, power, and authority to
enter into and perform this Agreement, and that no part of the Product shall
infringe or constitute wrongful use of any copyright, trade secret, U.S.
patent or U.S. trademark of any third party.

            16.1.2.  CORRECTION AND REMEDIES. In the event that the Product
is, or in the reasonable judgment of Paragon is likely to become, the subject
of any legal action based upon a claim of infringement, Paragon may


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>

                                                             CONFIDENTIAL

demand that Solution Provider cease to market and sell the Product until and
unless there is a final judgment or other final resolution establishing
Paragon's right to continue using the Product. In the event that Solution
Provider ceases to market and sell the Product as a result of any legal
action or threatened legal action upon Paragon's demand (a "Cessation",
Paragon shall (i) modify the Product, (ii) procure the right for Solution
Provider to market and sell the Product, or (iii) provide Solution Provider
with functionally equivalent software to use in place of the Product. In the
event that Paragon is not able to achieve any of the foregoing in a
commercially reasonable manner or at a commercially reasonable cost, in
Paragon's reasonable discretion, then except for Paragon's indemnification
provided in Section 17.1 below, Solution Provider's sole remedy, and
Paragon's sole liability, with respect to a Cessation and/or with respect to
any infringement by the Product, shall be to terminate this Agreement in
accordance with Section 11.1 and 11.5.

     16.2.  WARRANTY VOID.  The representations and warranties set forth in
Section 16.1 above shall be void if Solution Provider makes any attempt to,
or does: (i) modify the Product; (ii) access the Software from unauthorized
workstations or computers; (iii) defeat any technical protection measures
embedded in the Software; or (iv) use the Product in any other unauthorized
manner.

     16.3.  DISCLAIMERS.  EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 16.1
ABOVE, PARAGON MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCT TO
SOLUTION PROVIDER OR TO ANY OTHER PERSON. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE LIMITED WARRANTIES REFERRED TO IN SECTION 16.1 ABOVE ARE
THE ONLY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, THAT PARAGON MAKES WITH
RESPECT TO THE PRODUCT, AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE HEREBY DISCLAIMED. PARAGON DOES NOT MAKE TO SOLUTION PROVIDER OR
ANY OTHER PARTY, BY VIRTUE OF THIS AGREEMENT OR OTHERWISE, AND HEREBY
EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT
TO SOLUTION PROVIDER' ACTIVITIES CONDUCTED THROUGH THE USE OF THE LICENSED
MATERIALS.

     16.4.  NO PASS-THROUGH OR EXTENSION OF WARRANTY.  PARAGON DOES NOT MAKE
BY VIRTUE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, AND
PARAGON HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO ANY
THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OR SUPPLIERS OF
SOLUTION PROVIDER), WITH RESPECT TO THE PRODUCT, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. SOLUTION PROVIDER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND
WILL TAKE ALL MEASURES NECESSARY TO INSURE THAT NEITHER IT NOR ANY OF ITS
EMPLOYEES OR AGENTS MAKES OR PASSES ON, OR ATTEMPTS TO MAKE OR PASS ON, ANY
SUCH REPRESENTATION OR WARRANTY ON BEHALF OF PARAGON TO ANY THIRD PARTY
(INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OR SUPPLIERS OF SOLUTION PROVIDER).
Any warranty provided by Paragon in favor of any Customer shall be whatever
warranty is provided in any End User License and/or Maintenance Agreement
between Paragon and such Customer directly.

     16.5.  NO COMBINATION CLAIMS.  Notwithstanding anything to the contrary
contained in this Agreement, Paragon shall not be liable to Solution Provider
for any claim of any kind arising from or based upon the combination,
operation or use of the Product with any other equipment, data or programming
not supplied or specified by Paragon, or arising from problems peculiar to
any Customer's computer system configuration, or arising from any alteration
or modification of the Product not performed by Paragon.

     16.6.  LIMITATIONS OF LIABILITY; EXCLUSION OF CERTAIN DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND EXCEPT FOR
VIOLATIONS OF SECTION 12 AND 14, PARAGON AND SOLUTION PROVIDER SHALL NOT
UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR PUNITIVE,
EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, EVEN IF EITHER PARTY HAS BEEN APPRISED OF THE
LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT, EXCEPT FOR VIOLATIONS OF
SECTIONS 8, 12 AND 14 SHALL PARAGON AND SOLUTION PROVIDER'S LIABILITY
(WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) TO EACH OTHER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE


<PAGE>

                                                             CONFIDENTIAL

MARKETING, SALE OR USE OF THE PRODUCT EXCEED, IN THE AGGREGATE OF ALL CLAIMS,
[*].

     16.7.  YEAR 2000 COMPLIANCE.  Paragon warrants that the Products are Year
2000 compliant.

17.  INDEMNIFICATION

     17.1. INDEMNIFICATION BY PARAGON.  Paragon, at its sole expense, will
defend, indemnify and hold Solution Provider harmless from and with respect
to any loss or damage (including reasonable attorneys' fees and costs)
incurred in connection with, any suit or proceeding brought by a third party
against Solution Provider insofar as such suit or proceeding shall be based
upon a claim by such third party alleging that:

          (i)     the Software infringes or constitutes wrongful use of any
                  copyright, trade secret, U.S. patent or U.S. trademark of
                  any third party, or

          (ii)    the Software does not conform to [*] (except
                  that the foregoing shall not apply to any claim based upon
                  a theory of product liability with respect to any product
                  of any Customer or any component thereof, as to which claim
                  Paragon shall have no obligation to indemnify Solution
                  Provider).

provided Solution Provider gives Paragon prompt written notice of any such
claim and provides Paragon such reasonable cooperation and assistance as
Paragon may request from time to time in the defense thereof. Paragon shall
pay any damages and costs assessed against Solution Provider (or paid or
payable by Solution Provider pursuant to a reasonable settlement agreement)
in connection with such a suit or proceedings, provided Solution Provider has
given Paragon prompt written notice of such claim.

     17.2.  INDEMNIFICATION BY SOLUTION PROVIDER.  Solution Provider, at its
sole expense, will defend, indemnify and hold Paragon harmless from and with
respect to any loss or damage (including reasonable attorneys' fees and
costs) incurred in connection with, any suit or proceeding brought by a third
party (including a Customer) against Paragon insofar as such suit or
proceeding shall be based upon:

          (i)     any claim with respect to any product of a Customer
                  (including any claim under any theory of product liability
                  with respect to any product of a Customer or any component
                  thereof);

          (ii)    any claim with respect to the marketing, sale or use of the
                  Product; or

          (iii)   any claim arising out of or relating to any act or omission
                  of Solution Provider,

provided Paragon gives Solution Provider prompt written notice of any such
claim and provides Solution Provider such reasonable cooperation and
assistance as Solution Provider may request from time to time in the defense
thereof. Solution Provider shall pay any damages and costs assessed against
Paragon (or paid or payable by Paragon pursuant to a reasonable settlement
agreement) in connection with such a suit or proceeding, provided Paragon has
given Solution Provider prompt written notice of such claim.

18.  NOTICES

     Except as specifically provided herein, all notices required hereunder
shall be in writing and shall be given by: (i) personal delivery, in which
case notice shall be deemed effective upon personal delivery; or (ii)
national overnight courier service, in which case notice shall be deemed
effective one (1) business day following deposit with the national overnight
courier service; or (iii) International mail, certified or registered,
postage prepaid, return receipt requested, in which case notice shall be
deemed effective three (3) days following deposit in the mail. The addresses
for giving notice shall be the parties' respective addresses first set forth
above, or any other address as shall be specified by a party in a written
notice to the other party.

19.  MISCELLANEOUS

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                                             CONFIDENTIAL

     19.1.  ENTIRE AGREEMENT.  This Agreement (including all the exhibits
hereto) constitutes the entire understanding and agreement between the
parties hereto and supersedes any and all prior or contemporaneous
representations, understandings and agreements between Solution Provider and
Paragon with respect to the subject matter hereof, all of which are merged
herein. It is expressly understood and agreed that no employee, agent or
other representative of Paragon has any authority to bind Paragon with regard
to any statement, representation, warranty, or other expression unless the
same is specifically set forth or incorporated by reference herein. It is
expressly understood and agreed that, there being no expectation of the
contrary between the parties hereto, no usage of trade or custom and practice
within the industry, and no regular practice or method of dealing between the
parties hereto, shall be used to modify, supplement or alter in any manner
the terms of this Agreement or any part hereof. This Agreement shall not be
modified, amended or in any way altered except by an instrument in writing
signed by an officer in Paragon and by Solution Provider.

     19.2.  AMENDMENTS.  All amendments or modifications of this Agreement
shall be binding upon the parties despite any lack of consideration so long as
the same shall be in writing and executed by the parties hereto in accordance
with the other terms of this Agreement regarding modifications.

     19.3.  WAIVER.  No waiver of any provision of this Agreement or any
rights or obligations of either party hereunder shall be effective, except
pursuant to a written instrument signed by the party or parties waiving
compliance, and any such waiver be effective only in the specific instance and
for the specific purpose stated in such writing.

     19.4.  NO ASSIGNMENT BY PARTIES.  Solution Provider and Paragon may not
assign or transfer this Agreement or any of its rights, duties or obligations
hereunder and this Agreement may not be involuntarily assigned or assigned by
operation of law, without the prior written consent of the other party, which
consent may be granted or withheld by the other party in its sole discretion.
The sale or transfer of any portion of Solution Provider's or Paragon's
business (including to any corporation owning, owned by or affiliated with
Solution Provider or Paragon), or the combination of any of Solution
Provider's or Paragon's business with any other business (including with any
corporation owning, owned by or affiliated with Solution Provider or
Paragon), shall be considered an assignment for purposes of this Agreement
and subject to the prohibition set forth in this Section 19.4. Any attempted
assignment without such consent shall be null and void. This Agreement shall
be binding upon and inure to the benefit of each of the parties hereto and
their respective legal successors and permitted assigns.

     19.5.  INDEPENDENT PARTIES.  Nothing contained herein shall be deemed to
create or construed as creating a joint venture or partnership between
Solution Provider and Paragon. Neither party is, by virtue of this Agreement
or otherwise, authorized as an agent or legal representative of the other
party. Neither party is granted any right or authority to assume or to create
any obligation or responsibility, express or implied, on behalf of or in the
name of the other party or to bind such other party in any manner. Further,
it is not the intention of this Agreement or of the parties hereto to confer
a third party beneficiary right of action upon any third party or entity
whatsoever, and nothing set forth in this Agreement shall be construed so as
to confer upon any third party or entity other than the parties hereto a
right of action under this Agreement or in any manner whatsoever, except that
the disclaimers of Paragon's warranties, limitations of Paragons's liability
and rights to indemnification of Paragon shall also apply to any licensor of
Paragon's.

     19.6.  SEVERABILITY OF PROVISIONS.  In the event that any provision
hereof is found invalid or unenforceable pursuant to judicial decree or
decision such provision shall be construed to be limited or reduced so as to
be enforceable to the maximum extent allowed by applicable law, and if such
construction shall not be feasible, then such provision shall be deemed to be
deleted herefrom. In any event, the remainder of this Agreement shall remain
valid and enforceable, and shall be enforced, according to its terms.

     19.7.  FORCE MAJEURE.  No party hereto shall be deemed in default if its
or his performance or obligations hereunder are delayed or become impossible
or impractical by reason of any act of God, war, fire, earthquake, labor
dispute, accident, civil commotion, epidemic, act of government or government
agency or officers, or any other cause beyond such party's control.

     19.8.  REMEDIES.  All rights and remedies of the parties under this
Agreement and under the law are separate and cumulative, except as otherwise
expressly provided in this Agreement.

     19.9.  FORUM AND JURISDICTION.  This Agreement was entered into in the
State of California, and its validity, construction, interpretation and legal
effect shall be governed by the laws and judicial decisions of the State of


<PAGE>
                                                                   CONFIDENTIAL


California applicable to contracts entered into and performed entirely
within the State of California and by applicable federal law, and the
choice-of-law provisions of California law shall not be applied to substitute
the law of any other State or nation, and excluding the United Nations
Convention on the International Sale of Goods. The parties expressly agree
that any action arising out of or relating to this Agreement shall be filed and
maintained only in the courts of the State of California for the County of
Santa Clara. The parties hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such action.
Notwithstanding the foregoing, each party agrees that in the event that a
party to this Agreement becomes engaged in litigation against a third party
in any other court in the United States, and such litigation reasonably
requires the determination of the rights and obligations of the parties
hereto under this Agreement (including any right of indemnification under
Section 17 above), the other party hereto will submit to the personal
jurisdiction of the court in which such action is maintained for purposes of
such determination, in which event the submission to personal jurisdiction
shall apply to determination of any other claims between the parties hereto
which may properly be brought as part of such litigation.

     19.10.  ATTORNEY'S FEES. In the event any litigation or other proceeding
is brought by either party arising out of or relating to this Agreement, the
prevailing party in such litigation or other proceeding shall be entitled to
recover from the other party all costs, attorneys' fees and other expenses
incurred by such prevailing party in this litigation.

     19.11.  LANGUAGE OF AGREEMENT IS ENGLISH. The parties agree that English
is the language of this Agreement, and that any legal proceedings between the
parties arising out of or relating to this Agreement shall be conducted in
English. However, Paragon Standard End User License Agreement and Paragon
Standard Maintenance Agreement, or modification of this Agreement may be
provided in the local language of Territory and by attaching the localized
version of the above mentioned agreements, the local language will be the
official language of the above mentioned agreements.

     19.12.  DAYS. As used in this Agreement, "days" shall mean calendar
days. In addition, for purposes of this Agreement, a day shall be deemed to
end at 11:59 p.m., Pacific Time, in the USA, notwithstanding that it is the
next calendar day in Japan.

     19.13.  COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

PARAGON MANAGEMENT SYSTEMS, INC.       HEWLETT-PACKARD JAPAN, LTD.

By: /s/ Suji Sueshige                  By: [ILLEGIBLE]
   -----------------------------          -----------------------------

Name: Suji Sueshige                    Name: [ILLEGIBLE]
     ---------------------------            ---------------------------

Title: VP of Operations                Title: [ILLEGIBLE]
      --------------------------             --------------------------

Date: September-1-1999                 Date: Oct. 13, 1999
     ---------------------------            ---------------------------


<PAGE>
                                                                   CONFIDENTIAL


                                 EXHIBIT "A"
                                  SOFTWARE

SOFTWARE MEANS PARAGON APPLICATIONS RUNS ON THE COMPUTER SYSTEM. PARAGON
APPLICATIONS IS SUBDIVIDED AS FOLLOWS

     PARAGON DEMAND PLANNER (PARAGON DP)
     PARAGON SUPPLY CHAIN PLANNER (PARAGON SCP)
     PARAGON GLOBAL STRATEGIC PLANNER (PARAGON GSP)
     PARAGON GLOBAL REAL-TIME ATP (PARAGON GRA)
     PARAGON MATERIAL & CAPACITY PLANNER (PARAGON MCP)
     PARAGON REACTIVE & DYNAMIC SCHEDULER (PARAGON RDS)
     PARAGON REAL-TIME EVENT MONITOR (PARAGON REM)

SOFTWARE SPECIFICATIONS IS REFERRED TO THE LICENSER'S DOCUMENTATION
ASSOCIATED WITH THE SOFTWARE.


THIRD PARTY SOFTWARE
     N/A



<PAGE>
                                                                   CONFIDENTIAL


                             EXHIBIT "C" AND "D"
                         SOFTWARE LICENSE AGREEMENT

REFER "PARAGON SOFTWARE LICENSE AGREEMENT" ATTACHED TO THIS SOLUTION PROVIDER
AGREEMENT.






<PAGE>
                                                                   CONFIDENTIAL


          [LOGO]


                           SOFTWARE LICENSE AGREEMENT
                                                    REV. 05/05/98


     This SOFTWARE LICENSE AGREEMENT is entered into this _____ day of_____,
1999 by and between PARAGON MANAGEMENT SYSTEMS, INC., a California corporation
located at 5933 Century Boulevard, Suite 1220, Los Angeles, California 90045
("Paragon"), and ________________________________________________located at
___________________________________("Licensee").

1.      DEFINITIONS

        1.1.    "INCLUDES"; "INCLUDING". Except where followed directly by the
word "only", the terms "includes" or "including" shall mean "includes, but is
not limited to" and "including, but not limited to" respectively, it being the
intention of the parties that any listing following thereafter is illustrative
and not exclusive or exhaustive.

        1.2.    "SOFTWARE". The term "Software" shall mean the computer software
programs of Paragon identified in Exhibit "A" attached hereto and incorporated
herein in object code form only, and any versions of such programs which are
provided to Licensee subsequent to the Effective Date (as defined below).

        1.3.    "DOCUMENTATION". The term "Documentation" shall mean the
operator and user manuals, training manuals, guides specifications and other
documentation customarily supplied by Paragon with the Software to licensees.

        1.4.    "PRODUCTS". The term "Products" shall mean the Software, the
Documentation and any other materials provided to Licensee by Paragon hereunder.
The plural term "Products" is used even though there may be only one Product
licensed hereunder.

        1.5.    "FACILITY". The term "Facility" shall mean a single unit or
business activity of a business entity, which unit or business activity may be a
manufacturing unit, production unit, assembly unit, storage unit or
distribution unit. There may be more than one Facility within a single business
entity, and there may be more than one Facility within a single site of a
business entity.

        1.6.    "LICENSED FACILITY". The term "Licensed Facility" shall mean a
Facility as to which Licensee has licensed a Product hereunder.

        1.7.    "DESIGNATED COMPUTER". The term "Designated Computer" shall mean
the computer system owned by, or leased exclusively to, Licensee and operated by
Licensee at Licensee's premises, designated on Exhibit "B" attached hereto and
incorporated herein by this reference.

        1.8.    "EFFECTIVE DATE". The term "Effective Date" shall mean the date
first set forth above which, upon execution of this Agreement by both parties,
shall be the effective date of this Agreement.

<PAGE>
                                                                   CONFIDENTIAL


        1.9.    "NEW RELEASE". The term "New Release" shall mean a new version
of a Product prepared to incorporate one or more of the following: (i)
improvement of speed, performance, capacity, ease of use or other aspects of a
Product; (ii) correction of Nonconformities in the Software; (iii) the addition
and/or deletion of features and/or functionality; or (iv) revision of a Product
as necessary or desirable for the Product to operate with any upgraded versions
of, or replacements for, any operating system.

        1.10.   "CORRECTED VERSION". The term "Corrected Version" shall mean a
version of the Software prepared primarily for the purpose of correcting
Nonconformities where it is undesirable or impractical to delay the correction
of such Nonconformities until the next New Release.

        1.11.   OTHER TERMS. The following other terms are defined in the
Sections cited:

                "CESSATION" - Section 15.2
                "CONFIDENTIAL INFORMATION" - Section 10.
                "NONCONFORMITY" - Section 14.1.1.
                "WARRANTY PERIOD" - Section 14.1.1.

2.      THIRD PARTY SOFTWARE

        Licensee shall be solely responsible for obtaining, installing and
maintaining any third party software necessary for, or useful in, the operation
of the Products licensed by Licensee hereunder, at Licensee's sole expense.
Paragon has identified all necessary and recommended third party software in
Exhibit "A".

3.      LICENSE AND TERM AGREEMENT

        3.1.    LICENSE. Subject to the terms and conditions set forth
herein, Paragon hereby grants to Licensee a nonexclusive, nontransferable,
nonsublicensable license to use the Products during the terms of this
Agreement, on the Designated Computers located at the Licensed Facility or
Licensed Facilities identified in Exhibit "B" and only for the number of
concurrent users identified in Exhibit "B", and only for Licensee's internal
data processing purposes. Licensee may use the Products on a different
computer or at a different Facility during a temporary emergency, provided
that; (i) such use is under the control of Licensee; and (ii) such use
continues only so long as is reasonably necessary to accommodate the
emergency conditions (and in no event longer than [*]). Licensee assumes full
responsibility for the management, supervision and control of the Products,
and shall assure that all personnel using the Products are suitably qualified
and trained for such use.

        3.2.     ADDITION OF LICENSED FACILITIES. In the event that Licensee
desires to add an additional Licensed Facility under this Agreement, Licensee
may do so by notifying Paragon and paying to Paragon the current list price for
the license fee for the number of authorized concurrent users at such new
Licensed Facility.

        3.3.    ADDITION OF CONCURRENT USERS AT EXISTING LICENSED FACILITY. In
the event that Licensee desires to add additional concurrent users at a
then-existing Licensed Facility, Licensee may do so by notifying Paragon and
paying to Paragon the difference between the current list price for the
increased number of users and the original price paid for the lower number of
users at such existing Licensed Facility.

        3.4.    BACK-UP AND ARCHIVAL COPIES. Licensee shall have the right to
make a reasonable number of copies for back-up purposes, provided that no such
backup copies are used for any other purpose, and further provided that the use
of back-up copies does not have the effect of increasing the number of permitted
concurrent users. In addition, Licensee shall be permitted to make archival
copies as part of a regular program of computer system data archiving, provided
that such copies are used only for archival purposes or emergency purposes, and
further provided that the use of archival copies does not increase the number of
permitted concurrent users.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>
                                                                   CONFIDENTIAL


     3.5. DOCUMENTATION.  Licensee may make such copies of the Documentation as
are reasonably necessary for its internal use of the Products by the permitted
number of simultaneous users, but may not make copies of the Documentation for
any other purpose.

     3.6. NO SERVICE BUREAU USE.  Licensee shall not, under any circumstances,
use or permit the use of the Software in or on any service bureau,
time-sharing or in any situation where the computer system on which the
Software is installed may be accessed by any party other than Licensee.

4.   LICENSE FEES

     4.1. LICENSE FEES.  Licensee shall pay Paragon the license fees set forth
in Exhibit "C" for the Products licensed, at the Licensed Facilities and for
the authorized number of concurrent users listed in Exhibit "B", payable upon
execution of this agreement.

     4.2. MAINTENANCE FEES.  In consideration of the software and services
provided hereunder, Licensee shall pay Paragon the annual maintenance fees
set forth in Exhibit "C" as adjusted for the number of Licensed Facilities
and Concurrent Users set forth therin.  Such payments shall be made in full
[*].  Paragon may increase the annual maintenance fees in connection with any
renewal of the term of this Agreement.  Paragon shall give Licensee written
notice of any increase in maintenance fees at least [*] prior to
the renewal date on which such increase is to take effect.

     4.3. FEES FOR UNNECESSARY USE OF TECHNICAL SUPPORT.  Paragon shall have
the right to charge additional maintenance fees at Paragon's then-current rates
for excessive time spent providing technical support to Licensee's personnel
with respect to basic questions or problems that could have been readily
resolved by consultation of the Documentation, or with respect to matters which
are not directly related to the operation of a Product.

     4.4. Not Used

     4.5. TAXES.  Licensee shall be solely responsible for all sales, use,
withholding property or other taxes applicable to the license granted pursuant
to this Agreement, other than taxes based on Paragon's U.S. net income.

     4.6. LATE PAYMENTS.  All payments to Vendor will be made in United
States dollars.  Amounts outstanding over [*] may be assessed interest at a
rate equal to the lesser of [*] or the maximum rate allowed by law, and such
accrual of interest will be in addition, and not in limitation of, any other
rights or remedies which Paragon may have under this Agreement or at law or
in equity.  In the event that any interest has accrued, all amounts paid by
Licensee will be credited first against such unpaid interest.

5.   DELIVERY AND INSTALLATION

     5.1. DELIVERY.  After receipt of payment of the initial license fee set
forth in Exhibit "C" from Licensee, Paragon shall deliver the Products  to
Licensee's Licensed Facility.

     5.2. INSTALLATION.  Licensee shall be solely responsible for installation
of the Software on each Designated Computer at each Licensed Facility.

6.   NOT USED

7.   MAINTENANCE

     7.1. SUPPORT PERIOD.  The "Support Period" commences upon the Effective
Date and shall continue until the first anniversary of the Effective Date.
Licensee may renew the Support Period for one or


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


more additional one-year terms by giving notice of renewal not later than [*]
before the expiration of the then-current term and paying the renewal fee as
set forth in Section 4.2.

     7.2. MAINTENANCE.  During the Support Period, Paragon shall (i) provide
to Licensee reasonable telephone, facsimile or written consultation
concerning the use and operation of the Software during [*] and (ii) use
reasonable diligence to correct verifiable and reproducible Nonconformities
on a timely basis.  Should any significant Nonconformity be detected by
either Licensee or Paragon, Paragon shall endeavor to either correct such
Nonconformity, or provide a reasonable workaround, within [*]. Paragon shall
endeavor to provide Corrected Versions on a timely basis in light of the
severity of the Nonconformities existing at any particular time and the
anticipated release of the next New Release.  Licensee understands and
acknowledges that Nonconformity corrections may be cumulative, and if
Licensee fails to implement any Nonconformity correction, Corrected Version
or New Release delivered by Paragon, subsequent Nonconformity corrections,
Corrected Versions or New Releases may not be effective.

     7.3. NEW RELEASES.  Each New Release which Paragon releases to its
customers during the Support Period shall be provided to Licensee [*].
Licensee understands and acknowledges that New Releases may be cumulative,
and if Licensee fails to implement any New Release delivered by Paragon,
subsequent New Releases may not be effective.  Paragon shall deliver such New
Release or Corrected Version to Licensee at each Licensed Facility authorized
to use the Product underlying the New Release.  Each New Release delivered to
Licensee shall be subject to all of the rights, obligations, terms and
conditions of the License Agreement upon delivery.

     7.4. NO PARAGON OBLIGATION AS TO HARDWARE OR OTHER SOFTWARE.  Paragon
shall not have any obligation to Licensee to provide maintenance or technical
support for any hardware or to any software other than the Software provided
by Paragon hereunder.  Without limiting the generality of the foregoing,
Paragon shall have no maintenance or technical support obligation to Licensee
for operating systems, third party databases and related software,
client/server tools, networks, printers, personal computers, terminal
emulation software, communications packages or any hardware, whether or not
purchased from Paragon.  The foregoing shall not be construed to relieve
Paragon of responsibility for any incompatibility or operational problem
between the Software and any hardware or other software where the
specifications of or documentation for the Software state that the Software
is compatible or will operate with such hardware or other software.

     7.5. EXCLUSIONS FROM MAINTENANCE AND TECHNICAL SUPPORT.  The following are
excluded from Paragon's obligations under this Agreement, and Paragon shall have
no obligations to Licensee with respect to:

        (a)     Any problem with a Product resulting from the missuse, improper
                use or alteration of the Product or any portion thereof, or from
                the failure to use the Product in accordance with the
                Documentation and any instructions given by Paragon technical
                personnel;

        (b)     Any problem caused by modifications not provided by Paragon;

        (c)     Any problem resulting from the combination of a Product with
                other software programs or programming not provided by Paragon
                and not expressly identified by Paragon as being compatible with
                the Product;

        (d)     Any problem arising with respect to the use of a version of a
                Product other than the most current New Release, where such
                problem was corrected in a version subsequent to the version
                Licensee is then using and the subsequent version was made
                available to Licensee; and

        (e)     Any problem relating to the sufficiency, installation or
                maintenance (or lack thereof) of any equipment,
                telecommunications lines, communications interfaces or other
                hardware necessary to operate a Product or used by Licensee in
                the operation of a Product.


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


        7.6     TERMINATION BY PARAGON FOR FAILURE TO IMPLEMENT NEW RELEASES.
Paragon shall have the right to terminate the Support Period in the event
that Licensee does not implement any New Release within [*] after such New
Release is delivered to Licensee, except in the case where Licensee does not
accept such New Release in accordance with Section 7.3 above. Such
termination shall be effected by giving Licensee [*] written notice of
termination, and if Licensee does not implement the New Release within such
[*], this Agreement shall terminate.

8.      EXPENSES

        Except as expressly set forth herein, each party shall bear all expenses
incurred by such party in connection with its performance hereunder. In no event
shall either party incur any expense whatsoever on behalf of the other party
without first having received written authorization from such other party.

9.      NOT USED

10.     TERM; TERMINATION

        10.1.   TERM OF AGREEMENT. This Agreement shall become effective on the
Effective Date and shall remain in force until terminated by either party
pursuant to the terms and conditions set forth in this Section 10.

        10.2.   TERMINATION FOR CAUSE. Either party may terminate this
Agreement at any time in the event that the other party materially fails to
perform any of its material obligations hereunder. Such termination shall be
effected by giving [*] written notice of termination to the other
party stating in reasonable detail the asserted failure. If before the end of
the [*] notice period the party against whom such failure was
asserted cures the asserted failure, then the notice of termination shall be
void and this Agreement shall continue in force. (Termination shall be immediate
if it is due to a breach of Section 11).

        10.3.   TERMINATION WITHOUT CAUSE BY LICENSEE. Licensee may terminate
this Agreement without cause at any time by giving [*] written notice of
termination to Paragon, but such termination shall not entitle Licensee to a
refund of any fees paid under this Agreement, nor shall it relieve Licensee
of the obligation to pay any fees which were due and payable as of the date
on which notice of termination was given.

        10.4.   EFFECT OF TERMINATION. On or before the effective date of any
termination of this Agreement for any reason whatsoever, Licensee shall: (i)
cease all use of the Products; (ii) remove all copies of the Software from its
computers; (iii) return to Paragon all Documentation and any other materials
provided by Paragon, and all copies thereof; and (iv) deliver a certificate to
Paragon certifying Licensee's compliance with the foregoing. Except as expressly
set forth, no termination of this Agreement shall relieve Licensee of any
obligation for amounts due to Paragon as of the effective date of termination.

        10.5.   SURVIVAL. The rights and obligations set forth in Sections 4.5,
4.6 10.4 and Sections 11 through 18 shall survive any termination of this
Agreement for any reason whatsoever.

11.     CONFIDENTIALITY

        11.1    CONFIDENTIAL INFORMATION. For purposes of this Agreement,
"Confidential Information" shall mean any information, whether or not owned or
developed by the disclosing party, which the receiving party may obtain
knowledge of through or as a result of the relationship established hereunder
with the disclosing party, access to the disclosing party's premises, or
communications with the disclosing party's employees or independent contractors.
"Confidential Information" includes, but is not limited to information about the
disclosing party's finances, operations and maintenance, algorithms, trade
secrets, computer programs, design, technology, ideas, know-how, processes,
formulas, compositions, data, techniques, improvements, inventions (whether
patentable or not), works of authorship, business and product development plans,
call tracking tables, problem resolution data, customer history tables,
maintenance contract tables, other customer information and other information
concerning the disclosing party's actual or anticipated business, research or
development, or which is received in confidence by or for


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


the Company from any other person. Confidential Information also includes any
information which the disclosing party obtains from any third party which the
disclosing party treats as proprietary or designates as Confidential
Information. Confidential Information shall not include information that (i) is
known by the receiving party at the time of receipt from the disclosing party
and which is not subject to any other non-disclosure agreement between the
parties; (ii) is now, or hereafter becomes, generally known to the industry
through no fault of the receiving party, or which is later intentionally
published or generally disclosed to the public by the disclosing party; or (iii)
is otherwise lawfully and independently developed by the receiving party, or is
lawfully acquired from a third party without any obligation of confidentiality.
The receiving party shall bear the burden of showing that any of the foregoing
exclusions applies to any information or materials. The parties acknowledge that
any disclosure or unauthorized use of Confidential Information will constitute a
material breach of this Agreement and cause substantial harm to the disclosing
party for which damages would not be a fully adequate remedy, and, therefore, in
the event of any such breach, in addition to other available remedies, the
disclosing party shall have the right to obtain injunctive relief.

        11.2.   NO USE OR DISCLOSURE. Each party agrees to hold in confidence,
not to use and not to disclose or reveal to any person or entity the
Confidential Information received hereunder without the clear and express prior
written consent of a duly authorized representative of the disclosing party.
Each party agrees that it shall only be permitted to use the other party's
Confidential Information to the limited extent necessary to fulfill its
obligations under this Agreement.

        11.3.   LEGALLY REQUIRED DISCLOSURE. In the event a receiving party
hereto is directed to disclose any portion of a disclosing party's
Confidential Information or any other materials proprietary to the disclosing
party in conjunction with a judicial proceeding or arbitration or pursuant to
any other legal order or requirement, such receiving party shall immediately
notify the disclosing party both orally and in writing, and shall provide
reasonable cooperation to the disclosing party should the disclosing party
seek a protective order or other relief with respect to the directed
disclosure.

12.     NONSOLICITATION

        Each party agrees that it will not, during the term of this Agreement
and for a period of [*] thereafter, directly or indirectly solicit, interfere
with, or entice away from the other party any employee or independent
contractor of such other party, or attempt to do so.

13.     OWNERSHIP; PROPRIETARY RIGHTS

        13.1    PARAGON. As between the parties title to the Products and any
and all other products, trade secrets and other proprietary information of
Paragon and all copies of all or any portion thereof, all proprietary rights
therein and thereto, and all related intellectual property rights, shall remain
with Paragon. Licensee shall reproduce and include in all permitted copies of
the Products all proprietary rights notices or legends of Paragon as they appear
in the original from which the copies were made. Licensee shall not remove,
cover, alter, or obfuscate any copyright notices or other proprietary rights
notices placed or embedded by Paragon on or in the Products. Licensee shall not
have a right to, and shall not, modify, translate, adapt or create derivative
works based on any Product, or merge any Product into any other program or
materials. Licensee agrees not to, directly or indirectly, decompile,
disassemble, reverse engineer or otherwise attempt to discover the source code
or underlying ideas or algorithms of any Product. License shall not copy (except
as otherwise permitted hereunder), rent, lease, distribute, assign, or otherwise
transfer rights to any Product or use any Product for the benefit of a third
party. Paragon shall have no obligation to provide Licensee with a copy of, and
Licensee acquires no rights of any kind with respect to, any source code.
Licensee acknowledges that there are no circumstances under which Licensee is
entitled to receive the source code of any Product, except as set forth in
Section 9 above.

        13.2.   LICENSEE. Nothing in this Agreement shall be construed as
giving Paragon any ownership interest of any kind whatsoever in, or any right
to use, any data of Licensee.

14.     TECHNICAL DISABLING MEASURES


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


        Licensee understands and acknowledges that Paragon may have included
instructions within the Software that will make the Software inaccessible
without an authorized password or will render the Software inoperative in
unauthorized use (including unauthorized copies), and that the Software may
become inoperative in the event any attempt is made to disable these
instructions. Licensee agrees that it will not make, nor will it permit any
other person to make, any attempts, either direct or indirect, to disable,
circumvent or otherwise render ineffective these instructions. In the event
that the Software becomes inoperative as a result of a violation of this
Section 14, Paragon's warranties set forth in this Agreement will be void
with respect to the Software and product affected, and Paragon shall be under
no obligation to restore the operability of the Software or to provide
Licensee with an operable copy of the Software.

15.     PARAGON REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; LIMITATIONS OF
        LIABILITY

        15.1    PRODUCT OPERATION.

                15.1.1. WARRANTY. As used herein, the term "Nonconformity"
shall mean [*]. For a period of [*] commencing upon the Effective
Date (the "Warranty Period"), Paragon represents and warrants to Licensee
only that the Products as delivered to Licensee are or will be free from any
Nonconformities, and will operate substantially in conformance with the
Documentation when used in full compliance with the instructions in the
Documentation.

                15.1.2. CORRECTION AND REMEDIES. Should any reproducible
Nonconformity be detected at any time during the Warranty Period, Paragon
shall, at its sole expense, either (i) correct such Nonconformity within a
reasonable time after Licensee gives detailed written notice of such
Nonconformity to Paragon, or (ii) provide a reasonable workaround. In the
event that Licensee discovers any apparent Nonconformity, Licensee shall
notify Paragon in writing, specifying the nature of the claimed Nonconformity
and the conditions in which it arises in sufficient detail for Paragon to
reproduce the Nonconformity. Licensee agrees to give Paragon reasonable
cooperation, and reasonable access to Licensee's data and/or computer system,
in connection with Paragon's reproduction of the Nonconformity and correction
thereof. If Paragon is unable to, or otherwise does not, correct the
Nonconformity or provide a workaround within a reasonable time, then Licensee
may, as its sole remedy and Paragon's sole liability, terminate this
Agreement in accordance with Sections 10.2 and 10.4 above [*].

        15.2.   WARRANTY VOID. The representations and warranties set forth
in Section 15.1.1 above shall be void if Licensee makes any attempt to, or
does: (i) modify any Product; (ii) access the Software from unauthorized
workstations or computers; (iii) defeat any technical protection measures
embedded in the Software; or (iv) use any Product in any other unauthorized
manner.

        15.4.   DISCLAIMERS. EXCEPT FOR THE WARRANTIES SET FORTH IN
SECTION 15.1.1 ABOVE, PARAGON MAKES NO WARRANTIES, EXPRESS, IMPLIED OR
OTHERWISE, WITH RESPECT TO THE PRODUCTS OR ANY SERVICES, AND EXPRESSLY DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PARAGON
ALSO MAKES NO WARRANTIES REGARDING NON-INTERRUPTION OF USE OR FREEDOM FROM
BUGS. LICENSEE WILL NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED ON BEHALF OF
PARAGON TO ANY THIRD PARTY RELATING TO THE PRODUCTS OR ANY SERVICES. FURTHERMORE
LICENSEE SHALL NOT HAVE THE RIGHT TO PASS THROUGH ANY WARRANTIES MADE HEREUNDER.

        15.5.   NO COMBINATION CLAIMS. Notwithstanding anything to the contrary
contained in this Agreement, Paragon shall not be liable to Licensee for any
claim of any kind arising from or based upon the combination, operation or use
of any Product with any other equipment, data or programming not supplied or


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


specified by Paragon, or arising from problems peculiar to Licensee's computer
system configuration, or arising from any alteration or modification of any
Product not performed by Paragon.

        15.6.   LIMITATIONS OF LIABILITY; EXCLUSION OF CERTAIN DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, PARAGON WILL
NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I)
FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE [*] OR (II) FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST DATA OR (III) FOR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES OR (IV) FOR LOSS OR
CORRUPTION OF DATA INTERRUPTION OF USE. THIS SECTION DOES NOT LIMIT LIABILITY
FOR BODILY INJURY OF A PERSON.

16.     INDEMNIFICATION

        16.1    INDEMNIFICATION BY PARAGON. If any alleged infringement of a
U.S. patent, copyright, trademark or misappropriation of a trade secret is
asserted by a third party against Licensee based upon its use of the
Products, Paragon will indemnify Licensee against any amounts finally awarded
by a court or in a settlement to such party (and reasonable attorneys' fees
in connections therewith), provided that Paragon shall have received from
Licensee notice of said claim within [*] of the assertion thereof; further
provided that Paragon shall have the exclusive right, if it so chooses, to
control and direct the investigation, defense, or settlement of such claims;
and further provided that Paragon shall receive the complete cooperation and
assistance of Licensee. In the event an infringement is determined or, if
required by settlement, Paragon may substitute for a Product a substantially
similar product, or, alternatively, Paragon may procure for Licensee the
right to continue using the Product. THE FOREGOING IS IN LIEU OF ANY
WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.

        16.2    CORRECTION AND REMEDIES. In the event that any Product is, or in
the reasonable judgment of Paragon is likely to become, the subject of any legal
action based upon a claim of infringement, Paragon may demand that Licensee
cease to use such Product until and unless there is a final judgment or other
final resolution establishing Paragon's right to continue using the Product. In
the event that Licensee ceases to use the Product as a result of any legal
action or threatened legal action upon Paragon's demand (a "Cessation"), Paragon
shall (i) modify the Product, (ii) procure the right for Licensee to use the
Product, or (iii) provide Licensee with functionally equivalent software to use
in place of the Product. In the event that Paragon is not able to achieve any of
the foregoing in a commercially reasonable manner or at a commercially
reasonable cost, in Paragon's reasonable discretion, then except for Paragon's
indemnification obligation provided in Section 16.1 above, Licensee's sole
remedy, and Paragon's sole liability, with respect to a Cessation and/or with
respect to any infringement by a Product, shall be to terminate this Agreement
in accordance with Sections 10.2 and 10.4 above [*].

        16.3    INDEMNIFICATION BY LICENSEE. Paragon shall not be liable for,
and Licensee, at its sole expense, will defend, indemnify and hold Paragon
harmless from and with respect to, any loss or damage (including reasonable
attorneys' fees and costs) incurred in connection with, any suit or proceeding
brought by a third party against Paragon insofar as such suit or proceeding
shall be based upon:

                (i)     any claim incident to an infringement not resulting
                        primarily from the Products (including any claim under
                        any theory of product liability with respect to any
                        product of Licensee or any component thereof);

                (ii)    any claim with respect to the use of the Products not
                        strictly in accordance with this Agreement;


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
                                                                   CONFIDENTIAL


       (iii)    any claim arising out of or relating to any act or omission of
       Licensee;

       (iv)    any claim with respect to the Products or portions or components
       thereof modified after shipment by Paragon to the extent the alleged
       infringement results from such modification, or combined with other
       products, processes or materials; or

       (v)     any claim where the allegedly infringing activity continues
       after Licensee is notified thereof or informed of modifications that
       would have avoided the alleged infringement,

provided Paragon gives Licensee prompt written notice of any such claim and
provides Licensee such reasonable cooperation and assistance as Licensee may
request from time to time in the defense thereof.  Licensee shall pay any
damages and costs assessed against Paragon (or paid or payable by Paragon
pursuant to a settlement agreement) in connection with such a suit or
proceeding, provided Paragon has given Licensee prompt written notice of such
claim.

17.  NOTICES

     Except as specifically provided herein, all notices required hereunder
shall be in writing and shall be given by: (i) personal delivery, in which
case notice shall be deemed effective upon personal delivery; or (ii)
national overnight courier service, in which case notice shall be deemed
effective one (1) business day following deposit with the national overnight
courier service; or (iii) U.S. mail, certified or registered, postage
prepaid, return receipt requested, in which case notice shall be deemed
effective three (3) days following deposit in the U.S. mail.  The addresses
for giving notice shall be the parties' respective addresses first set forth
above, or any other address as shall be specified by a party in a written
notice to the other party.

18.  MISCELLANEOUS

     18.1.     ENTIRE AGREEMENT.  This Agreement (including all the exhibits
hereto) constitutes the entire understanding and agreement between the parties
hereto and supersedes any and all prior or contemporaneous representations,
understandings and agreements between Licensee and Paragon with respect to the
subject matter hereof.  This Agreement shall not be modified, amended or in any
way altered except by an instrument in writing signed by an officer of Paragon
and by Licensee.

     18.2.     AMENDMENTS.  All amendments or modifications of this Agreement
shall be binding upon the parties so long as the same shall be in writing and
executed by the parties hereto in accordance with the other terms of this
Agreement regarding modifications.

     18.3.     WAIVER.  No waiver of any provision of the Agreement or any
rights or obligations of either party hereunder shall be effective, except
pursuant to a written instrument signed by the party or parties waiving
compliance, and any such waiver shall be effective only in the specific instance
and for the specific purpose stated in such writing.

     18.4.     PARAGON RIGHT TO PUBLICLY IDENTIFY LICENSEE AS USER.  Paragon
shall have the right to make reasonable reference to Licensee as a user of
the Products in communications between Paragon and individual customers or
potential customers and in public communications such as advertising,
promotional materials and press releases.

     18.5.     COOPERATION AND ASSISTANCE.  Licensee agrees to give Paragon
reasonable cooperation, and reasonable access to Licensee's data and/or
computer system, in connection with Paragon's performance of its obligations
under this Agreement.  Without limiting the generality of the foregoing,
Licensee will furnish to Paragon upon Paragon's reasonable request: (i)
listings of output and any other data that Paragon may require or request in
order to reproduce any problem and the operating conditions under which such
problem occurred;

<PAGE>
                                                                   CONFIDENTIAL


and (ii) information concerning Licensee's use of a Product and concerning
Licensee's operating, manufacturing and user environment.

     18.6.     NO ASSIGNMENT BY LICENSEE.  Licensee may not assign or
transfer this Agreement or any of his/her rights, duties or obligations
hereunder and this Agreement may not be involuntarily assigned or assigned by
operation of law, without the prior written consent of Paragon, which consent
may be granted or withheld by Paragon in its sole discretion.  The sale or
transfer of any portion of Licensee's business (including to any corporation
owning, owned by or affiliated with Licensee), or the combination of any of
Licensee's business with any other business (including with any corporation
owning, owned by or affiliated with Licensee), shall be considered an
assignment for purposes of this Agreement and subject to the prohibition set
forth in this Section 18.6.  Any attempted assignment without such consent
shall be null and void.  Paragon shall have the unrestricted right to assign
or transfer this Agreement or any interest herein (including rights and
duties of performance).  This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto and their respective legal
successors and permitted assigns.

     18.7.     INDEPENDENT PARTIES. Nothing contained herein shall be deemed to
create or construed as creating a joint venture or partnership between Licensee
and Paragon.  Neither party is, by virtue of this Agreement or otherwise,
authorized as an agent or legal representative of the other party.  Neither
party is granted any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf of or in the name of the other
party or to bind such other party in any manner.  Further, it is not the
intention of this Agreement or of the parties hereto to confer a third party
beneficiary right of action upon any third party or entity whatsoever, and
nothing set forth in this Agreement shall be construed so as to confer upon any
third party or entity other than the parties hereto a right of action under this
Agreement or in any manner whatsoever.

     18.8.     SEVERABILITY OF PROVISIONS.  In the event that any provision
hereof is found invalid or unenforceable pursuant to judicial decree or
decision, the remainder of this Agreement shall remain valid and enforceable,
and shall be enforced, according to its terms.

     18.9.     FORCE MAJEURE.  No party hereto shall be deemed in default if its
performance or obligations hereunder are delayed or become impossible or
impracticable by reason of any act of God, war, fire, earthquake, labor dispute,
accident, civil commotion, epidemic, act of government or government agency or
officers, or any other cause beyond such party's control.

     18.10.    FORUM AND JURISDICTION.  This Agreement was entered into in
the State of California, and its validity, construction, interpretation and
legal effect shall be governed by the laws and judicial decisions of the
State of California applicable to contracts entered into between residents of
that state and performed entirely within the State of California and by
applicable federal law, and the choice-of-law provisions of California law
shall not be applied to substitute the law of any other State or nation.  The
parties expressly agree that any action arising out of or relating to this
Agreement shall be filed and maintained only in the courts of the State of
California for the County of Los Angeles, or the United States District Court
for the Central District of California.  The parties hereby consent and
submit to the personal jurisdiction of such courts for the purposes of
litigating any such action. Notwithstanding the foregoing, each party agrees
that in the event that a party to this Agreement becomes engaged in
litigation against a third party in any other court in the United States, and
such litigation reasonably requires the determination of the rights and
obligations of the parties hereto under this Agreement (including any right
of indemnification under Section 16 above), the other party hereto will
submit to the personal jurisdiction of the court in which such action is
maintained for purposes of such determination, in which event the submission
to personal jurisdiction shall apply to determination of any other claims
between the parties hereto which may properly be brought as part of such
litigation.

     18.11.    ATTORNEYS' FEES.  In the event any litigation or other
proceeding is brought by either party arising out of or relating to this
Agreement, the prevailing party in such litigation or other proceeding shall be
entitled to recover from the other party all costs, attorneys' fees and other
expenses incurred by such prevailing party in this litigation.

<PAGE>
                                                                   CONFIDENTIAL


     18.12.    COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.


PARAGON MANAGEMENT SYSTEMS, INC.


Signature:                            Signature:
          -----------------------               --------------------------


Name:                                 Name:
     ----------------------------          -------------------------------
             (Please Print)                        (Please Print)


Title:                                Title:
      ---------------------------           ------------------------------


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


<PAGE>
                                                                   CONFIDENTIAL


                                 EXHIBIT "E"
                               PRICE AND FEES

1.ROYALTY RATES
     The Royalty Rates are the percentage of Licenser's then current
     [*] Price List (US Dollars) attached to this Agreement. The Royalty by
     HP Japan to Licenser shall be computed by applying the Royalty Rates.

     (1)Standard Rate
          The Royalty Rate for the License fee and Annual Software
          Maintenance fee shall be [*].

     (2)[*] Rate
          The Royalty Rate for the License fee shall be [*]. The
          Royalty Rate for the Annual Software Maintenance fee shall be
          [*].

     (3)[*] Rate
          Licenser agrees to pay [*] for [*].

HP Japan will pay Licenser a royalty of an Annual Software Maintenance Fee
per HP Japan's customer installation. The start date of such Annual Software
Maintenance per HP Japan's customer is the day immediately after [*]. For HP
Japan's customer's requirement to purchase such service, HP Japan will
receive such purchasing from HP Japan's customer for any time of servicing
period [*], HP Japan will pay Licenser a royalty per HP Japan's customer
applying the following formula. The understanding is that HP Japan's customer
will enter into Annual Software Maintenance Agreement, [*].

Royalty Payment
[*]


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
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                                                                   CONFIDENTIAL


EXHIBIT: [*] PRICE LIST


      [*]
PARAGON PRICE LIST

<TABLE>
<CAPTION>
                   ------------------------------------------------    ------------------------------------------------
                                        [*]                                                [*]
-------------------------------------------------------------------    ------------------------------------------------
<S>                <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Number of
Users                                                                [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
user                                                                 [*]
-----------------------------------------------------------------------------------------------------------------------
Price                                                                [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
Facility                                                             [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
Node                                                                 [*]
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                   ------------------------------------------------    ------------------------------------------------
                                         [*]                                                  [*]
-------------------------------------------------------------------    ------------------------------------------------
<S>                <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Number of
Users                                                                [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
user                                                                 [*]
-----------------------------------------------------------------------------------------------------------------------
Price                                                                [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
Facility                                                             [*]
-----------------------------------------------------------------------------------------------------------------------
Price per
additional
Node                                                                 [*]
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                   ------------------------------------------------    --------------------------
                                         [*]                                      [*]
-------------------------------------------------------------------    --------------------------
<S>                <C>          <C>          <C>          <C>          <C>          <C>
Number of
Users                                                                [*]
-------------------------------------------------------------------------------------------------
Price per
additional
user                                                                 [*]
-------------------------------------------------------------------------------------------------
Price                                                                [*]
-------------------------------------------------------------------------------------------------
Price per
additional
Facility                                                             [*]
-------------------------------------------------------------------------------------------------
Price per
additional
Node                                                                 [*]
-------------------------------------------------------------------------------------------------
</TABLE>



* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
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                                                                   CONFIDENTIAL


EXHIBIT: [*] LIST (CONTINUED)

Definitions and terms:

1.   All prices are in US dollars. Prices include the [*] and the documentation
2.   User implies concurrent user.
3.   Node implies a managed foothold (manufacture, supply, floating foothold)
     in the Supply Chain Model.
4.   Facility is a single manufacturing unit or line.
5.   A site may include a number of Facilities.
6.   Annual software maintenance fee is [*] of the list price. And payment shall
     be [*].
7.   Maintenance fee includes the delivery of the software upgrade and the
     bug fix patch, and customer support by telephone ([*]).
8.   [*]
9.   The above amount shall be [*].
10.  With regard to the official amount, the special quotation is produced.
     The quotation expiration shall be [*] after quotation date.
11.  [*]
12.  [*]
13.  [*]
14.  In case of using the software on a number of servers, the license is
     required [*]. A [*].
15.  However, these [*] apply to using at the same site.
16.  In case of using [*] requires [*].
17.  The above price will be revised according to the content of the
     agreement. The above prices are as of January 1, 1999.


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.
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                                                                   CONFIDENTIAL


                 AMENDMENT TO THE SOLUTION PROVIDER AGREEMENT

        Paragon Management Systems Inc. (PMS) and Hewlett-Packard Japan
   Ltd.(HPJ) agree to modify or otherwise interpret the Solution Provider
   Agreement (SPA) entered into on September 1, 1999 as follows. The same
   definitions apply to this agreement as the SPA.

   ARTICLE 1:      When PMS and HPJ deem it necessary due to demands by
   Customer, PMS and HPJ shall discuss in good faith to reach an agreement in
   order to accommodate the Customer's demands by making special arrangements
   such as follows.

      1.  PMS shall accept the payments [*].

      2.  PMS shall perform administrative works necessary for importing PMS
          products into [*] on behalf of Customer or HPJ. The said
          administrative works include, but not limited to, the matters related
          to the [*] and complying with government regulations.

      3.  PMS, not HPJ, shall be the contracting entity with Customer for
          providing maintenance and support to Customer directly.


   ARTICLE 2:      HPJ's shall be released from all the obligations in SPA which
   contradicts with the Article 1 above when PMS performs the said obligations
   on behalf of HPJ. PMS shall not be able to raise any claims against HPJ for
   breach of contract when such issues arises from the PMS's performance of
   above said obligations on behalf of HPJ.


   Parties hereby agree as above.



PARAGON MANAGEMENT SYSTEMS, INC.                 HEWLETT-PACKARD JAPAN, LTD.
5933 W. Century Boulevard, Suite 1220,           3-29-21, Takaido Higashi,
Los Angeles, California 90045                    Suginami-ku Tokyo, JAPAN

TITLE:  VP of Operations                         TITLE: [*]

NAME:   [ILLEGIBLE]                              NAME:  [ILLEGIBLE]

DATE:  September 1, 1999                         DATE:  October 13, 1999


* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH
  THE SECURITIES AND EXCHANGE COMMISSION.