<PAGE>   1
                                                                  EXHIBIT 10.16

Citrix Confidential
                                           
                        CLIENT SOFTWARE LICENSE AGREEMENT



        This Client Software License Agreement ("Agreement") is between Citrix
Systems, Inc., a Delaware corporation, with primary offices at 210 University
Drive Suite 700, Coral Springs, FL 33071, ("Citrix"), and Telechips, a Nevada
corporation, with primary offices at 6880 S. McCarran Blvd., Reno, Nevada 89509
("Telechips"). The effective date of this Agreement is December 18, 1996
("Effective Date").



                                    RECITALS


        Citrix designs, manufactures, markets, and distributes certain computer
        system software products. Telechips designs, manufactures, markets, and
        distributes Telechips' Access Series products which are complementary to
        the Citrix products.

        Citrix and Telechips wish to cooperate such that Telechips may offer
        Citrix products to its customers in combination with Telechips' existing
        or planned products or technology.

        These recitals are intended only to summarize the intent of this
        Agreement. The actual terms and conditions of the Agreement are stated
        below.


                                    AGREEMENT
1.      DEFINITIONS
                
        1.1.    "Citrix Product(s)" means the products specified in Exhibit A, 
        as such products may be adapted by Telechips for use in Telechips
        Products pursuant to subsection 2.1 below, and includes all Product
        Releases, Version Releases, and Update Releases provided by Citrix to
        Telechips in connection with this Agreement.

        1.2.    "Non-Volatile Memory" means a storage unit which is dedicated to
        storage of the Telechips Product and which retains the Telechips Product
        when power is turned off, e.g., ROM or other silicon, and not including
        diskettes, CD-ROM, hard disks or other general purpose peripherals.

        1.3.    "Telechips Product(s)" means the terminal products specified in 
        Exhibit B, which shall include the Citrix Product(s) in Non-Volatile
        Memory, and which shall be marketed and distributed by Telechips as
        approved by Citrix.

        1.4.    "FCS" of a Telechips Product means the first customer ship of 
        that Telechips Product for revenue by Telechips.

                                       1
<PAGE>   2
Citrix Confidential

        1.5.    "Product Release" means a release of a Citrix Product which is
        designated by Citrix in its sole discretion as a change in the digit(s)
        to the left of the decimal point in the Citrix Product version number,
        ({x}.xx).

        1.6.    "Version Release" means a release of a Citrix Product which is
        designated by Citrix in its sole discretion as a change in the tenths
        digit in the Citrix Product version number, (x.{x}x).

        1.7.    "Update Release" means a release of a Citrix Product which is 
        designated by Citrix in its sole discretion as a change in the
        hundredths digit in the Citrix Product version number, (x.x{x}).

        1.8.    "Documentation" means the standard user guides developed and 
        released by Citrix for use with the Citrix Products.

        1.9.    "Documentation Media" means the diskettes, CDs, or other media
        containing the machine-readable data files developed by Citrix which
        contain the source for the Documentation.

        1.10.   "Master Software Media" means the standard microcomputer 
        diskettes, CDs, or other media containing the object code version of the
        Citrix Product(s).

        1.11.   "Period" means those periods of time identified in Exhibit C.

        1.12.   "Level 1 Support" means receipt and management of all customer 
        support calls, and provision of fixes for known problems.

        1.13.   "Level 2 Support" means reproducing and isolating problems, and 
        jointly developing workarounds for problems and testing software fixes
        with the other party.

        1.14.   "Level 3 Support" means providing software fixes for correction 
        of isolated problems, and jointly developing workarounds for problems
        and testing software fixes with the other party.

        1.15.   "ICA " means the Citrix architecture and proprietary protocols 
        which define communications between server computers and workstations or
        terminals such that the intelligence and memory resident in the
        workstation or terminal is efficiently exploited. ICA protocols relate
        to functions including, but not limited to the following: distributed
        Windows graphical user interface, full screen text, virtual channels,
        data packet framing, compression, and encryption.

        1.16.   "Reseller" shall mean distributors and subdistributors within 
        Telechips' distribution channel which market and deliver Telechips
        Products in the form in which the products are received from Telechips.


                                       2
<PAGE>   3
Citrix Confidential

2.      LICENSE GRANT

        2.1.    License to adapt software. Each Citrix Product as delivered by 
        Citrix may include certain software in source code form ("Source Code
        Fragments"), as specified in Exhibit A. Subject to the terms and
        conditions contained in this Agreement, Citrix grants to Telechips a
        nonexclusive and nontransferable license to modify, delete, or replace
        these Source Code Fragments within each Citrix Product or, if
        applicable, to use the ICA 3.0 materials solely in order to adapt that
        Citrix Product for use in Telechips Products. No other rights to any
        Citrix Product source code are granted.


        2.2.    License to copy software. Subject to the terms and conditions 
        contained in this Agreement, Citrix grants to Telechips a
        nontransferable and nonexclusive license to copy the Citrix Products
        from the Master Software Media to Non-Volatile Memory for incorporation
        into Telechips Products.


        2.3.    License to copy documentation. Subject to the terms and 
        conditions contained in this Agreement, Citrix grants to Telechips a
        nontransferable and nonexclusive right to copy the Documentation Media
        solely for the purpose of distributing printed copies of the
        Documentation with Telechips Products to which the Documentation refers,
        pursuant to subsection 2.5 below. Telechips may reproduce the
        Documentation as exact copies or, subject to subsection 8.6 below,
        Telechips may produce derivative works of the Documentation. In either
        case, the quality of produced documentation by Telechips must be equal
        to or better than the quality of Documentation produced by Citrix. Prior
        to distribution Telechips will deliver to Citrix a copy of each document
        it produces based on the Citrix Documentation, for review and approval
        by Citrix, which approval shall not be unreasonably withheld.


        2.4.    Restriction on license. Telechips agrees that, except as 
        specified in subsection 2.1 above, it will not make modifications to,
        decompile, reverse engineer or otherwise decode or alter the software
        delivered on the Master Software Media.

        2.5.    License to distribute. During the term of, and subject to the 
        terms and conditions of, this Agreement, Citrix grants to Telechips, and
        Telechips accepts, the nonexclusive, nontransferable right to
        incorporate the Citrix Product(s) in Non-Volatile Memory, in the
        Telechips Product(s), as specified in subsection 2.2 above, only in the
        manner provided in Exhibit B, and to distribute such Citrix Product(s)
        so incorporated in Telechips Products subject to the restrictions of
        subsection 11.3 below.

        2.6.    Terms of Distribution. Telechips agrees that it will distribute 
        the Telechips Products pursuant to such license agreements as Telechips
        customarily uses to distribute other similar software. Except as
        permitted in this Agreement, Telechips shall contractually prohibit, and
        shall require its distributors and other resellers to contractually
        prohibit, end users and all entities in the chain of distribution from:
        (i) using, copying (except as necessary for back-up or archival purposes
        or to the extent expressly permitted 



                                       3
<PAGE>   4
Citrix Confidential


        by applicable law and to the extent that Citrix is not permitted by that
        applicable law to exclude or limit such rights), modifying, or
        transferring the software or any copy in whole or in part, or granting
        any rights in the software or accompanying documentation; (ii)
        translating, reverse engineering, decompiling, disassembling, or
        creating derivative works based on the software or the accompanying
        documentation; (iii) renting or leasing the software; or (iv) removing
        any proprietary notices, labels, or marks on the software and
        accompanying documentation.

3.      TERMS OF PAYMENT

        3.1.    Price and payment. Telechips agrees to pay Citrix the amount(s) 
        and within the times stated in this Section 3 and in Exhibit C.
        Telechips' obligation to pay such amounts is unconditional except as is
        otherwise expressly stated to the contrary herein. The royalties due to
        Citrix for each Period will be paid within fifteen (15) business days
        after the end of each Period. The royalties due to Citrix at the end of
        a Period will be calculated by multiplying the number of copies of
        Citrix Product(s) distributed by Telechips during that Period by the Per
        Copy License Fee. This calculation may then be modified by Telechips as
        appropriate to allow for copies exempt from royalties pursuant to
        subsection 3.4 below. A finance charge of one percent per month, or, if
        less, the maximum percentage allowed by applicable law, will be assessed
        on all amounts that are past due.


        3.2.    Reports. Within fifteen (15) business days of the end of each 
        Period, Telechips will deliver to Citrix a certified report in a form
        reasonably acceptable to Citrix that details for each Citrix Product and
        each Telechips Product (i) the number of copies distributed by Telechips
        during the Period, by customer zip code in a format reasonably
        acceptable to Citrix, (ii) the number of such distributed copies which
        are exempt from royalties per subsection 3.4 below, and (iii) the
        license fee due Citrix on copies distributed during that Period.


        3.3.    Taxes. Prices stated are exclusive of any federal, state, 
        withholding, municipal or other governmental taxes, duties, licenses,
        fees, excises or tariffs now or hereafter imposed on Telechips'
        production, storage, licensing, sale, transportation, import, export or
        use of Citrix Products or Telechips Product(s). Such charges shall be
        paid by Telechips, or in lieu thereof, Telechips shall provide an
        exemption certificate acceptable to Citrix and the applicable authority.
        Citrix, however, shall be responsible for all taxes based upon its net
        income.

        3.4.    Copies exempt from royalties. No royalty shall accrue to Citrix 
        for copies of Citrix Product(s) (i) used solely for development,
        testing, and/or technical support purposes; (ii) shipped as replacement
        copies for copies found to be defective in materials, manufacture, or
        reproduction; (iii) which are Update Releases provided to Telechips by
        Citrix pursuant to subsection 7.2 below and are shipped by Telechips as
        an update of a Citrix Product copy for which Telechips has paid to
        Citrix the applicable royalty; (iv) used exclusively for demonstration
        or promotional purposes, such copies not to exceed


                                       4
<PAGE>   5
Citrix Confidential

        one hundred (100) copies for each Version Release; or (v) provided to
        Citrix; so long as, in all cases above, such copies are provided by
        Telechips for free or for Telechips' reasonable cost of goods plus
        shipping and handling.

4.      DELIVERY

        For each Citrix Product specified in Exhibit A, at mutually agreed upon
        delivery dates, Citrix will deliver to Telechips (i) two (2) copies of
        the Master Software Media and two (2) copies of the Documentation Media
        to use for the purposes and under the restrictions described herein.

5.      ACCEPTANCE AND WARRANTY

        5.1.    Acceptance. Within thirty (30) days after Citrix' delivery to 
        Telechips of any Product Release, Version Release, or Upgrade Release of
        a Citrix Product licensed hereunder, Telechips shall either accept such
        Citrix Product or report material deviations from specifications in
        writing. Material conformance to specifications shall solely determine
        acceptability. If Telechips does not report material deviations from
        Product specifications within the thirty (30) day period, or if
        Telechips ships a Telechips Product to a customer for revenue, Telechips
        shall be deemed to have accepted the Citrix Product.

        5.2.    Deviations. If Telechips reports any material deviations from 
        Citrix Product specifications prior to acceptance then Citrix shall have
        sixty (60) days to correct such deviations. Upon delivery of a corrected
        release of the Citrix Product to Telechips, Telechips shall have thirty
        (30) days in which to re-evaluate the corrected release for material
        conformance to specifications as provided in subsection 5.1 above. If
        any material deviations from specifications reported before acceptance
        are not eliminated in the sixty (60) day correction period, then, as
        Telechips' sole remedy (i) the Citrix Product may be retained at an
        equitable adjustment in price as may be agreed by the parties, (ii) the
        correction period may be extended as may be agreed by the parties, or
        (iii) failing any agreement, Telechips may reject the Citrix Product. If
        Telechips rejects any Citrix Product Release or Version Release, the
        parties shall renegotiate in good faith Telechips' payment obligations
        therefor pursuant to Exhibit C.

        5.3.    Disclaimer of warranty. Apart from Citrix' obligations to 
        provide error corrections and support the Citrix Product(s) pursuant to
        subsections 5.2 and 7.2, CITRIX DISCLAIMS ANY AND ALL OTHER WARRANTIES
        AND CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, OR
        OTHERWISE, INCLUDING THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY,
        AND/OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY EXCLUDED.

        5.4.    Unreleased product. Telechips shall not distribute for revenue 
        any release of a Citrix Product in any form until Citrix gives its
        written approval of such Citrix Product for such distribution by its OEM
        customers generally or until Telechips receives the final 

                                       5
<PAGE>   6
Citrix Confidential

        form of the Master Software Media for such Citrix Product as declared in
        writing by Citrix.

6.      TRAINING

        6.1.    Technical training. Citrix shall provide to Telechips: one and 
        one half (1 1/2) days of "Train the Trainer" sales training; and two (2)
        days of "Train the Trainer" technical support training. All training
        shall be conducted at Citrix' facility at Citrix standard rates. Citrix
        shall also provide to Telechips two (2) weeks of "on the phone" support
        training to at least one Telechips Level 2 support engineer at Citrix'
        facility, at Citrix standard rates.

7.      SUPPORT

        7.1.    Telechips. Telechips shall be responsible for Level 1 and 
        Level 2 support for the Citrix Product(s). For a period of three months
        following the first shipment of Telechips Product(s) by Telechips,
        Citrix shall provide appropriate consulting support as required to
        Telechips for these efforts. Citrix shall have no responsibility to deal
        directly with Telechips' customers. Telechips shall keep its Citrix
        Product(s) support capabilities current by attending Citrix training
        classes, as appropriate, at Citrix' regular class rate.


        7.2.    Citrix. Citrix shall be responsible for the joint development of
        workarounds and for Level 3 support for unmodified portions of Citrix
        Product(s) relative to deviations from product specifications, such
        support to be provided without charge to Telechips. If Telechips reports
        any deviations from specifications in a Citrix Product following
        acceptance and during the term of this Agreement, then, as Telechips'
        sole remedy, Citrix agrees to use reasonable efforts to correct such
        deviations. Notice to Citrix of any deviations from product
        specifications shall be made in writing using Citrix' standard problem
        reporting mechanisms as they may be updated from time to time, or using
        the notice provisions of subsection 15.5 below. Citrix' obligations
        under this subsection as to a particular release of a Citrix Product
        shall cease ninety (90) days after delivery to Telechips of an Update
        Release, Version Release, or Product Release with a higher version
        number which has been accepted pursuant to Section 5 above. Any free
        Update Releases provided by Citrix to its customers generally shall be
        provided to Telechips without charge within thirty (30) days of the
        general availability of such Update Releases.


8.      ADDITIONAL OBLIGATIONS OF TELECHIPS


        8.1.    Telechips Products for Citrix use. As soon as possible, and at 
        least thirty (30) days prior to FCS of each Telechips Product, Telechips
        shall deliver to Citrix, for Citrix' internal use, two (2) Telechips
        computing devises containing the Telechips Products. From time to time
        Telechips shall promptly upgrade or replace, as appropriate, these
        Telechips Products to ensure that they are representations of the
        current version of each Telechips Product.

                                       6
<PAGE>   7
Citrix Confidential

        8.2.    Quality control. Telechips agrees to exercise the highest level 
        of quality assurance, with regard to media, replication, and testing
        procedures, generally in use in the computer software industry in
        connection with Telechips' exercise of the rights granted in Section 2
        above.

        8.3.    Copyright and patent notices. Telechips agrees not to alter or 
        remove any copyright and/or patent notices in the Citrix Products.
        Telechips agrees to comply with the copyright and patent notice
        requirements as set forth in Exhibit D.

        8.4.    Serialization.  Telechips agrees to comply with Citrix 
        specifications for product serialization as provided and as amended from
        time to time.

        8.5.    Citrix attribution. Telechips agrees to cause a screen providing
        attribution to Citrix, in accordance with the requirements specified in
        Exhibit D, to appear on each Telechips Product upon initiation of use of
        the Telechips Product. Citrix understands that for certain Telechips'
        client applications, the initiation/attribution screens will be present,
        but may not appear as part of the specific application's presentation
        sequence.

        8.6.    Product and Version release numbers. Telechips shall market each
        release of each Telechips Product with reference to the ICA
        version/release number assigned by Citrix to the Citrix Product,
        contained in the Telechips Product. As a result of this, resellers
        and/or end users must be easily able to determine correspondence between
        Telechips Product releases and ICA version/release levels.

        8.7.    Telechips Product translation. Telechips agrees that it may 
        translate neither the Documentation nor the Citrix Products to languages
        other than U.S. English without the prior written consent of Citrix.

9.      TERM AND TERMINATION


        9.1.    Initial and renewal terms. The initial term of this Agreement 
        ("Initial Term") shall run for two (2) years from the Effective Date.
        This Agreement shall renew automatically each year for a one year term,
        unless either party gives sixty (60) days written notice of its intent
        to allow this Agreement to expire at the end of the then current term.


        9.2.    Termination for cause. If either party defaults in the 
        performance of any material provision of this Agreement, then the
        non-defaulting party may give written notice to the defaulting party
        that, if the default is not cured within sixty (60) days the Agreement
        will be terminated. If the non-defaulting party gives such notice, and
        the default is not cured during the sixty (60) day period, then the
        Agreement will terminate immediately upon notice by the non-defaulting
        party.

        9.3.    Termination for insolvency. This Agreement may be terminated by 
        either party upon notice, in the event that any of the following
        occur(s): (i) voluntary institution by



                                       7
<PAGE>   8
Citrix Confidential


        the other party of insolvency, receivership, bankruptcy, or any other
        proceedings for the settlement of the other party's debt; (ii)
        involuntary institution of insolvency, receivership, bankruptcy, or any
        other proceedings for the settlement of the other party's debt; which
        proceedings are not resolved within sixty (60) days, (iii) the making of
        a general assignment by the other party for the benefit of creditors; or
        (iv) the dissolution of the other party.

        9.4.    Return of materials. In addition to the Master Software Media 
        and the Documentation Media, all of Citrix' trademarks, marks, trade
        names, patents, copyrights, designs, drawings, formulas or other data,
        photographs, samples, literature, and sales aids of every kind will
        remain the property of Citrix. Within thirty (30) days after the
        termination or expiration of this Agreement, Telechips will prepare all
        such items in its possession, and will collect such materials in
        Reseller's possession, for shipment as Citrix may direct, at Citrix'
        expense. Telechips will not make or retain any copies of any
        confidential items or information which may have been entrusted to it.
        Effective upon the termination or expiration of this Agreement,
        Telechips will cease to use all trademarks and trade names of Citrix.

        9.5.    Destruction of inventory. Upon expiration or earlier termination
        of this Agreement, Telechips shall destroy or erase (as applicable), and
        shall certify to Citrix the destruction or erasure of: (i) all copies of
        the Citrix Product(s) and Telechips Product(s) in any form in the
        possession of Telechips or any Reseller, including all Master Software
        Media, Documentation and Documentation Media, and (ii) all other
        materials related to the Citrix Product(s) or Documentation in
        Telechips' possession or control not otherwise dealt with under
        subsection 9.4 above.

        9.6.    Survival of certain terms. The provisions of Sections 3 (as to 
        payment for distribution and copying prior to termination or
        expiration), 5.3, 9.4, 9.5, 10, 11, 13, 14, and 15, as well as end user
        licenses properly granted by Telechips, will survive the termination or
        expiration of this Agreement for any reason. All other rights and
        obligations of the parties will cease upon termination or expiration of
        this Agreement.

10.     AUDITS

        10.1    Record keeping. Telechips agrees to maintain and to ensure that 
        any Reseller maintains, until two (2) years after the termination of
        this Agreement, complete books, records and accounts regarding all
        copying and distribution activities pursuant to Section 2 above and the
        payments due to Citrix thereon.

        10.2.   Audit rights. Telechips agrees to allow Citrix the right to 
        audit and examine such books, records and accounts during Telechips' or
        Reseller's (as applicable) normal business hours to verify the accuracy
        of the reports made to Citrix under subsection 3.2 above. In the event
        such examination leads to a determination that Telechips has made more
        than the authorized number of copies and/or has not paid for all of the
        copies of Citrix Products made, Telechips agrees to pay, in addition to
        any damages (including



                                       8
<PAGE>   9
Citrix Confidential

        direct, indirect and consequential) to which Citrix might be entitled,
        all unpaid royalties which should have been paid, plus interest thereon
        from the date the royalty payment should have been made, at the rate of
        one percent per month (or, if less, the maximum allowed by applicable
        law); provided, however, that if the audit reveals underpayment of five
        percent (5%) or more of the amount that should have been paid for the
        period audited, then, in addition to the above payments, Telechips shall
        pay Citrix' auditing expense for such examination. Citrix will credit to
        Telechips any overpayments discovered in the audit.

11.     PROPERTY RIGHTS AND CONFIDENTIALITY

        11.1    Property rights. Telechips agrees that Citrix owns all right, 
        title, and interest in the Citrix Product(s), including, without
        limitation, the Master Software Media and the Documentation Media, now
        or hereafter subject to this Agreement, and in all of Citrix' patents,
        trademarks, trade names, inventions, copyrights, know-how, and trade
        secrets relating to the design, manufacture, operation or service of the
        Citrix Product(s).


        11.2.   Confidentiality. Telechips acknowledges that by reason of its
        relationship to Citrix hereunder it will have access to certain
        information and materials concerning Citrix' business, plans, customers,
        technology, and Citrix Products that are confidential and of substantial
        value to Citrix, which value would be impaired if such information were
        disclosed to third parties. Telechips agrees that it will not use the
        confidential information for any purpose other than the development and
        support of the Telechips Product in accordance with the terms of this
        Agreement and shall not use the confidential information in any other
        way for its own account or the account of any third party, nor disclose
        to any third party, any such confidential information revealed to it by
        Citrix (including, but not limited to, the Source Code, the Source Code
        Fragments and the ICA 3.0 Protocol specifications). Telechips shall take
        every reasonable precaution to protect the confidentiality of such
        information. Upon request by Telechips, Citrix shall advise whether or
        not it considers any particular information or materials to be
        confidential. Telechips shall not publish any technical description of
        the Product beyond the description published by Citrix. In the event of
        termination of this Agreement, there shall be no use or disclosure by
        Telechips of any confidential information of Citrix, and Telechips shall
        not manufacture or have manufactured any Products utilizing any of
        Citrix' confidential information. The provisions of this Section shall
        not apply to information: which is (or becomes) available to the public
        other than by breach of this Agreement or of any other duty; which is
        already in Telechips' possession prior to disclosure by Citrix or is
        independently obtained by Telechips in circumstances under which
        Telechips is free to disclose it; or which is trivial or obvious.


        11.3.   International distribution. Telechips shall not distribute 
        Products outside of the geographical boundaries of the following
        countries without Citrix' prior written consent: United States, Canada,
        Australia, Japan, the European Union, Sweden, Norway and Finland. In the
        event Telechips desires to distribute Products outside of the
        geographical boundaries set forth above, Citrix and Telechips shall
        negotiate in good faith regarding


                                       9
<PAGE>   10
Citrix Confidential

        the expansion of the list to include additional countries that provide
        adequate protection for Citrix' and its suppliers' proprietary rights
        through copyright, trade secret, patent or other laws.

12.     TRADEMARKS AND TRADE NAMES


        12.1.   Use of trademarks and trade names. Telechips is obligated to use
        the applicable Citrix trademarks and trade names with respect to the
        Telechips Product(s) in accordance with the requirements and guidelines
        specified in Exhibit E. In accordance with Exhibit E, Telechips shall
        submit to Citrix for prior approval any advertising, packaging,
        promotional, or other materials prepared by or for Telechips which
        include any Citrix trademarks or trade names. Citrix shall have the
        right to make reasonable updates to the requirements and guidelines in
        Exhibit E from time to time. Notwithstanding the foregoing, Citrix shall
        not attempt to cause Telechips to adopt any particular advertising,
        promotional or marketing plan.


        12.2.   ICA certification process. In the event that Citrix implements 
        an ICA certification process, all subsequent Telechips Products will be
        developed so as to meet the certification requirements and will be
        labeled in accordance with the program's specifications. Certification
        shall be performed at no charge to Telechips.

        12.3.   Attribution. Telechips agrees to make explicit mention of the 
        Citrix company name and the ICA and WinFrame trademarks in all press
        releases and product announcements related to the licensed products.
        Telechips also agrees to make its best reasonable effort to ensure that
        the Citrix company name and the ICA and WinFrame trademarks are
        mentioned in all press articles related to the licensed products.

13.     INDEMNIFICATION

        13.1.   Defense or settlement of claims. Telechips agrees that Citrix 
        has the right to defend, or at its option to settle, and Citrix agrees,
        at its own expense to indemnify or at its option to settle, any claim,
        suit or proceeding brought against Telechips or its customer based on a
        claim that a Citrix Product infringes upon any United States patent or
        copyright or violates the trade secret rights of any United States
        party, (hereinafter "Infringement Claims"); provided Citrix is notified
        promptly in writing of an Infringement Claim and has sole control over
        its defense or settlement, and Telechips and/or its customer provides
        reasonable assistance in the defense of the same.

        13.2.   Infringement cures. Following notice of an Infringement Claim, 
        or if Citrix believes such a claim is likely, Citrix may at its sole
        expense and option, (i) procure for Telechips the right to continue to
        market, use and have others use, the alleged infringing Citrix
        Product(s), (ii) replace or modify the appropriate Citrix Product(s) to
        make them non-infringing, or (iii) accept return of the Citrix
        Product(s) and refund as appropriate payments made therefor by
        Telechips.

                                       10
<PAGE>   11
Citrix Confidential

        13.3.   Limitation. Citrix shall have no liability for any infringement
        claim based on Telechips' (i) use or distribution of any product after
        Citrix' notice that Telechips should cease use or distribution of such
        product due to an infringement claim, or (ii) modification of the Citrix
        Product other than by Citrix, or combination of a Citrix Product with
        non-Citrix programs, data, hardware, or other materials, if such
        infringement claim would have been avoided by the exclusive use of the
        unmodified Citrix Product alone. For all infringement claims to which
        this subsection is applicable, Telechips agrees to indemnify and defend
        Citrix, provided Telechips is notified promptly in writing of an
        infringement claim and has sole control over its defense or settlement,
        and Citrix and/or its customer provides reasonable assistance in the
        defense of the same.

        13.4.   Entire liability. THE FOREGOING PROVISIONS OF THIS SECTION 13 
        STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CITRIX, AND THE EXCLUSIVE
        REMEDY OF TELECHIPS AND ITS CUSTOMERS, WITH RESPECT TO ANY ALLEGED
        INTELLECTUAL PROPERTY INFRINGEMENT BY THE CITRIX PRODUCT(S), OR ANY PART
        THEREOF.

        13.5.   Other third party claims. Except for Infringement Claims which 
        Citrix is obliged to settle or defend under this Section 13 Telechips
        agrees to indemnify and hold Citrix harmless against any cost, loss,
        liability, or expense (including attorneys' fees) arising out of third
        party claims against Citrix as a result of Telechips' or Reseller's
        copying, use or distribution of the Telechips Product(s) and Telechips'
        exercise of the license rights granted under this Agreement.

14.     LIMITATION OF LIABILITY

        CITRIX' TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT, THE TERMINATION
        THEREOF, AND/OR LICENSE OF THE PRODUCTS AND DOCUMENTATION HEREUNDER,
        SHALL BE LIMITED TO THE AMOUNT HAVING THEN ACTUALLY BEEN PAID BY
        TELECHIPS TO CITRIX UNDER THIS AGREEMENT. IN NO EVENT SHALL CITRIX BE
        LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. IN NO EVENT SHALL
        CITRIX BE LIABLE TO TELECHIPS OR ANY OTHER ENTITY FOR ANY SPECIAL,
        CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, HOWEVER CAUSED AND ON ANY
        THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT,
        NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT CITRIX HAS BEEN ADVISED OF
        THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY
        NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
        PROVIDED HEREIN. CITRIX' LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL
        CITRIX' EXPENDITURES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE
        LIMIT. THE EXISTENCE OF CLAIMS OR SUITS AGAINST MORE THAN ONE CITRIX
        PRODUCT LICENSED UNDER THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE
        LIMIT. IN NO EVENT SHALL ANY LICENSORS OR 



                                       11
<PAGE>   12
Citrix Confidential

        SUPPLIERS OF CITRIX BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR
        OTHER DAMAGES ARISING OUT OF THIS AGREEMENT.

15.     GENERAL PROVISIONS

        15.1.   Entire agreement; modifications. This Agreement, including the 
        attached Exhibits, sets forth the entire agreement and understanding of
        the parties relating to the subject matter herein and merges all prior
        discussion between them. No modification or amendment to this Agreement
        shall be effective unless in writing and signed by both parties. The
        terms and conditions on any Telechips purchase orders or similar
        documents shall not apply. Any restrictive endorsement on any check or
        any instrument of payment to Citrix which purports to alter this
        Agreement or any of the parties' rights shall be of no force and effect,
        and the payee party shall be free to negotiate such checks
        notwithstanding such void endorsement.

        15.2.   Confidentiality of agreement. The parties agree that the terms 
        and conditions of this Agreement shall be treated as confidential
        information, provided, however, that each party may disclose the terms
        and conditions of this Agreement: (i) as required by any court or other
        governmental body; (ii) as otherwise required by law; (iii) to legal
        counsel of the parties; (iv) in confidence, to accountants, banks,
        investors and other financing sources and their advisors; (v) in
        confidence, in connection with the enforcement of this Agreement or
        rights under this Agreement; or (vi) in confidence, in connection with
        an actual or proposed merger, acquisition, or similar transaction.

        15.3.   Independent contractors. The relationship between Citrix and 
        Telechips established by this Agreement is that of independent
        contractors, and nothing contained in this Agreement shall be construed
        as creating a partnership, joint venture or agency relationship, or as
        granting a franchise.

        15.4.   Governing law and jurisdiction. This Agreement shall be governed
        by and construed under the laws of the State of Florida without regard
        to conflict of law principles, and Telechips consents to personal and
        exclusive jurisdiction and venue in the state and federal courts sitting
        in Broward and Dade counties, Florida. Process may be served on either
        party by using the notice provisions of subsection 15.5 below.

        15.5.   Notices. Any notice required or permitted by this Agreement will
        be in writing and will be sent by prepaid registered or certified mail,
        return receipt requested, or by overnight courier, charges prepaid, with
        a confirming fax; to the appropriate address set forth at the beginning
        of this Agreement, or to such other address for which the relevant party
        gives appropriate notice. Notice shall be deemed to have been given when
        delivered or, if delivery is not accomplished by some fault of the
        addressee, when tendered.

        15.6.   Force majeure. Nonperformance of either party will be excused to
        the extent that performance is rendered impossible by strike, fire,
        flood, governmental acts or orders or


                                       12
<PAGE>   13
Citrix Confidential

        restrictions, failure of suppliers, or any other reason where failure to
        perform is beyond the control of, and not caused by the negligence of,
        the non performing party.

        15.7.   Successors and assigns. Neither this Agreement nor any of the 
        rights or obligations of Telechips arising under this Agreement may be
        assigned or transferred, by operation of law or otherwise, without
        Citrix' prior written consent, such consent not to be unreasonably
        withheld. Any attempted such assignment or transfer shall be void and
        shall result in the immediate and automatic termination of this
        Agreement. Subject to this restriction, this Agreement will be binding
        upon and inure to the benefit of the parties hereto, their successors
        and assigns.

        15.8.   Severability; waiver. If any provision of this Agreement is held
        to be invalid by a court of competent jurisdiction, the remaining
        provisions will nevertheless remain in full force and effect. Citrix and
        Telechips agree to replace any invalid provision with a valid provision
        which most closely approximates the intent and economic effect of the
        invalid provision. The waiver by either party of a breach of any
        provision of this Agreement by the other will not operate or be
        interpreted as a waiver of any other or subsequent breach. All waivers
        must be in writing.

        15.9.   Government End-Users. Citrix Products and Documentation are 
        "commercial items" as that term is defined in 48 C.F.R. 2.101 (October
        1995) consisting of "commercial computer software" and "commercial
        computer software documentation" as such terms are used in 48 C.F.R.
        12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R.
        227.7202-1 through 227.7202-4 (June 1995), if the Citrix Products which
        Telechips licenses or acquires hereunder are for or on behalf of the
        U.S. Government or any agency or department thereof, the software and
        the documentation are licensed hereunder (i) only as a commercial item,
        and (ii) with only those rights as are granted to all other end users
        pursuant to the terms and conditions of this Agreement.

        15.10.  xport controls. Telechips agrees to comply with all United 
        States export regulations and restrictions in connection with this
        Agreement.

        15.11.  Headings.  The headings used in this Agreement and the attached
        Exhibits are intended for convenience only and shall not be deemed to
        supersede or modify any provisions.

        15.12.  ounterparts.  This Agreement may be executed in two or more 
        counterparts, each of which will be deemed an original and all of which
        together will constitute one instrument.



                                       13
<PAGE>   14
Citrix Confidential


        IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date
set forth above.

CITRIX SYSTEMS, INC.                            TELECHIPS CORPORATION 
University Drive, Suite 700                     6880 S. McCarran Blvd.
Coral Springs, FL  33071                        Reno, NV  89509

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


                                       14
<PAGE>   15



                                    EXHIBIT A
                                 CITRIX PRODUCTS


Citrix Products shall be the Citrix Windows Client ("Client") Software in binary
format for ICA 3.0 Protocol support.




                                       15
<PAGE>   16
Citrix Confidential


                                    EXHIBIT B
                               TELECHIPS PRODUCTS


Telechips' Access Model products.

Telechips Products must not implement any modifications or extensions to the ICA
Protocol. They must connect to and communicate with Citrix and Citrix based
application server technology in accordance with the appropriate ICA product and
Version Release number specifications as defined in the ICA 3.0 Protocol
specifications.

The operating environment which may run on the Telechips Products concurrently
with the ICA Protocol is the Windows 3.1 compatible environment ("Authorized
Environment"). In the event that Telechips desires to add additional operating
environments to the Authorized Environment, the parties agree to negotiate in
good faith to expand the definition of the Authorized Environments.

Citrix reserves the right to require Telechips to go through a reasonable
certification to ensure quality and complete ICA compatibility for Telechips
Products.




                                       16
<PAGE>   17
Citrix Confidential


                                    EXHIBIT C
                                PAYMENT SCHEDULE

A.      Nonrefundable Initial Design Consultation, Training, and Ongoing Support
        Fees (for the services described in Sections 6 and 7 of the Agreement)

        [      *       ] payable upon execution of the Agreement.


        Source Code and/or Full ICA Protocol Specification (ICA 3.0 Materials)
         (if applicable)

        [ * ] payable upon execution of the Agreement or payable within five (5)
days of written request for ICA 3.0 Materials.



B.      Per Copy License Fees

        First 10,000 units:  [     *       ] per copy

        Next 50,000 units:   [     *       ] per copy.

        All additional units:[     *       ] per copy.


        These fees shall be computed separately for each Citrix Product.

C.      Period

        Each three (3) month period after FCS shall be a "Period."

D.      Minimum Royalties.

        During the first twelve (12) months after FCS of the first Telechips
        Product, Telechips shall pay to Citrix nonrefundable minimum royalties
        of [ * ], as follows:

        1.     [       *       ] upon execution of this Agreement.

        2.     [       *       ] upon FCS, for the first Period.

        3.     [       *       ] for the second Period after FCS.

        4.     [       *       ] for the third Period after FCS.

        5.     [       *       ] for the fourth Period after FCS.



* Portions of this exhibit have been excluded pursuant to a confidential
  treatment request.


                                       17
<PAGE>   18
Citrix Confidential

        Payments 2 - 5 shall be made on or before the first day of the Period
        and shall be credited toward the regular royalty payment for that Period
        made in accordance with subsection 3.1 of this Agreement. If such
        credits exceed actual accrued royalties for that Period, the excess
        shall constitute prepaid royalties creditable against future actual
        accrued royalties.




                                       18
<PAGE>   19
Citrix Confidential



                                    EXHIBIT D
                     CITRIX ATTRIBUTION, NOTICES, TRADEMARKS
                           FOR CITRIX CLIENT PRODUCTS

The Citrix OEM Client Splash Screen Logo: "Citrix(R) ICA(R)"

Attribution
        The "Citrix(R) ICA(R)" logo must be displayed on the client's initial
load screen as a graphic image.

Sizing and Placement Requirements
        The "Citrix(R)ICA(R)"  logo must be a minimum of 32 x 32 pixels on the 
initial load screen.

Copyright and Patent Notices
        Copyright and/or patent notices must be incorporated into Telechips's
product packaging as follows:

        On initial load screen:
               Citrix copyright notice.

Logo Artwork
        The "Citrix(R) ICA(R)" logo must never be altered and must be reproduced
from the supplied Citrix reproduction sheet or from diskette using the supplied
EPS file. Citrix will provide authorized OEMs with camera-ready artwork of the
"Citrix(R) ICA(R)" Splash Screen. Telechips may not alter this artwork in any
way. The words "Citrix(R) ICA(R)" as they appear in the logo are the only words
and the only typeface approved for use and may not be modified. The (R) must
appear immediately following the words Citrix and ICA .

Color Scheme
        The following Splash Screen colors are the be used:
<TABLE>
               <S>                          <C>                 
               ICA text                     100% PMS Reflex Blue
               Distributed Windows text     100% Black
               Citrix Logo Text             80% Black
               Citrix Logo Dots             100% Warm Red
               Window                       100% Warm Red
               Globe                        70% PMS Reflex Blue
               Laptop                       100% Black with White outline and
                                            White monitor screen
               Border                       100% Black
</TABLE>

        The logo must always be self-contained within a white background.

                                       19
<PAGE>   20
Citrix Confidential


Spacing

        The "Citrix(R) ICA(R)" logo must stand alone. A minimum amount of space,
1/4 inch, must be left between the logo and any other object such as type,
borders, edges, etc.




                                       20
<PAGE>   21
Citrix Confidential



                                    EXHIBIT E

                             ADVERTISING GUIDELINES



1.  TRADEMARK AND LOGO GUIDELINES

    All references to Citrix products or to the ICA protocol shall include the
    appropriate Citrix trademarks and shall be in accordance with these
    guidelines. All marketing materials and other publications or press releases
    referencing the Citrix products or the ICA protocol shall be submitted to
    Citrix for its prior approval. Approved marketing materials may be reused
    without Citrix' prior approval if the use of the Citrix trademarks is
    exactly as previously approved and if the context and contents of the new
    materials are substantially similar to the approved materials.

    The Citrix and WinFrame names, logos and trademarks can only be used by
    authorized OEMs and Resellers in connection with the sales and marketing of
    Citrix Products.

    The Citrix name and Citrix logos may not be used to promote other
    Resellers' products. Nor may the Citrix name and logo be used for general
    dealer promotions not specifically related to Citrix Products.

    If any of the Trademarks are to be used in conjunction with another
    trademark on or in relation to the Citrix Product, then Citrix' mark shall
    be presented equally legibly, equally prominently, and of equal size to the
    other, but nevertheless separated from the other so that each appears to be
    a mark in its own right, distinct from the other mark.

2.  TRADEMARK AND LOGO USAGE

    Advertisements, collateral materials, direct mail materials, and other
    printed materials (with exception of Telechips signage) should include the
    credit line:

         Citrix WinView and ICA are registered trademarks of and WinFrame is a
         trademark of Citrix Systems, Inc.

3.   DESIGN STANDARDS

     The following is a general outline of design rules governing the use of the
     company name, Citrix Product's names and logos:

         In text usage, the first time the company name is used it should be
        "Citrix Systems, Inc.", thereafter "Citrix" is acceptable.

        Citrix Systems, Citrix WinView and other Citrix Products should have
        "Citrix" in upper and lower case, with "WinView" spelled as one word
        with the "W" and "V" capitalized and WinFrame spelled as one word with
        the "W" and "F" capitalized. Additional proper names will be covered at
        the time of their use.

        Artwork for the Citrix corporate logo and product logos is available and
        will be supplied to Telechips. The corporate logo must be of the same
        design, color and other details or should be exact copies of those used
        by Citrix. The corporate logo should appear as one 



                                       21
<PAGE>   22
Citrix Confidential

        color (preferably black) on two-color materials, or on full color
        artwork as PMS 403 for the body of the logo, and PMS Warm Red for the
        dots. Color samples are available from Citrix. Citrix Product logos
        should be one color, in Black or in the text color of document.


                                       22