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                                                         EXHIBIT 10.2
                                                         CONFIDENTIAL TREATMENT 
                                                         REQUESTED

                      PHOENIX INTERNATIONAL LTD., INC.

                       COOPERATIVE MARKETING AGREEMENT

Marketing Partner:    International Turnkey Systems       Date:   March 26, 1997
                      -----------------------------               --------------

(X)      Corporation                         (  )     Partnership
( )      Limited Partnership                 (  )     Limited Liability Company

Country/State of Organization:    Kuwait                            
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Address: c/o P.O. Box 26729                                 
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         Safat, 13128 Kuwait                                
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         Attention:    Senior Marketing Manager          
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         Fax:
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         This COOPERATIVE AGREEMENT (this "Agreement") is entered into as of
the date first set forth above by and between Phoenix International Ltd., Inc.
a Florida corporation ("Phoenix"), and the party first identified above as the
Marketing Partner ("Marketing Partner").  The parties hereto, intending to be
legally bound, agree as follows:

1.       APPOINTMENT.  Subject to the terms and conditions of this Agreement,
         the Marketing Partner hereby agrees to enter into a cooperative
         marketing relationship with Phoenix as set forth in the relationship
         addendum(a) attached hereto and listed below (the "Addenda") :

         Relationship Addendum - Marketing Partner  
         -----------------------------------------
         Training and Support Addendum                      
         -----------------------------------------

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

         -----------------------------------------
         
2.       DEFINITIONS.  As used in this Agreement or Exhibits or Addenda
         attached hereto, capitalized terms shall have the following meanings:

         2.1     Annual Price List means the price list attached hereto as
         Exhibit C, as reviewed and amended by the parties as set forth in
         Section 5 below.
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         2.2     Confidential Information means any business, technical or
         other information furnished by Phoenix to the Marketing Partner or
         disclosed to the Marketing Partner as a result of examination or
         inspection of Phoenix's facilities or product prototypes.
         Confidential Information shall in all cases include all object and
         source code, development level documentation, and technical
         information regarding the Software and all marketing and product
         development information provided by Phoenix.   Information which is
         disclosed orally will be deemed to be Confidential Information
         provided that it is identified as confidential at the time of
         disclosure.

         2.3     Documentation means the documentation associated with the
         Software as produced and provided by Phoenix to the Marketing Partner
         with the Software.

         2.4     Eligible Prospect means a retail bank organized and doing
         business exclusively in the Territory.

         2.5     End Users means customers presented to Phoenix by the
         Marketing Partner who license the Software under an End User License.

         2.6     End User License means the form of agreement or agreements
         applicable to the license of the Software as provided by Phoenix to
         the Marketing Partner from time to time.  All End User Licenses shall
         be in English and governed by the law of choice of Phoenix.

         2.7     Intellectual Property Rights means all copyrights and design
         rights, whether registered or unregistered, patents, patent
         applications, patent registration rights, know-how, trade secrets,
         Confidential Information, and other intellectual property related to
         or arising in the Software or Documentation, including all applicable
         architecture, designs, modules, routines, programming, command
         structures, interfaces, and any Modifications thereto.

         2.8     Maintenance means making Modifications to the Software to
         correct verifiable and reproducible errors reported to Phoenix and
         includes all error correction, maintenance and emergency releases and
         other modifications required as a result of changes made by Phoenix
         which directly affect any of the Software.

         2.9     Modification means a work which is based upon one or more
         preexisting works, such as a revision, modification, translation,
         abridgment, condensation, expansion, or any other form in which such
         preexisting works may be recast, transformed, or adapted, and shall
         include any work that incorporates or is combined with such a
         preexisting work or any portion thereof.

         2.10    Modify means, with respect to any of the Software, to make a
         Modification.




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         2.11    New Release means a release of any of the Software to
         introduce changes or additions to the Software for purposes of error
         correction or enhancement of functionality, performance, or features.

         2.12    Related Expenses mean all reasonable travel, meal, lodging and
         other living expenses and all expenses for materials or equipment
         incurred by Phoenix in the provisions of services or otherwise in the
         performance of its duties hereunder.

         2.13    Support means the provision of relevant assistance in the form
         of telephone assistance and consultation, personnel, and materials for
         the implementation and continued use of the Software, including any
         Modification which Phoenix offers as an addition to, replacement for,
         or option with such Software under this Agreement.

         2.14    Software means the Phoenix software set forth in Exhibit A
         attached hereto,  as such Exhibit may be amended from time to time in
         writing.

         2.15    Territory means the regions set forth on Exhibit B, as such
         regions exist as of the date of this Agreement.

         2.16    Trademarks means the trademarks, service marks and trade names
         used by Phoenix in connection with its software, products and
         services, whether registered or unregistered.

3.       LICENSE.

         3.1     License Grant.  Subject to the terms of this Agreement, and
         only as appropriate under the applicable Relationship Addendum(s),
         Phoenix hereby grants to the Marketing Partner the following revocable
         rights and licenses to use the Software at ITS premises in Kuwait:

                 (a)      To use the Software as reasonably required to fulfill
                 its obligations and exercise its rights under this Agreement
                 and in accordance with the Relationship Addendum(s);

                 (b)      Subject to completion of sufficient training as
                 applicable and as required by Phoenix from time to time, to
                 use the Software for back up, demonstrations, and evaluations
                 involving Eligible Prospects; and

                 (c)      To use the Trademarks relating to the Software,
                 provided, however, that such use shall be subject to
                 reasonable advertising and promotion guidelines which Phoenix
                 may provide from time to time.  Phoenix reserves the right to
                 disallow any use of the Trademarks which would in any way, in
                 Phoenix's opinion, harm the validity or value of the
                 Trademarks.





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         3.2     Restrictions. The Marketing Partner shall not:

                 (a)      Copy, adapt, modify or reproduce the Software in any
                 manner whatsoever except as reasonably necessary for
                 demonstration, marketing, backup and archival purposes or as
                 otherwise permitted in attached Addenda;

                 (b)      Provide the Software to any third party except
                 pursuant to a fully executed End User License;

                 (c)      Use the Software in production for the benefit of any
                 third party, except as otherwise allowed in a Relationship
                 Addendum attached hereto or as otherwise provided by written
                 agreement signed by both parties; or

                 (d)      Use the Software or Documentation or any Confidential
                 Information that it may acquire in connection with this
                 Agreement to develop, have developed, support, or invest in,
                 directly or indirectly, the development of any product which
                 has, entirely or partially, the same functions as any of the
                 Software or which would be in direct or indirect competition
                 with any of the Software, or to sell competing products or
                 services.

4.       TERM

         4.1     Term and Renewal.  This Agreement shall become effective on
         the date first set forth above and shall continue for an initial
         period of three (3) years, beginning on the date first set forth
         above.  This Agreement shall automatically renew thereafter for
         subsequent one year periods, unless and until terminated by either
         party, in its discretion, by written notice at least thirty days prior
         to the end of the then current term.  Phoenix may terminate this
         Agreement at any time on at least thirty (30) days' prior written
         notice if the Marketing Partner materially breaches  its obligations
         hereunder, incurs a conflict of interest of significant impact, or
         fails to devote reasonable effort to the license of the Software to
         End Users. Notwithstanding the termination of this Agreement, Phoenix
         shall continue to be entitled to any fees earned prior to and after
         such termination.

         4.2     Survival.  Notwithstanding termination of this Agreement for
         any reason, Sections 10 (Title to Intellectual Property), 11
         (Confidentiality) and 14 (General) shall continue to have effect as
         shall any other provisions which by their nature or necessary
         implication ought or were intended to continue to have effect, and End
         User Licenses of customers already granted prior to the date of such
         termination shall continue to be valid.

         4.3     Actions Upon Termination.  Upon termination the Marketing
         Partner shall:

                 (a)      promptly cease to use, license, market or promote 
                 the Software;





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                 (b)      return all copies of the Software in the possession
                 of the Marketing Partner to Phoenix and shall cease using the
                 same for any purpose whatsoever except as otherwise expressly
                 allowed herein or in Addenda hereto;

                 (c)      for a period of six (6) months following termination,
                 refer to Phoenix all prospective customers and all inquiries
                 received by it relating to the Software;

                 (d)      return and deliver or cause to be returned and
                 delivered to Phoenix all memoranda, notes, reports, documents
                 or media relating to or containing Confidential Information,
                 including any copies or extracts thereof;

                 (e)      certify its compliance with this Section upon the
                 written request of Phoenix.

5.       ANNUAL PRICE LIST.  Attached hereto as Exhibit C is the current
         Phoenix Annual Price List which contains the license and maintenance
         fees for the Software and Phoenix's professional service fees for the
         Territory (the "Annual Price List").  The parties shall review and
         adjust the Annual Price List annually to reflect changes in expenses,
         business environment, and other factors as reasonable or necessary.
         If the parties cannot reach agreement on changes to the Annual Price
         List, final authority to set the Annual Price List shall reside with
         Phoenix.

6.       OBLIGATIONS OF THE MARKETING PARTNER

         6.1     Customer Contacts.  During the term of this Agreement, the
         Marketing Partner will work exclusively with Phoenix with respect to
         any business opportunity presented to the Marketing Partner by Phoenix
         or obtained by the Marketing Partner as a result of the working
         relationship of the Marketing Partner with Phoenix.

         6.2     Qualified Resources and Personnel.  The Marketing Partner
         shall employ suitably qualified and trained personnel in order to
         perform its obligations hereunder, and under any End User License,
         support, or other agreement with an End User related to the Software.
         The Marketing Partner shall at its own expense obtain, license, and
         maintain the hardware, network, software, database management systems,
         and telecommunications resources necessary for the proper operation of
         the Software in accordance with the Phoenix International Network
         Design & Equipment Standards, as amended from time to time, along with
         such other resources as Phoenix may reasonably require from time to
         time for the operation of the Software, conduction of sales
         demonstrations and evaluations, and for the provision by Phoenix of
         Support or Maintenance hereunder.  Phoenix may approve alternate
         hardware, software, or telecommunications configurations at its sole
         discretion upon the request of Marketing Partner.





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         6.3     End User Vendor Selection.  Marketing Partner will allow each
         End User to select the hardware system it will use with the Software,
         subject only to certification of compatibility by Phoenix, and
         Marketing Partner will facilitate the procurement and support of such
         system. If requested or required by End Users and/or determined by
         Phoenix to be necessary or advisable, Marketing Partner and Phoenix
         will work in conjunction with third parties (selected by End User of
         otherwise) who will provide services to the End User, including
         without limitation systems integration, software development and
         modification, consulting, implementation, support and/or maintenance
         services.

         6.4     End User Compliance.  The Marketing Partner shall inform
         Phoenix of all known breaches by End Users of their agreements with
         Phoenix or the Marketing Partner.

         6.5     Notices, Logos and Marks.  The Marketing Partner shall not
         alter, erase or obscure any notices, legends, or trademarks or alter
         any indications of ownership such as copyright, serial number or any
         other designations or security provisions featured on copies of the
         Software and Documentation, and shall include all such features on all
         copies of the Software and Documentation made by the Marketing
         Partner.

         6.6     Copies of Materials.  The Marketing Partner shall send to
         Phoenix copies of all advertising, marketing and product material
         related to the Software created or to be used by the Marketing
         Partner.

         6.7     Legal Compliance.  The Marketing Partner shall insure
         compliance with all laws, including without limitation tax, import,
         and export laws, governing the conduct of business in the Territory or
         in any country in which the Marketing Partner operates or markets or
         sells the Software.  Marketing Partner shall indemnify and hold
         Phoenix harmless from and against any and all claims, losses or
         damages arising out of or related to Marketing Partner's failure to
         comply with any law.

7.       PHOENIX'S OBLIGATIONS

         7.1     Copies of the Software.  Phoenix shall provide the Marketing
         Partner with a reasonable number of copies of the Software and
         Documentation as necessary for the Marketing Partner to fulfill its
         obligations and exercise its rights hereunder.  All Software and
         Documentation shall be provided in English.

         7.2     Maintenance and Support. Phoenix shall provide the following
         services related to the Software during the Term of this Agreement:





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                 (a)      Support.  Phoenix shall provide Support and
                 Maintenance to the Marketing Partner for the then current
                 release and the immediately preceding release of the Software
                 which have been provided to the Marketing Partner. In order to
                 assist in the provision of Maintenance, the Marketing Partner
                 shall notify Phoenix promptly following the discovery of any
                 defect in the Software, and upon the request of Phoenix, the
                 Marketing Partner shall submit to Phoenix a listing of output
                 and any other data that Phoenix may require in order to
                 reproduce the error and the operating conditions under which
                 the error occurred or was discovered.

                 (b)      Upgrades.  Phoenix shall provide the Marketing
                 Partner with a copy of each New Release of the Software as
                 Phoenix may from time to time issue to its customers
                 generally.  Phoenix shall provide reasonable telephone support
                 to assist in the installation and operation of each New
                 Release.  For any particular New Release to operate properly,
                 the Marketing Partner must have installed all prior New
                 Releases.

                 (c)      Telephone Support.  Phoenix shall maintain a
                 telephone support line during hours to be designated by
                 Phoenix from time to time, which in any case shall cover at
                 least 8:30 a.m. to 5:30 p.m.  Monday through Friday, Orlando,
                 Florida time.  Support in response to questions which are
                 outside the intended scope of this Agreement may be subject to
                 an additional charge.

         7.3     Exceptions.  The following matters are not covered by
         Maintenance or Support under this Agreement:

                 (a)      Any problem resulting from the misuse, improper use,
                 or damage of any of the Software;

                 (b)      Any problem caused by modifications made to the
                 Software other than those made by Phoenix; or

                 (c)      Any problem resulting from the use of the Software
                 with software, hardware, network resources, or other operating
                 environments not approved in writing by Phoenix.

                 Phoenix may, at its discretion, provide support for any
                 problems caused by any of the foregoing, subject to payment of
                 additional fees for such services.  If during the provision of
                 Support or Maintenance, Phoenix determines that a problem is
                 caused by any of the foregoing, Phoenix may charge additional
                 fees for the diagnostic work which was required to make such
                 determination.





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                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

         7.4     Expenses for Maintenance and Support.  The Marketing Partner
         shall pay 50% of Phoenix's fees for Support and Maintenance as set
         forth in the Annual Price List plus 100% of Related Expenses incurred
         in the provision of Maintenance or Support.

8.       TRAINING.  Phoenix shall provide training and assistance to the
         personnel of Marketing Partner as reasonably requested upon at least
         30 days prior written notice, or such shorter period as may be
         accommodated by Phoenix at its discretion. All such training shall be
         done by Phoenix at XXXXXXX set forth in the Annual Price List plus
         XXXXXXXX for such training.  Sales and training materials will be
         provided upon request at Phoenix's cost for such materials.

9.       WARRANTY.

         9.1     Limited Warranty.  Phoenix warrants to the Marketing Partner
         that the Software will, for a period of ninety (90) days after
         delivery, perform substantially in conformance with Documentation (the
         "Limited Warranty").  Phoenix makes no warranty that all
         nonconformities or defects have been or can be eliminated from the
         Software or that operation of the Software will be uninterrupted or
         error free.  This Limited Warranty shall not apply to (i)
         Modifications made to the Software other than those made by Phoenix,
         (ii) to Software damaged due to accident, abuse or neglect, or (iii)
         to Software used with hardware or operating environments other than
         those approved in writing by Phoenix.

         9.2     Exclusive Remedy.  The Marketing Partner's sole and exclusive
         remedy for breach of the above Limited Warranty shall be, at the
         option of Phoenix, repair or replacement of the relevant Software.
         Any replacement Software shall be covered under the Limited Warranty
         for the remainder of the original warranty period, or for thirty (30)
         days after receipt, whichever is longer.

         9.3     DISCLAIMER.  EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE
         SOFTWARE IS LICENSED TO THE MARKETING PARTNER "AS IS," AND PHOENIX
         DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER
         ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION)
         ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
         PURPOSE.





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         9.4     LIMITATION OF LIABILITY AND DAMAGES.  PHOENIX' LIABILITY FOR
         ANY AND ALL DAMAGES SHALL BE LIMITED TO THE EXCLUSIVE REMEDY SET FORTH
         ABOVE.  NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY SPECIAL,
         INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING,
         WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTERRUPTION OF
         BUSINESS, OR ANY OTHER MONETARY LOSS, ARISING OUT OF THE USE OR
         INABILITY TO USE THE SOFTWARE, OR FOR MISSTATEMENTS, MISTAKES OR
         OMISSIONS IN THE DOCUMENTATION, EVEN IF SUCH PARTY HAS BEEN APPRISED
         OF THE POSSIBILITY OF SUCH DAMAGES.

         9.5     Limitation on Actions.  No action, regardless of form, arising
         out of this Agreement or the transactions contemplated hereunder may
         be brought more than two (2) years after the cause of the action has
         accrued.

         9.6     Independent responsibility.  Neither party shall be
         responsible to any customer or End User for the quality of service or
         performance of products furnished by the other party.  Each party is
         solely responsible for establishing the prices of its own products,
         services and associated deliverables.

10.      INDEMNIFICATION BY PHOENIX.

         10.1    Infringement of Intellectual Property Rights.  If a third
         party claims that the Software infringes any patent, copyright, trade
         secret, or similar Intellectual Property Rights, Phoenix shall (as
         long as the Marketing Partner is not in default under this Agreement
         or any other agreement with Phoenix) indemnify and defend the
         Marketing Partner against such claim at Phoenix's expense, provided
         that the Marketing Partner promptly notifies Phoenix in writing of any
         such claim, allows Phoenix to control all negotiations and litigation
         related thereto, and cooperates with Phoenix in the defense and
         disposition of such claim, including any related settlement
         negotiations.

         10.2    Limitations.  If such a claim is made or appears possible,
         Phoenix may, at its option, (i) secure for the Marketing Partner the
         right to continue to use the Software, or (ii) modify or replace the
         Software so it is non-infringing.  Phoenix has no obligation hereunder
         for any claim based on a modified version of the Software which has
         not been approved by Phoenix, or for any combination, operation or use
         of the Software with a non-approved operating environment or with any
         program, product, data or apparatus not approved in writing by
         Phoenix.  Phoenix shall have no obligation hereunder for any claim
         based on theories of law that are not substantially equivalent to
         laws, treaties and conventions applicable to U.S. patents, copyrights,
         trade secrets, and similar intellectual property rights.  THIS SECTION
         12 STATES PHOENIX' ENTIRE OBLIGATION TO THE MARKETING PARTNER WITH
         RESPECT TO MATTERS OF TITLE OR ANY CLAIM OF INFRINGEMENT THEREOF.





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11.      TITLE TO INTELLECTUAL PROPERTY.  All right title and interest in and
         to all copies of the Software and Documentation and all Intellectual
         Property Rights pertaining thereto shall vest exclusively with
         Phoenix, including the Intellectual Property Rights in all
         Modifications and other related works created by or for Phoenix, the
         Marketing Partner, or any End User, including their personnel and
         permitted agents or contractors.  To the extent rights in
         Modifications and all Intellectual Property Rights therein do not
         automatically and fully vest exclusively in Phoenix, the Marketing
         Partner agrees to and hereby does assign to Phoenix all such rights,
         and shall execute all such other agreements as Phoenix may require to
         effect such assignment. To the extent Modifications are produced by or
         under the supervision of the Marketing Partner with the approval of
         Phoenix, Phoenix hereby grants to the Marketing Partner a
         non-transferable, and royalty free license to reproduce, license and
         distribute such Modifications, but only to the extent they are
         marketed and licensed or sold to End Users for use solely with duly
         licensed versions of the Software pursuant to End User Licenses in
         effect with Phoenix.

12.      CONFIDENTIALITY

         12.1    Non-Disclosure.  Except as otherwise provided herein or as
         allowed by the prior written consent of Phoenix, for the term of this
         Agreement and for a period of three (3) years following the
         termination of this Agreement, the Marketing Partner shall (a)
         receive all Confidential Information in strict confidence, (b)  use
         the same degree of care which it uses to protect its own confidential
         information to maintain the confidentiality and secrecy thereof, (c)
         disclose the Confidential Information, and permit the Confidential
         Information to be disclosed, only to employees of the Marketing
         Partner who need access to the Confidential Information to carry out
         the terms and intent of this Agreement, and (d) use the Confidential
         Information only in furtherance of its rights and obligations set
         forth in this Agreement.  Both parties shall keep confidential the
         terms and conditions of this Agreement, but not its existence, and all
         other information which is designated in writing as confidential by
         one party to the other.  Notwithstanding the foregoing, the Marketing
         Partner may make such disclosures as may be required by order of a
         court of competent jurisdiction, administrative agency or other
         government body, or by law rule or regulation, provided, however, that
         to the extent possible, the Marketing Partner gives Phoenix prior
         written notice of such requirement and assists Phoenix in its efforts
         to oppose such requirement.





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         12.2    Exclusions. Confidential Information shall not include any
         information (a) which at the time of disclosure to the Marketing
         Partner is in the public domain or thereafter enters the public domain
         for reasons not attributable to any act or omission of the Marketing
         Partner in breach of its obligations hereunder, (b) which the
         Marketing Partner can show was in the possession of the Marketing
         Partner prior to the disclosure thereof to the Marketing Partner by
         Phoenix, or (c) which the Marketing Partner can show is acquired by
         the Marketing Partner from an independent third party who does not
         thereby breach an obligation of confidence to Phoenix and who
         discloses it in good faith.

13.      EXPORTS.  The Marketing Partner may not export the Software outside of
         the Territory nor contact any prospective End User outside of the
         Territory without Phoenix's prior written approval, which may be
         granted or withheld in Phoenix' sole discretion.

14.      EMPLOYEES.  During the term of this Agreement and for a period of
         twelve (12) months thereafter, neither party will directly or
         indirectly solicit for employment or employ any employee of the other
         without the prior written consent of the other.

15.      GENERAL

         15.1    No Authority to Bind the Other Party.  The parties to this
         Agreement are independent contractors and, except as provided in this
         Agreement or otherwise in a writing signed by both parties, neither
         party is authorized to act on behalf of the other or to bind the
         other.  This Agreement does not establish any relationship of agency,
         partnership, or joint venture.  Each party shall bear responsibility
         for its own employees, including terms of employment, wages, hours,
         tax withholding, required insurance, and daily direction and control.
         Except as otherwise set forth in an Addendum, the relationship created
         hereunder is non-exclusive as to each party.

         15.2    Successors and Assigns.  Except as otherwise provided in this
         Agreement, neither party may assign this Agreement or any rights or
         obligations hereunder without the prior written consent of the other
         party.  Any such attempted assignment without such prior written
         consent shall be void and of no force and effect.  This Agreement
         shall inure to the benefit of and shall be binding upon the permitted
         successors and assigns of the parties hereto.

         15.3    Governing Law; Jurisdiction.  The construction and
         interpretation of, and the rights and obligations of the parties
         pursuant to this Agreement shall be governed by the laws of the State
         of Florida, USA, and the federal laws of the United States.





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         15.4    Force Majeure.  Neither party shall be liable for any failure
         of or delay in the performance of this Agreement for the period that
         such failure or delay is due to acts of God, public enemy, civil war,
         strikes or labor disputes, or any other cause beyond the parties'
         reasonable control.  Each party agrees to notify the other party
         promptly of the occurrence of any such cause and to carry out this
         Agreement as promptly as practicable after such cause has terminated.

         15.5    Severability.  In the event that any part of this Agreement is
         declared by any court or other judicial or administrative body to be
         null, void or unenforceable, such provision shall survive to the
         extent it is not so declared, and all of the other provisions of this
         Agreement shall remain in full force and effect.

         15.6    Notices.  All notices, requests, demands and other
         communications under this Agreement shall be in writing and shall be
         deemed to have been duly given:  (i) on the date of service if served
         personally on the party to whom notice is to be given; (ii) on the day
         of transmission if sent via facsimile transmission to the facsimile
         number given below, and telephonic confirmation of receipt is obtained
         promptly after completion of transmission; (iii) on the second day
         after delivery to FedEx or similar overnight courier or the Express
         Mail service maintained by the United States Postal Service; or (iv)
         upon receipt if sent otherwise. Notices shall be addressed to the
         applicable party as set forth below unless an alternate address has
         been provided in writing in conformance with this provision:

                 If to Phoenix:

                 Phoenix International Ltd., Inc.
                 900 Winderley Place
                 Suite 140
                 Maitland, Florida  32751
                 Attention: Raju M. Shivdasani
                 Facsimile: (407) 667-0133

         If to the Marketing Partner, at the address first set forth above.

         15.7    Amendments; Waivers.  This Agreement may be amended or
         modified, and any of the terms, covenants, representations, warranties
         or conditions hereof may be waived, only by a written instrument
         executed by the parties hereto, or in the case of a waiver, by the
         party waiving compliance.  Any waiver by any party of a condition, or
         of the breach of any provision, term, covenant, representation or
         warranty contained in this Agreement, in any one or more instances,
         shall not be deemed to be nor construed as furthering or continuing
         waiver of any such condition, or of the breach of any other provision,
         term, covenant, representation or warranty of this Agreement.





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         15.8    Public Announcements.  Neither party shall make any press
         release or public announcement concerning this transaction without the
         prior written approval of the other party unless a press release or
         public amendment is required by law or by regulations binding upon any
         of the parties of their affiliates, in which case, the disclosing
         party agrees to give the non-disclosing party prior notice and an
         opportunity to comment on the proposed disclosure.

         15.9    Entire Agreement.  This Agreement contains the entire
         understanding between the parties hereto with respect to the
         transactions contemplated hereby and supersedes and replaces all prior
         and contemporaneous agreements and understandings, oral or written,
         with regard to such transactions.  All schedules and addenda hereto
         and any documents and instruments delivered pursuant to any provision
         hereof are expressly made a part of this Agreement as fully as though
         completely set forth herein.  The rights of the parties are only as
         set forth herein, and there are and shall be no implied rights or
         obligations whatsoever.

         15.10   Counterparts.  This Agreement may be executed in counterparts,
         each of which shall be deemed an original, but both of which shall
         constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


Phoenix International Ltd., Inc.:                  Marketing Partner:


By:      /s/ Bahram Yusefzadeh                     By:/s/ Khalid Alfarkh
    -----------------------------                     --------------------------
         Signature                                        Signature


Bahram Yusefzadeh                                  Khalid Alfarkh Name
---------------------------------                  -----------------------------
(Print)                                            Name (Print)


Chairman & CEO                                     Sr. Marketing Manager 
---------------------------------                  -----------------------------
         Title                                           Title





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                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

                        TRAINING AND SUPPORT ADDENDUM



Marketing Partner:                                     Date:
                  ------------------------------            --------------------

This Addendum provides additional terms defining the relationship between the
Marketing Partner and Phoenix.  The terms and conditions contained herein are
in addition to those contained in the applicable Cooperative Marketing
Agreement.  If any terms contained herein are inconsistent with the terms of
the Cooperative Marketing Agreement, this Addendum shall control.

1.       Training and Certification.  Phoenix shall provide training to
Marketing Partner's personnel in the support of the Software.  Upon
satisfactory completion of such training, Phoenix shall certify certain of the
Marketing Partner's personnel to provide support of the Software to End Users.
Marketing Partner's personnel shall be trained and certified to provide XXXXX
support at a minimum by the XXX anniversary of the date of this Addendum.  Upon
agreement of the parties, further training and certification for higher levels
of support may be obtained.  The Marketing Partner shall pay Phoenix for all
training and certification at XXXXXX for such services as set forth in the
Annual Price List plus XXXXXXX.  Training materials shall be provided at
Phoenix's cost.

2.       Right to Support.  Once the Marketing Partner's personnel have
completed the requisite training and have been certified for support of the
Software by Phoenix, the Marketing Partner may provide the level of support for
the Software for which it has been certified, under the direction and
supervision of certified personnel.  Marketing Partner shall provide all such
support in a workmanlike manner consistent with Phoenix's professional
standards.

3.       Additional License.  Once the training has been completed, the
Marketing Partner shall have the additional right and license to use the
Software for the purpose of providing support to End Users as set forth herein.

4.       Maintenance and Support.  The Marketing Partner may enter into Support
Agreements with End Users who choose to receive support from the Marketing
Partner at the level for which the Marketing Partner has been certified. Each
such Support Agreement shall be in a form approved by Phoenix from time to
time. If, at any time, the Marketing Partner materially fails to provide
support under an agreement with an End User, Phoenix shall assume the Marketing
Partner's responsibilities under such agreement, and the marketing Partner
shall assign the agreement to Phoenix and forward to Phoenix all maintenance
and support fees received from such End User for the period for which Phoenix
assumes maintenance and support obligations, including fees received prior to
the assignment.





                                     14
<PAGE>   15


5.       Termination.  Upon termination of the Cooperative Marketing Agreement,
the Marketing Partner may continue to provide support to End Users for the
remaining term of support agreements then in effect between Marketing Partner
and End Users, but only so long as the Marketing Partner continues to satisfy
its obligations to End Users under such agreements and has and continues to pay
all amounts due to Phoenix of whatever nature.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


Phoenix                                            Marketing Partner


By:      /s/ Bahram Yusefzadeh                     By: /s/ Khalid Alfarkh
   --------------------------------                   --------------------------
         Signature                                         Signature


Bahram Yusefzadeh                                  Khalid Alfarkh 
-----------------------------------                -----------------------------
Name (Print)                                       Name (Print)


Chairman & CEO                                     Sr. Marketing Manager 
-----------------------------------                -----------------------------
         Title                                           Title





                                     15
<PAGE>   16

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

                            RELATIONSHIP ADDENDUM

                              MARKETING PARTNER


Marketing Partner:                              Date:
                  ---------------------------        ---------------------------

This Addendum provides additional terms defining the relationship between the
Marketing Partner and Phoenix.  The terms and conditions contained herein are
in addition to those contained in the applicable Cooperative Agreement.  If any
terms contained herein are inconsistent with the terms of the Cooperative
Agreement, this Addendum shall control.

1.       Marketing. Phoenix hereby grants to the Marketing Partner the
         exclusive right and license, subject to the restrictions set forth
         herein or in Exhibit B, to market the Software to Eligible Prospects
         within the Territory.  Marketing Partner shall use its best efforts to
         identify and introduce Eligible Prospects to Phoenix and to
         demonstrate the Software to such Eligible Prospects. The Marketing
         Partner may market the Software outside the Territory only as set
         forth herein.

2.       End User Licenses.  Each End User shall be required to enter into an
         End User License directly with Phoenix.  Prior to delivery of the
         software to any End User, the Marketing Partner shall present an End
         User License to each potential customer, shall cause all End Users to
         execute an End User License, and shall forward each executed End User
         License to Phoenix for acceptance and execution.

         2.1     Copies of Software and Documentation.  Marketing Partner shall
         be responsible for delivering the requisite number of copies of the
         Software and Documentation to each End User as set forth in valid End
         User Licenses.

3.       Collection of Fees.  Marketing Partner shall be responsible for
         invoicing and collecting all fees due from End Users within the
         Territory.  Amounts due Phoenix shall be paid promptly as set forth
         herein and will be secured by an irrevocable letter of credit upon
         signing of each End User License.

4.       Fees.

         4.1     Marketing Partner License Fee.  The Marketing Partner shall
         pay to Phoenix a license fee of XXXXX in each year of this Agreement,
         payable in XXXXXXXX installments beginning on March 31, 1997.
         Beginning in the second year of this Agreement, the annual license fee
         shall be XXXXXXXXXX in the Territory who has executed an End User
         License, paid all applicable license fees for the Software in the
         prior year, and for which Phoenix received its royalties as se forth
         herein on a timely basis, until the annual license fee reaches XXXXXX.





                                     16
<PAGE>   17

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

         4.2     End User Fees.

                 (a)      Amount.  All End User license and maintenance fees
                 shall conform to the Annual Price List.  Unapproved discounts
                 from the Annual Price List shall cause Marketing Partner's
                 marketing rights within the Territory to become non-exclusive.

                 (b)      Base and Branch License Fee Royalties. Marketing
                 Partner shall pay to Phoenix the following percentage of all
                 base and branch license fees due from each End User within the
                 Territory:

                          (i)     XXXXXXXXXX per the Annual Price List in 
                                  Exhibit C for each of the first XXX End Users

                          (ii)    XXXXXXXXXXX per the Annual Price List in 
                                  Exhibit C for each subsequent End User

                 Marketing Partner shall forward to Phoenix XXXXXXXXXX due for
                 each End User within 60 business days following execution of
                 each End User License, and the XXXXXXXXXXXXXXXX due for each
                 End User within 150 days following the execution of each End
                 User License.

         4.3     Maintenance Fee Royalties.

                 (a)      Fees.  The Marketing Partner shall pay to Phoenix the
                 following percentage of all Maintenance Fees due from each End
                 User:

                          (i)     XXXXXXXXXXXXXXXX from the XXXXX.

                          (ii)    XXXXXXXXXXXXXXXXX from the XXXXXXXX or the
                                  second year's Maintenance Fee from the
                                  XXXXXXXXX, whichever comes first.

                          (iii)   XXXXXXXXXXXXXXXXXXXXX for all End Users.

                 (b)      Payment. All maintenance fee royalties shall be paid
                 to Phoenix within 60 days after such fees are due from each
                 End User.

         4.4     Professional Services and Development Fees.  Professional
         Services and Development work includes installation, conversion,
         training, Modification, implementation, and consulting services.
         Phoenix shall invoice Marketing Partner for Professional Services and
         Development work performed by Phoenix for End Users.  Marketing
         Partner shall pay to Phoenix its fees for such work as set forth in
         the Annual Price List plus all Related Expenses within 60 days after
         invoice from Phoenix.





                                     17
<PAGE>   18

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

         The Marketing Partner shall be responsible for billing and collecting
         such fees and expenses from End Users, and may bill such services and
         expenses at a higher rate and keep all amounts collected in excess of
         amounts due Phoenix.

         4.5     Hardware and Network Fees.  The Marketing Partner shall keep
         XXXXXXXXXXX services provided to End Users other than as set forth
         above.  Marketing Partner shall consult with Phoenix for certification
         of all hardware and network products sold to End Users for use with
         the Software.

5.       Islamic Banking Product.

         5.1     Development. Phoenix and Marketing Partner shall mutually
         develop and program a banking product for Islamic banks based on the
         Software.

         5.2     Marketing and Fees.  Sales of the Islamic Banking Product
         within the Territory and fees therefrom shall be governed by the
         royalty arrangement set forth above. Marketing Partner may also market
         the Islamic Banking Product outside of the territory, subject to the
         prior written approval of Phoenix on a case by case basis.  Phoenix
         and the Marketing Partner shall XXXXXXXXXXXXXXXXX from license of the
         Islamic Banking Product by the Marketing Partner outside of the
         Territory. All other terms, including payment terms shall be the same
         as within the Territory. For all licenses of the Islamic Banking
         Product by Phoenix or through Phoenix's  other marketing channels
         within the initial 7 year term of this Agreement, Phoenix shall
         forward to the Marketing Partner XXXXXXXXXXXXXX received by Phoenix.

6.       Complementary Products and Services.  The Marketing Partner may
         provide to End Users complementary products and services as certified
         by Phoenix for provision to End Users with the Software.  Such
         products and services shall be provided pursuant to an agreement
         between the End User and the Marketing Partner. Phoenix shall have the
         right and opportunity to approve all such agreements, which approval
         shall not be unreasonably withheld.  The Marketing Partner may request
         that such products and services be included in the End User License.
         Phoenix will use its best efforts to include such products and
         services in End User Licenses.  Such products and services shall be
         provided on reasonable terms and conditions no less favorable than the
         terms and conditions under which the Marketing Partner offers similar
         products and services to its other customers.

7.       Support.  If Marketing Partner has completed a Training and Support
         Addendum and completed the requisite training and certification
         requirements set forth therein, Marketing Partner may provide Support
         to End Users.  Subject to receipt of its share of the Maintenance Fees
         as set forth herein, Phoenix shall provide that Support required by
         End Users and not provided by Marketing Partner.  If further support
         is required by any





                                     18
<PAGE>   19

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

         End User, Phoenix shall provide such support and the Marketing Partner
         shall pay Phoenix the fees set forth in the Annual Price List for such
         support, plus Related expenses.

8.       Implementation.  If the Marketing Partner has executed a Training and
         Implementation Addendum and complied with the terms therein, then the
         Marketing Partner may implement the software sold as a result of the
         Marketing Partner's efforts.  All Software not implemented by the
         Marketing Partner shall be implemented by or at the direction of
         Phoenix. Phoenix shall supply the Marketing Partner with one copy of
         the Software and Documentation on the appropriate electronic media for
         implementation for each fully executed End User License presented to
         Phoenix along with Phoenix's XXXXXXXXXXXX for such End User.

9.       Personnel and Training.  The Marketing Partner shall assign a minimum
         of one sales executive to focus exclusively on sales of the Software
         in the Territory.  Phoenix shall train such executive in the use of
         the Software at Phoenix' offices in Orlando Florida at no cost.

10.      Customization and Enhancement of the Software.  Marketing Partner will
         maintain a minimum of XXXXXXXXXX and XXXXXXXXXXX resource to assist
         with sales support, implementation planning, requirements definition
         and localization/customization specification and design work as soon
         as possible, and in any case no later than the vendor of choice stage
         with the first potential End User.  Localization work to be provided
         by Marketing Partner will consist of, at a minimum, translation of the
         Software and Documentation in Arabic, support for the production of an
         Islamic Banking Product, custom 3rd party interfaces, and government
         regulatory support.  ITS shall fund all such development work, either
         independently, or passed through to End Users.  The Marketing Partner
         shall engage resources as necessary to meet the implementation
         deadlines of the first End User.  All rights in all modifications,
         derivatives, and additions to the Software shall be owned by Phoenix
         as set forth in the Cooperative Marketing Agreement. Assistance
         provided by Phoenix for customization and enhancement work shall be
         paid by the Marketing Partner XXXXXXXXXXXX set forth in the Annual
         Price List, plus Related Expenses.  If Marketing Partner requires
         access to Phoenix Source Code to complete such Customization and
         Enhancement, such access shall not be unreasonably withheld by
         Phoenix.

11.      Sales Assistance.  During 1997, Phoenix shall assign XXXXXXXXX to
         Marketing Partner on an "as needed, as available" basis for sales
         support without charge, except that the Marketing Partner shall pay
         all of XXXXXXXXXX Related Expenses.  In subsequent years, such sales
         assistance shall be paid by the Marketing Partner at
         XXXXXXXXXXXXXXXXXXX personnel set forth in the Annual Price List,
         XXXXXXXXXX.





                                     19
<PAGE>   20

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

12.      Source Code. Phoenix shall license source code for the Software to End
         Users when required by such End Users.  A one time fee shall be
         charged for license of the source code equal to
         XXXXXXXXXXXXXXXXXXXXXXXXX for such End User, which amount shall be
         paid directly to Phoenix in its entirety.

13.      Best Practices.  Marketing Partner and its personnel shall adopt and
         follow Phoenix Best Practices including its standards, processes and
         procedures in all functional support areas, as such are provided to
         Marketing Partner by Phoenix from time to time.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


Phoenix                                            Marketing Partner


By:      /s/ Bahram Yusefzadeh                     By: /s/ Khalid Alfarkh
   -------------------------------                    --------------------------
         Signature                                         Signature


Bahram Yusefzadeh                                  Khalid Alfarkh 
----------------------------------                 -----------------------------
Name (Print)                                       Name (Print)


Chairman & CEO                                     Sr. Marketing Manager 
----------------------------------                 -----------------------------
       Title                                             Title





                                     20
<PAGE>   21

                                  EXHIBIT A

                                  SOFTWARE


Means the object code version of the software generally referred to as the
"Phoenix Banking System", and does not include the required database management
system nor any other third party applications or systems software.





                                     21
<PAGE>   22

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

                                  EXHIBIT B

                                  TERRITORY


The Territory shall be as follows:

1)       Bahrain
2)       Egypt
3)       Kuwait
4)       Lebanon
5)       Oman
6)       Qatar
7)       Saudi Arabia
8)       UAE


The territory shall be exclusive as long as the Marketing Partner meets the
following sales minimums:

<TABLE>
<CAPTION>
Year                Sales Minimum
----                -------------
 <S>                <C>
 1                  XXXXX
 2                  XXXXX
 3                  XXXXX
</TABLE>


Sales Minimums shall be calculated as the total of XXXXXXXXXXXXXXX paid by each
customer within each year.  If the Marketing Partner fails to meet the above
minimums in any 12 month period, Phoenix may terminate the exclusivity of this
Agreement by written notice to the Marketing Partner, and the Territory shall
then be non-exclusive.





                                     22
<PAGE>   23

                                        CONFIDENTIAL TREATMENT REQUESTED - XXXXX

                                  EXHIBIT C

                                CONFIDENTIAL
                            NOT FOR DISTRIBUTION

                 MIDDLE EAST ANNUAL PRICE LIST (US DOLLARS)

                        PHOENIX RETAIL BANKING SYSTEM


1.       LICENSE FEES:

<TABLE>
<S>      <C>                                                                 <C>
         A.      Base License (one Server)                                   $       XXXX

         B.      Remote Branch License

         Branches
         --------

         XXXXX                                                                                XXX
         XXXXX                                                                       $        XXX
         XXXXX                                                                       $        XXX
         XXXXX                                                                       $        XXX
         XXXXX                                                                       $        XXX
         XXXXX                                                                       $        XXX

         C.      Virtual Branch License (per 10,000 customer accounts)               $        XXX


2.       IMPLEMENTATION FEES (PLUS TRAVEL & LIVING EXPENSES)

         A.      Requirements Review/Analysis                                        XXX

         B.      Conversion and Installation                                         XXX

         C.      Training                                                            XXX

         D.      Enhancements and Modifications                                      XXX


3.       ANNUAL CUSTOMER AND SOFTWARE SUPPORT FEES:                                  XXX
         (PLUS TRAVEL & LIVING EXPENSES)                                             per annum.


4.       PROFESSIONAL SERVICES PER DAY RATES (PLUS RELATED EXPENSES)

                                                                                 Rates              
                                                                             -------------          
         Senior Manager                                                      $       XXX            
         Project Management/Trainer                                          $       XXX            
         Implementation/ Development Professional                            $       XXX            


</TABLE>



                                      23
<PAGE>   24



5.       THE COMPONENTS OF THE SOFTWARE AND DOCUMENTATION

                 Customer & Product Controls
                 Administrative Controls
                 Customer Processing
                 Deposit Processing
                 Loan Processing
                 Teller Processing
                 Nightly Processing
                 General Ledger Administration & Maintenance
                 Executive Information System
                 Data Dictionary:  Deposits
                 Data Dictionary:  Loans
                 Data Dictionary:  Customer Information
                 Report Dictionary
                 Budgeting
                 Multi-Currency Module

THE SOFTWARE SPECIFICATIONS ARE LOCATED IN THE LICENSED DOCUMENTATION.





                                      24