BOS-BUS:263808.6


REVOLVING CREDIT AGREEMENT

as of May 31, 1996 between EXPERT SOFTWARE, INC.

and

THE FIRST NATIONAL BANK OF BOSTON

--BOS-BUS:263808.6

TABLE OF CONTENTS

1.   DEFINITIONS:                                      1
2.   REVOLVING CREDIT FACILITY.                        7
2.1.  Commitment to Lend.  (a)                         7
2.2.  Requests for Loans.                              8
2.3.  Conversion Options.                              9
2.3.1.  Conversion to Different Loan Type.             9
2.3.2.  Continuation of Loan Type.                     9
2.3.3.  LIBOR Rate Loans.                              10
2.4.  Interest.                                        10
2.5.  Repayments and Prepayments.                      10
3.   CHANGES IN CIRCUMSTANCES, ETC.                    11
3.1.  Inability to Determine LIBOR Rate.               11
3.2.  Illegality.                                      11
3.3.  Change in Circumstances.                         12
3.4.  Certificate.                                     12
3.5.  Indemnity.                                       12
4.   FEES AND PAYMENTS.                                13
5.  REPRESENTATIONS AND WARRANTIES.                    13
6.   CONDITIONS PRECEDENT.                             15
7.   COVENANTS.                                        15
7.1.  Affirmative Covenants.                           15
7.2.  Negative Covenants.                              17
7.3.  Financial Covenants.                             18
8.   EVENTS OF DEFAULT; ACCELERATION.                  19
9.   SETOFF.                                           20
10.  CONFIDENTIALITY.                                  21
11.  MISCELLANEOUS.                                    21

<PAGE>

BOS-BUS:263808.6
EXPERT SOFTWARE, INC.


REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT  AGREEMENT (this  "Agreement") is made as of May 31, 1996,
by and between EXPERT SOFTWARE,  INC. (the "Borrower"),  a Delaware  Corporation
having its principal  place of business at 800 Southwest 37th Avenue,  Executive
Tower,  Suite 750, Coral Gables,  Florida 33134,  and THE FIRST NATIONAL BANK OF
BOSTON (the "Bank"), a national banking  association with its head office at 100
Federal Street, Boston, Massachusetts 02110.

1.  DEFINITIONS.

Certain capitalized terms are defined below:

Accounts:  All rights of the Borrower or any of its  Subsidiaries to any payment
of money for goods sold, leased,  licensed or otherwise marketed in the ordinary
course of business, whether evidenced by or under or in respect of a contract or
instrument, and to all proceeds in respect thereof.

Agreement:  See preamble, which term shall include this
Agreement and the Schedules  hereto, all as amended and in
effect from time to time.

Bank:  See preamble.

Base Rate:  The higher of (i) the annual rate of interest
announced from time to time by  the Bank at its head office
as the Bank's "base rate" and (ii) one-half of one percent
(1/2%) per annum above the Federal Funds Effective Rate.

Base Rate Margin:  Zero percent (0%) per annum.

Borrower:  See  preamble.

Business  Day:  Any day on which  banks in Boston,  Massachusetts,  are open for
business  generally and, in the case of LIBOR Rate Loans,  also a day which is a
LIBOR Business Day.

Capitalized  Leases:  Leases under which the Borrower or any of its Subsidiaries
is the Lessee or obligor,  the  discounted,  future rental  payment  obligations
under which are required to be capitalized on the consolidated  balance sheet of
the Borrower and its Subsidiaries in accordance with GAAP.

Change of Control:  A Change of Control shall be deemed to have occurred if: (a)
during any period of two  consecutive  calendar  years,  individuals  who at the
beginning of such period constituted the Borrower's Board of Directors (together
with any new directors  whose election to the  Borrower's  Board of Directors or
whose  nomination  for  election to the  Borrower's  Board of  Directors  by the
Borrower's  shareholders  was approved by a vote of at least  two-thirds  of the
Borrower's  directors  then  still in office who either  were  directors  at the
beginning  of such  period or whose  election or  nomination  for  election  was
previously  so  approved)  cease for any reason to  constitute a majority of the
Borrower's directors then in office; or

(b) the  Borrower  shall  cease  to own and  control  directly,  of  record  and
beneficially,  100% of each class of  outstanding  capital  stock of each of its
Subsidiaries free and clear of all Liens (other than any Lien permitted under
this Agreement).

Charter Documents:  In respect of any entity, the
certificate or articles of incorporation or organization and the by-laws of such
entity, or other constitutive documents of such entity.

Commitment:  The  obligation  of the Bank to make Loans to the Borrower up to an
aggregate outstanding principal amount not to exceed $5,000,000,  as such amount
may be reduced from time to time or terminated hereunder.

Consent:  In respect of any person or entity,  any permit,  license or exemption
from,  approval,  consent of,  registration  or filing with any local,  state or
federal   governmental  or  regulatory  agency  or  authority,   required  under
applicable law.  Consolidated Current Assets: All cash,  marketable  securities,
Accounts and inventory of the Borrower and its  Subsidiaries  on a  consolidated
basis. Consolidated Current Liabilities: All liabilities of the Borrower and its
Subsidiaries  on a consolidated  basis payable on demand or maturing  within one
(1) year from the date as of which current liabilities are to be determined, and
such other  liabilities that in accordance with GAAP are properly  classified as
current  liabilities.  Consolidated  Operating  Cash Flow:  For any period,  the
amount equal to (i) the sum of (A) the consolidated  earnings (or loss) from the
operations of the Borrower and its Subsidiaries on a consolidated basis for such
period,  after payment or provision  for all expenses and other proper  charges,
but  before  payment or  provision  for any income  taxes,  interest  expense or
commitment fees, plus (B) depreciation,  amortization and right-offs of purchase
costs in connection  with  acquisitions  permitted  under Sect.  7.2(e) for such
period,  minus (ii) the income tax  liability  for such period as  determined by
GAAP  exclusive of the deferred tax portion of such tax  liability,  minus (iii)
capital  expenditures  (other than expenditures  financed by a third party) made
during  such  period to the extent  permitted  hereunder,  minus  (iv)  software
capitalized during such period in the ordinary course of business .

Consolidated  Tangible  Net Worth:  The excess of (i) all assets of the Borrower
and its Subsidiaries on a consolidated basis determined in accordance with GAAP,
over (ii) all liabilities of the Borrower and its Subsidiaries on a consolidated
basis  determined in accordance  with GAAP,  minus (iii) the sum of (A) the book
value of all intangibles determined in accordance with GAAP, including good will
and  intellectual  property,  and (B) any  write-up  in the book value of assets
since the most recent audited Financials in existence on the date hereof.

Consolidated  Total Debt Service:  For any period,  the sum of (i)  Consolidated
interest  expense of the  Borrower  and its  Subsidiaries,  plus (ii)  scheduled
payments  (if any) of long  term  indebtedness,  plus  (iii)  Capitalized  Lease
payments.

Consolidated  Total  Liabilities:  All  liabilities  of  the  Borrower  and  its
Subsidiaries  on a consolidated  basis that in accordance with GAAP are properly
classified as liabilities. Conversion Request: A notice given by the Borrower to
the Bank of the Borrower's  election to convert or continue a Loan in accordance
with ss.2.3 hereof. Domestic Lending Office:  Initially,  the office of the Bank
designated  as such by notice to the Borrower;  thereafter  such other office of
the Bank,  if any,  located  within  the  United  States  that will be making or
maintaining Base Rate Loans.  Default:  An event or act which with the giving of
notice and/or the lapse of time, would become an Event of Default.

Drawdown Date:  In respect of any Loan, the date on which
such Loan is made to the

Borrower.

Environmental  Laws: All laws  pertaining to  environmental  matters,  including
without   limitation,   the  Resource   Conservation   and  Recovery   Act,  the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund  Amendments and  Reauthorization  Act of 1986, the Federal Clean Water
Act, the Federal Clean Air Act, the Toxic  Substances  Control Act, in each case
as amended, and all rules, regulations,  judgments, decrees, orders and licenses
arising under all such laws. ERISA: The Employee  Retirement Income Security Act
of 1974, as amended, and all rules, regulations,  judgments, decrees, and orders
arising  thereunder.  Eurocurrency  Reserve Rate:  For any day with respect to a
LIBOR Rate Loan,  the maximum rate  (expressed as a decimal) at which any lender
subject thereto would be required to maintain reserves under Regulation D of the
Board of Governors of the Federal  Reserve  System (or any  successor or similar
regulations  relating  to  such  reserve   requirements)  against  "Eurocurrency
Liabilities"  (as that term is used in Regulation D), if such  liabilities  were
outstanding.  The Eurocurrency  Reserve Rate shall be adjusted  automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

Event of Default:  Any of the events listed in ss.8 hereof.

Federal  Funds  Effective  Rate:  For any day,  the rate per annum  equal to the
weighted  average of the rates on  overnight  federal  funds  transactions  with
members of the Federal  Reserve  System  arranged by federal funds  brokers,  as
published  for such day (or,  if such day is not a  Business  Day,  for the next
preceding  Business  Day) by the Federal  Reserve Bank of New York,  or, if such
rate is not so published  for any day that is a Business Day, the average of the
quotations  for such day on such  transactions  received  by the Bank from three
funds brokers of recognized standing selected by the Bank.

Financials:  In respect of any period,  the  consolidated  balance  sheet of any
person or entity  and its  Subsidiaries  as at the end of such  period,  and the
related  statement  of income and  consolidated  statement of cash flow for such
period,  each  setting  forth in  comparative  form the figures for the previous
comparable  fiscal period,  all in reasonable  detail and prepared in accordance
with GAAP.

GAAP: Generally accepted accounting  principles consistent with those adopted by
the Financial Accounting Standards Board and its predecessor,  (i) generally, as
in effect from time to time, and (ii) for purposes of determining  compliance by
the Borrower with its financial covenants set forth herein, as in effect for the
fiscal year therein
 reported in the most recent Financials submitted to the Bank prior to execution
of this Agreement.

Indebtedness:  In  respect  of  any  entity,  all  obligations,  contingent  and
otherwise,  for borrowed money that in accordance with GAAP should be classified
as  liabilities.  Interest  Payment Date: (i) As to any Base Rate Loan, the last
day of the calendar month which includes the Drawdown Date thereof;  and (ii) as
to any LIBOR Rate Loan in respect of which the Interest Period is (a) 90 days or
less, the last day of such Interest  Period and, (b) more than 90 days, the date
that is 90 days from the first day of such Interest Period.

Interest Period:  With respect to each Loan, (i) initially,
the period  commencing  on the Drawdown Date of such loan and ending on the last
day of one of the periods set forth below, as selected by the Borrower in a Loan
Request (A) for any Base Rate Loan the last day of the calendar  month;  and (B)
for any LIBOR Rate Loan, 30, 60, 90 or 180 days and (ii) thereafter, each period
commencing  on the  last  day  of  the  immediately  preceding  Interest  Period
applicable  to such Loan and  ending on the last day of one of the  periods  set
forth above, as selected by the Borrower in a Conversion Request;
provided that all of the foregoing provisions relating to
Interest Periods are  subject to the following:

      (a) if any  Interest  Period  with  respect  to a LIBOR  Rate  Loan  would
otherwise end on a day that is not a LIBOR  Business  Day, that Interest  Period
shall be extended to the next succeeding LIBOR Business Day unless the result of
 such  extension  would be to carry such Interest  Period into another  calendar
month,  in  which  event  such  Interest  Period  shall  end on the  immediately
preceding LIBOR Business Day;

      (b) if the Borrower  shall fail to give notice as provided in ss.2.3,  the
Borrower  shall be deemed to have  requested a conversion of the affected  LIBOR
Rate Loan to a Base Rate Loan and the continuance of all Base Rate Loans as Base
Rate Loans on the last day of the then  current  Interest  Period  with  respect
thereto;

      (c) any  Interest  Period that begins on the last LIBOR  Business Day of a
calendar month (or on a day for which there is no numerically  corresponding day
in the calendar month at the end of such Interest  Period) shall end on the last
LIBOR Business Day of a calendar month; and

      (d) any  Interest  Period  relating  to any LIBOR  Rate  Loan  that  would
otherwise  extend  beyond  the  Maturity  Date shall end on the  Maturity  Date.
Inventory:  All goods,  merchandise  and other personal  property,  now owned or
hereafter  acquired by the Borrower or any of its  Subsidiaries,  which are held
for sale or leased,  or  furnished  under a  contract  for  service,  or are raw
materials,  work  in  process,  or  materials  used  in the  Borrower's  or such
Subsidiary's business.

LIBOR Business Day:  Any day on which commercial banks are
open for international  business (including dealings in
U.S. dollar deposits) in London.
LIBOR Lending Office:  Initially, the office of the Bank
designated as such by notice to  the Borrower; thereafter,
such other office of the Bank, if any, that shall be making
or  maintaining LIBOR Rate Loans.

LIBOR Rate: For any Interest  Period with respect to a LIBOR Rate Loan, the rate
of interest  equal to (i) the rate  determined by the Bank at which U.S.  dollar
deposits for such Interest Period are offered based on information  presented on
Telerate Page 3750 as of 11:00 a.m. London time on the second LIBOR Business Day
prior to the first day of such Interest  Period,  divided by (ii) a number equal
to 1.00 minus the Eurocurrency Reserve Rate, if applicable.

LIBOR Rate Loans:  Loans bearing interest calculated by
reference to the LIBOR Rate.
LIBOR Rate Margin:  With respect to any LIBOR Rate Loan,
one and three quarters  percent (1.75%) per annum.

Liens:  Any encumbrance, mortgage, pledge, hypothecation,
charge, restriction or other  security interest of any kind
securing any obligation of any entity or person.

Loan:  Any loan made or to be made to the Borrower pursuant
to Sect. 2 hereof.
Loan Documents:  This Agreement and the Note, in each case
as from time to time  amended, restated or supplemented.

Loan Request:  See Sect. 2.2.

Materially  Adverse  Effect:  Any  materially  adverse  effect on the  financial
condition or business  operations  of the Borrower  and its  Subsidiaries  taken
together or  material  impairment  of the ability of the  Borrower or any of its
Subsidiaries to perform its obligations hereunder or under any of the other Loan
Documents.

Maturity Date:  May 31, 1998 or such earlier date on which
all Loans may become due  and payable pursuant to the terms
hereof.

Note.  See ss.2.1.

Obligations:  All indebtedness,  obligations and liabilities of the Borrower and
its Subsidiaries to the Bank,  existing on the date of this Agreement or arising
thereafter,  direct or  indirect,  joint or  several,  absolute  or  contingent,
matured or unmatured, liquidated or unliquidated,  secured or unsecured, arising
by  contract,  operation  of law or  otherwise,  arising or incurred  under this
Agreement  or any other Loan  Document  or in respect of any of the Loans or the
Note or other instruments at any time evidencing any thereof.

Requirement of Law: In respect of any person or entity,  any law, treaty,  rule,
regulation or  determination  of an  arbitrator,  court,  or other  governmental
authority,  in each case  applicable to or binding upon such person or entity or
affecting  any of its  property.  Subsidiary:  In respect of the  Borrower,  any
business  entity of which the Borrower at any time owns or controls  directly or
indirectly more than fifty percent (50%) of the
 outstanding  shares of stock having  voting  power,  regardless of whether such
right to vote depends upon the occurrence of a contingency.

2.  REVOLVING CREDIT FACILITY.

2.1.  Commitment to Lend.

(a)

Upon the terms and subject to the conditions of this Agreement,  the Bank agrees
to lend to the Borrower on the  Drawdown  Dates  requested by the Borrower  such
sums that the Borrower may request, from the date hereof until but not including
the Maturity Date, provided that the sum of the outstanding  principal amount of
all  Loans(after  giving effect to all amounts  requested)  shall not exceed the
Commitment.

Base Rate  Loans  shall be in the  minimum  aggregate  amount of  $50,000  or an
integral  multiple  there  of and  LIBOR  Rate  Loans  shall  be in the  minimum
aggregate amount of $100,000 or an integral multiple thereof.

(b) Notwithstanding the notice requirements set forth in ss.2.2(a), Loans may be
made from time to time in the following  manner:  the Bank may make Loans to the
Borrower by entry of credits to the Borrower's  controlled  disbursement account
with the Bank, account no. 55164696 (the "Disbursement Account") to cover checks
or other charges which the Borrower has drawn or made against such  Disbursement
Account.  The Borrower hereby requests and authorizes the Bank to make from time
to time such Loans by means of appropriate entries of such credits sufficient to
cover  checks and other  charges then  presented.  The Borrower and the Bank may
also agree to effect such other controlled  disbursement  arrangements as may be
mutually satisfactory.

The Borrower acknowledges and agrees that the making of such Loans in accordance
with  this  ss.2.1(b)  shall,  in each  case,  be  subject  in all  respects  to
provisions  of this  Agreement  as if they were Loans  covered by a Loan Request
including,  without  limitation,  the  limitations  set forth in ss.2.1  and the
requirement  that the  applicable  provisions of ss.7 be satisfied.  All actions
taken  by the  Bank  pursuant  to the  provisions  of this  ss.2.1(b)  shall  be
conclusive  and binding on the Borrower  absent  manifest error by the Bank. (c)
The  obligation  of the Borrower to repay to the Bank the principal of the Loans
and interest  accrued  thereon  shall be  evidenced  by a  promissory  note (the
"Note") in the maximum  aggregate  principal  amount of $5,000,000  executed and
delivered  by the  Borrower  and  payable to the order of the Bank,  in form and
substance satisfactory to the Bank.

2.2.  Requests for Loans.

  (a) The Borrower  shall give to the Bank written  notice in form and substance
satisfactory to the Bank (or telephonic  notice confirmed in writing in form and
substance  satisfactory  to the Bank) of each Loan requested  hereunder (a "Loan
Request") (i) no later than 10:00 a.m.,  Boston time,  on the proposed  Drawdown
Date of any Base Rate Loan,  and (ii) no less than three (3) LIBOR Business Days
prior to the  proposed  Drawdown  Date of any LIBOR Rate Loan.  Each such notice
shall specify (A) the principal
amount of the Loan requested,  (B) the proposed  Drawdown Date of such Loan, (C)
the  Interest  Period for such Loan,  and (D) whether  such Loan shall be a Base
Rate Loan or LIBOR Rate Loan.  Each such notice shall be irrevocable and binding
on the  Borrower and shall  obligate  the Borrower to accept the Loan  requested
from the Bank on the proposed  Drawdown Date. Each Request shall be in a minimum
aggregate amount of $50,000 for Base Rate Loans or
 an integral  multiple  thereof and $100,000 for LIBOR Rate Loans or an integral
multiple thereof.

2.3.  Conversion Options.

2.3.1.  Conversion to Different Loan Type.

  The Borrower may elect from time to time to convert any outstanding  Loan from
a Base Rate Loan to a LIBOR  Rate Loan or from a LIBOR  Rate Loan to a Base Rate
Loan, provided that (i) with respect to any such conversion of a LIBOR Rate Loan
to a Base  Rate  Loan,  the  Borrower  shall  give the Bank at least  three  (3)
Business Days prior written  notice of such  election,  (ii) with respect to any
such  conversion  of a LIBOR  Rate Loan into a Base Rate Loan,  such  conversion
shall only be made on the last day of the Interest Period with respect  thereto,
(iii) with  respect to any such  conversion  of a Base Rate Loan to a LIBOR Rate
Loan,  the Borrower  shall give the Bank at least three (3) LIBOR  Business Days
prior written  notice of such election and the requested  Interest  Period,  and
(iv) no loan may be  converted  into a LIBOR Rate Loan when any Default or Event
of Default has occurred and is continuing.  On the date on which such conversion
is being
 made the Bank shall take such action as is necessary to transfer  such Loans to
its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All
or any part of outstanding  Loans may be converted as provided herein,  provided
that partial  conversions  shall be in an aggregate  principal amount of $50,000
with respect to Base Rate Loans or an integral  multiple  thereof,  and $100,000
with respect to LIBOR Rate Loans or a whole multiple  thereof.  Each  Conversion
Request  relating  to the  conversion  of a Base Rate Loan to a LIBOR  Rate Loan
shall be irrevocable by the Borrower.

2.3.2.  Continuation of Loan Type.

  Any Base  Rate  Loan or LIBOR  Rate  Loan may be  continued  as such  upon the
expiration  of an Interest  Period with  respect  thereto by  compliance  by the
Borrower  with the notice  provisions  contained in ss.2.3.1;  provided  that no
LIBOR Rate Loan may be  continued  as such when any  Default or Event of Default
has occurred and is continuing,  but shall be automatically  converted to a Base
Rate Loan on the last day of the first Interest Period  relating  thereto ending
during the  continuance of any Default or Event of Default of which the officers
of the Bank active upon the  Borrower's  account have actual  knowledge.  In the
event that the  Borrower  fails to provide any such  notice with  respect to the
continuation  of any LIBOR Rate Loan as such, then such LIBOR Rate Loan shall be
automatically  converted  to a Base  Rate  Loan on the last day of the  Interest
Period relating thereto.

2.3.3.  LIBOR Rate Loans.

  Any conversion to or from LIBOR Rate Loan shall be in such amounts and be made
pursuant  to such  elections  so that,  after  giving  effect  thereto,  (i) the
aggregate  principal  amount of all LIBOR  Rate Loans  having the same  Interest
Period shall not be less than  $100,000 or a whole  multiple  thereof,  and (ii)
there  shall not be more than six (6)  outstanding  Loans  which are LIBOR  Rate
Loans at any time.

2.4.  Interest.

  So long as no Event of  Default is  continuing,  (i) each Base Rate Loan shall
bear interest for the period  commencing  with the Drawdown  Date  thereof,  and
ending on the last day of the Interest Period with respect thereto at a rate per
annum  which is equal to the sum of (A) the  Base  Rate,  and (B) the Base  Rate
Margin,  and (ii) each  LIBOR  Rate Loan  shall  bear  interest  for the  period
commencing  with the  Drawdown  Date  thereof  and ending on the last day of the
Interest Period with respect thereto at a rate per annum equal to the sum of (A)
the LIBOR  Rate,  and (B) the LIBOR  Rate  Margin.  While an Event of Default is
continuing,  amounts payable under any of the Loan Documents shall bear interest
(compounded  monthly and payable on demand in respect to override  amounts) at a
rate per annum which is equal to the sum of (i) the Base Rate,
and (ii) two percent (2%) until  such amount is paid in
full or (as the case may be) such Event of Default has been
cured  or waived in writing by the Bank (after as well as
before judgment).

2.5.  Repayments and Prepayments.

  The Borrower  hereby  agrees to pay the Bank on the  Maturity  Date the entire
unpaid  principal of and interest on all Loans. The Borrower may elect to prepay
the  outstanding  principal of all or any part of any Loan,  without  premium or
penalty,  provided that the full or partial prepayment of the outstanding amount
of any LIBOR Rate Loans pursuant to this ss.2.5 may be made only on the last day
of the Interest  Period  Relating  thereto.  The Borrower shall give the Bank no
later than 10:00 a.m.  Boston time, at least three (3) LIBOR Business Days prior
written notice, of any proposed  prepayment pursuant to this ss.2.5 of any LIBOR
Rate Loan and on the date of such prepayment pursuant to this ss.2.5 of any Base
Rate Loan, in each case  specifying the proposed date of such prepayment and the
amount to be prepaid.  The  Borrower  shall be  entitled to reborrow  before the
Maturity Date such amounts, upon the terms and subject to the conditions of this
Agreement.  Each  repayment  or  prepayment  of  principal  of any Loan shall be
accompanied  by  payment  of the  unpaid  interest  accrued  to such date on the
principal  being  repaid or prepaid.  If at any time the  outstanding  principal
amount of the Loans shall exceed the Commitment,  the Borrower shall immediately
pay the amount of such  excess to the Bank for  application  to the  Loans.  The
Borrower may elect to reduce or terminate the Commitment by a minimum  principal
amount of $100,000 or an
integral multiple thereof,  upon written notice to the Bank given by 10:00 a.m.
Boston time at least two (2) Business  Days prior to the date of such  reduction
or  termination.  The Borrower shall not be entitled to reinstate the Commitment
following such reduction or termination.

3.  CHANGES IN CIRCUMSTANCES, ETC.

3.1.  Inability to Determine LIBOR Rate.

  In the event, prior to the commencement of any Interest Period relating to any
LIBOR Rate Loan, the Bank shall  determine that adequate and reasonable  methods
do not exist for ascertaining  the LIBOR Rate that would  otherwise  
determine  the rate of
interest to be applicable to any LIBOR Rate Loan during any Interest Period, the
Bank  shall  forthwith  give  notice  of  such  determination  (which  shall  be
conclusive  and binding on the Borrower) to the Borrower.  In such event (i) any
Loan Request or Conversion  Request with respect to any LIBOR Rate Loan shall be
automatically withdrawn and shall be deemed a request for a Base Rate Loan, (ii)
each LIBOR  Rate Loan will  automatically,  on the last day of the then  current
Interest  Period  thereof,  become a Base Rate Loan, and (iii) the obligation of
the Bank to make LIBOR Rate Loans shall be suspended  until the Bank  determines
that the circumstances giving rise to such suspension no longer exist, whereupon
the Bank shall so notify the Borrower. 3.2. Illegality.

  Notwithstanding  any other provisions  herein, if any future law,  regulation,
treaty or directive or any future  interpretation  or application of any present
or future law,
 regulation,  treaty or directive shall make it unlawful for the Bank to make or
maintain  LIBOR  Rate  Loans,  the Bank  shall  forthwith  give  notice  of such
circumstances  to the Borrower and thereupon  (i) the  commitment of the Bank to
make  LIBOR Rate  Loans or  convert  Base Rate  Loans to LIBOR Rate Loans  shall
forthwith be suspended, and (ii) the Loans then outstanding as LIBOR Rate Loans,
if any, shall be converted  automatically  to Base Rate Loans on the last day of
each Interest Period  applicable to such LIBOR Rate Loans or within such earlier
period as may be required by law. The Borrower hereby agrees promptly to pay the
Bank,  upon demand by the Bank, any additional  amounts  necessary to compensate
the  Bank for any  costs  incurred  by the  Bank in  making  any  conversion  in
accordance  with this ss.3.2,  including any interest or fee payable by the Bank
to lenders of funds  obtained by it in order to make or maintain  its LIBOR Rate
Loans hereunder.

3.3.  Change in Circumstances.

  If, on or after the date hereof, the Bank determines that (i) the adoption of,
or any change in, any  applicable  law,  rule,  regulation  or  guideline or the
interpretation or administration thereof (whether or not having the force of
law),  or (ii)  compliance  by the Bank or its parent  holding  company with any
guideline,  request or directive  (whether or not having the force of law),  (A)
shall  subject the Bank to any tax,  duty or other  charge  with  respect to any
LIBOR Rate Loan or the Note,  or shall  change the basis of taxation of payments
to the Bank of the  principal  of or interest on, LIBOR Rate Loans or in respect
of any other  amounts  due under this  Agreement  in respect of LIBOR Rate Loans
(other  than with  respect to taxes  based upon the Bank's net  income),  or (B)
shall impose, modify or deem applicable any reserve,  special deposit or similar
requirement  (including,  without  limitation,  any  imposed  by  the  Board  of
Governors of the Federal Reserve System, but excluding with respect to any LIBOR
Rate Loan any such requirement  included in an applicable  Eurocurrency  Reserve
Rate) against assets of, deposits with or for the account of, or credit extended
by, the Bank,  or shall  impose on the Bank or the London  interbank  market any
other condition  affecting LIBOR Rate Loans or the Note and the result of any of
the foregoing is to increase the cost to the Bank of making or  maintaining  any
LIBOR Rate Loan,  or to reduce the amount of any sum received or  receivable  by
the Bank under this  Agreement or under the Note with respect to any Loan, by an
amount  reasonably  deemed by the Bank to be material,  then, upon demand by the
Bank, the Borrower agrees to pay to the Bank such  additional  amount or amounts
as will compensate the Bank for such increased cost or reduction. 3.4.
Certificate.

  A  certificate  setting  forth any  additional  amounts  payable  pursuant  to
ss.ss.3.2  and 3.3 and a  brief  explanation  of such  amounts  which  are  due,
submitted by the Bank to the
 Borrower, shall be conclusive, absent manifest error, that such amounts are due
and owing.

3.5.  Indemnity.

  The Borrower  agrees to indemnify  and hold the Bank harmless from and against
any loss, cost or expense  (including loss of anticipated  profits) the Bank may
sustain as a consequence of the Borrower's  failure to pay the principal  amount
of any LIBOR Rate Loan as and when due or the  payment of any LIBOR Rate Loan on
a date that is
 not the last day of the Interest Period applicable thereto,  including interest
or fees  payable  by the Bank to  lenders  of funds  obtained  by it in order to
maintain any such Loans.

4.  FEES AND PAYMENTS.

Contemporaneously  with execution and delivery of this  Agreement,  the Borrower
shall pay to the Bank a closing fee in the amount of $25,000. The Borrower shall
pay to the Bank, on the first day of each calendar quarter  hereafter,  and upon
the Maturity Date or the date upon which the  Commitment is no longer in effect,
a commitment  fee  calculated  at a rate per annum which is equal to one-half of
one  percent  (0.5%) of the average  daily  difference  by which the  Commitment
amount  exceeds the  aggregate of the  outstanding  Loans  during the  preceding
calendar  quarter or portion  thereof.  All  payments to be made by the Borrower
hereunder or under any of the other Loan Documents shall be made in U.S. dollars
in immediately  available funds at the Bank's head office at 100 Federal Street,
Boston,   Massachusetts,   without  set-off  or  counterclaim  and  without  any
withholding  or deduction  whatsoever.  The Bank shall be entitled to charge any
account  of the  Borrower  with  the  Bank  for any sum due and  payable  by the
Borrower to the Bank hereunder or under any of the other Loan Documents.  If any
payment  hereunder is required to be made on a day which is not a Business  Day,
it shall be paid on the immediately  succeeding  Business Day, with interest and
any applicable fees adjusted accordingly. All computations of interest or of the
commitment  fee  payable  hereunder  shall be made by the  Bank on the  basis of
actual days elapsed and on a 360-day year.

5.  REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Bank on the date hereof, on the date
of any Loan Request, and on each Drawdown Date that:

(a) the  Borrower  and  each of its  Subsidiaries  is  duly  organized,  validly
existing,   and  in  good  standing  under  the  laws  of  its  jurisdiction  of
incorporation  and is  duly  qualified  and in  good  standing  in  every  other
jurisdiction  where  it is  doing  business  except  where  a  failure  to be so
qualified  would  not  have a  Materially  Adverse  Effect,  and the  execution,
delivery and performance by the Borrower and
 each of its  Subsidiaries  of the Loan Documents to which it is a party (i) are
within its corporate  authority,  (ii) have been duly  authorized,  (iii) do not
conflict with or contravene its Charter Documents;

(b) upon execution and delivery thereof, each Loan Document shall constitute the
legal,  valid and binding  obligation of the Borrower and its Subsidiaries party
thereto,  enforceable in accordance with its terms except as  enforceability  is
limited by  bankruptcy,  insolvency,  reorganization,  moratorium  or other laws
relating to or affecting generally the enforcement of creditors' rights;

(c) the Borrower has good and marketable  title to all its material  properties,
subject only to Liens permitted  hereunder,  and possesses all material  assets,
including  intellectual  properties,  franchises and Consents,  adequate for the
conduct of its business as now conducted, without known conflict with any rights
of  others.  The  Borrower  maintains  insurance  with  financially  responsible
insurers, copies of the policies for which have been previously delivered to the
Bank,  covering such risks and in such amounts and with such  deductibles as are
customary in the Borrower's business and are adequate;

(d) the Borrower has provided to the Bank its audited  Financials as at December
31, 1995, and unaudited  quarterly  Financials as at March 31, 1996, and for the
fiscal  periods  then ended,  and such  Financials  are complete and correct and
fairly present the position of the Borrower and its Subsidiaries as at such date
and for such period in accordance  with GAAP  consistently  applied,  excluding,
with respect to the unaudited quarterly Financials, footnotes, reserves and year
end adjustment;

(e) since December 31, 1995, there has been no materially  adverse change of any
kind in the  Borrower or any of its  Subsidiaries  which would have a Materially
Adverse Effect;

(f) except as set forth in the  Borrower's  most recent Form 10-K filed with the
Securities and Exchange  Commission,  there are no legal or other proceedings or
investigations  pending  or  threatened  against  the  Borrower  or  any  of its
Subsidiaries before any court,  tribunal or regulatory authority which would, if
adversely determined, alone or together, have a Materially Adverse Effect;

(g) the execution, delivery, performance of its obligations, and exercise of its
rights under the Loan Documents by the Borrower,  including borrowing under this
Agreement (i) do not require any  Consents;  and (ii) are not and will not be in
conflict with or prohibited or prevented by (A) any  Requirement  of Law, or (B)
any Charter Document, corporate minute or resolution,  instrument,  agreement or
provision thereof, in each case binding on it or affecting its property; (h) the
Borrower is not in violation of (i) any Charter  Document,  corporate  minute or
resolution,  (ii) any  instrument  or  agreement,  in each case binding on it or
affecting its property, in a manner which could have a Materially Adverse Effect
or (iii) any  Requirement  of Law,  in a manner  which  could have a  Materially
Adverse Effect, including,  without limitation, all applicable federal and state
tax laws, ERISA and Environmental Laws; and

(i)  the only Subsidiaries of the Borrower are Swfte
International, Ltd. and ES  International, Inc. and neither
the Borrower nor any of its Subsidiaries is a  party to any
partnership or joint venture.

6.  CONDITIONS PRECEDENT.

In addition to the making of the foregoing  representations  and  warranties and
the delivery of the Loan  Documents  and such other  documents and the taking of
such actions as the
 Bank may  require  at or prior to the time of  executing  this  Agreement,  the
obligation of the Bank to make any Loan to the Borrower  hereunder is subject to
the satisfaction of the following further conditions precedent:

(a)  each of the representations and warranties of the
Borrower to the Bank herein,  in any of the other Loan
Documents or any  documents,  certificate or other paper or notice in connection
herewith shall be true and correct in all material  respects as of the time made
or claimed to have been made;

(b)  no Default or Event of Default shall be continuing;

(c) all  proceedings in connection  with the  transactions  contemplated  hereby
shall be in form and substance satisfactory to the Bank, and the Bank shall have
received all information  and documents as it may have  reasonably  requested in
order to evidence  fulfillment of the conditions set forth in this ss.6; and (d)
no change shall have occurred in any law or regulation or in the  interpretation
thereof  that in the  reasonable  opinion of the Bank would make it unlawful for
the Bank to make such Loan.

7.  COVENANTS.

7.1.  Affirmative Covenants.

The Borrower agrees that until the termination of the Commitment and the payment
and  satisfaction in full of all the  Obligations,  the Borrower will, and where
applicable will cause each of its Subsidiaries to comply with its obligations as
set forth throughout this Agreement and to:

(a) furnish the Bank:  (i) as soon as available  but in any event within  ninety
(90) days after the close of each fiscal year,  its audited  Financials for such
fiscal year, certified by Arthur Andersen LLP or by other nationally  recognized
independent  certified public accountants;  (ii) as soon as available but in any
event  within  forty-five  (45) days after the end of each  fiscal  quarter  its
unaudited Financials for such quarter, certified by its chief financial officer;
and  (iii)together  with  the  quarterly  and  annual  audited   Financials,   a
certificate of the Borrower setting forth computations  demonstrating compliance
with the Borrower's financial covenants set forth herein, and certifying that no
Default or Event of Default has occurred, or if it has, the actions taken by the
Borrower with respect thereto;

(b) keep true and accurate  books of account in accordance  with GAAP,  maintain
its current fiscal year and permit the Bank or its designated representatives to
inspect the Borrower's  premises during normal business hours, to examine and be
advised as to such or other  business  records upon the request of the Bank, and
to permit the Bank's commercial finance examiners to conduct periodic commercial
finance examinations;

(c) (i) maintain its  corporate  existence,  business and assets,  (ii) keep its
business and assets  adequately  insured,  (iii)  maintain  its chief  executive
office in the  United  States,  (iv)  continue  to  engage in the same  lines of
business,  and (v) comply  with all  Requirements  of Law,  including  ERISA and
Environmental  Laws;  (d)  notify  the  Bank  promptly  in  writing  of (i)  the
occurrence of any Default or Event of Default, (ii) any noncompliance with ERISA
or any  Environmental  Law or proceeding  in respect  thereof which could have a
Materially Adverse Effect,  (iii) any change of address,  (iv) any threatened or
pending  litigation  or  similar  proceeding  affecting  the  Borrower  or  such
Subsidiary which if adversely adjudicated could have a Materially Adverse Effect
or any material change in any such litigation or proceeding  previously reported
which could have a Materially Adverse Effect and (v) material claims against any
assets or properties of the Borrower or such Subsidiary;

(e) use the proceeds of the Loans solely for  acquisitions  permitted under this
Agreement and working capital and general  corporate  purposes,  and not for the
carrying  of  "margin   security"  or  "margin  stock"  within  the  meaning  of
Regulations U and X of the Board of Governors of the Federal Reserve System,  12
C.F.R. Parts 221 and 224; and

(f)  cooperate  with the Bank,  take such action,  execute such  documents,  and
provide  such  information  as the Bank may from time to time  request  in order
further to effect the transactions  contemplated by and the purposes of the Loan
Documents.

7.2.  Negative Covenants.

The Borrower agrees that until the termination of the Commitment and the payment
and satisfaction in full of all the Obligations, the Borrower will not and where
applicable will not permit its Subsidiaries to:

(a) create,  incur or assume any Indebtedness other than (i) Indebtedness to the
Bank,  (ii)  Indebtedness  under  operating  leases,  and (iii)  Indebtedness in
respect of the  acquisition of property which does not exceed  $5,000,000 in the
aggregate; (b) create or incur any Liens on any of the property or assets of the
Borrower or any of its  Subsidiaries  except (i) Liens securing the Obligations;
(ii) Liens  securing  taxes or other  governmental  charges  not yet due;  (iii)
deposits or pledges made in connection  with social security  obligations;  (iv)
Liens of carriers,  warehousemen,  mechanics and materialmen, less than 120 days
old as to obligations not yet due or which are being contested in good faith and
for  which  reserves  have  been set  aside on the  books of the  Borrower;  (v)
easements,  rights-of-way,  zoning  restrictions  and similar  minor Liens which
individually and in the aggregate do not have a Materially Adverse Effect;  (vi)
purchase  money  security  interests in or purchase  money  mortgages on real or
personal   property   securing   purchase   money   Indebtedness   permitted  by
ss.7.2(a)(ii),  covering  only the property so  acquired;  and (vii) other Liens
existing on the date hereof and listed on Schedule 7.2(b) hereto;

(c) make any investments other than investments in (i) marketable obligations of
the United States maturing  within one (1) year,  (ii)  certificates of deposit,
bankers'  acceptances and time and demand deposits of United States banks having
total assets in excess of  $1,000,000,000,  (iii) Subsidiaries which are parties
to the Loan  Documents or (iv) such other  investments as the Bank may from time
to time  approve  in  writing  or  which  are  consistent  with  the  Borrower's
investment guidelines delivered to the Bank;

(d) make  any  distributions  on or in  respect  of its  capital  of any  nature
whatsoever,  other than  dividends  payable  solely in shares of common stock or
distributions by Subsidiaries to the Borrower; or

(e) become  party to a merger or  sale-leaseback  transaction,  or to effect any
material  disposition  of assets other than in the ordinary  course or which are
obsolete,  or to purchase,  lease or otherwise  acquire assets other than (i) in
the ordinary course of business,  or (ii) asset or stock acquisitions,  provided
that (A) each such  acquisition  shall be  supported  by the  acquired  entity's
management, directors and major stockholders, (B) the acquired entity's business
shall be in  substantially  the same line of  business as the  Borrower,  (C) no
Default  or Event of Default  shall have  occurred  and be  continuing  or would
result after giving effect thereto,  and (D) the chief financial  officer of the
Borrower  shall have delivered to the Bank a certified  statement  demonstrating
pro forma  compliance  with the  financial  covenants  set forth in ss.7.3  upon
consummation of each such acquisition.

7.3.  Financial Covenants.

The Borrower agrees that until the termination of the Commitment and the payment
and satisfaction in full of all the Obligations, the Borrower will not and where
applicable will not allow its Subsidiaries to:

(a) permit on a consolidated basis a net loss (before deduction for amortization
of intangible assets,  write-offs of purchased software research and development
and deferred taxes), during any two (2) consecutive fiscal quarters;  (b) permit
the ratio of Consolidated  Total Liabilities to Consolidated  Tangible Net Worth
to exceed  0.8 to 1 as the end of any  fiscal  quarter;  (c) permit the ratio of
Consolidated  Current Assets to the sum of Consolidated Current Liabilities plus
long term  indebtedness  to be less  than 1.50 to 1 as at the end of any  fiscal
quarter; or

(d) permit the ratio of Consolidated  Operating Cash Flow to Consolidated  Total
Debt Service to be less than 4.00 to 1 as at the end of any fiscal quarter.

8.  EVENTS OF DEFAULT; ACCELERATION.

If any of the  following  events  ("Events of  Default")  shall  occur:  (a) the
Borrower or any Subsidiary  shall fail to pay when due and payable any principal
of the Loans when the same becomes due;

(b) the  Borrower  shall fail to pay  interest on the Loans or any other sum due
under any of the Loan  Documents  within two (2) Business Days after the date on
which the same shall have first become due and payable;

(c) the Borrower shall fail to perform any term, covenant or agreement contained
in clauses (b), (c)(i),  (c)(ii), (d) and (e) of ss.7.1,  ss.7.2 and ss.7.3; (d)
the Borrower or any Subsidiary shall fail to perform any other term, covenant or
agreement contained in the Loan Documents within thirty (30) days after the Bank
has given written notice of such failure to the Borrower; (e) any representation
or warranty of the Borrower or any of its  Subsidiaries in the Loan Documents or
in any certificate or notice given in connection therewith shall have been false
or  misleading  in any material  respect at the time made or deemed to have been
made;

(f) the  Borrower  or any of its  Subsidiaries  shall be in  default  (after any
applicable  period of grace or cure period)  under any  agreement or  agreements
evidencing  Indebtedness  owing to the Bank or any  affiliates of the Bank or in
excess of  $250,000 in  aggregate  principal  amount,  or shall fail to pay such
Indebtedness when due, or within any applicable period of grace;

(g) any of the Loan  Documents  shall cease to be in full force and effect,  (h)
the Borrower or any of its  Subsidiaries  (i) shall make an  assignment  for the
benefit of creditors,  (ii) shall be  adjudicated  bankrupt or insolvent,  (iii)
shall  seek the  appointment  of, or be the  subject of an order  appointing,  a
trustee,  liquidator or receiver as to all or part of its assets which order has
not been vacated, overturned or otherwise nullified within sixty (60) days, (iv)
shall  commence,  approve  or  consent  to,  any case or  proceeding  under  any
bankruptcy,  reorganization  or similar law and,  in the case of an  involuntary
case or proceeding,  such case or proceeding is not dismissed  within sixty (60)
days
 following the commencement thereof, or (v) shall be the
subject of an order for relief in an involuntary  case under federal  bankruptcy
law;  (i) the  Borrower  or any of its  Subsidiaries  shall be unable to pay its
debts as they mature;

(j) there  shall  remain  undischarged  for more than thirty (30) days any final
judgment or execution  action  against the  Borrower or any of its  Subsidiaries
that,  together with other outstanding  claims and execution actions against the
Borrower and its  Subsidiaries  exceeds  $250,000 in the  aggregate;  or (k) any
Change of Control shall occur.

THEN, or at any time thereafter:

(1) In the case of any Event of Default under clause (h) or (i), the  Commitment
shall  automatically  terminate,  and the entire unpaid  principal amount of the
Loans,  all interest  accrued and unpaid thereon,  and all other amounts payable
thereunder  and  under the  other  Loan  Documents  shall  automatically  become
forthwith due and payable, without presentment, demand, protest or notice of any
kind, all of which are hereby expressly  waived by the Borrower;  and (2) In the
case of any Event of Default  other than (h) and (i),  the Bank may,  by written
notice to the  Borrower,  terminate  the  Commitment  and/or  declare the unpaid
principal amount of the Loans, all interest accrued and unpaid thereon,  and all
other  amounts  payable  hereunder  and  under the other  Loan  Documents  to be
forthwith  due and  payable,  without  presentment,  demand,  protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower. No
remedy herein  conferred  upon the Bank is intended to be exclusive of any other
remedy and each and every  remedy shall be  cumulative  and in addition to every
other  remedy  hereunder,  now or  hereafter  existing  at law or in  equity  or
otherwise.

9.  SETOFF.

Regardless of the adequacy of any collateral for the  Obligations,  any deposits
or other sums credited by or due from the Bank to the Borrower may be applied to
or set off
 against any principal,  interest and any other amounts due from the Borrower to
the Bank at any time without  notice to the  Borrower,  or  compliance  with any
other  procedure  imposed  by  statute  or  otherwise,  all of which are  hereby
expressly waived by the Borrower.

10.  CONFIDENTIALITY.

The Bank agrees to exercise reasonable efforts to keep any information delivered
or made  available  by the  Borrower to it  confidential  from anyone other than
persons  employed or retained by the Bank,  including legal counsel,  who are or
are  expected  to  become  engaged  in  evaluating,  approving,  structuring  or
administering the Loans;  provided,  however,  that nothing herein shall prevent
the Bank from  disclosing  such  information  (i) upon the order of any court or
administrative  agency, (ii) upon the request or demand of any regulatory agency
or authority  having  jurisdiction  over the Bank, (iii) which has been publicly
disclosed  by or on  behalf  of the  Borrower,  (iv)  to the  extent  reasonably
required in connection  with any  litigation to which the Bank or its affiliates
may be a party, and (v) to the extent reasonably required in connection with any
audits or
 accountings;  provided,  that,  should  disclosure  of  any  such  confidential
information  be  required  by  virtue  of  either  clause  (i)  or  (ii)  of the
immediately  preceding sentence,  the Bank shall promptly notify the Borrower as
to  allow  the  Borrower  to  seek a  protective  order  or to  take  any  other
appropriate action;  provided,  further, that, the Bank shall not be required to
delay  compliance  with any directive to disclose any such  information so as to
allow the Borrower to effect any such action. 11. MISCELLANEOUS.

The Borrower agrees to indemnify and hold harmless the Bank
and its officers,  employees, affiliates, agents, and
controlling persons from and against all claims,  damages,
liabilities and losses of every kind arising out of the
Loan Documents,  including without limitation, against
those in respect of the application of  Environmental Laws
to the Borrower and its Subsidiaries absent the gross
negligence  or willful misconduct of the Bank.  The

Borrower  shall  pay to the Bank  promptly  on demand  all  costs  and  expenses
(including any taxes and reasonable legal and other  professional  fees and fees
of its commercial  finance examiner) incurred by the Bank in connection with the
preparation, negotiation, execution, amendment, administration or enforcement of
any of the Loan  Documents  and  solely  in  connection  with  the  preparation,
negotiation  and  execution of the Loan  Documents as of the Closing  Date,  the
legal fees and  disbursements  of the Borrower's  legal counsel shall not exceed
$7,000 in the aggregate.  Any  communication  to be made hereunder  shall (i) be
made in writing,  but unless otherwise stated,  may be made by telex,  facsimile
transmission  or letter,  and (ii) be made or  delivered  to the  address of the
party receiving notice which is identified with its signature below (unless such
party has by five (5) days written notice specified another address),  and shall
be deemed made or delivered, when dispatched,  left at that address, or five (5)
days after being mailed,  postage prepaid, to such address. This Agreement shall
be binding upon and inure to the benefit of each party hereto and its successors
and  assigns,  but the  Borrower  may  not  assign  its  rights  or  obligations
hereunder.  This  Agreement  may not be  amended  or waived  except by a written
instrument signed by the Borrower and the Bank, and any such amendment or waiver
shall be effective only for the specific  purpose given.  No failure or delay by
the Bank to exercise any right hereunder shall operate as a waiver thereof,  nor
shall any single or partial exercise of any right,  power or privilege  preclude
any other right,  power or  privilege.  The  provisions  of this  Agreement  are
severable and if any one provision hereof shall be held invalid or unenforceable
in whole or in part in any  jurisdiction,  such  invalidity or  unenforceability
shall affect only such provision in such jurisdiction.  This Agreement, together
with all Schedules  hereto,  expresses the entire  understanding  of the parties
with respect to the  transactions  contemplated  hereby.  This Agreement and any
amendment hereby may be executed in several counterparts, each of which shall be
an original,  and all of which shall  constitute one agreement.  In proving this
Agreement,  it shall not be necessary to produce more than one such  counterpart
executed by the party to be charged. THIS AGREEMENT AND THE NOTE ARE

CONTRACTS  UNDER  THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS  AND SHALL BE
CONSTRUED IN ACCORDANCE THEREWITH AND GOVERNED THEREBY. THE BORROWER AGREES THAT
ANY SUIT FOR THE  ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS  OF THE  COMMONWEALTH  OF  MASSACHUSETTS  OR ANY  FEDERAL  COURT  SITTING
THEREIN.  The  Borrower,  as an  inducement  to the  Bank  to  enter  into  this
Agreement,  hereby  waives its right to a jury trial with  respect to any action
arising  in  connection  with  any  Loan  Document.   IN  WITNESS  WHEREOF,  the
undersigned  have duly  executed  this  Revolving  Credit  Agreement as a sealed
instrument as of the date first above written. EXPERT SOFTWARE, INC.


/S/ Charles H. Murphy
By:
Charles H. Murphy,
Chief Financial Officer and Treasurer


Address:
800 Southwest 37th Avenue
Executive Tower, Suite 750
Coral Gables, Florida  33134
Tel:  305 567-9990
Fax: 305 443-0786


THE FIRST NATIONAL BANK OF BOSTON


/S/ Joseph L. Massimo
By:
Joseph L. Massimo,
Vice President


      Address:
      100 Federal Street
      Boston, Massachusetts  02110
      Tel:  617-434-7824
      Fax: 617-434-0819









SCHEDULE 7.2(b)


--BOS-BUS:298173.4BOS-BUS:298173.4

EXPERT SOFTWARE, INC.

SECURITY AGREEMENT

(All personal property assets and fixtures)

SECURITY  AGREEMENT,  dated as of September 17, 1996,  between EXPERT  SOFTWARE,
INC., a Delaware  corporation  (the  "Company"),  and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association (hereinafter, the "Bank").

WHEREAS, the Company has entered into a Revolving Credit Agreement,  dated as of
May 31,  1996  (as  amended  and in  effect  from  time  to  time,  the  "Credit
Agreement"), with the Bank, pursuant to which the Bank, subject to the terms and
conditions contained therein, is to make loans to the Company; and

WHEREAS,  it is a condition  precedent to the Bank's  willingness to continue to
make loans to the Company under the Credit  Agreement  that the Company  execute
and deliver to the Bank a security  agreement in substantially  the form hereof;
and

WHEREAS, the Company wishes to grant security interests in
favor of the Bank as herein  provided;

NOW, THEREFORE,  in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  Definitions.

All capitalized terms used herein without  definitions shall have the respective
meanings  provided  therefor in the Credit  Agreement.  All terms defined in the
Uniform  Commercial  Code of  Massachusetts  and used herein shall have the same
definitions
herein as specified therein.

2.  Grant of Security Interest.

2.1.  Collateral Granted.

Upon the  occurrence  of any of the events  specified in ss.7.1(g) of the Credit
Agreement,  the  Company  hereby  grants to the Bank,  to secure the payment and
performance in full
 of all of the Obligations, a security interest in and so pledges and assigns to
the Bank the following  properties,  assets and rights of the Company,  wherever
located,  whether now owned or hereafter  acquired or arising,  and all proceeds
and   products   thereof  (all  of  the  same  being   hereinafter   called  the
"Collateral"):

All personal  and fixture  property of every kind and nature  including  without
limitation all furniture, fixtures, equipment, raw materials,  inventory, goods,
accounts,  contract  rights,  rights to the payment of money,  insurance  refund
claims and all other insurance claims and proceeds,  tort claims, chattel paper,
documents, instruments (including certificated securities), deposit accounts and
all general intangibles including, without limitation, all
 uncertificated  securities,  tax refund claims,  license fees, patents,  patent
applications,  trademarks,  trademark  applications,  trade  names,  copyrights,
copyright  applications,  rights to sue and  recover  for past  infringement  of
patents,  trademarks  and  copyrights,  computer  programs,  computer  software,
engineering drawings, service marks, customer lists, goodwill, and all licenses,
permits,  agreements  of any  kind or  nature  pursuant  to  which  the  Company
possesses, uses or has authority to possess or use property (whether tangible or
intangible) of others or others possess, use or have authority to possess or use
property (whether tangible or intangible) of the Company,  and all recorded data
of any kind or nature, regardless of the medium of recording including,  without
limitation,  all software,  writings, plans,  specifications and schematics. The
Company  acknowledges  and agrees that, in applying the law of any  jurisdiction
that has now enacted or hereafter enacts all or substantially all of the uniform
revision of Article 8 of the Uniform  Commercial Code, with new provisions added
to Article 9  contemplated  by such  revision,  all as  approved  in 1994 by the
American Law Institute and the National  Conference of  Commissioners on Uniform
State Laws, the foregoing  description of Collateral  shall be deemed to include
"investment  property" as defined in such new  provisions of Article 9, it being
the  intention  of the Company that such  property be included in the  foregoing
description of Collateral,  whether prior to or after the  effectiveness of such
revision in such jurisdiction. 2.2. Delivery of Instruments, etc.

Pursuant to the terms hereof,  the Company has endorsed,  assigned and delivered
to the  Bank  all  certificated  securities  and  chattel  paper  pledged  by it
hereunder,  together with instruments of transfer or assignment duly executed in
blank as the Bank may have specified. In the event that the Company shall, after
the date of this  Agreement,  acquire  any other  negotiable  or  non-negotiable
instruments (including  certificated  securities) or chattel paper to be pledged
by it hereunder,  the Company shall  forthwith  endorse,  assign and deliver the
same to the Bank, accompanied by such instruments of transfer or assignment duly
executed in blank as the Bank may from time to time specify.  To the extent that
any securities are uncertificated,  appropriate  book-entry transfers reflecting
the  pledge  of such  securities  created  hereby  have  been or, in the case of
uncertificated securities hereafter acquired by the Company, will at the time of
such  acquisition  be,  duly  made  for the  account  of the Bank or one or more
nominees  of the Bank with the issuer of such  securities  or other  appropriate
book-entry facility or financial intermediary, with the Bank having at all times
the right to obtain  definitive  certificates (in the Bank's name or in the name
of one or more nominees of the Bank) where the issuer  customarily  or otherwise
issues certificates,  all to be held as Collateral hereunder. The Company hereby
acknowledges that the Bank may, in its discretion, appoint one or more financial
institutions  to act  as the  Bank's  agent  in  holding  in  custodial  account
instruments  or other  financial  assets in which the Bank is granted a security
interest hereunder,  including, without limitation,  certificates of deposit and
other instruments evidencing short term obligations.

2.3.  Excluded Collateral.

Notwithstanding  the foregoing  provisions of this ss.2,  such grant of security
interest shall not extend to, and the term "Collateral"  shall not include,  any
general  intangibles which are now or hereafter held by the Company as licensee,
lessee or  otherwise,  to the extent that (i) such general  intangibles  are not
assignable or capable of being  encumbered as a matter of law or under the terms
of the license,  lease or other agreement  applicable thereto (but solely to the
extent that any such  restriction  shall be enforceable  under  applicable law),
without the consent of the licensor or lessor thereof or other  applicable party
thereto and (ii) such consent has not been obtained; provided, however, that the
foregoing grant of security  interest shall extend to, and the term "Collateral"
shall  include,  (A) any and all  proceeds of such  general  intangibles  to the
extent that the  assignment or encumbering of such proceeds is not so restricted
and (B) upon any such licensor,  lessor or other  applicable  party consent with
respect to any such  otherwise  excluded  general  intangibles  being  obtained,
thereafter such general intangibles as well as any and all proceeds thereof that
might have theretofore have been excluded from such grant of a security interest
and the term "Collateral". 2.4. Trademark Assignments.

Concurrently  herewith the Company is also  executing and delivering to the Bank
the Trademark  Assignment pursuant to which the Company is assigning to the Bank
certain  Collateral  consisting of  trademarks,  service marks and trademark and
service  mark  rights,  together  with the  goodwill  appurtenant  thereto.  The
provisions of the Trademark  Assignment  are  supplemental  to the provisions of
this Agreement, and nothing contained in the Trademark Assignment shall derogate
from any of the rights or remedies  of the Bank  hereunder.  Nor shall  anything
contained in the Trademark Assignment be deemed to prevent or extend the time of
attachment  or perfection of any security  interest in such  Collateral  created
hereby.

2.5.  Copyright Memorandum.

Concurrently  herewith the Company is, in addition,  executing and delivering to
the Bank for recording in the United  States  Copyright  Office (the  "Copyright
Office") a Memorandum of Grant of Security  Interest in Copyrights.  The Company
represents  and  warrants to the Bank that such  Memorandum  identifies  all now
existing   material   copyrights  and  other  rights  in  and  to  all  material
copyrightable  works of the Company,  identified,  where  applicable,  by title,
author  and/or  Copyright  Office  registration  number  and date.  The  Company
represents  and  warrants  to the  Bank  that  it has  registered  all  material
copyrights  with the Copyright  Office,  as identified in such  Memorandum.  The
Company covenants,  promptly  following the Company's  acquisition  thereof,  to
provide to the Bank like  identifications  of all material  copyrights and other
rights in and to all  material  copyrightable  works  hereafter  acquired by the
Company  and to execute  and deliver to the Bank a  supplemental  Memorandum  of
Grant of Security  Interest in  Copyrights  modified to reflect such  subsequent
acquisitions. 3. Title to Collateral, etc.

The Company is the owner of the Collateral free from any adverse lien,  security
interest or other encumbrance,  except for the security interest created by this
Agreement  and  other  liens  permitted  by the  Credit  Agreement.  None of the
Collateral constitutes, or is the proceeds of, "farm
 products" as defined in ss.9-109(3) of the Massachusetts.
None of the account debtors in  respect of any accounts,
chattel paper or general intangibles and none of the
obligors  in  respect  of  any  instruments  included  in  the  Collateral  is a
governmental authority subject to the Federal Assignment of Claims Act.

4.  Continuous Perfection.

The Company's place of business or, if more than one, chief executive  office is
indicated on the  Perfection  Certificate  delivered to the Bank  herewith  (the
"Perfection  Certificate").  The Company will not change the same,  or the name,
identity or corporate structure of the Company in any manner,  without providing
at least 30 days prior written notice to the Bank. The Collateral, to the extent
not  delivered to the Bank pursuant to ss.2.2,  will be kept at those  locations
listed  on the  Perfection  Certificate  and the  Company  will not  remove  the
Collateral from such locations, without providing at least 30 days prior written
notice to the Bank.

5.  No Liens.

Except for the  security  interest  herein  granted and liens  permitted  by the
Credit Agreement, the Company shall be the owner of the Collateral free from any
lien,  security interest or other encumbrance,  and the Company shall defend the
same against all claims and demands of all persons at any time claiming the same
or any  interests  therein  adverse to the Bank.  The Company  shall not pledge,
mortgage or create,  or suffer to exist a security interest in the Collateral in
favor of any person other than the Bank except for liens permitted by the Credit
Agreement.

6.  No Transfers.

Except as set forth in Schedule 6 attached hereto,  the Company will not sell or
offer to sell or otherwise  transfer  the  Collateral  or any  interest  therein
except for (i) sales and leases of inventory and licenses of general intangibles
in the  ordinary  course of  business  and (ii) sales or other  dispositions  of
obsolescent items of equipment, inventory and components (i.e., discs, packaging
and manuals) in the ordinary course of business consistent with past practices.

7. Insurance.

7.1.  Maintenance of Insurance.

The  Company  will  maintain  with  financially  sound  and  reputable  insurers
insurance with respect to its properties  and business  against such  casualties
and contingencies as shall be in accordance with general practices of businesses
engaged in similar  activities in similar geographic areas. Such insurance shall
be in such  minimum  amounts  that the Company  will not be deemed a  co-insurer
under applicable insurance laws, regulations and
 policies and otherwise shall be in such amounts, contain such terms, be in such
forms and be for such periods as may be reasonably  satisfactory to the Bank. In
addition,  all such insurance shall be payable to the Bank as loss payee under a
"standard" or "New York" loss payee clause. Without limiting the foregoing,  the
Company will (i) keep all of its  physical  property  insured  with  casualty or
physical  hazard  insurance on an "all risks"  basis,  with broad form flood and
earthquake  coverages  and  electronic  data  processing  coverage,  with a full
replacement cost endorsement and an "agreed amount" clause in an amount equal to
100% of the full  replacement  cost of such  property,  (ii)  maintain  all such
workers'  compensation or similar  insurance as may be required by law and (iii)
maintain,  in amounts equal to those generally  maintained by businesses engaged
in similar  activities in similar  geographic  areas,  general public  liability
insurance  against claims of bodily injury,  death or property damage occurring,
on, in or about the properties of the Company;  business interruption insurance;
and product liability insurance. 7.2. Insurance Proceeds.

The proceeds of any casualty insurance in respect of any casualty loss of any of
the  Collateral  shall,  subject to the rights,  if any, of other parties with a
prior  interest in the property  covered  thereby,  (i) so long as no Default or
Event of Default  has  occurred  and is  continuing  and to the extent  that the
amount of such proceeds is less than  $500,000,  be disbursed to the Company for
direct  application  by the Company  solely to the repair or  replacement of the
Company's property so damaged or destroyed and (ii) in all other  circumstances,
be held by the Bank as cash collateral for the Obligations. The Bank may, at its
sole option, disburse from time to time all or any part of such proceeds so held
as cash  collateral,  upon such terms and  conditions as the Bank may reasonably
prescribe,  for  direct  application  by the  Company  solely  to the  repair or
replacement of the Company's  property so damaged or destroyed,  or the Bank may
apply all or any part of such proceeds to the  Obligations  with the  Commitment
(if  not  then  terminated)  being  reduced  by the  amount  so  applied  to the
Obligations.

7.3.  Notice of Cancellation, etc.

All  policies of  insurance  shall  provide  for at least 30 days prior  written
cancellation  notice to the Bank.  In the event of  failure  by the  Company  to
provide and maintain insurance as herein provided,  the Bank may, at its option,
provide such insurance and charge the amount thereof to the Company. The Company
shall furnish the Bank with  certificates  of insurance and policies  evidencing
compliance with the foregoing insurance provision.

8.  Maintenance of Collateral; Compliance with Law.

The Company will keep the  Collateral  in good order and repair and will not use
the same in violation of law or any policy of insurance  thereon.  The Bank,  or
its  designee,  may inspect the  Collateral  at any  reasonable  time,  wherever
located. The Company will pay promptly when
 due all taxes, assessments, governmental charges and levies upon the Collateral
or  incurred in  connection  with the use or  operation  of such  Collateral  or
incurred  in  connection  with  this  Agreement.  The  Company  has at all times
operated,  and the Company will continue to operate,  its business in compliance
with all  applicable  provisions  of the federal  Fair Labor  Standards  Act, as
amended, and with all applicable provisions of federal, state and local statutes
and  ordinances  dealing  with the  control,  shipment,  storage or  disposal of
hazardous   materials  or  substances.   9.  Collateral   Protection   Expenses;
Preservation of Collateral. 9.1. Expenses Incurred by Bank.

In its  discretion,  following  five (5) days prior  notice to the  Company  or,
without  such  notice,  if an  Event  of  Default  shall  have  occurred  and be
continuing  the Bank may  discharge  taxes  and other  encumbrances  at any time
levied or placed on any of the  Collateral,  make  repairs  thereto  and pay any
necessary  filing fees.  The Company  agrees to reimburse the Bank on demand for
any and all  expenditures  so made.  The Bank  shall have no  obligation  to the
Company to make any such expenditures,  nor shall the making thereof relieve the
Company of any default.

9.2.  Bank's Obligations and Duties.

Anything herein to the contrary notwithstanding, the Company shall remain liable
under each contract or agreement  comprised in the  Collateral to be observed or
performed by the Company  thereunder.  The Bank shall not have any obligation or
liability  under any such  contract or  agreement by reason of or arising out of
this Agreement or the receipt by the Bank of any payment  relating to any of the
Collateral,  nor shall the Bank be obligated in any manner to perform any of the
obligations  of the Company under or pursuant to any such contract or agreement,
to make inquiry as to the nature or sufficiency  of any payment  received by the
Bank in respect of the Collateral or as to the sufficiency of any performance by
any party under any such contract or agreement, to present or file any claim, to
take any action to enforce  any  performance  or to collect  the  payment of any
amounts  which  may have been  assigned  to the Bank or to which the Bank may be
entitled at any time or times. The Bank's sole duty with respect to the custody,
safe keeping and physical  preservation  of the  Collateral  in its  possession,
under  ss.9-207 of the  Massachusetts  or otherwise,  shall be to deal with such
Collateral  in the same manner as the Bank deals with  similar  property for its
own account.

10.  Securities and Deposits.

If an Event of Default  shall have occurred and be  continuing,  the Bank may at
any time,  at its  option,  transfer  to itself or any  nominee  any  securities
constituting  Collateral,  receive  any income  thereon  and hold such income as
additional  Collateral  or apply it to the  Obligations.  If an Event of Default
shall have occurred and be continuing,  whether or not any  Obligations are due,
the Bank may demand,  sue for,  collect,  or make any  settlement  or compromise
which it deems  desirable  with  respect to the  Collateral.  Regardless  of the
adequacy of Collateral or any other security for the  Obligations,  any deposits
or other sums at any time credited by or due from
 the Bank to the Company may at any time be applied to or set off against any of
the Obligations.  11. Notification to Account Debtors and Other Obligors.  If an
Event of Default shall have occurred and be continuing,  the Company  shall,  at
the request of the Bank,  notify account debtors on accounts,  chattel paper and
general  intangibles  of the Company and obligors on  instruments  for which the
Company is an  obligee  of the  security  interest  of the Bank in any  account,
chattel paper,  general  intangible or instrument and that payment thereof is to
be made directly to the Bank or to any financial  institution  designated by the
Bank as the  Bank's  agent  therefor,  and the Bank may  itself,  if an Event of
Default shall have occurred and be continuing,  without notice to or demand upon
the Company, so notify account debtors and obligors.  After the making of such a
request  or the  giving of any such  notification,  the  Company  shall hold any
proceeds of collection  of accounts,  chattel  paper,  general  intangibles  and
instruments  received by the Company as trustee for the Bank without commingling
the same with  other  funds of the  Company  and shall turn the same over to the
Bank in the identical form received, together with any necessary endorsements or
assignments.  The Bank shall  apply the  proceeds  of  collection  of  accounts,
chattel paper,  general intangibles and instruments  received by the Bank to the
Obligations, such proceeds to be immediately entered after final payment in cash
or solvent credits of the items giving rise to them.

12.  Further Assurances.

The Company,  at its own expense,  shall do, make,  execute and deliver all such
additional and further acts,  things,  deeds,  assurances and instruments as the
Bank may  reasonably  require more  completely to vest in and assure to the Bank
its rights hereunder or in any of the Collateral, including, without limitation,
(i) executing,  delivering and, where appropriate,  filing financing  statements
and continuation  statements  under the Uniform  Commercial Code, (ii) obtaining
governmental  and other third party  consents and approvals,  including  without
limitation  any  consent  of any  licensor,  lessor  or other  applicable  party
referred to in ss.2.3, (iii) obtaining waivers from mortgagees and landlords and
(iv)  taking all actions  required  by  Sections  8-313 and 8-321 of the Uniform
Commercial  Code, as applicable in each relevant  jurisdiction,  with respect to
certificated and uncertificated securities.

13.  Power of Attorney.

13.1.  Appointment and Powers of Bank.

The Company hereby irrevocably constitutes and appoints the Bank and any officer
or agent  thereof,  with  full  power of  substitution,  as its true and  lawful
attorneys-in-fact  with full  irrevocable  power and  authority in the place and
stead of the Company or in the Bank's own name,  for the purpose of carrying out
the  terms of this  Agreement,  to take any and all  appropriate  action  and to
execute any and all documents and instruments that may be necessary or desirable
to accomplish the purposes of this Agreement and,
 without  limiting the generality of the foregoing,  hereby gives said attorneys
the power and right,  on behalf of the Company,  without  notice to or assent by
the Company,  to do the following upon the occurrence and during the continuance
of an Event of Default:

(a) generally to sell,  transfer,  pledge, make any agreement with respect to or
otherwise deal with any of the  Collateral in such manner as is consistent  with
the  Massachusetts  and as fully  and  completely  as  though  the Bank were the
absolute owner thereof for all purposes,  and to do at the Company's expense, at
any  time,  or from  time to time,  all acts and  things  which  the Bank  deems
necessary  to protect,  preserve or realize upon the  Collateral  and the Bank's
security interest therein, in order to effect the intent of this Agreement,  all
as fully and effectively as the Company might do, including, without limitation,
(i) the filing and prosecuting of registration  and transfer  applications  with
the  appropriate  federal  or local  agencies  or  authorities  with  respect to
trademarks,  copyrights  and  patentable  inventions  and  processes,  (ii) upon
written  notice to the Company,  the  exercise of voting  rights with respect to
voting securities,  which rights may be exercised, if the Bank so elects, with a
view to causing the liquidation in a commercially reasonable manner of assets of
the  issuer  of any such  securities  and  (iii)  the  execution,  delivery  and
recording,  in connection with any sale or other  disposition of any Collateral,
of the endorsements,  assignments or other instruments of conveyance or transfer
with respect to such Collateral;  and (b) to file such financing statements with
respect hereto, with or without the Company's signature,  or a photocopy of this
Agreement  in  substitution  for a  financing  statement,  as the  Bank may deem
appropriate  and to execute in the Company's name such financing  statements and
amendments  thereto and continuation  statements which may require the Company's
signature.

13.2.  Ratification by Company.

To the extent  permitted  by law,  the  Company  hereby  ratifies  all that said
attorneys  shall  lawfully do or cause to be done  consistent  with the terms of
this  Agreement.  This power of attorney is a power coupled with an interest and
shall be irrevocable. 13.3. No Duty on Bank.

The powers  conferred on the Bank  hereunder are solely to protect its interests
in the  Collateral  and shall not impose any duty upon it to  exercise  any such
powers.  The Bank shall be  accountable  only for the  amounts  that it actually
receives  as a result of the  exercise  of such powers and neither it nor any of
its officers, directors, employees or agents shall be responsible to the Company
for any act or failure to act,  except  for the Bank's own gross  negligence  or
willful misconduct.

14.  Remedies.

If an Event of Default shall have occurred and be continuing,  (i) the Bank may,
without  notice to or demand upon the Company,  declare this  Agreement to be in
default,  and the  Bank  shall  thereafter  have in any  jurisdiction  in  which
enforcement hereof is sought, in addition to all other rights and remedies,  the
rights and  remedies  of a secured  party  under the  Uniform  Commercial  Code,
including,  without limitation,  the right to take possession of the Collateral,
and for that  purpose the Bank may,  so far as the  Company  can give  authority
therefor,  enter upon any premises on which the  Collateral  may be situated and
remove the same  therefrom and (ii) the Bank may in its  discretion  require the
Company  to  assemble  all or any part of the  Collateral  at such  location  or
locations  within the state(s) of the Company's  principal  office(s) or at such
other  locations as the Bank may designate.  Unless the Collateral is perishable
or threatens to decline  speedily in value or is of a type customarily sold on a
recognized  market,  the Bank shall give to the  Company at least five  Business
Days prior written notice of the time and place of any public sale of Collateral
or of the time after which any private sale or any other intended disposition is
to be made.  The  Company  hereby  acknowledges  that five  Business  Days prior
written  notice of such sale or sales shall be reasonable  notice.  In addition,
the Company waives any and all rights that it may have to a judicial  hearing in
advance of the  enforcement  of any of the Bank's rights  hereunder,  including,
without  limitation,  its right  following  an Event of  Default  and during the
continuance  thereof  to take  immediate  possession  of the  Collateral  and to
exercise its rights with respect thereto. 15. No Waiver, etc.

The  Company  waives  demand,  notice,  protest,  notice of  acceptance  of this
Agreement,  notice  of loans  made,  credit  extended,  Collateral  received  or
delivered  or other action  taken in reliance  hereon and all other  demands and
notices of any  description  except as provided in this Agreement and the Credit
Agreement. With respect to both the Obligations and the Collateral,  the Company
assents to any  extension  or  postponement  of the time of payment or any other
indulgence,  to any  substitution,  exchange or release of or failure to perfect
any security interest in any Collateral, to the addition or release of any party
or person primarily or secondarily  liable, to the acceptance of partial payment
thereon and the  settlement,  compromising  or adjusting of any thereof,  all in
such manner and at such time or times as the Bank may deem  advisable.  The Bank
shall have no duty as to the  collection or protection of the  Collateral or any
income thereon,  nor as to the preservation of rights against prior parties, nor
as to the preservation of any rights pertaining  thereto beyond the safe custody
thereof as set forth in ss.9.2.  The Bank shall not be deemed to have waived any
of its rights upon or under the Obligations or the Collateral unless such waiver
shall be in writing and signed by the Bank.  No delay or omission on the part of
the Bank in exercising  any right shall operate as a waiver of such right or any
other right.  A waiver on any one occasion shall not be construed as a bar to or
waiver of any right on any future occasion.  All rights and remedies of the Bank
with respect to the Obligations or the Collateral,  whether  evidenced hereby or
by any other  instrument  or papers,  shall be  cumulative  and may be exercised
singularly, alternatively,  successively or concurrently at such time or at such
times as the Bank deems expedient.

16.  Marshalling.

The Bank shall not be  required  to  marshal  any  present or future  collateral
security  (including but not limited to this Agreement and the Collateral)  for,
or other  assurances of payment of, the  Obligations or any of them or to resort
to such  collateral  security or other  assurances of payment in any  particular
order,  and all of its  rights  hereunder  and in  respect  of  such  collateral
security and other  assurances of payment shall be cumulative and in addition to
all other rights,  however  existing or arising.  To the extent that it lawfully
may, the Company  hereby  agrees that it will not invoke any law relating to the
marshalling of collateral  which might cause delay in or impede the  enforcement
of the Bank's rights under this Agreement or under any other instrument creating
or evidencing any of the  Obligations  or under which any of the  Obligations is
outstanding or by which any of the  Obligations is secured or payment thereof is
otherwise  assured,  and, to the extent that it lawfully may, the Company hereby
irrevocably waives the benefits of all such laws.

17.  Proceeds of Dispositions; Expenses.

The  Company  shall pay to the Bank on demand  any and all  expenses,  including
reasonable  attorneys' fees and  disbursements,  incurred or paid by the Bank in
protecting, preserving or enforcing the Bank's rights under or in respect of any
of the  Obligations  or  any of the  Collateral.  After  deducting  all of  said
expenses,  the residue of any proceeds of collection or sale of the  Obligations
or Collateral  shall, to the extent actually received in cash, be applied to the
payment  of the  Obligations  in  such  order  or  preference  as the  Bank  may
determine,  proper  allowance and provision  being made for any  Obligations not
then  due.  Upon  the  final  payment  and  satisfaction  in  full of all of the
Obligations and after making any payments required by Section 9-504(l)(c) of the
Massachusetts,  any excess  shall be  returned to the  Company,  and the Company
shall remain liable for any deficiency in the payment of the Obligations.

18.  Overdue Amounts.

Until paid, all amounts due and payable by the Company hereunder shall be a debt
secured by the  Collateral  and shall bear,  whether  before or after  judgment,
interest at the rate of interest for overdue  principal  set forth in the Credit
Agreement.

19.  Governing Law; Consent to Jurisdiction.

THIS  AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED  INSTRUMENT  AND SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH OF
MASSACHUSETTS.  The  Company  agrees that any suit for the  enforcement  of this
Agreement may be brought in the courts of the  Commonwealth of  Massachusetts or
any federal court sitting therein and consents to the non-exclusive jurisdiction
of such  court and to  service  of  process in any such suit being made upon the
Company by mail at the address specified in ss.11 of the Credit  Agreement.  The
Company  hereby  waives any objection  that it may now or hereafter  have to the
venue of any such  suit or any such  court or that such  suit is  brought  in an
inconvenient court. 20. Waiver of Jury Trial.

THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING  OUT OF ANY DISPUTE IN  CONNECTION  WITH THIS  AGREEMENT,  ANY RIGHTS OR
OBLIGATIONS  HEREUNDER  OR THE  PERFORMANCE  OF ANY SUCH RIGHTS OR  OBLIGATIONS.
Except as prohibited  by law, the Company  waives any right which it may have to
claim or recover in any  litigation  referred to in the  preceding  sentence any
special, exemplary, punitive or consequential damages or any damages other than,
or in addition to, actual  damages.  The Company (i) certifies  that neither the
Bank nor any  representative,  agent or  attorney  of the Bank has  represented,
expressly  or  otherwise,  that the Bank would not, in the event of  litigation,
seek to enforce the foregoing  waivers and (ii)  acknowledges  that, in entering
into the Credit  Agreement  and the other Loan  Documents to which the Bank is a
party,  the  Bank  is  relying  upon,  among  other  things,   the  waivers  and
certifications contained in thisss.20.

21.  Miscellaneous.

The  headings of each section of this  Agreement  are for  convenience  only and
shall not define or limit the provisions thereof.  This Agreement and all rights
and  obligations  hereunder shall be binding upon the Company and its respective
successors  and  assigns,  and shall  inure to the  benefit  of the Bank and its
successors and assigns.

If any  term  of  this  Agreement  shall  be  held  to be  invalid,  illegal  or
unenforceable,  the  validity  of all  other  terms  hereof  shall  in no way be
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid,  illegal or unenforceable  term had not been included herein.  The
Company acknowledges receipt of a copy of this Agreement.

IN WITNESS  WHEREOF,  intending to be legally bound, the Company has caused this
Agreement to be duly executed as of the date first above written.

EXPERT SOFTWARE, INC.



By:/s/ Charles H. Murphy
Name:  Charles H. Murphy
Title: Chief Financial Officer

Accepted:

THE FIRST NATIONAL BANK OF
BOSTON


By: /s/ Joseph L. Massimo
Joseph L. Massimo, Vice President


CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF            )
                                                )  ss.
COUNTY OF         )








Before me, the undersigned,  a Notary Public in and for the county aforesaid, on
this ______ day of September,  1996, personally appeared  ___________________ to
me known personally,  and who, being by me duly sworn,  deposes and says that he
is the _________________ of Expert Software,  Inc., and that said instrument was
signed and sealed on behalf of said  corporation  by  authority  of its Board of
Directors, and said _________________________ acknowledged said instrument to be
the free act and deed of said corporation.


------------------------------
Notary Public

My commission expires:


SCHEDULE 6


      The  Company  will be closing  its office  located  at 722  Yorklyn  Road,
Hockessin,  Delaware on  September  30,  1996,  and will be  disposing of office
furniture, a telephone system,  computer equipment and miscellaneous assets. The
disposition will either be by sale or by discarding  obsolete items.  Certain of
the assets will be transferred to 800 Douglas Road, Coral Gables, Florida.
Estimated proceeds for items to be sold is $25,000.00.
--BOS-BUS:298177.2BOS-BUS:298177.2

EXPERT SOFTWARE, INC.

PERFECTION CERTIFICATE

(UCC Financing Statements)

The  undersigned  of  EXPERT  SOFTWARE,   INC.,  a  Delaware   corporation  (the
"Company"),  hereby  certifies,  with reference to a certain Security  Agreement
dated as of September 17, 1996 (terms defined in such Security  Agreement having
the same  meanings  herein as  specified  therein),  between the Company and THE
FIRST NATIONAL BANK OF BOSTON, a national banking  association (the "Bank"),  to
the Bank as follows:








1.  Names.

(a)  The  exact  corporate  name of the  Company  as that  name  appears  on its
Certificate of Incorporation is as follows:

Expert Software, Inc.

Source:     UCC ss.9-402(7) (first sentence)

(b)  The following is a list of all other names (including
trade names or similar appellations) used  by the Company,
or any other business or organization to which the Company
became the  successor by merger, consolidation,
acquisition, change in form, nature or jurisdiction of
organization or otherwise, now or at any time during the
past five years:
None

Source:     UCC ss.9-402(7) (second and third sentences)

(c)  The following is the Company's federal employer
identification number:
#65-035-9860

2.  Current Locations.

(a)  The chief executive office of the Company is located
at the following address:
            Mailing Address               County            State
See Schedule Attached

Source:     UCC ss.ss.9-103(3), 9-103(4), 9-401(6)


(b) The  following  are all other  locations in the United  States of America in
which  the  Company  maintains  any  books  or  records  relating  to any of the
Collateral  consisting of accounts,  contract  rights,  chattel  paper,  general
intangibles or mobile goods:
            Mailing Address               County            State

None

Source:     UCC ss.ss.9-103(3), 9-103(4), 9-401(6)

(c)  The following are all other places of business of the
Company in the United States of  America:

            Mailing Address               County            State

See Schedule Attached

Source:     UCC ss.9-401(1) (Third Alternative)

(d) The following are all other  locations in the United States of America where
any of the Collateral consisting of inventory or equipment is located:
            Mailing Address               County            State

See Schedule Attached

Source:     UCC ss.9-103(1)

(e)  The following are the names and addresses of all
persons or entities other than the Company,  such as
lessees, consignees, warehousemen or purchasers of chattel
paper, which have  possession or are intended to have
possession of any of the Collateral:
See Schedule Attached

Of the persons and entities listed above in this clause
(e):
(i)       The following persons and entities are warehouses
          which issue warehouse receipts:

See Schedule Attached

(ii)      The  following  persons and entities  process or finish  inventory or
          other goods for the Company:

See Schedule Attached

(iii)     The following persons and entities hold inventory
          or other goods on consignment for  the Company:

See Schedule Attached

(iv) The following persons and entities have possession of assets of the Company
for the purposes indicated:

None

ss.3.  Prior Locations.

(a) Set forth below is the information  required by  subparagraphs  (a), (b) and
(c) of ss.2  with  respect  to each  location  or place of  business  previously
maintained  by the  Company at any time during the past five years in a state in
which the Company has  previously  maintained a location or place of business at
any time during the past four months:
            Mailing Address               County            State

None


Source:     UCC ss.ss.9-103(3)(e) and  9-401(3)

(b) Set forth below is the information  required by subparagraphs (d) and (e) of
ss.2 with  respect to each other  location at which,  or other  person or entity
with which, any of the Collateral  consisting of inventory or equipment has been
previously held at any time during the past four months:

            Name        Mailing Address               County
      State
None

Source:     UCC ss.ss.9-103(1)(d) and 9-401(3)

ss.4.  Fixtures.

Attached hereto as Schedule 4 is the information  required by UCC ss.9-402(5) of
each state in which any of the  Collateral  consisting of fixtures are or are to
be located and the name and address of each real estate recording office where a
mortgage  on the real  estate on which  such  fixtures  are or are to be located
would be recorded.

None

Source:     UCC ss.ss.9-401(1) and 9-402(5)

ss.5.  Intellectual Property.

The following is a complete list of all patents,
copyrights, trademarks, trade names and service  marks
registered or for which applications are pending in the
name of the Company:
See Attached

UNITED STATES:

a.    Patents & Patent Applications             Registration Number


b.    Copyrights & Copyright Applications             Registration
Number

      c.    Trademarks, Trademark
            Applications, Trade Names
            and Service Marks                         Registration
Number


FOREIGN JURISDICTIONS:

a.    Patents & Patent Applications             Registration Number


b.    Copyrights & Copyright Applications             Registration
Number

      c.    Trademarks, Trademark
            Applications, Trade Names
            and Service Marks                         Registration
Number


ss.6.  Securities; Instruments.

The  following is a complete  list of all stock,  bonds,  debentures,  notes and
other  securities owned by the Company (provide name of issuer, a description of
security and value):
                        Description of
            Issuer                     Security
      Value

See Schedule Attached


ss.7.  Other Titled Collateral.

The  following  is a  complete  list of all  aircraft  and  boats  and all other
inventory,  equipment  and other goods of the  Company  which are subject to any
certificate of title or other  registration  statute of the United  States,  any
state or any  other  jurisdiction  (provide  description  of  covered  goods and
indicate registration system and jurisdiction):


                        Registration
            Goods                     System
      Jurisdiction
None Noted


ss.8.  Bank Accounts.

The following is a complete list of all bank accounts
maintained by the Company (provide name  and address of
depository bank, type of account and account number):
Depository Bank         Bank Address      Type of Account
      Account Number
See Schedule Attached

ss.9.  Unusual Transactions.

Except for those  purchases,  acquisitions and other  transactions  described on
Schedule  9, all of the  Collateral  has been  originated  by the Company in the
ordinary  course of the Company's  business or consists of goods which have been
acquired by the Company in the ordinary  course from a person in the business of
selling goods of that kind.  Source: UCC  ss.ss.1-201(9),  9-306(2) and 9-402(7)
(third sentence); see also UCC ss.9-301(1)(c)



      IN WITNESS WHEREOF,  we have hereunto signed this Certificate on September
__, 1996.








                        EXPERT SOFTWARE, INC.


      By:/s/ Charles H. Murphy
      Name:  Charles H. Murphy
      Title: Chief Financial Officer


--BOS-BUS:298179.3BOS-BUS:298179.3TRADEMARK COLLATERAL
SECURITY AND PLEDGE AGREEMENT

TRADEMARK  COLLATERAL  SECURITY AND PLEDGE  AGREEMENT  dated as of September 17,
1996,  between , a having its principal place of business at , (the "Assignor"),
and , having an office at (the "Bank").

WHEREAS, the Assignor and the Bank are parties to a dated as of May 31, 1996 (as
amended and in effect from time to time,  the "Credit  Agreement"),  between the
Assignor  and the Bank.  WHEREAS,  it is a  condition  precedent  to the  Bank's
willingness to continue to make loans to the Assignor under the Credit Agreement
that the  Assignor  execute  and deliver to the Bank a  trademark  agreement  in
substantially the form hereof;

WHEREAS,  the  Assignor  has  executed  and  delivered  to the Bank the Security
Agreement (as defined in the Credit  Agreement),  pursuant to which the Assignor
has  granted  to the Bank a  security  interest  in  certain  of the  Assignor's
personal  property  and  fixture  assets,   including  without   limitation  the
trademarks,  service  marks,  trademark  and  service  mark  registrations,  and
trademark  and  service  mark  registration  applications  listed on  Schedule A
attached  hereto,  all to secure the payment and  performance of the Obligations
(as defined in the Credit Agreement); and

WHEREAS, this Trademark Agreement is supplemental to the
provisions contained in the Security  Agreement;

NOW, THEREFORE, in consideration of the premises contained
herein and for other good and  valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

1.  DEFINITIONS.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective  meanings  provided therefor in the Credit Agreement and the Security
Agreement. In addition, the following terms shall have the meanings set forth in
this ss.1 or elsewhere in this Trademark Agreement referred to below:

Assignment of Marks.  See ss.2.1.

Associated Goodwill.  All goodwill of the Assignor and its
business, products and services  appurtenant to, associated
with or symbolized by the Trademarks and the use thereof.
Pledged Trademarks.  All of the Assignor's right, title and
interest in and to all of the  Trademarks, the Trademark
Registrations, the Trademark License Rights, the Trademark
 Rights, the Associated Goodwill, the Related Assets, and
all accessions to, substitutions for,  replacements of, and
all products and proceeds of any and all of the foregoing.
PTO.  The United States Patent and Trademark Office.

Related Assets.  All assets, rights and interests of the
Assignor that uniquely reflect or embody  the Associated
Goodwill, including the following:

(a)  all  patents,   inventions,   copyrights,   trade   secrets,   confidential
information,  formulae,  methods or  processes,  compounds,  recipes,  know-how,
methods   and   operating   systems,   drawings,   descriptions,   formulations,
manufacturing   and  production  and  delivery   procedures,   quality   control
procedures,  product and service  specifications,  catalogs,  price  lists,  and
advertising  materials,  relating  to  the  manufacture,  production,  delivery,
provision and sale of goods or services under or in association  with any of the
Trademarks; and

(b) the following documents and things in the possession or under the control of
the Assignor, or subject to its demand for possession or control, related to the
production,  delivery,  provision  and sale by the Assignor,  or any  affiliate,
franchisee, licensee or contractor, of products or services sold by or under the
authority of the Assignor in connection with the Trademarks or Trademark Rights,
whether prior to, on or subsequent to the date hereof:

(i) all  lists,  contracts,  ancillary  documents  and  other  information  that
identify, describe or provide information with respect to any customers, dealers
or distributors of the Assignor, its affiliates or franchisees or licensees or
 contractors,  for  products or services  sold under or in  connection  with the
Trademarks or Trademark  Rights,  including  all lists and documents  containing
information  regarding  each  customer's,  dealer's  or  distributor's  name and
address, credit, payment, discount,  delivery and other sale terms, and history,
pattern and total of purchases by brand, product, style, size and quantity;

(ii) all  agreements  (including  franchise  agreements),  product  and  service
specification  documents and operating,  production and quality  control manuals
relating to or used in the design, manufacture,  production, delivery, provision
and sale of products or services  under or in connection  with the Trademarks or
Trademark Rights;

(iii) all documents and agreements relating to the identity and locations of all
sources  of supply,  all terms of  purchase  and  delivery,  for all  materials,
components,   raw  materials  and  other  supplies  and  services  used  in  the
manufacture,  production,  provision,  delivery and sale of products or services
under or in connection  with the  Trademarks or Trademark  Rights;  and (iv) all
agreements  and  documents  constituting  or  concerning  the present or future,
current or proposed  advertising  and  promotion  by the Assignor (or any of its
affiliates,  franchisees, licensees or contractors) of products or services sold
under or in connection with the Trademarks or Trademark Rights.

Trademark Agreement.  This Trademark Collateral Security
and Pledge Agreement, as amended  and in effect from time
to time.

Trademark  License  Rights.  Any and all  past,  present  or future  rights  and
interests  of the  Assignor  pursuant  to any and all past,  present  and future
franchising  or licensing  agreements in favor of the Assignor,  or to which the
Assignor is a party, pertaining to any Trademarks,  Trademark Registrations,  or
Trademark Rights owned or used by third parties in the past,  present or future,
including the right (but not the  obligation) in the name of the Assignor or the
Bank to enforce,  and sue and recover  for,  any breach or violation of any such
agreement to which the Assignor is a party.

Trademark  Registrations.  All past, present or future federal, state, local and
foreign   registrations  of  the  Trademarks,   all  past,  present  and  future
applications for any such registrations (and any such registrations thereof upon
approval of such applications), together with the right (but not the obligation)
to apply for such registrations (and prosecute such applications) in the name of
the  Assignor  or the  Bank,  and to  take  any  and all  actions  necessary  or
appropriate to maintain such  registrations  in effect and renew and extend such
registrations.  Trademark Rights. Any and all past, present or future rights in,
to and associated  with the Trademarks  throughout  the world,  whether  arising
under federal law, state law,  common law,  foreign law or otherwise,  including
the following:  all such rights arising out of or associated  with the Trademark
Registrations;  the right (but not the  obligation) to register claims under any
state,  federal or foreign  trademark law or regulation;  the right (but not the
obligation) to sue or bring  opposition or cancellation  proceedings in the name
of the  Assignor  or  the  Bank  for  any  and  all  past,  present  and  future
infringements  or dilution of or any other damages or injury to the  Trademarks,
the Trademark Rights, or the Associated  Goodwill,  and the rights to damages or
profits  due or  accrued  arising  out of or in  connection  with any such past,
present or future  infringement,  dilution,  damage or injury; and the Trademark
License  Rights.  Trademarks.  All of the  trademarks,  service marks,  designs,
logos,  indicia,  trade names,  corporate names, company names,  business names,
fictitious business names, trade styles, elements of package or trade dress, and
other  source and product or service  identifiers,  used or  associated  with or
appurtenant to the products,  services and businesses of the Assignor,  that (i)
are set forth on Schedule A hereto, or (ii) have been adopted,  acquired, owned,
held or used by the Assignor or are now owned, held or used by the Assignor,  in
the Assignor's  business,  or with the Assignor's  products and services,  or in
which the Assignor has any right, title or interest,  or (iii) are in the future
adopted,  acquired,  owned,  held and  used by the  Assignor  in the  Assignor's
business or with the Assignor's products and services,  or in which the Assignor
in the future acquires any right, title or interest.

use.  With respect to any  Trademark,  all uses of such  Trademark by, for or in
connection  with the  Assignor  or its  business  or for the direct or  indirect
benefit of the Assignor or its business, including all such uses by the Assignor
itself, by any of the affiliates of the Assignor, or by any franchisee, licensee
or contractor of the Assignor.

2.  GRANT OF SECURITY INTEREST.

2.1.  Security Interest; Assignment of Marks.

As  collateral  security for the payment and  performance  in full of all of the
Obligations, the Assignor hereby unconditionally grants to the Bank a continuing
security  interest in and first  priority  lien on the Pledged  Trademarks,  and
pledges and mortgages (but does not transfer title to) the Pledged Trademarks to
the Bank.  In addition,  the Assignor has executed in blank and delivered to the
Bank an assignment of federally registered  trademarks in substantially the form
of Exhibit 1 hereto (the "Assignment of Marks").  The Assignor hereby authorizes
the Bank to complete as assignee and record with the PTO the Assignment of Marks
upon the  occurrence  and during the  continuance of an Event of Default and the
proper  exercise of the Bank's  remedies under this Trademark  Agreement and the
Security Agreement. 2.2. Conditional Assignment.

In addition to, and not by way of limitation of, the grant,  pledge and mortgage
of the Pledged  Trademarks  provided in ss.2.1,  the Assignor  grants,  assigns,
transfers,  conveys and sets over to the Bank the Assignor's entire right, title
and  interest  in and to the  Pledged  Trademarks;  provided  that  such  grant,
assignment, transfer and conveyance shall be and become of force and effect only
(i) upon or after the  occurrence  and  during  the  continuance  of an Event of
Default  and (ii)  either  (A) upon the  written  demand of the Bank at any time
during such continuance or (B) immediately and automatically  (without notice or
action of any kind by the Bank) upon an Event of Default for which  acceleration
of the Loans is automatic  under the Credit  Agreement or upon the sale or other
disposition  of or  foreclosure  upon the  Collateral  pursuant to the  Security
Agreement and applicable law (including the transfer or other disposition of the
Collateral by the Assignor to the Bank or its nominee in lieu of foreclosure).

2.3.  Supplemental to Security Agreement.

Pursuant  to the  Security  Agreement  the  Assignor  has  granted to the Bank a
continuing  security  interest  in and  lien on the  Collateral  (including  the
Pledged Trademarks). The Security Agreement, and all rights and interests of the
Bank in and to the Collateral (including the Pledged Trademarks) thereunder, are
hereby ratified and confirmed in all respects.  In no event shall this Trademark
Agreement,  the  grant,  assignment,  transfer  and  conveyance  of the  Pledged
Trademarks  hereunder,  or the  recordation of this Trademark  Agreement (or any
document  hereunder) with the PTO,  adversely affect or impair, in any way or to
any extent,  the Security  Agreement,  the security  interest of the Bank in the
Collateral (including the Pledged Trademarks) pursuant to the Security Agreement
and this  Trademark  Agreement,  the  attachment and perfection of such security
interest under the Uniform  Commercial Code (including the security  interest in
the Pledged Marks), or any present or future rights and interests of the Bank in
and to the Collateral under or in connection with the Security  Agreement,  this
Trademark  Agreement  or the  Uniform  Commercial  Code.  Any and all rights and
interests  of the  Bank  in and to the  Pledged  Trademarks  (and  any  and  all
obligations  of the Assignor  with respect to the Pledged  Trademarks)  provided
herein,  or arising hereunder or in connection  herewith,  shall only supplement
and be  cumulative  and in addition to the rights and interests of the Bank (and
the  obligations  of the  Assignor)  in, to or with  respect  to the  Collateral
(including the Pledged Trademarks) provided in or arising under or in connection
with the Security Agreement and shall not be in derogation thereof.

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Assignor represents,  warrants and covenants that: (i) Schedule A sets forth
a true and complete  list of all  Trademarks  and  Trademark  Registrations  now
owned,  licensed,  controlled or used by the Assignor;  (ii) the  Trademarks and
Trademark  Registrations  are subsisting  and have not been adjudged  invalid or
unenforceable,  in whole or in part,  and there is no  litigation  or proceeding
pending concerning the validity or enforceability of the Trademarks or Trademark
Registrations;  (iii)  to the  best  of the  Assignor's  knowledge,  each of the
Trademarks and Trademark  Registrations  is valid and  enforceable;  (iv) to the
best of the  Assignor's  knowledge,  there is no  infringement  by others of the
Trademarks,  Trademark  Registrations or Trademark Rights; (v) no claim has been
made that the use of any of the Trademarks does or may violate the rights of any
third  person,  and to  the  best  of  the  Assignor's  knowledge,  there  is no
infringement by the Assignor of the trademark rights of others that could have a
Material  Adverse  Effect;  (vi) the Assignor is the sole and exclusive owner of
the entire and  unencumbered  right,  title and  interest  in and to each of the
registered  Trademarks  (other than ownership and other rights reserved by third
party owners with respect to  Trademarks  that the Assignor is licensed to use),
free and clear of any liens, charges, encumbrances and adverse claims, including
pledges, assignments,  licenses, registered user agreements and covenants by the
Assignor  not to sue  third  persons,  other  than  the  security  interest  and
assignment created by the Security Agreement and this Trademark Agreement; (vii)
the Assignor has the  unqualified  right to enter into this Trademark  Agreement
and to perform its terms and has entered and will enter into written  agreements
with each of its  present and future  employees  that will enable them to comply
with the  covenants  herein  contained;  (viii) the Assignor has used,  and will
continue to use, proper statutory and other appropriate  proprietary  notices in
connection with its use of the Trademarks;  (ix) the Assignor has used, and will
continue  to use  for  the  duration  of this  Trademark  Agreement,  consistent
standards of quality in its  manufacture  and provision of products and services
sold or provided under the Trademarks;  (x) this Trademark  Agreement,  together
with the  Security  Agreement,  will  create  in  favor of the Bank a valid  and
perfected first priority security interest in the Pledged Trademarks upon making
the filings  referred  to in clause  (xi) of this ss.3;  and (xi) except for the
filing of financing  statements  with the under the Uniform  Commercial Code and
the  recording  of this  Trademark  Agreement  with the PTO,  no  authorization,
approval or other action by, and no notice to or filing with,  any  governmental
or regulatory  authority,  agency or office is required either (A) for the grant
by the Assignor or the  effectiveness  of the security  interest and  assignment
granted hereby or for the execution,  delivery and performance of this Trademark
Agreement by the Assignor,  or (B) for the  perfection of or the exercise by the
Bank of any of its rights and remedies hereunder.

4.  INSPECTION RIGHTS.

The Assignor hereby grants to the Bank and its employees and agents the right to
visit the Assignor's  plants and facilities that  manufacture,  inspect or store
products  sold under any of the  Trademarks,  and to inspect  the  products  and
quality  control  records  relating  thereto at reasonable  times during regular
business hours.

5.  NO TRANSFER OR INCONSISTENT AGREEMENTS.

Without the Bank's prior written consent, and except for licenses of the Pledged
Trademarks in the ordinary course of the Assignor's business consistent with its
past practices,  the Assignor will not (i) mortgage,  pledge, assign,  encumber,
grant a security  interest in, transfer,  license or alienate any of the Pledged
Trademarks,  or (ii) enter into any agreement (for example, a license agreement)
that is  inconsistent  with the  Assignor's  obligations  under  this  Trademark
Agreement or the Security Agreement.

6.  AFTER-ACQUIRED TRADEMARKS, ETC.

6.1.  After-acquired Trademarks.

If, before the  Obligations  shall have been finally paid and satisfied in full,
the Assignor shall obtain any right, title or interest in or to any other or new
Trademarks,  Trademark Registrations or Trademark Rights, the provisions of this
Trademark Agreement shall automatically apply thereto and the Assignor shall (i)
provide to the Bank  within ten (10) days of filing  for  registration  any such
Trademarks  with the PTO a list of the Trademarks so filed,  (ii) provide to the
Bank  within  ninety  (90) days of the date of each  filing,  the  Trademark  or
Service Mark, the registration  number and registration  date for each Trademark
so  filed,  and  (iii)  execute  and  deliver  to the  Bank  such  documents  or
instruments as the Bank may reasonably request further to implement, preserve or
evidence the Bank's interest therein. 6.2. Amendment to Schedule.

The Assignor  authorizes  the Bank to modify this  Trademark  Agreement  and the
Assignment of Marks, without the necessity of the Assignor's further approval or
signature, by amending Exhibit A hereto and the Annex to the Assignment of Marks
to include any future or other Trademarks,  Trademark Registrations or Trademark
Rights under ss.2 or ss.6. 7. TRADEMARK PROSECUTION.

7.1.  Assignor Responsible.

The Assignor shall assume full and complete  responsibility for the prosecution,
defense,  enforcement or any other necessary or desirable  actions in connection
with the Pledged  Trademarks,  and shall hold the Bank harmless from any and all
costs,  damages,  liabilities  and expenses  that may be incurred by the Bank in
connection  with the Bank's  interest  in the  Pledged  Trademarks  or any other
action or failure to act in  connection  with this  Trademark  Agreement  or the
transactions  contemplated  hereby.  In  respect  of  such  responsibility,  the
Assignor shall retain trademark counsel reasonably acceptable to the Bank.

7.2.  Assignor's Duties, etc.

The  Assignor  shall  have the  right and the duty,  through  trademark  counsel
reasonably  acceptable  to the  Bank,  to  prosecute  diligently  any  trademark
registration  applications  of the  Trademarks  pending  as of the  date of this
Trademark  Agreement or thereafter to the extent Assignor deems appropriate,  to
preserve and maintain all rights in the Trademarks and Trademark  Registrations,
including the filing of appropriate  renewal  applications and other instruments
to maintain in effect the  Trademark  Registrations  and the payment when due of
all  registration  renewal fees and other fees,  taxes and other  expenses  that
shall be incurred or that shall accrue with respect to any of the  Trademarks or
Trademark   Registrations.   Any  expenses  incurred  in  connection  with  such
applications and actions shall be borne by the Assignor.  The Assignor shall not
abandon  any  filed  trademark  registration   application,   or  any  Trademark
Registration or Trademark,  without the consent of the Bank, which consent shall
not be unreasonably withheld.

7.3.  Assignor's Enforcement Rights.

The Assignor  shall have the right and the duty to bring suit or other action in
the  Assignor's own name to maintain and enforce the  Trademarks,  the Trademark
Registrations  and the  Trademark  Rights.  The Assignor may require the Bank to
join in such suit or action as  necessary  to assure the  Assignor's  ability to
bring and  maintain any such suit or action in any proper forum if (but only if)
the Bank is completely  satisfied that such joinder will not subject the Bank to
any risk of liability.  The Assignor shall promptly, upon demand,  reimburse and
indemnify the Bank for all damages,  costs and expenses,  including  legal fees,
incurred by the Bank pursuant to this ss.7.3.

7.4.  Protection of Trademarks, etc.

In  general,  the  Assignor  shall  take  any and all  such  actions  (including
institution  and  maintenance  of  suits,  proceedings  or  actions)  as  may be
necessary or appropriate to properly maintain,  protect,  preserve, care for and
enforce the Pledged Trademarks.  The Assignor shall not take or fail to take any
action,  nor  permit  any  action to be taken or not  taken by others  under its
control,  that would adversely affect the validity,  grant or enforcement of the
Pledged Trademarks.

7.5.  Notification by Assignor.

Promptly upon obtaining knowledge thereof,  the Assignor will notify the Bank in
writing  of the  institution  of, or any final  adverse  determination  in,  any
proceeding  in the PTO or any similar  office or agency of the United  States or
any  foreign  country,  or  any  court,  regarding  the  validity  of any of the
Trademarks  or  Trademark  Registrations  or the  Assignor's  rights,  title  or
interests  in and to the  Pledged  Trademarks,  and of any  event  that  does or
reasonably  could  materially  adversely  affect the value of any of the Pledged
Trademarks,  the  ability of the  Assignor  or the Bank to dispose of any of the
Pledged  Trademarks  or the rights and remedies of the Bank in relation  thereto
(including  but not limited to the levy of any legal process  against any of the
Pledged Trademarks).

8.  REMEDIES.

Upon the occurrence and during the continuance of an Event of Default,  the Bank
shall  have,  in  addition  to all other  rights and  remedies  given it by this
Trademark Agreement (including,  without limitation, those set forth in ss.2.2),
the Credit Agreement, the Security Agreement and the other Loan Documents, those
allowed by law and the rights and remedies of a secured  party under the Uniform
Commercial Code as enacted in the Commonwealth of Massachusetts, and,
 without  limiting the  generality of the foregoing,  the Bank may  immediately,
without demand of performance and without other notice (except as set forth next
below) or demand  whatsoever to the Assignor,  all of which are hereby expressly
waived,  sell or license at public or private sale or otherwise realize upon the
whole or from time to time any part of the Pledged  Trademarks,  or any interest
that the Assignor may have  therein,  and after  deducting  from the proceeds of
sale or other disposition of the Pledged Trademarks all expenses incurred by the
Bank in attempting
 to enforce this Trademark  Agreement  (including  all  reasonable  expenses for
broker's  fees and legal  services),  shall apply the  residue of such  proceeds
toward the payment of the  Obligations  as set forth in or by  reference  in the
Security  Agreement.  Notice of any sale,  license or other  disposition  of the
Pledged  Trademarks shall be given to the Assignor at least five (5) days before
the time  that any  intended  public  sale or other  public  disposition  of the
Pledged  Trademarks  is to be made or  after  which  any  private  sale or other
private  disposition of the Pledged  Trademarks may be made,  which the Assignor
hereby agrees shall be reasonable notice of such public or private sale or other
disposition. At any such sale or other disposition,  the Bank may, to the extent
permitted under applicable law, purchase or license the whole or any part of the
Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

9.   COLLATERAL PROTECTION.

If the Assignor shall fail to do any act that it has covenanted to do hereunder,
or if any  representation  or warranty of the Assignor  shall be  breached,  the
Bank,  in its own name or that of the  Assignor (in the sole  discretion  of the
Bank), may (but shall not be obligated to) do such act or remedy such breach (or
cause  such act to be done or such  breach  to be  remedied),  and the  Assignor
agrees  promptly to reimburse  the Bank for any cost or expense  incurred by the
Bank in so doing.

10.  POWER OF ATTORNEY.

If any Event of Default shall have occurred and be continuing, the Assignor does
hereby  make,  constitute  and appoint the Bank (and any officer or agent of the
Bank as the Bank may select in its exclusive  discretion) as the Assignor's true
and lawful attorney-in-fact,  with full power of substitution and with the power
to  endorse  the  Assignor's  name on all  applications,  documents,  papers and
instruments necessary for the Bank to use the Pledged Trademarks, or to grant or
issue any exclusive or nonexclusive  license of any of the Pledged Trademarks to
any  third  person,  or to take any and all  actions  necessary  for the Bank to
assign,  pledge,  convey or otherwise transfer title in or dispose of any of the
Pledged  Trademarks or any interest of the Assignor therein to any third person,
and, in general,  to execute and deliver any instruments or documents and do all
other acts that the  Assignor  is  obligated  to execute and do  hereunder.  The
Assignor hereby ratifies all that such attorney shall lawfully do or cause to be
done by virtue hereof and releases the Bank from any claims, liabilities, causes
of action or demands  arising out of or in  connection  with any action taken or
omitted to be taken by the Bank under this
 power  of  attorney   (except  for  the  Bank's  gross  negligence  or  willful
misconduct).  This power of  attorney is coupled  with an interest  and shall be
irrevocable for the duration of this Trademark Agreement.

11.  FURTHER ASSURANCES.

The Assignor shall, at any time and from time to time, and at its expense, make,
execute,   acknowledge  and  deliver,  and  file  and  record  as  necessary  or
appropriate with  governmental or regulatory  authorities,  agencies or offices,
such agreements,  assignments,  documents and instruments, and do such other and
further acts and things (including,  without  limitation,  obtaining consents of
third  parties),  as the Bank may  reasonably  request or as may be necessary or
appropriate in order to implement and effect fully the intentions,  purposes and
provisions of this Trademark Agreement, or to assure and confirm to the Bank the
grant,  perfection and priority of the Bank's  security  interest in the Pledged
Trademarks. 12. TERMINATION.

At such time as all of the  Obligations  have been finally paid and satisfied in
full,  this Trademark  Agreement  shall  terminate and the Bank shall,  upon the
written  request and at the expense of the Assignor,  execute and deliver to the
Assignor all deeds,  assignments  and other  instruments  as may be necessary or
proper to reassign and reconvey to and re-vest in the Assignor the entire right,
title and  interest  to the Pledged  Trademarks  previously  granted,  assigned,
transferred and conveyed to the Bank by the Assignor  pursuant to this Trademark
Agreement, as fully as if this Trademark Agreement had not been made, subject to
any  disposition  of all or any part thereof that may have been made by the Bank
pursuant hereto or the Security Agreement. 13. COURSE OF DEALING.

No course of dealing  between  the  Assignor  and the Bank,  nor any  failure to
exercise, nor any delay in exercising, on the part of the Bank, any right, power
or privilege  hereunder or under the Security  Agreement or any other  agreement
shall operate as a waiver thereof; nor shall any
 single or  partial  exercise  of any right,  power or  privilege  hereunder  or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

14.  EXPENSES.

Any and all fees, costs and expenses, of whatever kind or nature,  including the
reasonable  attorneys' fees and expenses incurred by the Bank in connection with
the  preparation of this Trademark  Agreement and all other  documents  relating
hereto,  the  consummation  of  the  transactions  contemplated  hereby  or  the
enforcement  hereof,  the filing or recording of any  documents  (including  all
taxes in connection  therewith) in public  offices,  the payment or discharge of
any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise
protecting, maintaining or preserving the Pledged Trademarks, or in defending or
prosecuting any actions or proceedings  arising out of or related to the Pledged
Trademarks, shall be borne and paid by the Assignor.

15.  OVERDUE AMOUNTS.

Until paid,  all amounts due and payable by the  Assignor  hereunder  shall be a
debt  secured by the Pledged  Trademarks  and other  Collateral  and shall bear,
whether before or after  judgment,  interest at the rate of interest for overdue
principal  set forth in the Credit  Agreement.  16. NO  ASSUMPTION OF LIABILITY;
INDEMNIFICATION.

NOTWITHSTANDING  ANYTHING TO THE CONTRARY  CONTAINED HEREIN, THE BANK ASSUMES NO
LIABILITIES  OF THE ASSIGNOR  WITH RESPECT TO ANY CLAIM OR CLAIMS  REGARDING THE
ASSIGNOR'S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED
 RIGHTS ARISING FROM, ANY OF THE PLEDGED TRADEMARKS OR ANY
USE, LICENSE OR  SUBLICENSE THEREOF, WHETHER ARISING OUT OF
ANY PAST, CURRENT OR FUTURE EVENT,  CIRCUMSTANCE, ACT OR
OMISSION OR OTHERWISE.  ALL OF SUCH LIABILITIES SHALL BE
EXCLUSIVELY THE RESPONSIBILITY OF THE ASSIGNOR, AND THE
ASSIGNOR SHALL INDEMNIFY THE BANK FOR ANY AND ALL COSTS,  EXPENSES,  DAMAGES AND
CLAIMS,  INCLUDING  LEGAL  FEES,  INCURRED  BY THE  BANK  WITH  RESPECT  TO SUCH
LIABILITIES.

17.  NOTICES.

All notices and other  communications  made or required to be given  pursuant to
this  Trademark  Agreement  shall be in writing and shall be  delivered in hand,
mailed by United  States  registered  or  certified  first-class  mail,  postage
prepaid,  or sent by telegraph,  telecopy or telex and confirmed by delivery via
courier or postal  service,  addressed as follows:  (a) if to the  Assignor,  at
Expert  Software,  Inc.,  800 Douglas Road,  Executive  Tower,  Suite 750, Coral
Gables, Florida 33134, Attention: President, or at such other address for notice
as the Assignor  shall last have  furnished in writing to the person  giving the
notice, with copies to Goodwin, Procter & Hoar LLP, Attention: John J. Egan III,
Esq.; and

(b)  if to the Bank, at The First National Bank of Boston,
SF-High Technology Division,  Attention: Joseph L. Massimo,
Vice President, or at such other address for notice as the
 Bank shall last have furnished in writing to the person giving the notice.  Any
such  notice  or demand  shall be deemed to have been duly  given or made and to
have become  effective (i) if delivered by hand to a responsible  officer of the
party to which  it is  directed,  at the  time of the  receipt  thereof  by such
officer,  (ii) if sent by  registered  or certified  first-class  mail,  postage
prepaid,  two (2) Business Days after the posting thereof,  and (iii) if sent by
telegraph, telecopy, or telex, at the time of the dispatch thereof, if in normal
business  hours in the  country  of  receipt,  or  otherwise  at the  opening of
business on the following Business Day. 18. AMENDMENT AND WAIVER.

This Trademark  Agreement is subject to modification only by a writing signed by
the Bank and the Assignor,  except as provided in ss.6.2.  The Bank shall not be
deemed to have waived any right hereunder unless such waiver shall be in writing
and signed by the Bank. A waiver on any one occasion shall not be construed as a
bar to or waiver of any right on any future occasion.

19.  GOVERNING LAW; CONSENT TO JURISDICTION.

THIS TRADEMARK  AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED  INSTRUMENT AND
SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE . The
Assignor  agrees that any suit for the  enforcement of this Trademark  Agreement
may be brought in the courts of the or any  federal  court  sitting  therein and
consents  to the  non-exclusive  jurisdiction  of such  court and to  service of
process  in any such suit being made upon the  Assignor  by mail at the  address
specified in ss.17. The Assignor hereby
 waives any objection that it may now or hereafter have to the venue of any such
suit or any such court or that such suit is brought in an inconvenient court.
20.  WAIVER OF JURY TRIAL.

THE  ASSIGNOR  WAIVES ITS RIGHT TO A JURY  TRIAL  WITH  RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION  WITH THIS  TRADEMARK  AGREEMENT,
ANY RIGHTS OR  OBLIGATIONS  HEREUNDER OR THE  PERFORMANCE  OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Assignor waives any right which it
may have to claim or  recover in any  litigation  referred  to in the  preceding
sentence  any  special,  exemplary,  punitive  or  consequential  damages or any
damages  other  than,  or in addition  to,  actual  damages.  The  Assignor  (i)
certifies that neither the Bank nor any representative, agent or attorney of the
Bank has  represented,  expressly or otherwise,  that the Bank would not, in the
event  of  litigation,   seek  to  enforce  the  foregoing  waivers,   and  (ii)
acknowledges that the Bank is relying upon, among other things,  the waivers and
certifications contained in this ss.20.

21. MISCELLANEOUS.

The headings of each section of this  Trademark  Agreement  are for  convenience
only and  shall  not  define or limit the  provisions  thereof.  This  Trademark
Agreement  and all rights and  obligations  hereunder  shall be binding upon the
Assignor  and its  respective  successors  and  assigns,  and shall inure to the
benefit  of the  Bank  and its  successors  and  assigns.  In the  event  of any
irreconcilable  conflict between the provisions of this Trademark  Agreement and
the Credit  Agreement,  or between  this  Trademark  Agreement  and the Security
Agreement,  the provisions of the Credit Agreement or the Security Agreement, as
the case may be, shall control. If any term of this Trademark Agreement shall be
held to be invalid,  illegal or  unenforceable,  the validity of all other terms
hereof shall in no way be affected thereby,  and this Trademark  Agreement shall
be construed and be  enforceable  as if such invalid,  illegal or  unenforceable
term had not been included herein. The Assignor  acknowledges  receipt of a copy
of this Trademark Agreement.

IN WITNESS WHEREOF, this Trademark Agreement has been executed as of the day and
year first above written.




By:    /s/ Charles H. Murphy
Name:      Charles H. Murphy
Title:     Chief Financial Officer






By: /s/ Joseph L. Massimo
        Joseph L. Massimo, Vice President





CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF            )
                                                )  ss.
COUNTY OF         )

Before me, the undersigned,  a Notary Public in and for the county aforesaid, on
this ______ day of September, 1996, personally appeared _____________________ to
me known personally, and who, being by me duly sworn, deposes and



says  that he is the  ____________________  of , and that  said  instrument  was
signed and sealed on behalf of said  corporation  by  authority  of its Board of
Directors, and said ______________________________  acknowledged said instrument
to be the free act and deed of said corporation.
------------------------------
Notary Public
My commission expires:


--SCHEDULE A




Trademark
or
Service MarkRegistrations --
United States
Patent and Trademark Office

Registration No.
Registration DateBirthday Newsletters
[Sup
plemental Register]
1,979,040
6/4/96Home Design 3D
[Supplemen
tal Register]
1,972,007
4/30/96Landscape Design 3D
[Supp
lemental Register]
1,972,008
4/30/96


Trademark
or
Service MarkPending Applications --
United
States Patent and Trademark Office

Serial No.
Filing DateTravel Planner







[Supplement
al Register]
74/627,050
1/30/95Expert Brand Software
and Design
74/593,372
11/1/94Expert Software74/593,54111/1/94


--EXHIBIT 1

ASSIGNMENT OF TRADEMARKS AND SERVICE MARKS (U.S.)

WHEREAS,  , a corporation  organized and existing under the laws of the State of
Delaware,  having a place of business at (the "Assignor"),  has adopted and used
and is using the
 trademarks and service marks (the "Marks")  identified on the Annex hereto, and
is the owner of the registrations of and pending  registration  applications for
such Marks in the United States Patent and Trademark  Office  identified on such
Annex; and

WHEREAS,   ______________________,   a  _______________________   organized  and
existing  under  the laws of the  State of  ________________,  having a place of
business  at  _____________________________  (the  "Assignee"),  is  desirous of
acquiring the Marks and the registrations thereof and registration  applications
therefor; NOW, THEREFORE, for good and valuable consideration,  receipt of which
is hereby acknowledged,  the Assignor does hereby assign, sell and transfer unto
the Assignee all right,  title and interest in and to the Marks,  together  with
(i) the  registrations of and registration  applications for the Marks, (ii) the
goodwill of the business  symbolized  by and  associated  with the Marks and the
registrations thereof, and (iii) the right to sue and recover for, and the right
to profits or damages due or accrued  arising out of or in connection  with, any
and all past, present or future infringements or dilution of or damage or injury
to the Marks or the registrations thereof or such associated goodwill.

This  Assignment of Trademarks and Service Marks (U.S.) is intended to and shall
take effect as a sealed  instrument at such time as the Assignee  shall complete
this instrument by inserting its name in the second  paragraph above and signing
its acceptance of this Assignment of Trademarks and Service Marks (U.S.) below.

IN WITNESS WHEREOF,  the Assignor,  by its duly authorized officer, has executed
this  assignment,  as an instrument under seal, on this ______ day of September,
1996.




By:
Name:
Title:

The  foregoing  assignment  of the  Marks  and  the  registrations  thereof  and
registration  applications  therefor by the  Assignor to the  Assignee is hereby
accepted as of the ____ day of _________________, 199___.





By:
Name:
Title:


COMMONWEALTH OR STATE OF            )
                                                )  ss.
COUNTY OF         )

On   this   the   ____   day   of   September,    1996,   before   me   appeared
_________________________,   the  person  who  signed   this   instrument,   who
acknowledged  that  (s)he is the  ____________________  of and that  being  duly
authorized (s)he signed such instrument as a free act on behalf of
------------------------------
Notary Public
[Seal]







My commission expires:
--BOS-BUS:298186.2BOS-BUS:298186.2

MEMORANDUM OF GRANT OF SECURITY INTEREST IN COPYRIGHTS



MEMORANDUM  OF  GRANT  OF  SECURITY  INTEREST  IN  COPYRIGHTS  (this  "Copyright
Memorandum")  dated as of September 17, 1996,  between EXPERT SOFTWARE,  INC., a
Delaware  corporation  having its  principal  place of business at 800 Southwest
37th Avenue,  Executive  Tower,  Suite 750,  Coral  Gables,  Florida  33134 (the
"Assignor"),  and  THE  FIRST  NATIONAL  BANK  OF  BOSTON,  a  national  banking
association having an office at 100 Federal Street, Boston,  Massachusetts 02110
(the "Bank").

WHEREAS, the Assignor has entered into a Revolving Credit Agreement` dated as of
May 31,  1996  (as  amended  and in  effect  from  time  to  time,  the  "Credit
Agreement"), with the Bank, pursuant to which the Bank, subject to the terms and
conditions contained therein, is to make loans to the Assignor;

WHEREAS,  it is a condition  precedent to the Bank's  willingness to continue to
make loans to the Assignor under the Credit  Agreement that the Assignor execute
and  deliver to the Bank,  a  copyright  memorandum  in  substantially  the form
hereof;

WHEREAS,  the  Assignor  has  executed  and  delivered  to the Bank the Security
Agreement (as defined in the Credit  Agreement),  pursuant to which the Assignor
has  granted  to the Bank a  security  interest  in  certain  of the  Assignor's
existing  and   after-acquired   personal   property  and  fixture  assets  (the
"Collateral"),  including  without  limitation  (i) the copyrights and all other
rights in and to the works  identified  in Part I of Exhibit A  attached  hereto
(the "Registered  Copyrights"),  (ii) the copyrights and all other rights in and
to the  copyrighted or  copyrightable  works  identified in Part II of Exhibit A
attached  hereto,  (iii) the copyrights and all other rights in and to all other
copyrighted or copyrightable  works of the Assignor now or hereafter existing or
now owned or hereafter acquired, whether or not identified by a title and/or

United States Copyright Office registration number, whether or not identified on
Exhibit A attached hereto,  and whether or not registered with the United States
Copyright Office, and (iv) all proceeds from the sale, exchange,  license, lease
or other transfer or disposition or collection of any of the foregoing (in whole
or in part) or of any right or interest therein, and all proceeds or other value
received and attributable (in whole or in part) to the ownership,  possession or
use of any of the foregoing  (including without limitation any amounts recovered
or recoverable on account of any infringement or misappropriation  thereof), all
to secure the  payment and  performance  in full of all of the  Obligations  (as
defined in the Credit  Agreement);  and WHEREAS,  this  Copyright  Memorandum is
supplemental to the provisions contained in the Security Agreement;


NOW THEREFORE,  in consideration of the premises  contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the Assignor hereby grants to the Bank and notice is hereby given
that the Assignor has granted to the Bank a first priority  security interest in
the Collateral,  all in accordance with the terms and conditions of the Security
Agreement.

If the Assignor shall obtain any right, title, or interest in or to any other or
new copyrights,  the provisions of this Copyright Memorandum shall automatically
apply thereto and the Assignor shall (i) provide to the Bank within the ten (10)
days of filing for registration any additional copyrights with the United States
Copyright  Office,  a list of the copyrights so filed,  (ii) provide to the Bank
within ninety (90) days of the date of each filing, the title,  copyright number
and date of  registration  of each copyright  registration  so filed,  and (iii)
execute and deliver to the Bank such  documents or  instruments  as the Bank may
reasonably  request  further  to  implement,  preserve  or  evidence  the Bank's
interest therein.

The Assignor  hereby  further  authorizes  the Bank (i) to modify this Copyright
Memorandum,  without  the  necessity  of  the  Assignor's  further  approval  or
signature, by amending Exhibit A hereto to include any other copyrights or other
rights in and to the  copyrighted or  copyrightable  works in which the Assignor
now has or  hereafter  acquires any right,  title or interest,  and (ii) to take
such further  actions as may be necessary or  appropriate  to obtain and perfect
the  Bank's  security  interest  in any such  right,  title or  interest  of the
Assignor  (including  but not limited to recording  any such  amended  Copyright
Memorandum with the United States Copyright  Office).  IN WITNESS WHEREOF,  this
Copyright Memorandum has been executed as an instrument under seal as of the day
and year first above written.

EXPERT SOFTWARE, INC.



By:    /s/ Charles H. Murphy
Name :     Charles H. Murphy
           Chief Financial Officer             
   
THE FIRST NATIONAL BANK OF BOSTON



By:  /s/ Joseph L. Massimo
Joseph L. Massimo, Vice President




CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF            )
      )  ss.
COUNTY OF         )

Before me, the undersigned,  a Notary Public in and for the county aforesaid, on
this ______ day of September,  1996, personally appeared  ______________________
to me known personally,  and who, being by me duly sworn,  deposes and says that
he  is  the  ____________________  of  Expert  Software,  Inc.,  and  that  said
instrument  was signed and sealed on behalf of said  corporation by authority of
its Board of Directors, and said ____________________







acknowledged said  instrument to be the free act and deed
of said corporation.


------------------------------
Notary Public
My commission expires:

--
EXHIBIT A

COPYRIGHTS



Part I
Copyrights  Registered with U.S.  Copyright Office  Copyright  RegistrationTitle
NumberDateExpert CasinoTX 38889367/5/963000 Photo GalleryTX  40900577/10/95Photo
Gallery    II    (CD-ROM     WIN)TX     40900577/10/95Expert     Casino     CDTX
40587267/7/95Restaurant      GuideTX     40587287/7/95Great      PresentationsTX
40704497/7/95Astronomer   (for  Windows)TX   40353765/12/95Expert   Fun  ClipsTX
40353745/12/95Expert   Landscape  Design  3DTX  40353755/12/95Travel   PlannerTX
39920653/30/95Expert Do-it-Yourself LawyerTX 40274173/27/95Expert Travel Planner
2.0TX   40274163/27/95TPCD,    TBKTX   40274163/27/95Expert    Birthday   NewsTX
40171412/21/95Fantastic  Fonts for  WindowsTX  39930662/21/95Expert  Card  Games
Classics for Windows TX 4058676  1/9/95Expert  Crosswords and More (for Windows)
TX   4056682   1/9/95Expert   Aussie   Screen   SaverTX   361658812/30/94Fantasy
IllustrationsTX    394274012/30/94Greeting    Cards    Maker    for    WindowsTX
399465912/30/94Chess   (for  Windows)TX   400882112/28/94Expert   Clip  Art  for
WindowsTX  400882012/28/94Expert Favorite GamesTX 397134612/28/94Expert Terminal
TerrorTX  397105612/28/94Numerology  for WindowsTX  404856012/28/94Sharks Screen
Saver  for  Windows   3.1TX   400881912/28/943-D   Home  Design  for   WindowsTX
38889447/5/94Angels Screen SaverTX  41056507/5/94Astronomer CD-ROM for WindowsTX
41120927/5/94BingoTX



39948927/5/94Coral  Reef Screen SaverTX  39948917/5/94Diet  Expert for WindowsTX
38889417/5/94Expert  Home DesignTX  38889507/5/94Expert  Landscape for WindowsTX
38889427/5/94Expert  Resume Writer (for Windows)TX  39948907/5/94Expert  Writer,
MacintoshTX  39989897/5/94FormsTX  38889347/5/94Home  Design  CD  for  WindowsTX
38126857/5/94Expert  Home  Design  for  WindowsTX  38889357/5/94Expert  Personal
CalendarTX   38889457/5/94Expert  CD-ROM  Travel  PlannerTX  38126867/5/94Lotter
Expert   for   WindowsTX   38889407/5/94Expert   Terror   of   the   CatacombsTX
38889397/5/94Travel   Planner  for   WindowsTX   38889437/5/94Travel   PlannerTX
38889477/5/94Expert TypingTX 38889387/5/94 Part II

Unregistered Copyrights (Foreign)


CountryExpert
File No.
Class
Official
Number
Official
Date
StatusCanada39161C1. 9796,10610/30/95
AllowedAustralia39162C1. 9674,84210/11/95
PendingU.K.39163C1. 92,041,04710/12/95
PendingIreland39164C1. 97141/9510/12/95
AllowedSouth
Africa39165C1. 995/1361910/12/95
PendingHong Kong39166C1. 913260/199510/18/95
PendingNew
Zealand39167C1. 9254,69110/13/95
PendingSingapore39168C1. 9S/9886/9510/12/95
PendingIndia39169C1. 9683,48110/13/95
Pending
      Notes:      Pending indicates the application is
currently subject to prosecution.
            Allowed  indicates the  application  has been found  acceptable  for
registration  by  the  Trademark  Examiner.  The  mark  is  then  published  for
opposition whereby third parties may object to registration of the mark.








-  -
BOS-BUS:299623.6BOS-BUS:299623.6ESCROW AGREEMENT


      THIS ESCROW  AGREEMENT,  entered into as of the 17th day of September 1996
by and among Expert Software, Inc., a Delaware corporation (the "Company"),  The
First  National  Bank of Boston,  a national  banking  association  ("FNBB") and
Bingham, Dana & Gould LLP (the "Escrow Agent").

      WHEREAS,  the  Company  and FNBB  have  entered  into a  Revolving  Credit
Agreement (as amended from time to time and in effect, the "Credit  Agreement"),
dated as of May 31,  1996,  pursuant  to which FNBB has  agreed to make  certain
loans to the Company;

      WHEREAS,  the Company  has agreed to grant to FNBB a security  interest in
all of its  personal  property  subject to and in  accordance  with the terms of
ss.7.1(g) of the Credit Agreement and SWFTE International, Ltd., a Subsidiary of
the Company ("SWFTE") has agreed to grant to FNBB a security interest in certain
of its assets;

      WHEREAS, pursuant to the terms of the Credit Agreement, the Company and/or
SWFTE,  as the case may be, shall  execute and deliver to the Escrow Agent on or
prior to September 17, 1996, a Security Agreement, a Perfection  Certificate,  a
Stock Pledge  Agreement,  Memoranda of Grant of Security Interest in Copyrights,
Trademark  Collateral Security and Pledge Agreements,  each substantially in the
form of Exhibits A B, C D-1, D-2, E-1, and E-2, respectively, and this Agreement
(collectively, the "Security Documents"); and

      WHEREAS,  pursuant to the terms of this Agreement,  the Escrow Agent shall
deliver to FNBB the Security  Documents upon the conditions and at such times as
provided for herein;

      NOW,  THEREFORE,  in  consideration  of the  foregoing,  and of the mutual
covenants and agreements  hereinafter  set forth,  the parties,  intending to be
bound legally, agree as follows:

      ss.1.   Definitions.  All capitalized terms used in this
Agreement and not otherwise defined  herein shall have the
respective meanings ascribed to them in the Credit
Agreement.

      ss.2.   Security Documents.

            (a) Delivery to Escrow Agent. On or prior to September 18, 1996, the
Company  shall  execute and deliver to the Escrow Agent the Security  Documents,
including  the  Financing  Statements  to be filed in each of the  jurisdictions
specified on Schedule I hereto to be held in escrow by the Escrow Agent.

            (b) Receipt by Escrow  Agent.  The Escrow Agent hereby  acknowledges
receipt of and accepts the  Security  Documents in escrow and agrees to hold and
keep same in accordance with the terms and conditions hereof, and to deliver the
Security Documents upon the occurrence of the conditions hereinafter set forth.

            (c) Delivery to FNBB.  The Escrow  Agent shall  deliver the Security
Documents  to FNBB  immediately  upon  receipt by the Escrow  Agent of a written
notice  from FNBB (with a copy to the  Company),  including a  certificate  from
FNBB,  stating  that (i)  Consolidated  Net  Income  is less  than (A)  negative
$825,000 for the calendar month ended July 31, 1996, (B) negative $1,525,000 for
the calendar month ended August 31, 1996, (C) negative  $350,000 for each of the
calendar months ended September 30, 1996, October 31, 1996 and November 30, 1996
or (D) $00.00 for the calendar month ended December 31, 1996,  (ii) the ratio of
the sum of cash plus Accounts plus inventory to the sum of Consolidated  Current
Liabilities  plus  long term  indebtedness  is less  than  0.75:1.00,  (iii) the
Borrower has failed to comply with  ss.7.1(a)(iii) of the Credit  Agreement,  or
(iv) an Event of Default  (under and as  defined  in the Credit  Agreement)  has
occurred and is continuing.

      ss.3.1.  Duties.  The Escrow Agent undertakes to perform
all duties which are expressly set forth  in this
Agreement.

      ss.3.2.  Expenses.  If the Escrow Agent's duties and
responsibilities are increased beyond that  contemplated
within this Agreement, compensation will be allowed as
agreed upon in writing by all  of the parties hereto.  Such
fees and expenses shall be borne by the Company.

      ss.3.3.  Indemnification.  The Company agrees to
indemnify and hold harmless the Escrow Agent,  its
officers,  partners,  employees  and agents  against any and all costs,  losses,
claims,  damages,  liabilities  and  expenses  (including  reasonable  costs  of
investigation,  court costs and  attorney's  fees) which may be imposed upon the
Escrow Agent in connection  with its  acceptance of  appointment as Escrow Agent
hereunder (except those arising out of the Escrow Agent's failure to comply with
the provisions of this Agreement or the gross  negligence or willful  misconduct
of the Escrow Agent),  including any  litigation  arising from this Agreement or
involving the subject  matter  hereof,  and all such costs and expenses shall be
for the account of and shall be borne and said by the Company as a condition  to
termination of this Agreement.

      ss.3.4. Dispute. In the event of any disagreement among any of the parties
to this Agreement,  the Escrow Agent shall refuse to comply with any such claims
or demands as long as such disagreements may continue,  and in so refusing,  the
Escrow Agent shall make no delivery or other  disposition  of any property  then
held by it under this Agreement and in so doing the Escrow Agent may continue to
refrain  from acting until (a) the rights of adverse  claimants  shall have been
finally  adjudicated  in a court  assuming  and  having  jurisdiction  over  the
property  involved herein or affected hereby,  or (b) all differences shall have
been  settled by  agreement  and the Escrow  Agent  shall have been  notified in
writing of such  agreement  signed by the  Company  and FNBB.  In the event of a
final  adjudication  of the rights and  obligations of the parties by a court of
competent  jurisdiction,  the Escrow Agent shall comply with the instructions of
such  court.  In the event  differences  between  the  Company and FNBB shall be
settled by agreement, the Escrow Agent shall comply with the instructions signed
by the Company and FNBB.

      ss.3.5.  Resignation.  The Escrow  Agent  reserves  the right to resign as
Escrow Agent at any time,  provided  thirty (30) days' prior  written  notice is
given to the other parties hereto. The other parties hereto reserve the right to
remove the Escrow Agent at any time,  provided  thirty (30) days' prior  written
notice is given to the Escrow  Agent.  The Escrow  Agent  neither  approves  nor
disapproves of this transaction,  nor does it recommend for or against, nor does
it have an opinion as to the legality or validity of this transaction.

      ss.4.  Liabilities of Escrow Agent.

      4.1.  Limitations.  The Escrow Agent shall be liable only to accept,  hold
and deliver the  Security  Documents  as may be delivered to the Escrow Agent in
accordance  with the  provisions of this  Agreement and any  amendments  hereto,
provided,  however,  that the Escrow  Agent shall not incur any  liability  with
respect to (a) any action  taken or omitted in good faith upon the advice of its
counsel  given  with  respect  to  any  questions  relating  to the  duties  and
responsibilities  of the Escrow  Agent under this  Agreement,  or (b) any action
taken or omitted in reliance upon any instrument  (including the execution,  the
identity or authority of any person executing such instrument,  its validity and
effectiveness,  and the truth and accuracy of any information contained therein)
which the Escrow Agent shall in good faith  believe to be genuine,  to have been
signed by a proper  person or persons and to conform to the  provisions  of this
Agreement.

      ss.4.2.  Collateral Agreements.  The Escrow Agent shall
not be bound in any way by any  contract or agreement
between the other parties hereto, whether or not it has
knowledge of any  such contract or agreement or of its
terms or conditions.

      ss.5.  Termination.  This Agreement shall terminate upon
payment in full of all obligations of  the Company to FNBB
under and in respect of the Credit Agreement.  This
Agreement also may be  terminated by written mutual consent
signed by all parties.  This Agreement shall not be
otherwise  terminated.

      ss.6.  Other Provisions.

      6.1. Notices. All notices and other  communications  required or permitted
to be given under or by reason of this  Agreement  shall be in writing and shall
be deemed to have been duly given on the date of personal  delivery to or on the
date of  receipt  at the  addresses  set forth in this  ss.6.1 or at such  other
address as may be  specified  in  writing  by the party to whom  notice is to be
given.  If mailed by  first-class,  postage  prepaid,  registered  mail,  return
receipt requested, such written notices shall be deemed to have been received as
of  the  date  set  forth  on  the  return  receipt.   Notices,   demands,   and
communications  will, unless another address is specified in writing, be sent to
the persons and at the addresses indicated below:


      To Company:

            Expert Software, Inc.
            800 Southwest 37th Avenue,
            Executive Tower, Suite 750
            Coral Gables, Florida  33134

      Copy (which shall not constitute notice) to:

            Goodwin, Procter & Hoar
            One International Place
            Boston, Massachusetts  02110-2624
            Attention:

      To FNBB:

            The First National Bank of Boston
            100 Federal Street
            Boston, Massachusetts  02110
            Attention:  Joseph L. Massimo, Vice President

      Copy (which shall not constitute notice) to:

            Bingham, Dana & Gould LLP
            150 Federal Street
            Boston, Massachusetts  02110
            Attention:  Linda J. Groves, Esq.

      To Escrow Agent:

            Bingham, Dana & Gould LLP
            150 Federal Street
            Boston, Massachusetts  02110
            Attention:  Linda J. Groves, Esq.

      6.2.  Benefit and  Assignment.  This  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns as permitted  hereunder.  No person or entity other than the parties
hereto is or shall be entitled to bring any action to enforce any  provision  of
this  Agreement  against  any of the  parties  hereto,  and  the  covenants  and
agreements set forth in this  Agreement  shall be solely for the benefit of, and
shall be enforceable only by, the parties hereto or their respective  successors
and assigns as permitted  hereunder.  No party to this Agreement may assign this
Agreement  or any rights  hereunder  without  the prior  written  consent of the
parties hereto.

      6.3. Entire Agreement; Amendment. This Agreement, together with the Credit
Agreement, contains all the terms agreed upon by the parties with respect to the
subject  matter  hereof and  supersedes  all prior  oral or written  agreements,
commitments or understandings  with respect to such matters.  This Agreement may
be  amended  only by a  written  instrument  signed by the  party  against  whom
enforcement  or any waiver,  change,  modification,  extension  or  discharge is
sought.

      6.4.  Headings.  The headings of the sections and
subsections of this Agreement are for  purposes of
reference only and do not evidence the intentions of the
parties.

      6.5.  Governing Law.  This Agreement shall be governed
by, and construed according to, the  laws of the
Commonwealth of Massachusetts (without regard to the choice
of law provisions  thereof).

      6.6.  Counterparts.  This Agreement may be signed upon
any number of counterparts with the  same effect as if the
signatures on all counterparts are upon the same
instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this ESCROW AGREEMENT
as of the date set forth above.

                              EXPERT SOFTWARE, INC.


  By:        /s/ Charles H. Murphy
      Name:      Charles H. Murphy
      Title:     Chief Financial Officer

                              THE FIRST NATIONAL BANK OF BOSTON

  By:       /s/ Joseph L. Massimo
      Joseph L. Massimo, Vice President

                           BINGHAM, DANA & GOULD LLP,
                                 as Escrow Agent


  By:
      Linda J. Groves, Esq., Partner
--BOS-BUS:299694.1BOS-BUS:299694.1Consent of Sole
Shareholder

CitiSelectSM Folio 500
Class A Shares

August 30, 1996

      The  undersigned,  being  the  sole  shareholder  of  Class  A  Shares  of
CitiSelectSM   Folio  500  (the  "Fund"),  a  series  of  Landmark  Funds  I,  a
Massachusetts business trust (the "Trust"), acting pursuant to and in accordance
with the  Trust's  Declaration  of Trust and  By-Laws,  as in effect on the date
hereof,  and applicable law, hereby adopts the following votes,  effective as of
the date hereof:

      VOTED:  That the  Management  Agreement  by and  between  the Trust,  with
respect to the Fund,  and  Citibank,  N.A., in  substantially  the form attached
hereto,  be, and it hereby is,  approved and adopted in all  respects;  that the
terms of such  Agreement be, and they hereby are,  approved;  and that a copy of
such Agreement as executed, be filed with the permanent records of the Trust.


      VOTED:      That the form, terms and provisions of the
Service Plan with respect to  Class A Shares of the Fund,
in substantially the form attached hereto,  be, and they
hereby are, approved and adopted in all respects; and that
 a copy of such Service Plan be filed with the permanent
records of the  Trust.









                                    THE LANDMARK FUNDS
BROKER-DEALER                                   SERVICES, INC.


                                       By:
------------------------------------
                    Title:
--BOS-BUS:307561.2BOS-BUS:307561.2TRADEMARK COLLATERAL
SECURITY AND PLEDGE AGREEMENT




TRADEMARK  COLLATERAL  SECURITY AND PLEDGE  AGREEMENT  dated as of September 17,
1996,  between  SWFTE  INTERNATIONAL,  LTD.,  a having  its  principal  place of
business at , (the "Assignor"), and , having an office at (the "Bank").

WHEREAS,  Expert  Software,  Inc. (the  "Company") and the Bank are parties to a
dated as of May 31,  1996 (as  amended  and in  effect  from  time to time,  the
"Credit Agreement"), between the Company and the Bank.

WHEREAS,  the  Company  and the  Assignor  are  members  of a group  of  related
corporations,  the  success  of any one of  which  is  dependent  in part on the
success of the other members of such group; and

WHEREAS,  it is a condition  precedent to the Bank's  willingness to continue to
make loans to the Company under the Credit  Agreement that the Assignor  execute
and deliver to the Bank a trademark agreement in substantially the form hereof.

NOW, THEREFORE,  in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

1.  DEFINITIONS.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective meanings provided therefor in the Credit Agreement.  In addition, the
following  terms shall have the  meanings set forth in this ss.1 or elsewhere in
this Trademark Agreement referred to below:

Assignment of Marks.  See ss.2.1.

Associated Goodwill.  All goodwill of the Assignor and its
business, products and services  appurtenant to, associated
with or symbolized by the Trademarks and the use thereof.
Pledged Trademarks.  All of the Assignor's right, title and
interest in and to all of the  Trademarks, the Trademark
Registrations, the Trademark License Rights, the Trademark
Rights, the Associated Goodwill, the Related Assets, and
all accessions to, substitutions for,  replacements of, and
all products and proceeds of any and all of the foregoing.
PTO.  The United States Patent and Trademark Office.

Related Assets.  All assets, rights and interests of the
Assignor that uniquely reflect or embody  the Associated
Goodwill, including the following:

(a)  all  patents,   inventions,   copyrights,   trade   secrets,   confidential
information,  formulae,  methods or  processes,  compounds,  recipes,  know-how,
methods   and   operating   systems,   drawings,   descriptions,   formulations,
manufacturing   and  production  and  delivery   procedures,   quality   control
procedures,  product and service  specifications,  catalogs,  price  lists,  and
advertising  materials,  relating  to  the  manufacture,  production,  delivery,
provision and sale of goods or services under or in association  with any of the
Trademarks; and

(b) the following documents and things in the possession or under the control of
the Assignor, or subject to its demand for possession or control, related to the
production,  delivery,  provision  and sale by the Assignor,  or any  affiliate,
franchisee, licensee or contractor, of products or services sold by or under the
authority of the Assignor in connection with the Trademarks or Trademark Rights,
whether prior to, on or subsequent to the date hereof:

(i) all  lists,  contracts,  ancillary  documents  and  other  information  that
identify, describe or provide information with respect to any customers, dealers
or distributors  of the Assignor,  its affiliates or franchisees or licensees or
contractors,  for  products or  services  sold under or in  connection  with the
Trademarks or Trademark  Rights,  including  all lists and documents  containing
information  regarding  each  customer's,  dealer's  or  distributor's  name and
address, credit, payment, discount,  delivery and other sale terms, and history,
pattern and total of purchases by brand, product, style, size and quantity;

(ii) all  agreements  (including  franchise  agreements),  product  and  service
specification  documents and operating,  production and quality  control manuals
relating to or used in the design, manufacture,  production, delivery, provision
and sale of products or services  under or in connection  with the Trademarks or
Trademark Rights;

(iii) all documents and agreements relating to the identity and locations of all
sources  of supply,  all terms of  purchase  and  delivery,  for all  materials,
components,   raw  materials  and  other  supplies  and  services  used  in  the
manufacture,  production,  provision,  delivery and sale of products or services
under or in connection  with the  Trademarks or Trademark  Rights;  and (iv) all
agreements  and  documents  constituting  or  concerning  the present or future,
current or proposed  advertising  and  promotion  by the Assignor (or any of its
affiliates,  franchisees, licensees or contractors) of products or services sold
under or in connection with the Trademarks or Trademark Rights.

Trademark Agreement.  This Trademark Collateral Security
and Pledge Agreement, as amended  and in effect from time
to time.

Trademark  License  Rights.  Any and all  past,  present  or future  rights  and
interests  of the  Assignor  pursuant  to any and all past,  present  and future
franchising  or licensing  agreements in favor of the Assignor,  or to which the
Assignor is a party, pertaining to any Trademarks,  Trademark Registrations,  or
Trademark Rights owned or used by third parties in the past,  present or future,
including the right (but not the  obligation) in the name of the Assignor or the
Bank to enforce,  and sue and recover  for,  any breach or violation of any such
agreement to which the Assignor is a party.

Trademark  Registrations.  All past, present or future federal, state, local and
foreign   registrations  of  the  Trademarks,   all  past,  present  and  future
applications for any such registrations (and any such registrations thereof upon
approval of such applications), together with the right (but not the obligation)
to apply for such registrations (and prosecute such applications) in the name of
the  Assignor  or the  Bank,  and to  take  any  and all  actions  necessary  or
appropriate to maintain such  registrations  in effect and renew and extend such
registrations.  Trademark Rights. Any and all past, present or future rights in,
to and associated  with the Trademarks  throughout  the world,  whether  arising
under federal law, state law,  common law,  foreign law or otherwise,  including
the following:  all such rights arising out of or associated  with the Trademark
Registrations;  the right (but not the  obligation) to register claims under any
state,  federal or foreign  trademark law or regulation;  the right (but not the
obligation) to sue or bring  opposition or cancellation  proceedings in the name
of the  Assignor  or  the  Bank  for  any  and  all  past,  present  and  future
infringements  or dilution of or any other damages or injury to the  Trademarks,
the Trademark Rights, or the Associated  Goodwill,  and the rights to damages or
profits  due or  accrued  arising  out of or in  connection  with any such past,
present or future  infringement,  dilution,  damage or injury; and the Trademark
License  Rights.  Trademarks.  All of the  trademarks,  service marks,  designs,
logos,  indicia,  trade names,  corporate names, company names,  business names,
fictitious business names, trade styles, elements of package or trade dress, and
other  source and product or service  identifiers,  used or  associated  with or
appurtenant to the products,  services and businesses of the Assignor,  that (i)
are set forth on Schedule A hereto, or (ii) have been adopted,  acquired, owned,
held or used by the Assignor or are now owned, held or used by the Assignor,  in
the Assignor's  business,  or with the Assignor's  products and services,  or in
which the Assignor has any right, title or interest,  or (iii) are in the future
adopted,  acquired,  owned,  held and  used by the  Assignor  in the  Assignor's
business or with the Assignor's products and services,  or in which the Assignor
in the future acquires any right, title or interest.

use.  With respect to any  Trademark,  all uses of such  Trademark by, for or in
connection  with the  Assignor  or its  business  or for the direct or  indirect
benefit of the Assignor or its business, including all such uses by the Assignor
itself, by any of the affiliates of the Assignor, or by any franchisee, licensee
or contractor of the Assignor.

2.  GRANT OF SECURITY INTEREST.

2.1.  Security Interest; Assignment of Marks.

As  collateral  security for the payment and  performance  in full of all of the
Obligations, the Assignor hereby unconditionally grants to the Bank a continuing
security  interest in and first  priority  lien on the Pledged  Trademarks,  and
pledges and mortgages (but does not transfer title to) the Pledged Trademarks to
the Bank.  In addition,  the Assignor has executed in blank and delivered to the
Bank an assignment of federally registered  trademarks in substantially the form
of Exhibit 1 hereto (the "Assignment of Marks").  The Assignor hereby authorizes
the Bank to complete as assignee and record with the PTO the Assignment of Marks
upon the  occurrence  and during the  continuance of an Event of Default and the
proper exercise of the Bank's remedies under this Trademark Agreement.

2.2.  Conditional Assignment.

In addition to, and not by way of limitation of, the grant,  pledge and mortgage
of the Pledged  Trademarks  provided in ss.2.1,  the Assignor  grants,  assigns,
transfers,  conveys and sets over to the Bank the Assignor's entire right, title
and  interest  in and to the  Pledged  Trademarks;  provided  that  such  grant,
assignment, transfer and conveyance shall be and become of force and effect only
(i) upon or after the  occurrence  and  during  the  continuance  of an Event of
Default  and (ii)  either  (A) upon the  written  demand of the Bank at any time
during such continuance or (B) immediately and automatically  (without notice or
action of any kind by the Bank) upon an Event of Default for which  acceleration
of the Loans is automatic  under the Credit  Agreement or upon the sale or other
disposition  of or  foreclosure  upon the  Collateral  pursuant to the  Security
Agreement and applicable law (including the transfer or other disposition of the
Collateral by the Assignor to the Bank or its nominee in lieu of foreclosure).

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Assignor represents,  warrants and covenants that: (i) Schedule A sets forth
a true and complete  list of all  Trademarks  and  Trademark  Registrations  now
owned,  licensed,  controlled or used by the Assignor;  (ii) the  Trademarks and
Trademark  Registrations  are subsisting  and have not been adjudged  invalid or
unenforceable,  in whole or in part,  and there is no  litigation  or proceeding
pending concerning the validity or enforceability of the Trademarks or Trademark
Registrations;  (iii)  to the  best  of the  Assignor's  knowledge,  each of the
Trademarks and Trademark  Registrations  is valid and  enforceable;  (iv) to the
best of the  Assignor's  knowledge,  there is no  infringement  by others of the
Trademarks,  Trademark  Registrations or Trademark Rights; (v) no claim has been
made that the use of any of the Trademarks does or may violate the rights of any
third  person,  and to  the  best  of  the  Assignor's  knowledge,  there  is no
infringement by the Assignor of the trademark rights of others that could have a
Material  Adverse  Effect;  (vi) the Assignor is the sole and exclusive owner of
the entire and  unencumbered  right,  title and  interest  in and to each of the
registered  Trademarks  (other than ownership and other rights reserved by third
party owners with respect to  Trademarks  that the Assignor is licensed to use),
free and clear of any liens, charges, encumbrances and adverse claims, including
pledges, assignments,  licenses, registered user agreements and covenants by the
Assignor  not to sue  third  persons,  other  than  the  security  interest  and
assignment  created by this  Trademark  Agreement;  (vii) the  Assignor  has the
unqualified  right to enter into this  Trademark  Agreement  and to perform  its
terms and has entered and will enter into  written  agreements  with each of its
present and future  employees that will enable them to comply with the covenants
herein contained; (viii) the Assignor has used, and will continue to use, proper
statutory and other appropriate  proprietary  notices in connection with its use
of the Trademarks;  (ix) the Assignor has used, and will continue to use for the
duration of this  Trademark  Agreement,  consistent  standards of quality in its
manufacture  and provision of products and services  sold or provided  under the
Trademarks; (x) this Trademark Agreement
 will create in favor of the Bank a valid and perfected first priority  security
interest in the Pledged Trademarks upon making the filings referred to in clause
(xi) of this ss.3; and (xi) except for the filing of financing  statements  with
the  under the  Uniform  Commercial  Code and the  recording  of this  Trademark
Agreement  with the PTO, no  authorization,  approval or other action by, and no
notice to or filing with, any  governmental or regulatory  authority,  agency or
office is required either (A) for the grant by the Assignor or the effectiveness
of the security  interest and  assignment  granted  hereby or for the execution,
delivery and performance of this Trademark Agreement by the Assignor, or (B) for
the  perfection of or the exercise by the Bank of any of its rights and remedies
hereunder.

4.  INSPECTION RIGHTS.

The Assignor hereby grants to the Bank and its employees and agents the right to
visit the Assignor's  plants and facilities that  manufacture,  inspect or store
products  sold under any of the  Trademarks,  and to inspect  the  products  and
quality  control  records  relating  thereto at reasonable  times during regular
business hours.

5.  NO TRANSFER OR INCONSISTENT AGREEMENTS.

Without the Bank's prior written consent, and except for licenses of the Pledged
Trademarks in the ordinary course of the Assignor's business consistent with its
past practices,  the Assignor will not (i) mortgage,  pledge, assign,  encumber,
grant a security  interest in, transfer,  license or alienate any of the Pledged
Trademarks,  or (ii) enter into any agreement (for example, a license agreement)
that is  inconsistent  with the  Assignor's  obligations  under  this  Trademark
Agreement.

6.  AFTER-ACQUIRED TRADEMARKS, ETC.

6.1.  After-acquired Trademarks.

If, before the  Obligations  shall have been finally paid and satisfied in full,
the Assignor shall obtain any right, title or interest in or to any other or new
Trademarks,  Trademark Registrations or Trademark Rights, the provisions of this
Trademark Agreement shall automatically apply thereto and the Assignor shall (i)
provide to the Bank  within ten (10) days of filing  for  registration  any such
Trademarks  with the PTO a list of the Trademarks so filed,  (ii) provide to the
Bank  within  ninety  (90) days of the date of each  filing,  the  Trademark  or
Service Mark, the registration  number and registration  date for each Trademark
so  filed,  and  (iii)  execute  and  deliver  to the  Bank  such  documents  or
instruments as the Bank may reasonably request further to implement, preserve or
evidence the Bank's interest therein. 6.2. Amendment to Schedule.

The Assignor  authorizes  the Bank to modify this  Trademark  Agreement  and the
Assignment of Marks, without the necessity of the Assignor's further approval or
signature, by amending Exhibit A hereto and the Annex to the Assignment of Marks
to include any future or other Trademarks,  Trademark Registrations or Trademark
Rights under ss.2 or ss.6. 7. TRADEMARK PROSECUTION.

7.1.  Assignor Responsible.

The Assignor shall assume full and complete  responsibility for the prosecution,
defense,  enforcement or any other necessary or desirable  actions in connection
with the Pledged  Trademarks,  and shall hold the Bank harmless from any and all
costs,  damages,  liabilities  and expenses  that may be incurred by the Bank in
connection  with the Bank's  interest  in the  Pledged  Trademarks  or any other
action or failure to act in  connection  with this  Trademark  Agreement  or the
transactions  contemplated  hereby.  In  respect  of  such  responsibility,  the
Assignor shall retain trademark counsel reasonably acceptable to the Bank.

7.2.  Assignor's Duties, etc.

The  Assignor  shall  have the  right and the duty,  through  trademark  counsel
reasonably  acceptable  to the  Bank,  to  prosecute  diligently  any  trademark
registration  applications  of the  Trademarks  pending  as of the  date of this
Trademark  Agreement or thereafter to the extent Assignor deems appropriate,  to
preserve and maintain all rights in the Trademarks and Trademark  Registrations,
including the filing of appropriate  renewal  applications and other instruments
to maintain in effect the  Trademark  Registrations  and the payment when due of
all  registration  renewal fees and other fees,  taxes and other  expenses  that
shall be incurred or that shall accrue with respect to any of the  Trademarks or
Trademark   Registrations.   Any  expenses  incurred  in  connection  with  such
applications and actions shall be borne by the Assignor.  The Assignor shall not
abandon  any  filed  trademark  registration   application,   or  any  Trademark
Registration or Trademark,  without the consent of the Bank, which consent shall
not be unreasonably withheld.

7.3.  Assignor's Enforcement Rights.

The Assignor  shall have the right and the duty to bring suit or other action in
the  Assignor's own name to maintain and enforce the  Trademarks,  the Trademark
Registrations  and the  Trademark  Rights.  The Assignor may require the Bank to
join in such suit or action as  necessary  to assure the  Assignor's  ability to
bring and  maintain any such suit or action in any proper forum if (but only if)
the Bank is completely  satisfied that such joinder will not subject the Bank to
any risk of liability.  The Assignor shall promptly, upon demand,  reimburse and
indemnify the Bank for all damages,  costs and expenses,  including  legal fees,
incurred by the Bank pursuant to this ss.7.3.

7.4.  Protection of Trademarks, etc.

In  general,  the  Assignor  shall  take  any and all  such  actions  (including
institution  and  maintenance  of  suits,  proceedings  or  actions)  as  may be
necessary or appropriate to properly maintain,  protect,  preserve, care for and
enforce the Pledged Trademarks.  The Assignor shall not take or fail to take any
action,  nor  permit  any  action to be taken or not  taken by others  under its
control,  that would adversely affect the validity,  grant or enforcement of the
Pledged Trademarks.

7.5.  Notification by Assignor.

Promptly upon obtaining knowledge thereof,  the Assignor will notify the Bank in
writing  of the  institution  of, or any final  adverse  determination  in,  any
proceeding  in the PTO or any similar  office or agency of the United  States or
any  foreign  country,  or  any  court,  regarding  the  validity  of any of the
Trademarks  or  Trademark  Registrations  or the  Assignor's  rights,  title  or
interests  in and to the  Pledged  Trademarks,  and of any  event  that  does or
reasonably  could  materially  adversely  affect the value of any of the Pledged
Trademarks,  the  ability of the  Assignor  or the Bank to dispose of any of the
Pledged  Trademarks  or the rights and remedies of the Bank in relation  thereto
(including  but not limited to the levy of any legal process  against any of the
Pledged Trademarks).

8.  REMEDIES.

Upon the occurrence and during the continuance of an Event of Default,  the Bank
shall  have,  in  addition  to all other  rights and  remedies  given it by this
Trademark Agreement (including,  without limitation, those set forth in ss.2.2),
the Credit Agreement and the other Loan Documents,  those allowed by law and the
rights and  remedies of a secured  party under the  Uniform  Commercial  Code as
enacted  in  the  Commonwealth  of  Massachusetts,  and,  without  limiting  the
generality  of the  foregoing,  the  Bank may  immediately,  without  demand  of
performance  and without other notice (except as set forth next below) or demand
whatsoever to the Assignor,  all of which are hereby expressly  waived,  sell or
license at public or private  sale or  otherwise  realize upon the whole or from
time to time  any  part of the  Pledged  Trademarks,  or any  interest  that the
Assignor  may have  therein,  and after  deducting  from the proceeds of sale or
other disposition of the Pledged Trademarks all expenses incurred by the Bank in
attempting  to  enforce  this  Trademark  Agreement  (including  all  reasonable
expenses for broker's fees and legal services),  shall apply the residue of such
proceeds  toward the payment of the  Obligations as set forth in or by reference
in the Credit Agreement. Notice of any sale, license or other disposition of the
Pledged  Trademarks shall be given to the Assignor at least five (5) days before
the time  that any  intended  public  sale or other  public  disposition  of the
Pledged  Trademarks  is to be made or  after  which  any  private  sale or other
private  disposition of the Pledged  Trademarks may be made,  which the Assignor
hereby agrees shall be reasonable notice of such public or private sale or other
disposition. At any such sale or other disposition,  the Bank may, to the extent
permitted under applicable law, purchase or license the whole or any part of the
Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

9. COLLATERAL PROTECTION.

If the Assignor shall fail to do any act that it has covenanted to do hereunder,
or if any  representation  or warranty of the Assignor  shall be  breached,  the
Bank,  in its own name or that of the  Assignor (in the sole  discretion  of the
Bank), may (but shall not be obligated to) do such act or remedy such breach (or
cause  such act to be done or such  breach  to be  remedied),  and the  Assignor
agrees  promptly to reimburse  the Bank for any cost or expense  incurred by the
Bank in so doing.

10.  POWER OF ATTORNEY.

If any Event of Default shall have occurred and be continuing, the Assignor does
hereby  make,  constitute  and appoint the Bank (and any officer or agent of the
Bank as the Bank may select in its exclusive  discretion) as the Assignor's true
and lawful attorney-in-fact,  with full power of substitution and with the power
to  endorse  the  Assignor's  name on all  applications,  documents,  papers and
instruments necessary for the Bank to use the Pledged Trademarks, or to grant or
issue any exclusive or nonexclusive  license of any of the Pledged Trademarks to
any  third  person,  or to take any and all  actions  necessary  for the Bank to
assign,  pledge,  convey or otherwise transfer title in or dispose of any of the
Pledged  Trademarks or any interest of the Assignor therein to any third person,
and, in general,  to execute and deliver any instruments or documents and do all
other acts that the  Assignor  is  obligated  to execute and do  hereunder.  The
Assignor hereby ratifies all that such attorney shall lawfully do or cause to be
done by virtue hereof and releases the Bank from any claims, liabilities, causes
of action or demands  arising out of or in  connection  with any action taken or
omitted to be taken by the Bank under this  power of  attorney  (except  for the
Bank's  gross  negligence  or willful  misconduct).  This power of  attorney  is
coupled  with an  interest  and shall be  irrevocable  for the  duration of this
Trademark Agreement.

11.  FURTHER ASSURANCES.

The Assignor shall, at any time and from time to time, and at its expense, make,
execute,   acknowledge  and  deliver,  and  file  and  record  as  necessary  or
appropriate with  governmental or regulatory  authorities,  agencies or offices,
such agreements,  assignments,  documents and instruments, and do such other and
further acts and things (including,  without  limitation,  obtaining consents of
third  parties),  as the Bank may  reasonably  request or as may be necessary or
appropriate in order to implement and effect fully the intentions,  purposes and
provisions of this Trademark Agreement, or to assure and confirm to the Bank the
grant,  perfection and priority of the Bank's  security  interest in the Pledged
Trademarks. 12. TERMINATION.

At such time as all of the  Obligations  have been finally paid and satisfied in
full,  this Trademark  Agreement  shall  terminate and the Bank shall,  upon the
written  request and at the expense of the Assignor,  execute and deliver to the
Assignor all deeds,  assignments  and other  instruments  as may be necessary or
proper to reassign and reconvey to and re-vest in the Assignor the entire right,
title and  interest  to the Pledged  Trademarks  previously  granted,  assigned,
transferred and conveyed to the Bank by the Assignor  pursuant to this Trademark
Agreement, as fully as if this Trademark Agreement had not been made.

13.  COURSE OF DEALING.

No course of dealing  between  the  Assignor  and the Bank,  nor any  failure to
exercise, nor any delay in exercising, on the part of the Bank, any right, power
or privilege hereunder or any other agreement shall operate as a waiver thereof;
nor shall any  single or  partial  exercise  of any  right,  power or  privilege
hereunder or thereunder  preclude any other or further  exercise  thereof or the
exercise of any other right, power or privilege.

14.  EXPENSES.

Any and all fees, costs and expenses, of whatever kind or nature,  including the
reasonable  attorneys' fees and expenses incurred by the Bank in connection with
the  preparation of this Trademark  Agreement and all other  documents  relating
hereto,  the  consummation  of  the  transactions  contemplated  hereby  or  the
enforcement  hereof,  the filing or recording of any  documents  (including  all
taxes in connection  therewith) in public  offices,  the payment or discharge of
any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise
  protecting,  maintaining or preserving the Pledged Trademarks, or in defending
or  prosecuting  any  actions or  proceedings  arising  out of or related to the
Pledged Trademarks, shall be borne and paid by the Assignor.

15.  OVERDUE AMOUNTS.

Until paid,  all amounts due and payable by the  Assignor  hereunder  shall be a
debt  secured by the Pledged  Trademarks  and other  Collateral  and shall bear,
whether before or after  judgment,  interest at the rate of interest for overdue
principal  set forth in the Credit  Agreement.  16. NO  ASSUMPTION OF LIABILITY;
INDEMNIFICATION.

NOTWITHSTANDING  ANYTHING TO THE CONTRARY  CONTAINED HEREIN, THE BANK ASSUMES NO
LIABILITIES  OF THE ASSIGNOR  WITH RESPECT TO ANY CLAIM OR CLAIMS  REGARDING THE
ASSIGNOR'S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED
 RIGHTS  ARISING  FROM,  ANY OF THE PLEDGED  TRADEMARKS  OR ANY USE,  LICENSE OR
SUBLICENSE  THEREOF,  WHETHER ARISING OUT OF ANY PAST,  CURRENT OR FUTURE EVENT,
CIRCUMSTANCE,  ACT OR OMISSION OR OTHERWISE.  ALL OF SUCH  LIABILITIES  SHALL BE
EXCLUSIVELY THE RESPONSIBILITY OF THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY
THE BANK FOR ANY AND ALL COSTS,  EXPENSES,  DAMAGES AND CLAIMS,  INCLUDING LEGAL
FEES, INCURRED BY THE BANK WITH RESPECT TO SUCH LIABILITIES.

17.  NOTICES.

All notices and other  communications  made or required to be given  pursuant to
this  Trademark  Agreement  shall be in writing and shall be  delivered in hand,
mailed by United  States  registered  or  certified  first-class  mail,  postage
prepaid,  or sent by telegraph,  telecopy or telex and confirmed by delivery via
courier or postal  service,  addressed as follows:  (a) if to the  Assignor,  at
Expert  Software,  Inc.,  800 Douglas Road,  Executive  Tower,  Suite 750, Coral
Gables, Florida 33134, Attention: President, or at such other address for notice
as the Assignor  shall last have  furnished in writing to the person  giving the
notice, with copies to Goodwin, Procter & Hoar LLP, Attention: John J. Egan III,
Esq.; and

(b)  if to the Bank, at The First National Bank of Boston,
SF-High Technology Division,  Attention: Joseph L. Massimo,
Vice President, or at such other address for notice as the
 Bank shall last have furnished in writing to the person giving the notice.  Any
such  notice  or demand  shall be deemed to have been duly  given or made and to
have become  effective (i) if delivered by hand to a responsible  officer of the
party to which  it is  directed,  at the  time of the  receipt  thereof  by such
officer,  (ii) if sent by  registered  or certified  first-class  mail,  postage
prepaid,  two (2) Business Days after the posting thereof,  and (iii) if sent by
telegraph, telecopy, or telex, at the time of the dispatch thereof, if in normal
business  hours in the  country  of  receipt,  or  otherwise  at the  opening of
business on the following Business Day. 18. AMENDMENT AND WAIVER.

This Trademark  Agreement is subject to modification only by a writing signed by
the Bank and the Assignor,  except as provided in ss.6.2.  The Bank shall not be
deemed to have waived any right hereunder unless such waiver shall be in writing
and signed by the Bank. A waiver on any one occasion shall not be construed as a
bar to or waiver of any right on any future occasion.

19.  GOVERNING LAW; CONSENT TO JURISDICTION.

THIS TRADEMARK  AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED  INSTRUMENT AND
SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE . The
Assignor  agrees that any suit for the  enforcement of this Trademark  Agreement
may be brought in the courts of the or any  federal  court  sitting  therein and
consents  to the  non-exclusive  jurisdiction  of such  court and to  service of
process  in any such suit being made upon the  Assignor  by mail at the  address
specified in ss.17.  The Assignor hereby waives any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient court. 20. WAIVER OF JURY TRIAL.

THE  ASSIGNOR  WAIVES ITS RIGHT TO A JURY  TRIAL  WITH  RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION  WITH THIS  TRADEMARK  AGREEMENT,
ANY RIGHTS OR  OBLIGATIONS  HEREUNDER OR THE  PERFORMANCE  OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Assignor waives any right which it
may have to claim or  recover in any  litigation  referred  to in the  preceding
sentence  any  special,  exemplary,  punitive  or  consequential  damages or any
damages  other  than,  or in addition  to,  actual  damages.  The  Assignor  (i)
certifies that neither the Bank nor any representative, agent or attorney of the
Bank has  represented,  expressly or otherwise,  that the Bank would not, in the
event  of  litigation,   seek  to  enforce  the  foregoing  waivers,   and  (ii)
acknowledges that the Bank is relying upon, among other things,  the waivers and
certifications contained in this ss.20. 21. MISCELLANEOUS.

The headings of each section of this  Trademark  Agreement  are for  convenience
only and  shall  not  define or limit the  provisions  thereof.  This  Trademark
Agreement  and all rights and  obligations  hereunder  shall be binding upon the
Assignor  and its  respective  successors  and  assigns,  and shall inure to the
benefit  of the  Bank  and its  successors  and  assigns.  In the  event  of any
irreconcilable  conflict between the provisions of this Trademark  Agreement and
the Credit Agreement, or between this Trademark Agreement, the provisions of the
Credit  Agreement,  as the  case  may be,  shall  control.  If any  term of this
Trademark Agreement shall be held to be invalid,  illegal or unenforceable,  the
validity of all other terms hereof shall in no way be affected thereby, and this
Trademark  Agreement  shall be construed and be  enforceable as if such invalid,
illegal  or  unenforceable  term  had not been  included  herein.  The  Assignor
acknowledges receipt of a copy of this Trademark Agreement.  IN WITNESS WHEREOF,
this  Trademark  Agreement  has been executed as of the day and year first above
written.

SWFTE INTERNATIONAL, LTD.


By:    /s/ Charles H. Murphy
Name:      Charles H. Murphy
Title:     Chief Financial Officer




By: /s/ Joseph L. Massimo
Joseph L. Massimo, Vice President




CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF            )
                                                )  ss.
COUNTY OF         )

Before me, the undersigned,  a Notary Public in and for the county aforesaid, on
this ______ day of September, 1996, personally appeared _____________________ to
me known personally,  and who, being by me duly sworn,  deposes and says that he
is  the  ____________________  of  SWFTE  International,  Ltd.,  and  that  said
instrument  was signed and sealed on behalf of said  corporation by authority of
its Board of  Directors,  and said  ______________________________  acknowledged
said instrument to be the free act and deed of said corporation.
------------------------------







Notary Public
My commission expires:


--SCHEDULE A




Trademark
or
Service MarkRegistrations --
United States
Patent and Trademark Office

Registration No.
Registration DateInteractive Sailing
[Suppl
emental Register]
1,937,600
11/21/95Interactive Sailing
(Logo)
[Supplemental
Register]
1,937,597
11/21/95SWFTE (Logo)1,907,1387/25/95Gettysburg An
Interactive Battle
Simulation (Logo)
1,883,679
3/14/95The Wire1,815,3741/4/94Typecase1,810,51512/14/93

Trademark
or
Service MarkPending Applications --
United
States Patent and Trademark Office

Serial No.
Filing Date
Outback
74/700,156
7/12/95Virtual La74/556,9488/3/94Pax
Americana74/388/3565/5/93 SWFTE Foreign Registered
Trademarks








Trademark/Service
MarkCountryReg. No.Registration
DateSWFTE (Logo)Germany2 041 0857/23/93TypecaseGermany2 039
9917/8/93TypecaseSwitzerland 40129310/2/92SWFTE
(Logo)Switzerland
4007609/22/92


--EXHIBIT 1

ASSIGNMENT OF TRADEMARKS AND SERVICE MARKS (U.S.)

WHEREAS,  SWFTE INTERNATIONAL,  LTD., a corporation organized and existing under
the  laws  of the  State  of  Delaware,  having  a  place  of  business  at (the
"Assignor"),  has adopted and used and is using the trademarks and service marks
(the  "Marks")  identified  on  the  Annex  hereto,  and  is  the  owner  of the
registrations  of and pending  registration  applications  for such Marks in the
United States Patent and Trademark Office identified on such Annex; and WHEREAS,
______________________,  a _______________________  organized and existing under
the  laws of the  State of  ________________,  having  a place  of  business  at
_____________________________  (the  "Assignee"),  is desirous of acquiring  the
Marks and the registrations thereof and registration applications therefor; NOW,
THEREFORE,  for good and  valuable  consideration,  receipt  of which is  hereby
acknowledged,  the  Assignor  does hereby  assign,  sell and  transfer  unto the
Assignee all right,  title and interest in and to the Marks,  together  with (i)
the  registrations  of and  registration  applications  for the Marks,  (ii) the
goodwill of the business  symbolized  by and  associated  with the Marks and the
registrations thereof, and (iii) the right to sue and recover for, and the right
to profits or damages due or accrued  arising out of or in connection  with, any
and all past, present or future infringements or dilution of or damage or injury
to the Marks or the registrations thereof or such associated goodwill.

This  Assignment of Trademarks and Service Marks (U.S.) is intended to and shall
take effect as a sealed  instrument at such time as the Assignee  shall complete
this instrument by inserting its name in the second  paragraph above and signing
its acceptance of this Assignment of Trademarks and Service Marks (U.S.) below.

IN WITNESS WHEREOF,  the Assignor,  by its duly authorized officer, has executed
this  assignment,  as an instrument under seal, on this ______ day of September,
1996. SWFTE INTERNATIONAL, LTD.



By:
Name:
Title:

The  foregoing  assignment  of the  Marks  and  the  registrations  thereof  and
registration  applications  therefor by the  Assignor to the  Assignee is hereby
accepted as of the ____ day of _________________, 199___.





By:
Name:
Title:


COMMONWEALTH OR STATE OF            )
                                                )  ss.
COUNTY OF         )

On  this  the  ____  day  of   ________________,   199__,   before  me  appeared
_________________________,   the  person  who  signed   this   instrument,   who
acknowledged that (s)he is the ____________________ of SWFTE International, Ltd.
and that being duly  authorized  (s)he signed such  instrument  as a free act on
behalf of SWFTE International, Ltd.

------------------------------
Notary Public







[Seal]
My commission expires:

--BOS-BUS:307580.1BOS-BUS:307580.1

MEMORANDUM OF GRANT OF SECURITY INTEREST IN COPYRIGHTS

MEMORANDUM  OF  GRANT  OF  SECURITY  INTEREST  IN  COPYRIGHTS  (this  "Copyright
Memorandum") dated as of September 17, 1996, between SWFTE INTERNATIONAL,  LTD.,
a Delaware  corporation  having its  principal  place of business at 800 Douglas
Road, Executive Tower, Suite 750, Coral Gables,  Florida 33134 (the "Assignor"),
and THE FIRST NATIONAL BANK OF BOSTON, a national banking  association having an
office at 100 Federal Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Expert Software,  Inc. (the "Company") has entered into a Revolving
Credit Agreement dated as of May 31, 1996 (as amended and in effect from time to
time,  the  "Credit  Agreement"),  with the  Bank,  pursuant  to which the Bank,
subject to the terms and conditions  contained therein,  is to make loans to the
Company;

WHEREAS,  the  Company  and the  Assignor  are  members  of a group  of  related
corporations,  the  success  of any one of  which  is  dependent  in part on the
success of the other members of such group; and

WHEREAS,  it is a condition  precedent to the Bank's  willingness to continue to
make loans to the Company under the Credit  Agreement that the Assignor  execute
and  deliver to the Bank,  a  copyright  memorandum  in  substantially  the form
hereof.

NOW THEREFORE,  in consideration of the premises  contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the Assignor hereby grants to the Bank and notice is hereby given
that the Assignor has granted to the Bank a first priority  security interest in
(i) the copyrights and all other rights in and to the works identified in Part I
of Exhibit A attached hereto (the "Registered Copyrights"),  (ii) the copyrights
and all other rights in and to the copyrighted or copyrightable works identified
in Part II of  Exhibit A attached  hereto,  (iii) the  copyrights  and all other
rights in and to all other  copyrighted or  copyrightable  works of the Assignor
now or  hereafter  existing or now owned or hereafter  acquired,  whether or not
identified by a title and/or United States Copyright Office registration number,
whether  or not  identified  on Exhibit A attached  hereto,  and  whether or not
registered with the United States Copyright  Office,  and (iv) all proceeds from
the  sale,  exchange,  license,  lease  or  other  transfer  or  disposition  or
collection  of any of the  foregoing  (in  whole or in part) or of any  right or
interest therein,  and all proceeds or other value received and attributable (in
whole or in part) to the  ownership,  possession  or use of any of the foregoing
(including without limitation any amounts recovered or recoverable on account of
any  infringement or  misappropriation  thereof),  all to secure the payment and
performance  in  full  of all of  the  Obligations  (as  defined  in the  Credit
Agreement).  If the Assignor shall obtain any right, title, or interest in or to
any other or new copyrights,  the provisions of this Copyright  Memorandum shall
automatically  apply  thereto  and the  Assignor  shall (i)  provide to the Bank
within the ten (10) days of filing for  registration  any additional  copyrights
with the United States Copyright Office, a list of the copyrights so filed, (ii)
provide to the Bank  within  ninety  (90) days of the date of each  filing,  the
title,  copyright number and date of registration of each copyright registration
so  filed,  and  (iii)  execute  and  deliver  to the  Bank  such  documents  or
instruments as the Bank may reasonably request further to implement, preserve or
evidence the Bank's interest therein.

The Assignor  hereby  further  authorizes  the Bank (i) to modify this Copyright
Memorandum,  without  the  necessity  of  the  Assignor's  further  approval  or
signature, by amending Exhibit A hereto to include any other copyrights or other
rights in and to the  copyrighted or  copyrightable  works in which the Assignor
now has or  hereafter  acquires any right,  title or interest,  and (ii) to take
such further  actions as may be necessary or  appropriate  to obtain and perfect
the  Bank's  security  interest  in any such  right,  title or  interest  of the
Assignor  (including  but not limited to recording  any such  amended  Copyright
Memorandum with the United States Copyright  Office).  IN WITNESS WHEREOF,  this
Copyright Memorandum has been executed as an instrument under seal as of the day
and year first above written.

SWFTE INTERNATIONAL, LTD.



By:   /s/ Charles H. Murphy
Title:    Chief Financial Officer

THE FIRST NATIONAL BANK OF BOSTON



By: /s/ Joseph L. Massimo
Joseph L. Massimo, Vice President




CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF            )
      )  ss.
COUNTY OF         )

Before me, the undersigned,  a Notary Public in and for the county aforesaid, on
this ______ day of September,  1996, personally appeared  ______________________
to me known personally,  and who, being by me duly sworn,  deposes and says that
he is the  ____________________  of SWFTE  International,  Ltd.,  and that  said
instrument  was signed and sealed on behalf of said  corporation by authority of
its  Board  of  Directors,  and  said  ____________________   acknowledged  said
instrument to be the free act and deed of said corporation.


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







Notary Public
My commission expires:

--EXHIBIT A

COPYRIGHTS



Part I
Copyrights Registered with U.S. Copyright Office
Copyright RegistrationTitle
NumberDateGettysburg (CD-ROM) (Jointly
Filed With Turner Publishing)
PA 720-155
12/19/94Bicycle    Bridge    (WIN)TX    399377412/6/94Bicycle    Poker   (DOS)TX
399377312/6/94Bicycle  Poker  (WIN)TX  393820812/6/94Bicycle  Solitaire  (DOS)TX
399377512/6/94Bicycle Solitaire (WIN)TX 393820712/6/94Brain Quest (Grades 4-7)TX
400884112/6/94Brain Quest (Grade 3)TX 400883912/6/94Brain Quest (Grades 1 & 2)TX
400884012/6/94Crayons   Coloring   BookTX   393822212/6/94Interactive    Sailing
(CD-ROM)TX  401722212/6/94Interactive  Field  Guide to  Birds  of North  America
(CD-ROM) TX 4017221  11/7/94Archibald's  Guide to the Mysteries of Ancient Egypt
(CD-ROM) TX 3908448  10/19/94Archibald's Guide to the Wonders of World Geography
(CD-ROM) PA 726-182 10/19/94Gettysburg (CD-ROM source code)TX 406177710/19/94The
Big OneTX  35852819/29/94The  Wire 3.0TX  38489779/29/94Bicycle  Bridge  (DOS)TX
38989098/1/94Bicycle  Cribbage  (DOS)TX  39523347/11/94Bicycle  Cribbage (WIN)TX
39523357/11/94CalendarTX   37054541/7/94New   York  Times  Crosswords  PuzzlesTX
37054561/7/94The  WireTX  37013701/6/94LetterheadTX   375288911/3/93GettysburgTX
370080910/14/93 Part II


Copyrights Not Registered

TitleArchibald's  Guide to the  Mysteries of Ancient  Egypt  (CD-ROM)Archibald's
Guide  to  the  Wonders  of  World  Geography  (CD-ROM)Bicycle   BaccaratBicycle
BlackjackBicycle   Bridge   (DOS)Bicycle   Bridge   (WIN)Bicycle   CasinoBicycle
ClassicsBicycle  CribbageBicycle  GinBicycle  Hearts and  SpadesBicycle  Holiday
CollectionBicycle  Poker (DOS)Bicycle Poker (WIN)Bicycle  Solitaire (DOS)Bicycle
Solitaire (WIN)Bicycles PinochleBook of TellsBrain Quest Grades (1-7)Brain Quest
Multimediate  CD-ROMs  (Preschool,  Kindergarten and Grades  1-7)CalendarCrayons
Coloring  BookDisk  PoliceGettysburg   Interactive  Battle  SimulationGettysburg
Multimedia Battle Simulation  (CD-ROM)Interactive  Field Guide to Birds of North
America  (CD-ROM)Interactive Sailing (CD-ROM)Letterhead New York Times Crossword
PuzzlesPixel PuzzelThe Big OneThe Multimedia Bird BookThe Multimedia Bug BookThe
WireThe Wire  3:0Typecase  2001Typecase,  Typecase II & Typecase  IIIUnderground
CD-ROM     Handbook     for    the    SAT    (Joint     With     WPC)Wack-a-Mole
--BOS-BUS:320958.4BOS-BUS:320958.4

EXPERT SOFTWARE, INC.

SECOND AMENDMENT
to
REVOLVING CREDIT AGREEMENT




      This SECOND AMENDMENT (this "Amendment"),  dated as of September 30, 1996,
is between Expert Software, Inc. (the "Borrower") and The First National Bank of
Boston (the "Bank").
      WHEREAS,  the Borrower and the Bank are parties to that certain  Revolving
Credit  Agreement,  dated as of May 31, 1996 (as amended by the First Amendment,
dated as of June 30, 1996, the "Credit Agreement"),  pursuant to which the Bank,
upon certain terms and conditions, has made loans to the Borrower; and

      WHEREAS,  the Borrower had requested that the Bank agree, and the Bank has
agreed,  on the terms and subject to the  conditions  set forth herein,  to make
certain changes to the Credit Agreement;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      ss.1.   Defined Terms.  Capitalized terms which are used
herein without  definition and which are defined in the Credit  Agreement  shall
have the same meanings herein as in the Credit Agreement.

      ss.2.  Amendment  of Credit  Agreement.  The  Credit  Agreement  is hereby
amended as follows:  (a) The definition of Base Rate Margin contained in ss.1 of
the Credit  Agreement is amended by deleting such definition and restating it in
its entirety as follows:  Base Rate Margin. (i) From and after October 17, 1996,
one and one-half percent (1.5%), and (ii) from and after March 31, 1997, two and
one-half percent (2.5%); provided,  however, after January 1, 1997, in the event
that the Borrower shall reduce the  outstanding  amount of the Loans to zero for
any period of sixty (60) consecutive days, the Base Rate Margin shall (a) remain
at one and one-half percent (1.5%) from and after March 31, 1997 if such sixty
 (60) day period shall end prior to March 31, 1997, or (b) be reduced to one and
one-half  percent (1.5%) if such sixty day period shall end following  March 31,
1997.

(b) Section 2 of the Credit  Agreement  is amended by adding the  following  new
ss.2.6 to such ss.2:

ss.2.6  Depository Arrangements.

      ss.2.6.1.  Notification of Account Debtors.  The Borrower will, as soon as
practicable,  but in any event prior to November  30,  1996,  direct its account
debtors (and after such date each new account debtor) with respect to all of its
  Accounts,  chattel paper and general  intangibles  and obligors on instruments
for which the  Borrower is an obligee  pursuant to a statement on the invoice of
the  Borrower  delivered  to such  account  debtors  and  obligors  in form  and
substance  satisfactory to the Bank that all payments on or with respect to such
Accounts, chattel paper, general intangibles or instruments due or to become due
to the  Borrower  are to be made  directly to the  Borrower's  deposit  account,
account number 55164696 maintained with the Bank (the "Lock Box Account"). If an
Event of Default shall have  occurred and be  continuing,  without  notice to or
demand  upon the  Borrower,  the Bank may itself so direct  account  debtors and
obligors.

      ss.2.6.2.  Payments Received by the Borrower. In the event that, prior to,
and  notwithstanding  the  issuance  of,  such  statement  on any invoice of the
Borrower and  compliance by the Borrower with the  provisions of ss.2.6.1.,  the
Borrower receives any cash, checks, or other payments or proceeds of collateral,
the Borrower  shall,  immediately  upon receipt  thereof,  in the identical form
received,  cause such cash,  checks and other payments and proceeds  (except for
any endorsements thereon which may be required by the Bank), to be paid directly
into the Lock Box Account.  Prior to payment into the Lock Box Account, all such
items shall be held in trust by the Borrower for the benefit of the Bank.

      ss.2.6.3.  Application  of  Proceeds.  The Bank shall,  at the end of each
Business  Day (or such later  date as the Bank  determines  that good  collected
funds will be  received  by the Bank),  and on a  provisional  basis until final
receipt of good collected funds,  apply all such cash, checks and other payments
and proceeds which were deposited to the Lock Box Account as follows:

      (a)   first, to pay amounts due and payable under the
Loans or any of  the Loan Documents;

      (b)   second, to reduce the Loans; and

      (c) third,  so long as no payment  Default or Event of Default  shall have
occurred and be continuing,  any remaining  funds shall be made available by the
Bank to the Borrower in the Borrower's  deposit account.  The Borrower shall not
have  any  right  to  withdraw  amounts  in the Lock  Box  Account.  Subject  to
satisfaction of the conditions set forth in ss.6,  amounts  prepaid  pursuant to
clause (b) above may be reborrowed.  For purposes of the foregoing provisions of
this  ss.2.6,  the Bank  shall  not be  deemed  to have  received  any such cash
proceeds on any day unless  received by the Bank before 3:00 p.m.  (Boston time)
on such  day.  The  Borrower  further  acknowledges  and  agrees  that  any such
provisional  credit by the Bank shall be subject to reversal if final collection
in good  collected  funds of the  related  item is not  received  by the Bank in
accordance  with the Bank's  customary  procedures  and practices for collecting
provisional items

ss.2.6.4.  Payment of Fees, Costs, and Expenses;  Indemnification.  The Borrower
agrees to pay the Bank any and all normal and customary fees, costs and expenses
which  the Bank  incurs in  connection  with the Bank  maintaining  the Lock Box
Account and  depositing  for  collection  by the Bank any check or other item of
payment. Absent gross negligence or willful misconduct by the Bank, the Borrower
agrees to indemnify  the Bank and to hold the Bank harmless from and against any
loss, cost or expense sustained or incurred by the Bank on account of any claims
arising in connection with the Bank's operation of the Lock Box Account

      (c)   Section 7.3 of the Credit Agreement is amended
by:
(i)   deleting the proviso at the end of clause (a)
contained in such ss.7.3 and restating it  in its entirety as
follows:

; provided  that (i) other than the third fiscal  quarter of 1996, a net loss as
at the end of any single  fiscal  quarter  shall not exceed ten percent (10%) of
Consolidated Tangible Net Worth as at the end of such fiscal quarter, (ii) a net
loss during the third fiscal  quarter of 1996 shall not exceed  $3,500,000,  and
(iii) a net loss during the Borrower's  second and third fiscal quarters of 1996
shall  not  constitute  an  Event  of  Default  so  long as the  Borrower  is in
compliance with the immediately  preceding clauses (i) and (ii) as at the end of
such third fiscal quarter.

(ii)  deleting  the ratio "0.8 to 1"  contained in clause (b) of such ss.7.3 and
substituting the ratio "0.95 to 1" therefor.

(d) Notwithstanding the definitions of LIBOR Business Day, LIBOR Lending Office,
LIBOR  Rate,  LIBOR Rate Loans and LIBOR Rate  Margin  contained  in ss.1 of the
Credit Agreement and the provisions of the Credit Agreement  applicable thereto,
from and after October 17, 1996,  no LIBOR Rate Loans will be made  available to
the Borrower.

      ss.3.   Conditions to Effectiveness.  This Amendment
shall not become effective until the Bank  shall have
received from the Borrower:

      (a)   This Second Amendment executed by the Borrower;
and
      (b)   Payment of an amendment fee in the amount of
$5,000.

      ss.4.  Affirmation and Acknowledgment of the Borrower. The Borrower hereby
ratifies and confirms all of its  Obligations  to the Bank,  including,  without
limitation  the  Loans,  and  the  Borrower  hereby  affirms  its  absolute  and
unconditional  promise  to pay to the Bank the Loans and all other  amounts  due
under the Credit Agreement as amended hereby.

      ss.5.   Representations and Warranties.  The Borrower
hereby represents and warrants to the  Bank as follows:

      (a) The execution  and delivery by the Borrower of this  Amendment and the
performance  by the  Borrower  of its  obligations  and  agreements  under  this
Amendment and the Credit  Agreement as amended hereby,  are within the corporate
authority of the  Borrower,  have been  authorized  by all  necessary  corporate
proceedings  on behalf of the Borrower,  and do not and will not  contravene any
provision of law or any of the Borrower's charter,  other incorporation  papers,
by-laws or any stock  provision or any  amendment  thereof or of any  indenture,
agreement, instrument or undertaking binding upon the Borrower;

      (b) This Amendment and the Credit  Agreement as amended hereby  constitute
legal, valid and binding obligations of the Borrower,  enforceable in accordance
with  their  respective  terms,  except as limited  by  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws  relating to or affecting  generally
the enforcement of creditors' rights;

      (c)   No approval or consent of, or filing with, any
governmental agency or authority is  required to make valid
and legally  binding the  execution,  delivery or performance by the Borrower of
this Amendment or the Credit Agreement as amended hereby, or the consummation by
the  Borrower  of the  transactions  among the parties  contemplated  hereby and
thereby or referred to herein;

      (d) The  representations  and  warranties  contained in ss.4 of the Credit
Agreement were correct at and as of the date made. Except to the extent that the
facts upon which such  representations and warranties were based have changed in
the  ordinary  course  of  business  (which  changes,  either  singly  or in the
aggregate,  have not been  materially  adverse) and after  giving  effect to the
provisions hereof,  such  representations and warranties also are correct at and
as of the date hereof; and

      (e) The Borrower has performed and complied in all material  respects with
all terms and conditions  herein required to be performed or complied with by it
prior to or at the time hereof,  and as of the date hereof,  after giving effect
to the provisions hereof, there exists no Event of Default or Default.

      ss.6.   Miscellaneous Provisions.  (a) Except as
otherwise expressly provided by this  Amendment, all of the
terms, conditions and provisions of the Credit Agreement
shall remain the  same.  It is declared and agreed by each
of the parties hereto that the Credit Agreement, as amended
 hereby,  shall  continue in full force and effect,  and that this Amendment and
the Credit Agreement shall be read and construed as one instrument;

      (b)   THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN
AGREEMENT UNDER  SEAL AND SHALL BE CONSTRUED ACCORDING TO
AND GOVERNED BY THE LAWS OF THE  COMMONWEALTH OF
MASSACHUSETTS;

      (c) This Amendment may be executed in any number of counterparts,  but all
such counterparts shall together constitute but one instrument.  In making proof
of this  Amendment it shall not be necessary to produce or account for more than
one  counterpart  signed by each party hereto by and against  which  enforcement
hereof is sought; and

      (d) Pursuant to ss.11 of the Credit Agreement,  the Borrower hereby agrees
to pay to the Bank, on demand by the Bank,  all reasonable  out-of-pocket  costs
and  expenses  incurred  or  sustained  by  the  Bank  in  connection  with  the
preparation of this Amendment (including reasonable legal fees).
      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the date first written above.

                                    EXPERT SOFTWARE, INC.


                                       By: /s/ Charles H. Murphy
                                       Name:   Charles H. Murphy
                                       Title:  Chief Financial Officer

                                    THE FIRST NATIONAL BANK
                                    OF BOSTON


                                       By:/s/ Joseph L. Massimo
                                              Joseph L. Massimo
                                              Vice President

--BOS-BUS:306966.2BOS-BUS:306966.2STOCK PLEDGE AGREEMENT




This STOCK PLEDGE  AGREEMENT is made as of September  17, 1996, by and between ,
(the "Company"), and , (the "Bank").

WHEREAS, the Company is the direct or indirect legal and beneficial owner of all
of the issued and outstanding  shares of each class of the capital stock of each
of the corporations described on Annex A (the "Subsidiaries"); and

WHEREAS,  the Company has entered into a dated as of May 31,  1996,  (as amended
and in  effect  from  time to time,  the  "Credit  Agreement"),  with the  Bank,
pursuant  to which the Bank,  subject  to the  terms  and  conditions  contained
therein, is to make loans or otherwise to extend credit to the Company; and

WHEREAS,  it is a condition  precedent to the Bank making any loans or otherwise
to extend  credit to the  Company  under the Credit  Agreement  that the Company
execute and deliver to the Bank a pledge  agreement  in  substantially  the form
hereof; and WHEREAS,  the Company wishes to grant pledges and security interests
in favor of the Bank as herein provided;

NOW, THEREFORE,  in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  Pledge of Stock, etc.

1.1.  Pledge of Stock.

The Company hereby pledges, assigns, grants a security interest in, and delivers
to the Bank,  all of the shares of capital  stock of the  Subsidiaries  of every
class, as more fully described on Annex A hereto, to be held by the Bank subject
to the terms and conditions  hereinafter set forth.  The  certificates  for such
shares,  accompanied  by  stock  powers  or  other  appropriate  instruments  of
assignment thereof duly executed in blank by the Company, have been delivered to
the Bank.

1.2.  Additional Stock.

In case the Company shall acquire any additional  shares of the capital stock of
any Subsidiary or corporation  which is the successor of any Subsidiary,  or any
securities  exchangeable for or convertible into shares of such capital stock of
any  class of any  Subsidiary,  by  purchase,  stock  dividend,  stock  split or
otherwise, then the Company shall forthwith deliver to and pledge such shares or
other  securities to the Bank under this Agreement and shall deliver to the Bank
forthwith  any  certificates  therefor,  accompanied  by stock  powers  or other
appropriate instruments of assignment duly executed in blank by the Company. The
Company  agrees  that the Bank may from time to time attach as Annex A hereto an
updated list of the shares of capital  stock or  securities  at the time pledged
with the Bank hereunder.

1.3.  Pledge of Cash Collateral Account.

The Company also hereby  pledges,  assigns,  grants a security  interest in, and
delivers to the Bank, the Cash Collateral Account and all of the Cash Collateral
as such terms are hereinafter defined.

2.  Definitions.

The term  "Obligations"  and all other  capitalized  terms used  herein  without
definition shall have the respective  meanings  provided  therefor in the Credit
Agreement.  Terms  used  herein  and not  defined  in the  Credit  Agreement  or
otherwise  defined herein that are defined in the Uniform  Commercial  Code have
such  defined  meanings  herein,  unless  the  context  otherwise  indicated  or
requires, and the following terms shall have the following meanings:


Cash Collateral.  See ss.4.

Cash Collateral Account.  See ss.4.

Stock.  Includes the shares of stock described in Annex A
attached hereto and any additional  shares of stock at the
time pledged with the Bank hereunder.
Stock  Collateral.  The  property  at any time  pledged  to the  Bank  hereunder
(whether  described herein or not) and all income  therefrom,  increases therein
and  proceeds  thereof,  including  without  limitation  that  included  in Cash
Collateral but excluding from the definition of "Stock  Collateral"  any income,
increases or proceeds received by the Company to the extent expressly  permitted
by ss.6.

Time Deposits.  See ss.4.

3.  Security for Obligations.

This Agreement and the security  interest in and pledge of the Stock  Collateral
hereunder  are made with and granted to the Bank as security for the payment and
performance in full of all the Obligations.

4.  Liquidation, Recapitalization, etc.

4.1.  Distributions Paid to Bank.

Any sums or other  property paid or  distributed  upon or with respect to any of
the  Stock,  whether  by  dividend  or  redemption  or upon the  liquidation  or
dissolution  of the issuer  thereof or otherwise,  shall,  except to the limited
extent  provided in ss.6,  be paid over and  delivered to the Bank to be held by
the Bank as  security  for the  payment  and  performance  in full of all of the
Obligations.  In case,  pursuant to the  recapitalization or reclassification of
the capital of the issuer thereof or pursuant to the reorganization thereof, any
distribution  of  capital  shall be made on or in respect of any of the Stock or
any  property  shall be  distributed  upon or with  respect to any of the Stock,
except to the limited extent provided in ss.6 the property so distributed  shall
be  delivered  to the  Bank to be held by it as  security  for the  Obligations.
Except to the limited  extent  provided in ss.6,  all sums of money and property
paid or distributed in respect of the Stock,  whether as a dividend or upon such
a liquidation,  dissolution,  recapitalization or reclassification or otherwise,
that are received by the Company shall,  until paid or delivered to the Bank, be
held in trust for the Bank as security for the payment and  performance  in full
of all of the Obligations. 4.2. Cash Collateral Account.

All sums of money that are  delivered to the Bank pursuant to this ss.4 shall be
deposited into an interest  bearing account with the Bank (the "Cash  Collateral
Account").  Some or all of the funds  from  time to time in the Cash  Collateral
Account  may be  invested  in  time  deposits,  including,  without  limitation,
certificates  of  deposit  issued by the Bank (such  certificates  of deposit or
other time  deposits  being  hereinafter  referred  to,  collectively,  as "Time
Deposits"),  that are  satisfactory  to the  Bank  after  consultation  with the
Company,  provided,  that, in each such case,  arrangements  satisfactory to the
Bank are made and are in place to perfect  and to ensure the first  priority  of
the Bank's  security  interest  therein.  Interest earned on the Cash Collateral
Account and on the Time  Deposits,  and the  principal  of the Time  Deposits at
maturity  that is not invested in new Time  Deposits,  shall be deposited in the
Cash Collateral Account. The Cash Collateral Account, all sums from time to time
standing  to the  credit  of the  Cash  Collateral  Account,  any and  all  Time
Deposits, any and all instruments or other writings evidencing Time Deposits and
any and all  proceeds or any thereof  are  hereinafter  referred to as the "Cash
Collateral."

4.3.  Company's Rights to Cash Collateral, etc.

Except as otherwise expressly provided in ss.15, the Company shall have no right
to withdraw sums from the Cash  Collateral  Account,  to receive any of the Cash
Collateral  or to  require  the Bank to part with the Bank's  possession  of any
instruments  or other  writings  evidencing  any Time  Deposits.  5. Warranty of
Title; Authority.

The Company hereby represents and warrants that: (i) the Company has valid title
to, and is the sole record and beneficial owner of, the Stock described in ss.1,
subject to no pledges, liens, security interests, charges, options, restrictions
or other  encumbrances  except the pledge and security  interest created by this
Agreement, (ii) all of the Stock described in ss.1 is validly issued, fully paid
and non-assessable,  (iii) the Company has full power, authority and legal right
to execute,  deliver and perform its  obligations  under this  Agreement  and to
pledge and grant a security interest in all of the Stock Collateral  pursuant to
this  Agreement,  and the  execution,  delivery and  performance  hereof and the
pledge of and granting of a security interest in the Stock Collateral  hereunder
have been duly authorized by all necessary  corporate or other action and do not
contravene any law, rule or regulation or any provision of the Company's charter
documents or by-laws or of any  judgment,  decree or order of any tribunal or of
any  agreement or  instrument  to which the Company is a party or by which it or
any of its property is bound or affected or constitute a default thereunder, and
(iv) the  information set forth in Annex A hereto relating to the Stock is true,
correct and complete in all respects.  The Company covenants that it will defend
the Bank's rights and security interest in such Stock against the claims and
 demands of all persons  whomsoever.  The Company further covenants that it will
have the like title to and right to pledge and grant a security  interest in the
Stock Collateral hereafter pledged or in which a security interest is granted to
the Bank hereunder and will likewise
 defend the Bank's rights, pledge and security interest
thereof and therein.

6.  Dividends, Voting, etc., Prior to Maturity.

So long as no Default or Event of Default shall have occurred and be continuing,
the Company shall be entitled to receive all cash  dividends  paid in respect of
the Stock, to vote the Stock and to give consents,  waivers and ratifications in
respect of the Stock;  provided,  however, that no vote shall be cast or consent
waiver or  ratification  given by the Company if the effect thereof would impair
any of the Stock  Collateral or be inconsistent  with or result in any violation
of any of the provisions of the Credit  Agreement,  the Note or any of the other
Loan  Documents.  All such rights of the Company to receive cash dividends shall
cease in case an Event of Default  shall have  occurred and be  continuing.  All
such rights of the Company to vote and give consents,  waivers and ratifications
with respect to the Stock shall, at the Bank's option as evidenced by the Bank's
notifying the Company of such election,  cease in case an Event of Default shall
have occurred and be continuing.

7.  Remedies.

7.1.  In General.

If an Event of Default  shall have  occurred and be  continuing,  the Bank shall
thereafter  have the following  rights and remedies (to the extent  permitted by
applicable  law) in addition to the rights and remedies of a secured party under
the , all  such  rights  and  remedies  being  cumulative,  not  exclusive,  and
enforceable alternatively,  successively or concurrently,  at such time or times
as the Bank deems expedient:  (a) if the Bank so elects and gives notice of such
election  to the  Company,  the Bank may vote  any or all  shares  of the  Stock
(whether or not the same shall have been  transferred  into its name or the name
of  its  nominee  or  nominees)  for  any  lawful  purpose,  including,  without
limitation,  if the Bank so  elects,  for the  liquidation  of the assets of the
issuer thereof,  and give all consents,  waivers and ratifications in respect of
the Stock and otherwise act with respect  thereto as though it were the outright
owner thereof (the Company hereby  irrevocably  constituting  and appointing the
Bank  the  proxy  and  attorney-in-fact  of the  Company,  with  full  power  of
substitution, to do so);

(b) the Bank may demand,  sue for,  collect or make any compromise or settlement
the Bank deems  suitable  in respect of any Stock  Collateral;  (c) the Bank may
sell,  resell,  assign and deliver,  or  otherwise  dispose of any or all of the
Stock  Collateral,  for cash or credit or both and upon such terms at such place
or places,  at such time or times and to such  entities or other  persons as the
Bank thinks expedient,  all without demand for performance by the Company or any
notice or advertisement whatsoever except as expressly provided herein or as may
otherwise be required by law;

(d)  the Bank may cause all or any part of the Stock held
by it to be transferred  into its name or the name of its
nominee or nominees; and

(e) the Bank may set off against the Obligations any and all sums deposited with
it or held by it, including without limitation,  any sums standing to the credit
of the Cash Collateral Account and any Time Deposits issued by the Bank.

7.2.  Sale of Stock Collateral.

In the event of any  disposition  of the Stock  Collateral as provided in clause
(c) of ss.7.1,  the Bank shall give to the Company at least five  Business  Days
prior  written  notice  of the time and  place of any  public  sale of the Stock
Collateral  or of the time after  which any private  sale or any other  intended
disposition is to be made. The Company  hereby  acknowledges  that five Business
Days prior written notice of such sale or sales shall be reasonable  notice. The
Bank may  enforce  its rights  hereunder  without  any other  notice and without
compliance  with any other  condition  precedent  now or  hereunder  imposed  by
statute,  rule of law or otherwise (all of which are hereby  expressly waived by
the Company,  to the fullest extent permitted by law). The Bank may buy any part
or all of the Stock  Collateral at any public sale and if any part or all of the
Stock Collateral is of a type  customarily sold in a recognized  market or is of
the type which is the subject of  widely-distributed  standard price quotations,
the Bank may buy at private sale and may make payments thereof by any means. The
Bank  may  apply  the cash  proceeds  actually  received  from any sale or other
disposition to the reasonable expenses of retaking, holding, preparing for sale,
selling  and the like,  to  reasonable  attorneys'  fees,  travel  and all other
expenses  which  may be  incurred  by the  Bank in  attempting  to  collect  the
Obligations or to enforce this Agreement or in the prosecution or defense of any
action or proceeding  related to the subject matter of this Agreement,  and then
to the  Obligations  in the order set forth in such order or  preference  as the
Bank may determine  after proper  allowance for  Obligations  not then due. Only
after such applications, and after payment by the Bank of any amount required by
ss.9-504(1)(c) of the , need the Bank account to the Company for any surplus.

7.3.  Private Sales.

The  Company  recognizes  that the Bank may be unable to effect a public sale of
the Stock by reason of certain  prohibitions  contained in the  Securities  Act,
federal banking laws, and other  applicable laws, but may be compelled to resort
to one or more private sales thereof to a restricted  group of  purchasers.  The
Company agrees that any such private sales may be at prices and other terms less
favorable to the seller than if sold at public sales and that such private sales
shall not by reason  thereof be deemed  not to have been made in a  commercially
reasonable  manner. The Bank shall be under no obligation to delay a sale of any
of the  Stock for the  period of time  necessary  to permit  the  issuer of such
securities to register such securities for public sale under the Securities Act,
or such other federal banking or other applicable laws, even if the issuer would
agree to do so. Subject to the  foregoing,  the Bank agrees that any sale of the
Stock shall be made in a commercially  reasonable manner, and the Company agrees
to use its best efforts to cause the issuer or issuers of the Stock contemplated
to be sold, to execute and deliver, and cause the directors and officers of such
issuer  to  execute  and  deliver,  all  at  the  Company's  expense,  all  such
instruments and documents, and to do or cause to be done all such other acts and
things as may be necessary or, in the reasonable opinion of the Bank,  advisable
to exempt such Stock from  registration  under the  provisions of the Securities
Act, and to make all amendments to such  instruments and documents which, in the
opinion of the Bank,  are  necessary or advisable,  all in  conformity  with the
requirements  of the  Securities  Act  and  the  rules  and  regulations  of the
Securities  and Exchange  Commission  applicable  thereto.  The Company  further
agrees to use its best  efforts to cause such  issuer or issuers to comply  with
the  provisions of the securities or "Blue Sky" laws of any  jurisdiction  which
the Bank shall designate. 7.4. Company's Agreements, etc.

The  Company  further  agrees to do or cause to be done all such  other acts and
things as may be reasonably necessary to make any sales of any portion or all of
the Stock pursuant to this ss.7 valid and binding and in compliance with any and
all applicable  laws  (including,  without  limitation,  the Securities Act, the
rules and  regulations  of the  Securities  and Exchange  Commission  applicable
thereto and all applicable  state  securities or "Blue Sky" laws),  regulations,
orders, writs, injunctions, decrees or awards of any and all courts, arbitrators
or governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at the Company's expense. The Company further agrees
that a  breach  of any of the  covenants  contained  in  this  ss.7  will  cause
irreparable  injury to the Bank,  that the Bank has no adequate remedy at law in
respect  of such  breach  and,  as a  consequence,  agrees  that  each and every
covenant  contained in this ss.7 shall be specifically  enforceable  against the
Company  and the  Company  hereby  waives and agrees not to assert any  defenses
against an action for specific performance of such covenants.

8.  Marshalling.

The Bank shall not be required to marshal  any  present or future  security  for
(including but not limited to this Agreement and the Stock Collateral), or other
assurances of payment of, the  Obligations  or any of them, or to resort to such
security or other  assurances  of payment in any  particular  order.  All of the
Bank's rights  hereunder and in respect of such security and other assurances of
payment  shall be  cumulative  and in  addition  to all  other  rights,  however
existing or arising.  To the extent that it  lawfully  may,  the Company  hereby
agrees that it will not invoke any law relating to the marshalling of collateral
that might cause delay in or impede the  enforcement  of the Bank's rights under
this Agreement or under any other  instrument  evidencing any of the Obligations
or under  which any of the  Obligations  is  outstanding  or by which any of the
Obligations  is secured or payment  thereof  is  otherwise  assured,  and to the
extent that it lawfully may the Company hereby  irrevocably  waives the benefits
of all such laws.

9.  Company's Obligations Not Affected.

The  obligations of the Company  hereunder shall remain in full force and effect
without regard to, and shall not be impaired by (i) any exercise or nonexercise,
or any waiver, by the Bank of any right,  remedy, power or privilege under or in
respect  of any of the  Obligations  or any  security  thereof  (including  this
Agreement);  (ii) any amendment to or modification of the Credit Agreement,  the
Note, the other Loan Documents or any of the Obligations; (iii) any amendment to
or  modification of any instrument  (other than this Agreement)  securing any of
the Obligations,  including,  without limitation, any of the Security Documents;
or (iv) the  taking of  additional  security  for,  or any other  assurances  of
payment of, any of the Obligations or the release or discharge or termination of
any  security  or other  assurances  of  payment or  performance  for any of the
Obligations; whether or not the Company shall have notice or knowledge of any of
the foregoing.

10.  Transfer, etc., by Company.

Without  the prior  written  consent  of the Bank,  the  Company  will not sell,
assign,  transfer or otherwise  dispose of, grant any option with respect to, or
pledge or grant any security  interest in or otherwise  encumber or restrict any
of the Stock Collateral or any interest  therein,  except for the pledge thereof
and security interest therein provided for in this Agreement.

11.  Further Assurances.

The  Company  will do all  such  acts,  and  will  furnish  to the Bank all such
financing statements,  certificates, legal opinions and other documents and will
obtain all such  governmental  consents and  corporate  approvals and will do or
cause to be done all such other things as the Bank may  reasonably  request from
time to time in order to give full  effect to this  Agreement  and to secure the
rights of the Bank  hereunder,  all without any cost or expense to the Bank.  If
the Bank so elects,  a photocopy of this Agreement may at any time and from time
to time be filed by the Bank as a financing statement in any recording office in
any jurisdiction. 12. Bank's Exoneration.

Under no circumstances shall the Bank be deemed to assume any responsibility for
or obligation or duty with respect to any part or all of the Stock Collateral of
any  nature or kind or any  matter or  proceedings  arising  out of or  relating
thereto,  other than (i) to exercise  reasonable care in the physical custody of
the Stock Collateral and (ii) to act in a commercially reasonable manner. Except
as expressly  provided above,  the Bank shall not be required to take any action
of any kind to collect,  preserve or protect its or the Company's  rights in the
Stock Collateral or against other parties thereto.  The Bank's prior recourse to
any part or all of the Stock  Collateral shall not constitute a condition of any
demand, suit or proceeding for payment or collection of any of the Obligations.

13.  No Waiver, etc.

No act, failure or delay by the Bank shall constitute a waiver of its rights and
remedies hereunder or otherwise.  No single or partial waiver by the Bank of any
default  or right or remedy  that it may have  shall  operate as a waiver of any
other  default,  right or  remedy or of the same  default,  right or remedy on a
future occasion.  The Company hereby waives presentment,  notice of dishonor and
protect of all instruments,  included in or evidencing any of the Obligations or
the Stock  Collateral,  and any and all other  notices  and  demands  whatsoever
(except as expressly provided herein or in the Credit Agreement).

14.  Notice, etc.

All notices,  requests and other  communications  hereunder shall be made in the
manner set forth in ss.11 of the Credit Agreement.

15.  Termination.

Upon final payment and  performance in full of the  Obligations,  this Agreement
shall terminate and the Bank shall, at the Company's request and expense, return
such  Stock  Collateral  in the  possession  or  control  of the Bank as has not
theretofore  been disposed of pursuant to the provisions  hereof,  together with
any moneys and other property at the time held by the Bank hereunder.

16.  No Waiver.

Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a written instrument  expressly referring to this Agreement
and to the  provisions  so modified or limited,  and executed by the party to be
charged. 17. Successors and Assigns.

This  Agreement  and all  obligations  of the Company  shall be binding upon the
successors and assigns of the Company,  and shall,  together with the rights and
remedies of the Bank hereunder, inure to the benefit of the Bank, its successors
in title and assigns.

18.  Governing Law.

THIS  AGREEMENT IS INTENDED TO TAKE EFFECT AS AN INSTRUMENT  UNDER SEAL AND THIS
AGREEMENT AND THE OBLIGATIONS OF THE PLEDGOR  HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE .

19.  Waiver of Jury Trial.

THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
TO ANY ACTION  OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION  WITH THIS  AGREEMENT,  ANY RIGHTS OR  OBLIGATIONS  HEREUNDER  OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.  Except as prohibited by law, the
Company waives any right which it may have to claim or recover in any litigation
referred  to in the  preceding  sentence  any  special,  exemplary,  punitive or
consequential  damages or any damages  other than,  or in  addition  to,  actual
damages. The Company (i) certifies that neither the Bank nor any representative,
agent or attorney of the Bank has represented,  expressly or otherwise, that the
Bank would  not,  in the event of  litigation,  seek to  enforce  the  foregoing
waivers and (ii)  acknowledges  that, in entering into the Credit  Agreement and
the other Loan Documents to which the Bank is a party, the Bank is relying upon,
among other things, the waivers and certifications contained in thisss.19.

20.  Headings.

The descriptive section headings have been inserted for convenience of reference
only and do not define or limit the provisions hereof.

21.  Severability, etc.

If any  term  of  this  Agreement  shall  be  held  to be  invalid,  illegal  or
unenforceable,  the  validity  of all  other  terms  hereof  shall  be in no way
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid,  illegal or unenforceable  term had not been included herein.  The
Company acknowledges receipt of a copy of this Agreement.


IN WITNESS WHEREOF, intending to be legally bound, the Company and the Bank have
caused this Agreement to be executed as of the date first above written.




By:   /s/ Charles H. Murphy
Name:     Charles H. Murphy
Title:    Chief Financial Officer












By: /s/ Joseph L. Massimo
Joseph L. Massimo, Vice President





The  undersigned  Subsidiary  hereby joins in the above  Agreement  for the sole
purpose of consenting to and being bound by the provisions of ss.ss.4.1, 6 and 7
thereof,  the  undersigned  hereby agreeing to cooperate fully and in good faith
with the Bank and the Company in carrying out such provisions.

SWFTE INTERNATIONAL, LTD.



By:
Name:
Title:

--ANNEX A TO PLEDGE AGREEMENT

None of the  issuers has any  authorized,  issued or  outstanding  shares of its
capital stock of any class or any commitments to issue any shares of its capital
stock of any class or any securities  convertible  into or exchangeable  for any
shares of its  capital  stock of any class  except as  otherwise  stated in this
Annex A.




Issuer:                      ES International Inc.          SWFTE Int'l, Ltd
Record Owner:                Company                        Company
Class of Shares:             Common Stock                   Common Stock
No. of Authorized Shares:    1000                           100
No. of Issued Shares:        1000                           100
No. of Outstanding Shares:   1000                           100
Par of Liquidation Value:    $.01                           $.01