<PAGE>

                                                                   EXHIBIT 10.23

                            OEM LICENSE AGREEMENT 
                            ---------------------

          THIS AGREEMENT is entered into on this the 31st of July, 1996, by and
                                                     ----                      
between:

          Intergraph Corporation and its subsidiaries, distributors
          and affiliated companies
          Huntsville, Alabama 35894-0001
          (hereinafter referred to as "Licensee")

and

          Octopus Technologies, Inc.
          301 Oxford Valley Drive
          Suite 102A
          Yardley, Pennsylvania 19067
          (hereinafter referred to as "Licensor")



          WHEREAS Licensor is the owner of certain application software
products, listed herein as Exhibit B, and

          WHEREAS Licensee is the developer and supplier of interactive graphics
software, and

          WHEREAS  Licensor  has  its  software  applications  running  on  the
WindowsNT/WindowsNT Server platform and would like to license its software to
Licensee's customers, and

          WHEREAS Licensee is prepared to license Licensor's software to its
customers in order to enhance the utility of its product offering.

                                  WITNESSETH:

          NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
CONTAINED HEREIN, LICENSEE AND LICENSOR DO HEREBY AGREE AS FOLLOWS:

                                       1
<PAGE>
 
1.  DEFINITIONS

          1.1    The term "Licensed Programs" shall mean the object code
versions of the software and shall include any modifications or improvements
thereof made by Licensor, and any other materials which are provided for use in
connection with said object code. As delivered from Licensor, tile Licensed
Programs package shall, at a minimum, include a software license agreement,
product documentation, media and registration information.

          1.2  The term "Licensed Programs Source Code" shall mean the human-
readable version of the Licensed Programs, including without limitation,
associated flowcharts, algorithms comments and other written instructions and
technical documentation.

          1.3  The term "use" shall include, without limitation, copying any
portion of the Licensed Programs, including copying into a computer, or
transmitting any portion or the Licensed Programs, including transmission to a
computer for processing of the instructions or statements contained therein.

          1.4  The term "End User License" shall mean an agreement, in writing,
between Licensor and the End User containing the operative terms set forth in
Exhibit A hereto.

          1.5  The term "End User" shall mean any person or entity who has
entered into an "End User License" as a licensee of Licensor.

2.  OWNERSHIP OF LICENSED PROGRAMS
    ------------------------------
          Licensee acknowledges and agrees that:

          (a) Title and all rights of ownership to the Licensed Programs, and
all copies of all or any part thereof, are and remain with Licensor and possibly
other parties ("Other Owners") to whom Licensor has obligations to protect such
title and ownership rights;

          (b) Licensor has represented that the Licensed Programs are comprised
of Licensor's and the Other Owner's trade secrets and proprietary information;
and

          (c) Licensee will not lend, sell, lease, hypothecate, or otherwise
dispose of the Licensed Programs except as expressly authorized by this
Agreement.

                                       2
<PAGE>
 
3.  LICENSE
    -------

          3.1  Licensor hereby agrees to provide Licensee with five full
Licensed Programs kits and also grants Licensee the right to make a total of
thirty (30) copies of (lie Licensed Programs. Licensee agrees us (he
aforementioned copies solely for demonstration, training and customer support
usage. Licensee shall pay Licensor a fee (total) of $250 to cover the costs of
(lie kits provided under this Section.

          3.1  As part of the demonstration to potential end users, Licensor
shall provide a demonstration version of the Licensed Programs and this shall be
on a fee-free basis. Licensee will be responsible for reproducing the end user
demonstration product. All end user loans shall be limited to evaluation
purposes and at the sole expense of Licensee, and copies used for productive
purposes shall be specifically excluded from this provision.

          3.3  Licensor hereby grants to Licensee a personal non-exclusive and
non-transferable license to grant End User Licenses.

          3.4  Licensor grants Licensee the right to license the Licensed
Programs as an independent product or bundled with other products provided by
Licensee to End Users.

          3.5  Licensee assures Licensor that it shall abide by and fully comply
with the Export Administration Regulations issued by the U.S. Department of
Commerce.

          3.6  At the request of Licensee, Licensor shall provide Licensee with
all available Test Suites for the Licensed Programs and these Test Suites shall
be provided at no additional charge.

4.  FEES AND REPORTS
    ----------------

          4.1  Licensee agrees to purchase Licensed Programs from Licensor in a
kit format and act a minimum, the kit shall include: the Licensed Programs (2
floppy disks), Licensed Programs User Manuals, Software License Agreement, and
Registration Information, and the kit costs shall be in accordance with Exhibit
B. Licensor does not agree to accept product returns. The United States
Government requires us to maintain a minimum set of payment records; and in
keeping with these requirements, Licensor must complete Exhibit C.  Licensee
cannot make payments to Licensor without the complete information required by
Exhibit C.  In the event Licensor does not complete Exhibit C on a timely basis,
Licensee cannot be held liable for late payments.

                                       3
<PAGE>
 
          4.2  A fee is not payable for the transfer of the Licensed Programs
from one End User to another End User, provided the first End User does not
retain any portion of the Licensed Programs after such transfer, and that, prior
to the transfer, the second End User has entered into an End User License.
Additionally, a fee is not payable for the transfer or the Licensed Programs
from one node to a second node provided that no portion of the Licensed Programs
remains with the first node and the second node is properly licensed. This right
shall also covers transfers to competing operating Systems on like hardware
platforms.

          4.3  The End User will be granted a fee free right to move the
Licensed Programs from one node to another within a Local Area Network (LAN).

          4.4  The fees referred to in Paragraphs 4.1 hereto do not include
local, state or federal sales, use, excise, personal property or other similar
taxes or duties, and any such taxes or duties shall be assumed and paid by
Licensee. If Licensor shall pay such taxes or duties, Licensee shall reimburse
Licensor within thirty (30) days of receiving a written request that it do so.
Licensor's federal and state income and tangible property taxes, if any, shall
remain (he sole responsibility of Licensor.

          4.5  Licensee agrees it shall maintain complete, clear and accurate
records of each End User License granted.

          4.6  Within thirty (30) days after receipt and acceptance of the
Licensed Programs, Licensee shall pay Licensor according to the kit costs
referenced in Exhibit B. A 1.5% per month late penalty fee shall be paid by
Licensee for late payments.

5.         TRAINING
           --------

          5.1  Licensor shall send act least one of its training personnel to
Licensee's office in Huntsville, Alabama to present a training class on the
Licensed Programs. Licensee shall be responsible for providing adequate
classroom space and the required equipment. Licensor shall provide training
personnel knowledgeable in the subject. The training dates and length of
training sessions shall be as mutually agreed between the parties. Licensee
shall provide Licensor's training personnel with airline tickets and for the
duration of the training class, a company apartment.

6.        ACCEPTANCE
          ----------

          6.1  The Licensed Programs shall be considered acceptable when they
can successfully execute all tests in Licensor's test suites, as set forth in
Exhibit D, and also successfully execute tests that Licensee develops and
delivers to Licensor on or before __________.  The Licensed Programs must pass
the acceptance tests prior to distribution.

                                       4
<PAGE>
 
           6.2  Upon receipt of the Licensed Programs Licensee shall evaluate
whether such Licensed Programs successfully execute all applicable test suites.
Licensee shall accept or reject such Licensed Programs, in writing, within
twenty (20) business days after receipt of such Licensed Programs ("the
Acceptance Period"). If Licensee fails to accept or reject such Licensed
Programs in writing within the Acceptance Period, tile Licensed Programs shall
be deemed to be accepted by Licensee. If Licensee rejects any Licensed Programs
within the Acceptance Period, Licensee shall identify in writing and in detail
the basis for the rejection, the relevant test suites upon which such rejection
is based, and if known to Licensee, the specific software portion which Licensee
asserts to be unacceptable with respect to the relevant test suites.

           6.3  If the Licensed Programs are deemed unacceptable to Licensee in
accordance herewith, Licensor shall exercise its best efforts to correct all
non-conformities and to redeliver the corrected Licensed Programs to Licensee
within twenty (20) business days of a rejection in conformance with this
Agreement.

          6.4  Upon acceptance of the Licensed Programs, Licensee shall provide
Licensor with a written Acceptance Certification in the form attached hereto as
Exhibit D. If Licensee does not reject the Licensed Programs in writing within
the Acceptance Period, Licensee shall provide Licensor with a written Acceptance
Certification for the Licensed Programs upon written request therefore by
Licensor

           6.5  In the event that Licensor fails to deliver Licensed Programs to
Licensee which) execute substantially all test suites as set forth herein, after
two (2) attempts to correct the same non-conformity, Licensee may at its option
terminate this Agreement. In the event of any such election to terminate,
Licensee shall have no right to use or retain, and shall return to Licensor, all
Licensed Programs and Deliverables as set forth in Section 8.1 hereof; and/or
portions thereof (including any and all copies). If, on the initial release,
this Agreement is terminated as defined above. Licensee shall be entitled to a
full refund of any monies paid.

7.       END USERS
         ---------

Licensee agrees to take all reasonable steps (including terminating End User
Licenses) to enforce the provisions of each End User License. In the event
Licensor requests legal action be initiated against an End User for breach of
the End User License and Licensee declines to initiate or continue such action,
Licensee shall, upon Licensor's request, and at Licensor's expense, take all
steps deemed necessary as mutually agreed by Licensor's and Licensee's counsel
to permit Licensor to initiate and/or prosecute the action including, without
limitation, to assign the cause of action to Licensor or permit Licensor to
prosecute the action.

                                       5
<PAGE>
 
8.        DOCUMENTATION
          -------------

          8.1  Deliverables

          For each Licensed Programs release, Licensor shall deliver to Licensee
five (5) sets of documentation, including subsequent documents and revisions, in
human-readable form and one (1) set of documentation in Word or FrameMaker
format. This documentation shall describe tile Licensed Programs' functional
specifications and shall provide detailed reference information.

9.1       NONDISCLOSURE
          -------------

By virtue of this Agreement, each party may have access to information of the
other party which is considered confidential and proprietary. For convenience,
all such information will be called "Proprietary Information."

Proprietary Information shall include source code materials, if any, and all
other information provided by either party in written or other tangible form and
clearly marked as proprietary or confidential. Notwithstanding the foregoing,
Proprietary Information shall not include information which a) is or becomes
part of the public domain through no act or omission of the receiving party; b)
was in the receiving party's lawful possession prior to the disclosure and had
not been subject to limitations on disclosure; c) is lawfully disclosed
hereafter to the receiving party by a third party who did not acquire the
information directly or indirectly from the disclosing party; or d) is
independently developed by the other party.

The parties agree, both during the term of this Agreement and for a period of
three (3) years after termination or expiration of this Agreement, that all
Proprietary Information owned solely by one party and disclosed to the other
party shall remain solely the property of the disclosing party, and its
confidentiality shall be maintained and protected by the other party with the
same effort used to protect its own confidential information. Except to the
extent required by this Agreement, both parties agree not to duplicate in any
manner the other's Proprietary Information for any purpose other than the
implementation of this Agreement. Nothing in this Agreement shall be construed
to limit either party's right to independently develop software which is
functionally similar to the other party's products, so long as proprietary
information of the other party is not used in such development. Results of
benchmark, performance, or timing tests involving Licensee's hardware and /or
software platform and run by Licensor may not be disclosed unless Licensee
consents to such disclosure in writing.

Licensee and Licensor shall not disclose the terms and conditions of this
Agreement; provided however, that either party may disclose such terms and
conditions (a) when required by law, and (b) to its professional advisors and
financial professionals. For news release or public announcements regarding this
Agreement, each party will obtain consent from the other party prior to
publication. Such consent shall not be unreasonably withheld.

                                       6
<PAGE>
 
10.       MAINTENANCE AND SUPPORT
          -----------------------

          10.1  During the term of this Agreement, Licensee shall provide the
first line of support to End Users and this shall consist of the following:

          a)  Placing the Licensed Programs in Licensee's software delivery
program and being responsible for distribution to Licensee's End Users.

          b)  Entering into software maintenance contracts with Licensee's End
Users.

          c)  Taking all initial support calls from Licensee's End Users.

          d)  Consolidating problems/errors in the Licensed Programs and
providing to Licensor.

          e)  Providing all fixes, patches and work-arounds to End Users.

          f)  Providing Licensed Programs upgrades to End Users under
maintenance contract with Licensee.

and

          g)  Where upgrades are made available as separately purchasable items,
selling upgrades licenses to existing End Users. Under this scenario, End Users
will not necessarily he under a maintenance contract

          10.2  During the warranty period and as long as Licensee is under
maintenance coverage, Licensor shall correct any program errors in the Licensed
Programs brought to its attention with written, documented reports from
Licensee, except those resulting from any alteration or misuse of the Licensed
Programs.

          10.3  During the warranty period and as long as Licensee is under
maintenance coverage Licensor shall make available to Licensee, any improvements
to the Licensed Programs that are announced during that time period. As a
minimum, Licensor shall make changes as necessary so the Licensed Programs shall
remain current with the evolution of the target platform operating system and
the required changes, if any, shall be made available, on a best efforts basis,
within thirty (30) days of the operating systems commercial release.

                                       7
<PAGE>
 
          10.4  The annual maintenance fee shall be as stipulated in Exhibit B.
Maintenance fee(s) shall be payable on the first anniversary of this Agreement
and every year thereafter, during which this Agreement remains in force.
Licensor agrees to provide a one (1) year warranty. The definition of
"Maintenance" includes support and upgrades. Licensee retains the right to
cancel the maintenance program.

          10.5  Program Errors shall be handled as follows:

          Upon Licensor's receipt of an error report from Licensee's designated
technical contact, Licensor shall, on a best efforts basis, take corrective
action so as to remedy the reported problems within the following time schedule:


<TABLE>
<CAPTION>

Classification          Licensor's Remedy
--------------          -----------------
 
        First Level             Second Level            Final Level
        -----------             ---------------         -----------
<S>     <C>                     <C>                     <C>
X       16 hours*               Constant                Within 60**
                                effort until            days
                                relief provided

A       l6 hours*               8 days**                70 days**

B       48 hours*               l2 days                 l00 days**

C       l0 days**               N/A                     l50 days**
</TABLE>

The bugs/errors are classified by Licensee and are as follows:

Classification
--------------

X       Fatal: errors preventing all useful work from being done.

A       Severe Impact: errors which disable major functions from being
        performed.

B       Degraded Operations: errors disabling only certain non- essential
        functions.

C       Minimal Impact: All other errors

                                       8
<PAGE>
 
If Licensor detects a problem that it is limited to the Intergraph) hardware
platform, Licensee shall, on a best efforts basis, provide Licensor access to
the required Intergraph hardware platform. Licensee will be responsible for
expenses relating to hardware provision and travel, if any, of the Licensor
personnel.

The remedies for each error classification at each, level specified above are:

Remedy Level
------------

First Level:  Acknowledgment of receipt of error report with written
confirmation delivered to Licensee during the next business day.

Second Level:Patch or work around, temporary fix, or update or major release,
including applicable document changes.

Final Level:  Official fix, update or major release, including applicable
documentation changes.

*   If received on a business day during the hours of 9:00 am to 5:00 pm, during
    Licensor's local time at its Yardley, Pennsylvania office, Monday through
    Friday, excluding Licensor observed holidays; otherwise, times commence on
    the next business day.

**  A day is defined as a 24-hour period, regardless of whether work is
    scheduled during that period.

It is intended that Licensee and Licensor will work within the framework of the
Maintenance and Support guidelines. In the event that an exceptional
circumstance arises, the parties will discuss the circumstances and mutually
agree on the correct course of action to take. Exceptions may include, but not
be limited to, impossibility of Licensor to perform, severe impact on one of
Licensee's major customers or potential sales, or availability of a more
efficient approach.

          10.6  Licensor agrees to provide support, in addition to that
specified herein, based upon Licensee's request, in an expeditious manner, and
at charges to he paid by Licensee which shall not exceed those Licensor charges
its most favored customer for similar services.

11.  WARRANTY
     --------

     11.1  Licensor warrants that the Licensed Programs, when properly installed
and used by Licensee and end users, will substantially conform with the
specifications in the related documentation in effect at the then current time.

     11.2  Licensor warrants each change made pursuant to 10.2 and 10.3

     11.3  In the event of any failure to meet specifications Licensee shall
make necessary changes to conform to specifications at Licensee's expense asset
forth in Section 10.

                                       9
<PAGE>
 
12.  PATENT OR COPYRIGHT INFRINGEMENT AND INDEMNITY
     ----------------------------------------------

     12.1  Licensor will defend, indemnify and hold harmless Licensee against a
claim the Licensed Programs were created in part by violation of the protected
trade secret of another or infringe a patent or copyright and will pay resulting
costs, damages and attorney's fees provided that:

     (a) Licensee promptly notifies Licensor of the claim;

     (b) Licensee cooperates with Licensor in the defense; and

     (c) Licensor has sole control of the defense and all related settlement
         negotiations.

     12.2  If such claim occurs, or in Licensor's opinion is likely to occur,
Licensee agrees to permit Licensor, at its option and expense, either to procure
for Licensee the right to continue using the Licensed Programs or to replace or
modify the same so that it becomes noninfringing.

     12.3  Licensor shall have no obligation to defend Licensee or pay costs,
damages or attorney's tees for any claim based upon use of other than a current,
unaltered release of the Licensed Programs if such infringement would have been
avoided by the use of a current, unaltered release of the Licensed Programs.

     12.4  Licensor represents and warrants it is not aware the Licensed
Programs were created in part by violation of the protected trade secret of
another or that the Licensed Programs infringe any patent or copyright.

13.  TERM

This Agreement shall be valid for an initial three (3) year term and shall
automatically renew for one (1) year periods thereafter.

14.  TERMINATION
     -----------

     14.1  Non-Renewal - Licensee shall have the right to terminate this
Agreement as of the end of the initial term or any renewal term by providing
written notice to Licensor prior to the expiration of the then current term.

     14.2  Mutual Consent - This Agreement may be terminated at any time by
written agreement executed by both parties.

     14.3  Breach - If either party shall he in material breach of its
obligations herein and shall have failed or been unable to remedy such breach
within thirty (30) days after receipt of written notice from the other party
specifying such breach, said other party may terminate this Agreement by giving
written notice of termination, effective upon the date of its sending.

                                       10
<PAGE>
 
     14.4  Bankruptcy - If a receiver is appointed over the whole or part of the
assets of either party, or if any petition is filed by or against either party
initiating any bankruptcy reorganization proceeding or if either party makes an
assignment for the benefit or creditors, or if any order is made or resolution
is adopted for the dissolution of either party (unless such order or resolution
is part of a scheme of recapitalization, merger or consolidation) then such
party shall immediately notify the other party of such event, and the other
party may terminate this Agreement by written notice thereof, effective upon the
date of its sending.

     14.5  In the event of Licensor becoming bankrupt or insolvent, or by its
own decision ceases to do business, if Licensor decides to stop support of the
Licensed Programs, or if this Agreement is terminated due to default on the part
of Licensor, Licensor shall deliver to Licensee the current version of the
Licensed Programs' source code and any and all documentation related to such
source code (including without limitation, all programmers materials and notes).
Licensee shall also have a continuing right to use the source code in order to
license and support the Licensed Programs to Licensee's customers, in its
original form or as modified by Licensee. In the event source code is turned
over to Licensee, the royalty fee for the first year shall be 50% of the royalty
rate stipulated in Exhibit B and each year thereafter shall be royalty-free.

     14.6  Upon termination of this Agreement) at the end of its term, Licensee
shall return to Licensor or destroy the Licensed Programs and all copies and
portions thereof, in any form whatsoever, and shall erase from all computer,
electronic, or other storage devices or otherwise destroy all images or copies
of the Licensed Programs and all portions thereof except as required to provide
continuing support of the then current End Users.

                                       11
<PAGE>
 
15. MISCELLANEOUS
    -------------

    15.1  All notices, requests and demands given to or made upon the parties
hereto shall, except as otherwise specified herein, be in writing and may be
personally delivered, mailed or faxed to the party at its address which:

    1)  In the case of Licensor shall be

       Octopus Technologies Inc.
       301 Oxford Valley Road
       Suite 102A
       Yardley, Pennsylvania 19067
       Attention: Frank Serafin
                  -------------
       Phone: 215-321-8750
              ------------
       FAX: 215-321-8755
            ------------


    2)  In the case of Licensee shall be

       Intergraph Corporation
       Huntsville, Alabama 35894-0001
       Attention:  Manager, Third Party Software
       Phone:  (205)730-2000
       FAX:  (205)730-2620

    Any party may, by notice hereunder to all parties, designate a changed
address for such party. Any notice, if mailed, properly addressed, postage
prepaid, registered or certified mail or -any fax, on date of fax, if receipt
verified by telephone, shall be deemed received on the registered date stamped
on the certified mail receipt.

    15.2  The various headings in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or any
Paragraph or provision hereof. References in this Agreement to any Paragraph are
to the applicable Paragraph or this Agreement.

    15.3  All covenants, stipulations and promises in this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, and legal representatives Neither party shall have the right to
assign or otherwise transfer this Agreement or any rights or obligations
hereunder without the express written consent of the other provided, however,
that a successor in interest by merger, consolidation, operation of law,
assignment, purchase, or otherwise, of the entire business of either party,
shall acquire all interests of such party hereunder without the written consent
of the other.

                                       12
<PAGE>
 
    15.4  This Agreement may be executed in any number or counterparts, each
and all of which shall be deemed to be an original and all or which shall
constitute together one and the same Agreement. Each and every person named a
party hereto may execute this Agreement by signing any such counterpart.

    15.5  This Agreement shall be deemed to be a contract made under the laws
of the State of Alabama and for all purposes it, plus any related or
supplemental documents and notices, shall be construed in accordance with and
governed by the laws of such state, conflict of law rules notwithstanding

    15.6  Wherever possible, each provision of this Agreement and each related
document shall be interpreted in such a manner as to be effective and valid
under applicable law. However, if any provision of this Agreement or any related
document shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Agreement or such related document.

    15.7  No failure on the part of either party to exercise any right, power
or privilege under this Agreement, or under any instrument executed pursuant
hereto, shall operate as a waiver. No single or partial exercise of any right,
power or privilege shall preclude any other, or further exercise of any other
right, power or privilege. All rights and remedies granted herein shall be in
addition to other rights and remedies to which the parties may be entitled at
law or in equity. No waiver of any of the provisions hereof shall be effective
unless in writing and signed by the party charged with such waiver. No waiver
shall be deemed a continuing waiver, or a waiver in respect of any breach or
default whether similar or different in nature unless expressly so stated in
writing.

    15.8  This Agreement cannot he, and shall not be deemed or construed to
have been, modified, amended, rescinded, canceled or waived, in whole or in
part, except by a written instrument signed by the parties hereto.

                                       13
<PAGE>
 
    15.9  Any dispute arising out of this Agreement or Amendments hereto which
cannot be settled by Licensor and Licensee through friendly negotiations shall
be settled, at the option of either party, by arbitration.

    If arbitration is chosen to settle the dispute, the arbitration shall be
conducted by three arbitrators who are knowledgeable in the subject matter of
this Agreement.  Licensor and Licensee shall each choose one arbitrator and the
two arbitrators shall choose a third arbitrator. The third arbitrator shall be
an active attorney knowledgeable in the applicable laws of contract, rules of
evidence and rules of procedure. Should the two arbitrators fail to agree upon a
third arbitrator, the third arbitrator shall be chosen by the American
Arbitration Association.  The arbitration shall be conducted in accordance with
the rules of the American Arbitration Association, except as modified herein.
The decision of the arbitration panel shall be final and binding, and the award
so rendered shall he entered in any court having jurisdiction thereof. Licensor
and Licensee shall each pay their own costs, expenses and attorneys' fees
incurred during the arbitration process. For purposes of the arbitration,
Licensee and Licensor agree to submit to the jurisdiction and venue of a
mutually acceptable neutral location.

    Pending final disposition of any dispute under this Agreement, Licensor
shall, at the option of the Licensee, proceed diligently with the performance of
this Agreement.

    15.10  This Agreement supersedes all other quotation, proposal, prior
agreements or representations, oral or written, and all other communications
between the parties related to the subject matter of this Agreement, and same
are merged herein.

    15.11  Neither party shall he liable for any failure to perform or observe
any of its obligations under this Agreement for as long as and to the extent
that such performance is prevented or hindered by any circumstances beyond its
reasonable control. By way of example and not limitation, such causes may
include acts of God or public enemies; labor disputes; ads of local, state, or
national governments or public agencies; utility or communications failure;
fire; flood; epidemics; riots; or strikes. The time for performance of any right
or obligation delayed by such events will be postponed for a period equal to the
delay.

                                       14
<PAGE>
 
    15.12  Due to security reasons, government agencies frequently require that
source code be provided for all software products sold to the Government. When
required, Licensor agrees to provide security only copies of the Licensed
Programs source code to the government agency.

    15.13  The Licensor acknowledges he has read this Agreement, understands
it, and agrees to be bound by its terms and conditions.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

INTERGRAPH CORPORATION                 OCTOPUS TECHNOLOGIES
----------------------                 --------------------

By:                                    By: 
   ------------------------------         --------------------------

Name: Milton H. Legg                   Name: David Crocker
      --------------                         -------------
Title: Third Party Software            Title: President
       --------------------                   ---------
Date: July 31, 1996                    Date: July 31, 1996
      -------------                          -------------

                                       15
<PAGE>
 
                                   EXHIBIT A

                           Software License Agreement

                                       16
<PAGE>
 
                                   EXHIBIT B

A. LICENSED PROGRAMS
   -----------------

The Licensed Programs are listed below and are available on the listed
platforms:

     1. Octopus Server with Auto Switch Over (ASO)
      A. Intergraph Intel Based Workstations And File Servers

As new applications become available, Licensee reserves the right to include the
new products in time definition of Licensed Programs.


B. ROYALTIES
   ---------

Licensee shall pay Licensor a kit cost of $624 or 50% of the then current
Licensor's U.S. list price. At contract execution, Licensee agrees to purchase,
for resale fifty (50) copies of time Licensed Programs.

C.  MAINTENANCE
    -----------

Licensee agrees to pay Licensor a per unit annual maintenance fee of $100. This
fee is applicable only for End User licenses under current full service
maintenance coverage. End User licenses under maintenance coverage for less than
the entire year shall be prorated to the Agreement anniversary date. All
maintenance fees shall be payable on the anniversary date of this Agreement.
Licensed Programs are provided with one free upgrade and ninety (90) days free
support.

                                       17
<PAGE>
 
                                   EXHIBIT C

                    VENDOR REMITTANCE AND TAX IN FORMATION


ALL VENDORS:

Federal law requires us to obtain specific information from each vendor. Prior
to payment of any monies due, the following must be completed.  Vendors based
outside the United States are requested to complete all applicable blanks.


REMITTANCE ADDRESS/CONTACT
--------------------------

Octopus Technologies
--------------------
Company Name
 
301 Oxford Valley Drive
-----------------------
Street Address

Suite 102A
-----------------
Suite/Room Number

Yardley, PA 19067
-----------------
City/State/Zip Code

Frank Serafin
------------------
Remittance Contact

215-321-8750
-------------------------------
Remittance Contact Phone Number

23-2714426
--------------------------
Federal Taxpayer ID Number
If you are doing business as an
individual, please list your
social security number.

Pennsylvania
----------------------
State of Incorporation

                                       18
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                                   EXHIBIT D

                           ACCEPTANCE CERTIFICATION



Licensee hereby give notice to Licensor pursuant to Section 6.4 of the OEM
License Agreement that the Licensed Programs identified in Exhibit B for
delivery on                         have been received and evaluated by time
           -------------------------
Licensee and that such Licensed Programs are hereby accepted by Licensee.

The accepted Licensed Programs are identified with particularity below:



                                         Intergraph Corporation

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

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