Exhibit 10.1
                                                Confidential Treatment Requested

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                             Memorandum of Agreement

                                     between

                         London Bridge Software Limited

                                        &

                         Phoenix International Ltd, Inc.


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                                                Confidential Treatment Requested

                               Marketing Agreement

     This Marketing  Agreement (the "Agreement")  executed by and between London
     Bridge Software Limited ("LBS"), whose registered office is situate at 16th
     Floor, New London Bridge House, 25 London Bridge Street, London SE1 9SG and
     Phoenix  International  Ltd, Inc.  ("Phoenix"),  whose  principal  place of
     business is 500 International Parkway, Heathrow, Florida 32746 USA.

      STATEMENT OF PURPOSE

      WHEREAS,  LBS is in the  business  of  developing,  inter  alia,  customer
      relationship management software applications and integration services.

      WHEREAS Phoenix wishes to market, distribute, resell, display, demonstrate
      and /or  solicit  orders  for the  Software  to  current  and  prospective
      customers of Phoenix.

      AGREEMENT

      In  consideration  for the mutual  promises  set forth below and for other
      valuable  consideration,  the sufficiency of which is hereby acknowledged,
      the parties agree as follows:

      1.      Definitions.  The  following  terms  are  incorporated  herein  by
              reference:

      1.1     End-User - An existing or prospective  customer of Phoenix to whom
              Phoenix  distributes the Software for use in the regular course of
              such customer's business,  but specifically not for the purpose of
              sublicensing. An existing customer of Phoenix means a third party,
              its Affiliates and its successors and assign that has entered into
              a written  licence and/or  service  agreement with Phoenix for the
              use of Phoenix's products and/or services.

      1.2     End-User  License  Agreement-  The form of  agreement  whereby LBS
              grants the  End-User the right and license to use the Software and
              establishes the terms for such use.

      1.3     Maintenance  -  The  telephone  and  facsimile   support,   remote
              diagnostics,  and updates and upgrades to the Software,  which are
              provided to the End-User for an annual subscription fee.

      1.4     Software - Are LBS  Software  which  consist of one or more of the
              products  listed in Schedule B which may be updated  periodically,
              as well as the associated  documentation created for use with said
              Software such as reference guides, user manuals, and on-line help.
              Software  shall also  include all  updates  and  upgrades to those
              items listed in Schedule B, as well as future  products  which LBS
              chooses to make available to Phoenix.

      1.5     Payments - Monies due to LBS from Phoenix.

      1.6     Proprietary   Information-  Any  written   information  marked  as
              confidential at the time of disclosure,  or any other  information
              of either party which, under the  circumstances,  reasonably ought
              to be considered confidential and

              Proprietary,  including  but  not  limited  to  all  business  and
              marketing plans,  customer lists,  Products,  software,  technical
              specifications and technical and user  documentation.  Proprietary
              Information shall not include information which (i) is lawfully in
              the other  party's  possession  prior to the  disclosure;  (ii) is
              lawfully  disclosed  to  such  party  by  a  third  party  without
              restrictions on its disclosure;  (iii) is independently  developed
              by such party;  or (iv)  became  known to such party from a source
              other  than  the  other  party  other  than  by the  breach  of an
              obligation of confidentiality owed to the other party.

      2.      Grant of Rights

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                                                Confidential Treatment Requested

2.1           Grant of Distribution: Subject to the terms and conditions of this
              Agreement,   LBS  hereby   grants  to  Phoenix  a   non-exclusive,
              non-transferable licence for the term of this Agreement to use and
              market the Software (in their  unmodified  form) to End-Users only
              for use in association with the Phoenix System ("Phoenix  System")
              of Phoenix.  This clause  shall in no way limit the ability of LBS
              to market,  license, and support the Software,  either directly or
              indirectly to whomsoever it chooses.

              Where Phoenix  identifies a  prospective  user of the Software for
              use not in association with Phoenix System, Phoenix shall seek the
              permission of LBS to sell the Software to this named  client.  The
              granting  or  refusal  of  permission  shall  be in  the  absolute
              discretion of LBS.

2.2           Ownership:  All right,  title, and interest in and to the Software
              and all copyrights,  patents,  trademarks,  or other  intellectual
              property or  proprietary  rights  contained  therein  shall remain
              exclusively with LBS. This clause 2.2 shall survive termination of
              this Agreement.

2.3           Copies:  Phoenix  may  copy  and use the  Software  as  reasonably
              necessary  to  demonstrate,  market and  support  the  Software to
              End-Users and otherwise  fulfill its marketing  obligations  under
              this Agreement

3.            Licensing of Products

3.1           Licensing terms.  All End-User License  Agreements and Maintenance
              agreements must be executed by LBS and the End-User. Where Phoenix
              is to provide level 1 initial  diagnostic  support to End-Users it
              may enter into Maintenance agreements directly with the End-Users.
              Such Maintenance agreements entered into by Phoenix shall be for a
              term no greater than five (5) years.

4.            Order/Software Procedures

4.1           Order Procedure.  Upon execution of an End-User Licence  Agreement
              Phoenix  shall submit  written  purchase  orders to LBS. LBS shall
              ship the Software to the End User. Any purchase order must include
              as a  minimum,  name  of  Software,  number  of  licenses  of each
              Software,  the price and any agreed upon discounts,  End-User name
              and billing address,  number of users and accounts, and such other
              information which LBS may request from time to time.

4.2           Updated  Versions.  LBS shall deliver master copies of any updated
              versions of the Software,  including fixes, enhancements,  and new
              releases,  promptly upon their availability,  in the same media as
              Phoenix  received  the prior  version.  LBS shall also  deliver to
              Phoenix any other  materials  necessary for Phoenix to incorporate
              such updates in existing Software or to supersede prior versions.

4.3           Discontinuance:  LBS reserves the right to discontinue developing,
              producing,  licensing, or distributing any of the LBS Software and
              to  modify,  replace  or add  to the  LBS  Software,  at its  sole
              discretion, at any time.

5.            Obligations of Phoenix and LBS

5.1           Phoenix Obligations

              5.1.1    Phoenix  shall  use its  reasonable  efforts  to  market,
                       advertise  and  otherwise  promote  the  Software  to its
                       existing and prospective customer base where in Phoenix's
                       reasonable  opinion  it is the  best  solution  for  such
                       existing or prospective customers' needs.

              5.1.2    Phoenix  agrees to acquire and  maintain  throughout  the
                       term  of  this  Agreement,   at  its  own  expense,   all
                       permissions,  consents and  licenses  necessary to enable
                       Phoenix to  distribute  and market the Software and which
                       are  necessary  for the full and legal  operation of this
                       Agreement.  Phoenix  agrees  to  indemnify  and  hold LBS
                       harmless  from any and all claims and  damages  resulting
                       from Phoenix's

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                       failure to fulfill  its  obligations  under this  clause.
                       This  clause  5.1.2  shall  survive  termination  of this
                       Agreement.

             5.1.3     Phoenix shall comply with all  applicable  local laws and
                       regulations relating to the marketing and distribution of
                       the LBS Software, including any export regulations of the
                       United  States of America.  Phoenix  shall  indemnify and
                       hold LBS harmless  from any claims and damages  resulting
                       from  Phoenix's  failure to comply with the provisions of
                       this clause.  This clause 5.1.3 shall survive termination
                       of this Agreement.

              5.1.4    Phoenix shall not attempt to disassemble,  de-compile, or
                       reverse engineer the Software object code.

              5.1.5    Phoenix   agrees  to  execute   any  and  all   documents
                       reasonably   necessary  to  protect   LBS's   Proprietary
                       Information,  as defined  in clause 8 of this  Agreement,
                       prior to providing  such  Proprietary  Information to any
                       third party.

              5.1.6    Phoenix  may not  distribute  LBS  Software  to any third
                       party  where  Phoenix  knows  that  the  third  party  is
                       licensing the LBS Software for resale or  re-licensing or
                       where the third party is  reasonably  considered  to be a
                       competitor of LBS.  Phoenix may not use agents for resale
                       or re-licensing  of LBS Software  without the written and
                       explicit permission of LBS.

              5.1.7    Phoenix  shall not register,  or attempt to register,  in
                       any country in the world,  any  trademarks of LBS, or any
                       other marks deemed by LBS, at its sole discretion,  to be
                       confusingly  similar to existing LBS trademarks.  Phoenix
                       further  agrees to  cooperate  and  assist  LBS (at LBS's
                       request  and  expense)  with any  trademark  registration
                       efforts.  The  provisions  of  this  clause  5.1.7  shall
                       survive termination of this Agreement.

              5.1.8    After  training by LBS,  Phoenix  shall  provide  level 1
                       initial  diagnostic support to End-Users and shall report
                       problems  arising  out  of  or  in  connection  with  the
                       software to LBS for error  resolution in accordance  with
                       the  procedures  attached as Schedule A These  procedures
                       may be amended from time to time.

              5.1.9    Phoenix  shall  be  responsible   for   configuring   the
                       equipment  purchased by the End-User for operation of the
                       Software,  for  recommending  that the End-User  acquires
                       equipment that is then a currently supported platform for
                       the Software and for coordinating the installation of the
                       equipment and  Software.  Such  functions  shall be under
                       Phoenix's  agreement  and Phoenix shall keep all fees for
                       such services.

5.2      LBS Obligations

              5.2.1    LBS agrees to deliver to Phoenix one (1) copy of the most
                       recent  version of the  Software,  in object code version
                       only within five (5) business days following execution of
                       this  Agreement for use in accordance  with the terms and
                       conditions of this Agreement.

              5.2.2    Maintenance  or other  support  services for the Software
                       provided  by LBS  to  End-Users  shall  be  performed  in
                       conjunction  with the  provisions  of Schedule A attached
                       hereto.  LBS  shall  provide  such  services  only if the
                       Software  are   installed  in  a  hardware  and  software
                       environment  that LBS  then  currently  supports  for its
                       End-Users.

              5.2.3    LBS shall use reasonable  efforts to provide Phoenix with
                       analysis,  problem investigation and correction of errors
                       pertaining to the Software,  in accordance with the terms
                       and conditions of this Agreement.

              5.2.4    LBS will  provide up to a maximum  of  fifteen  (15) days
                       training  regarding  the  use of  the  Software  and  the
                       provision of Maintenance  upon terms to be agreed between
                       the  parties.  Such  training  shall  take  place  at the
                       headquarters  of LBS or Phoenix,  or such other  location
                       deemed suitable by LBS.  Phoenix

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                       shall be  responsible  for the travel and living costs of
                       its  technical  personnel who  undertake  such  training.
                       Phoenix  may  purchase  additional  training  at the then
                       current rates of LBS.

             5.2.5     LBS agrees to acquire and maintain throughout the term of
                       this  Agreement,  at its own  expense,  all  permissions,
                       consents  and licenses  necessary  for the full and legal
                       operation  of this  Agreement.  LBS  agrees to  indemnify
                       subject to the  restriction  on  liability at clause 10.1
                       hereof and hold Phoenix  harmless from any and all claims
                       and damages  resulting  from LBS's failure to fulfill its
                       obligations  under this  clause.  This clause 5.2.5 shall
                       survive termination of this Agreement.

             5.2.6     LBS agrees to execute  any and all  documents  reasonably
                       necessary to protect Phoenix's  Proprietary  Information,
                       as  defined  in  clause  8 of this  Agreement,  prior  to
                       providing  such  Proprietary  Information  to  any  third
                       party.

             5.2.7     LBS shall  provide  all level 2 and  higher  support  for
                       End-Users Maintenance agreements.

             5.2.8     At the  request of Phoenix,  LBS and  Phoenix  shall work
                       together  to  install  the  Software   that  an  End-User
                       licenses   under  the   arrangements   outlined  in  this
                       Agreement.  LBS and Phoenix personnel shall work together
                       on such  installation  s and LBS shall charge  Phoenix at
                       its then  standard  rate and its  then  standard  payment
                       terms for all  assistance  provided  in  respect of these
                       installations.

             5.2.9     Interface Development. Upon payment or upon the agreement
                       of payment by an  End-User,  the  parties  shall  jointly
                       develop a  communications  protocol  and  functional  and
                       technical  specification  for an  interface  between  the
                       Phoenix  System and the  Software.  Each party shall then
                       develop  its  portion of the  software  required  for the
                       interface in  accordance  with such  specification.  Each
                       party  will  own  the  portion  of the  interface  it has
                       developed.

6             Product Shipment, Payment, and Invoice Terms

6.1           Product Shipment. After receiving Phoenix's order for the Software
              in accordance with Section 4 of this Agreement, LBS shall ship the
              Software to End-Users.

6.2           Payments to LBS:

              6.2.1  Licence  Fees.  Upon  shipment  of the  Software  under the
              provisions of paragraph 6.1 above,  LBS shall invoice  Phoenix for
              all licence  fees due to LBS by Phoenix  under the  provisions  of
              Schedule B attached hereto.  Unless  previously agreed with LBS in
              writing Phoenix shall pay LBS at least**** per cent (****) of all
              such  licence  fees  upon  execution  of  the  relevant   End-User
              Agreement  within the remainder  being paid within one hundred and
              eighty (180) days of execution of the relevant End-User  Agreement
              regardless of whether Phoenix  receives payment from the End-User.
              Where  Phoenix  receives  payment  of  licence  fees in a  greater
              percentage  or a shorter time frame than appears  above payment to
              LBS by Phoenix shall mirror the payments  received by Phoenix from
              the End-User.

              6.2.2 Maintenance Fees. For Phoenix's current customers who become
              End-Users, Phoenix shall pay LBS the annual Maintenance fees under
              the  provisions  of  Schedule  B on the  same  schedule  on  which
              Maintenance  fees are currently due from each End-User,  which may
              be annually,  quarterly, or monthly in advance. Phoenix will, upon
              license of the Software to each such End-User,  notify LBS of such
              End-User's Maintenance fee payment schedule. For all new End-Users
              which are not currently Phoenix  customers,  Phoenix shall pay LBS
              the  Maintenance  fee  annually  in  advance.  Except as set forth
              above,  LBS shall not be subject to any payment  terms  offered to
              End-User by Phoenix  unless prior  agreement  with LBS in writing,
              and in any case  Phoenix  shall pay LBS for all  Maintenance  fees
              regardless of whether Phoenix receives payment from End-Users.

6.3           End-User   Payment.   Phoenix   shall  have   responsibility   for
              establishing  prices  and  collecting  fees  from  End-  Users for
              Software licensed under any End-User License Agreement

****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission
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6.3           Delinquent  Payments.  If any payment due to LBS  hereunder  shall
              remain unpaid for thirty (30) days following the date due, LBS may
              impose  interest  thereon at 5.0% per year over the base rate from
              time to time of the Royal Bank of Scotland.

6.4           Tender and  Payment.  All amounts to be paid under this  Agreement
              are payable in US Dollars and all payments due hereunder  shall be
              made payable to LBS and forwarded to LBS at its registered  office
              or other  location  designated  by LBS.  LBS reserves the right to
              halt shipment of any of the Software,  in whole or in part, in the
              event  of any  delinquency  in  payment  for any  prior  order  or
              shipment.

6.5           Price Adjustments. LBS reserves the right to adjust the pricing of
              its Software and Maintenance services upon written notification to
              Phoenix,  provided that such  notification is at least Ninety (90)
              days prior to any such changes.  Phoenix will make Payments  based
              upon the revised LBS list price for any  licenses of the  Software
              subsequently distributed to End-Users. The revised price list will
              not contain prices greater than the prices  contained in the price
              list offered to prospective LBS customers.

6.6           Taxes.  Phoenix  shall  collect,  report,  and pay to the relevant
              taxing authority, any property,  customs excise, sales and/or use,
              or similar taxes (other than taxes on LBS's income generally) that
              arise under this  Agreement.  Phoenix agrees to indemnify and hold
              LBS harmless from any claims or damages  resulting  from Phoenix's
              failure  to comply  with this  paragraph.  This  clause  6.6 shall
              survive termination of this Agreement.

7.            Marketing

7.1           Publicity  and  Advertisement.  The  parties  may elect to issue a
              joint  press  release  announcing  their  relationship  under this
              Agreement.  No such  announcements  or advertising will be made by
              either party without the written consent of the other.

7.2           Trademarks.  LBS grants to Phoenix limited  permission to use both
              LBS's  trademarks  and  registered  trademarks  solely to identify
              Software licensed from LBS under this Agreement. Phoenix shall use
              LBS's  trademarks and registered  trademarks  only for purposes of
              advertisement,  promotion,  and distribution of the  corresponding
              Software  and  for no  other  purposes.  Phoenix  shall  use  such
              trademarks  and  registered  trademarks  in  accordance  with  the
              guidelines  established by LBS from time to time and shall not use
              such marks in any manner  likely to confuse or mislead the public,
              or to be adverse to the best  interests of LBS. No  advertising or
              promotional  literature  shall  use  either  the  name  of LBS its
              trademarks or registered  trademarks  or any  combination  of them
              without the prior written consent of LBS and such consent will not
              be unreasonably withheld.

8.            Confidentiality

8.1           Agreement.  Phoenix shall not disclose the terms of this Agreement
              to anyone other than (i) its employees who reasonably acquire such
              knowledge  in the ordinary  course and scope of their  employment;
              (ii)  its  agents  or   representatives   whose  assigned   duties
              reasonably  require such disclosure;  or (iii)  End-Users,  to the
              extent  necessary to distribute  the Software.  Phoenix shall take
              all  reasonable  steps to ensure that the terms of this  Agreement
              are  not   disclosed   further   by  its   employees,   agents  or
              representatives  or by any  End-User,  its  employees,  agents  or
              representatives.

8.2           Software.  Phoenix  agrees that the  Software,  together  with all
              materials  and  knowledge  related  thereto,  obtained  by Phoenix
              pursuant to this  Agreement  shall be held in confidence and shall
              not be made  available  in any form for the use or  benefit of any
              person or entity other than Phoenix and/or  End-Users  without the
              prior written consent of LBS.  Notwithstanding the foregoing,  LBS
              agrees  that  Phoenix  and/or  End-Users  shall  be  permitted  to
              disclose  relevant  aspects of the Software to their employees and
              agents to the extent reasonably  necessary for Phoenix or End-User
              use of Software;  provided that Phoenix and/or End-User shall take
              all  reasonable  steps to ensure  that  Software  are not  further
              disclosed or duplicated. Neither

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              Phoenix  nor  End-Users  shall  allow  any  attachment,  levy,  or
              execution upon or against the Software, and each shall immediately
              notify LBS in writing regarding any such attempt.

8.3           Other  LBS  Information.  Phoenix  agrees  to hold  materials  and
              knowledge  regarding  other  LBS  Software  it  is  evaluating  or
              reviewing  for  inclusion  in  this  Agreement,   or  for  general
              knowledge,  as  well as all  other  LBS  Proprietary  Information,
              confidential  to the same degree as  Software.  LBS  reserves  the
              right  to   designate  in  writing,   which  of  its   Proprietary
              Information  may be disclosed by Phoenix  under the  provisions of
              this Agreement.

8.4           Phoenix   Information.   LBS  and   its   employees,   agents   or
              representatives shall not use, duplicate, or disclose to any third
              party such  Proprietary  Information of Phoenix without  Phoenix's
              prior consent,  except to the extent reasonably  necessary for the
              performance of LBS  obligations  under this  Agreement.  LBS shall
              take  all  reasonable  steps  to  ensure   Phoenix's   Proprietary
              Information  hereunder  is not used,  duplicated,  or disclosed in
              contravention of this Agreement.

8.5           Disclosure Required by Law. Nothing in this Section shall restrict
              disclosure  by either  party  required by any  applicable  law, or
              regulation,  by the  order of any court or  administrative  agency
              having jurisdiction regarding such matters, or in conjunction with
              legal due diligence for a pending  merger,  acquisition  or public
              financing  event.  However,   either  party  shall  promptly  upon
              receiving notice of any required  disclosure,  notify the other in
              writing,  providing all  information and assistance for such party
              to defend its rights hereunder. LBS acknowledges that Phoenix is a
              publicly  traded  corporation  and may be  required  to file  this
              Agreement with the U.S.  Securities and Exchange  Commission under
              the disclosure rules and regulations.

8.6           Injunctive  Relief.  In the event of a breach of the provisions of
              this clause 8, each party  shall be entitled to obtain  injunctive
              or other equitable  relief from a court of competent  jurisdiction
              to restrain the use or disclosure of its Proprietary  Information.
              Such remedy shall be in addition to, and not in lieu of, any other
              remedies provided for in this Agreement.

8.7           Material  Breach.  Failure  to  adhere to the  provisions  of this
              clause 8 shall be considered a material breach of the Agreement.

8.8           Survival. The confidentiality  obligations of this Agreement shall
              survive its termination.

9.            Warranties

      9.1     Express Warranties

              9.1.1 LBS warrants  that it is the lawful owner or licensee of the
              Software  and has the  full  right  and  authority  to  grant  the
              licenses hereunder.

              9.1.2 LBS  warrants  the for a period of ninety (90) days from the
              date it is delivered, the media on which the Software is furnished
              will be free from any material defect in workmanship or material.

              9.1.3 LBS warrants that the Software will perform substantially in
              accordance with the  specifications set forth in the Documentation
              for a period  of ninety  (90) days from the date it is  delivered.
              This warranty does not cover,  however,  any copy of the Software,
              which  has been  altered  or  changed  in any way,  provided  such
              alteration, or change gave rise to the breach of warranty claim.

              9.1.4 LBS warrants that the Software provided under this Agreement
              shall be "Year 2000  compliant".  Specifically,  LBS warrants that
              the Software  will manage and  manipulate  data  involving  dates,
              including  single-century formulas and multi-century formulas, and
              will  not  cause  an  abnormally   ending   scenario   within  the
              application  or  result  in the  generation  of  incorrect  values
              involving such dates.

              9.1.5 LBS does not warrant  that the  functions  contained  in the
              Software will meet the  requirements of
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              Phoenix or any other party or that the  operation  of the Software
              will be  uninterrupted  or error-free.  LBS is not responsible for
              problems caused by changes in, or modifications  to, the operating
              characteristics  of any computer  hardware or operating system for
              which  the  Software  is  procured,  nor  is LBS  responsible  for
              problems  which result from the use of the Software in conjunction
              with software of Phoenix or third  parties or with hardware  which
              is incompatible  with the operating  system for which the Software
              is being procured.

              9.1.6  Only an  authorized  officer  of LBS may  grant  additional
              warranties,   which  may  be  binding  on  LBS.  Such   additional
              warranties must be in writing.

              9.1.7  Disclaimer  of  warranties.  Phoenix  expressly  agrees and
              acknowledges that the foregoing  warranties are in lieu of any and
              all other LBS  warranties  express or  implied.  LBS, on behalf of
              itself   and  its   suppliers,   disclaims   any  and  all   other
              representations  or  warranties  of any  kind  whatsoever,  either
              express or  implied,  including,  but not  limited to, any implied
              warranty of merchantability  or fitness for a particular  purpose.
              Phoenix  agrees that the disclaimer is reasonable and that phoenix
              has had adequate  prior  opportunity to assess fully the operation
              and  performance  of the  software.  Phoenix  shall  not  take any
              contrary or inconsistent position.

9.2           The terms of this 9 shall survive termination of this Agreement.


10            Remedies/Limitation of Liability

10.1          Limitation of LBS  Liability.  To the maximum  extent  permissible
              under applicable law, Phoenix agrees that the cumulative liability
              of LBS and its suppliers  for any damages  arising from or related
              to this Agreement,  including but not limited to claims for breach
              of contract,  breach of warranty,  negligence,  or tort, shall not
              exceed any amount  paid by Phoenix to LBS for the  Software  which
              gave rise to said claim.

10.2          Liability  Disclaimer.  To the maximum  extent  permissible  under
              applicable  law,  LBS,  on  behalf of  itself  and its  suppliers,
              disclaims  any  and  all  liability  for  special,  incidental  or
              consequential  damages (including loss of profits) arising from or
              related to this  Agreement  or with  respect to the  installation,
              implementation,  customization,  use,  operation or support of the
              Software  even if LBS or its  suppliers  have been apprised of the
              possibility of such damages.

10.3          Time  Limitation.  Any legal  proceeding based upon this Agreement
              must be  instituted  within two (2) years of the date the cause of
              action first accrued.

10.4          Allocation of Risk. Both parties  acknowledge  that the allocation
              of risk  contained  in this 10 is  reflected  in the price for the
              Software and is also a reasonable recognition of the fact that the
              Software cannot be tested in every possible  combination and it is
              not within LBS's control how and for what purpose the Software are
              used by Phoenix or End-Users.

10.5          Survival. The terms of this clause 10 shall survive termination of
              this Agreement.

11            Term/Termination

11.1          Term. This Agreement shall continue until  terminated  pursuant to
              this clause 11, or by the mutual written agreement of the parties.
              Any  expiration  or  termination  of the term  will be  final  and
              absolute.  Phoenix waives any right,  either express or implied by
              applicable  law or otherwise,  to renewal of this  Agreement or to
              any damages or  compensation  for the expiration or termination of
              the term in  accordance  with this  clause 11. Each of the parties
              has considered the  possibility of such  expiration or termination
              and the  possibility  of loss and damage  resulting  therefrom  in
              making expenditures pursuant to the performance of this

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                                                Confidential Treatment Requested

              Agreement.  It is the express  intent and agreement of the parties
              that  neither will be liable to the other for damages or otherwise
              by reason of the expiration or termination of the term as provided
              for herein.

11.2          Insolvency,  Bankruptcy,  etc. If either party becomes  insolvent,
              fails to pay, or admits in writing its inability to pay,  debts as
              they become due; or if either party  applies for,  consents to, or
              acquiesces  in the  appointment  of a trustee,  receiver  or other
              custodian for such party or for a substantial part of such party's
              property;  or  makes  a  general  assignment  for the  benefit  of
              creditors;  or,  if a  trustee,  receiver  or other  custodian  is
              appointed for such party or for a substantial part of such party's
              property and is not  discharged  within sixty (60) days; or if any
              bankruptcy,  reorganization,  debt arrangement or other proceeding
              under  any  bankruptcy  law,  or any  dissolution  or  liquidation
              proceeding is commenced by, consented to, or acquiesced in by such
              party and remains for sixty (60) days  undismissed;  or, if either
              party  ceases to conduct its business in the normal  course,  this
              Agreement may be terminated  by the other party  immediately  upon
              written notice without penalty of any kind.

11.3          Breach of  Agreement.  In the event  either party fails to perform
              any of its material  obligations  hereunder,  the other may notify
              the  non-complying   party  in  writing  of  the  breach.  If  the
              non-complying  party fails to remedy the breach within thirty (30)
              days  from  receipt  of such  notice,  or,  if the  breach  is not
              remediable  within  such  period  and the party in breach  has not
              undertaken and  thereafter  diligently  and  successfully  pursued
              significant  efforts to cure the breach,  the non-breaching  party
              may  immediately  terminate  this Agreement upon written notice to
              the  non-complying  party.  This  right to  terminate  shall be in
              addition  to,  and shall in no way limit the  non-breaching  party
              from pursuing other relief, except as otherwise limited herein.

11.4          Notice.  Either party may terminate this Agreement at any stage by
              giving the other three months  notice in writing of its  intention
              to terminate. Notwithstanding termination by LBS under this clause
              11.4 or clause 11.1 Phoenix may  continue to pursue any  potential
              customer  to  whom  Phoenix  has an  outstanding  proposal  for an
              End-User  licence  for a period of six (6)  months  following  the
              termination notice. At the expiration of the aforementioned period
              Phoenix shall transfer  details of the potential  customer to LBS.
              Phoenix  will  provide a list of all  outstanding  proposals  upon
              receipt of the termination notice

11.5          Effect  of  Termination.  Termination  of this  Agreement  for any
              reason shall  immediately  terminate  Phoenix's licence and rights
              under  this   Agreement  and  Phoenix  shall  return  to  LBS  all
              proprietary  materials,   and  other  materials  developed  by  or
              belonging to LBS which have been  received by Phoenix  pursuant to
              this  Agreement.  Termination of this Agreement  shall not relieve
              either party of its obligations to make immediate and full payment
              to the other for any amounts then due and/or payable.

11.6          Maintenance.  In the event of  termination  by LBS  under  clauses
              11.2, 11.3, 11.7,  and/or 11.8 Phoenix shall assign all rights and
              obligations  under any agreement for  Maintenance  which cover the
              Software  including  the right to be paid and collect  Maintenance
              fees for the Software.  If Phoenix cannot for contractual  reasons
              assign  such  rights  and   obligations   to  LBS,   Phoenix  will
              sub-contract  such  rights  to LBS and  Phoenix  shall pay LBS all
              Maintenance fees in respect of the Software in the prime contract.
              For the avoidance of doubt the  provisions of clause 11.5 apply in
              the event of Maintenance rights being sub-contracted.

              In the event of  termination  by LBS under clause 11.4 Phoenix may
              retain the Software as necessary to fulfill its obligations  under
              the remaining term of any End-User agreement for Maintenance, such
              agreements may not be extended.

11.7          Takeover/Merger. If Phoenix is the subject of a takeover or merger
              LBS  may  in  its  sole   discretion   terminate   this  Agreement
              immediately.

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12            Indemnification

12.1          Indemnification of Phoenix.  LBS will defend or settle, at its own
              expense but under its sole  direction and  contingent on Phoenix's
              total  cooperation,  any claim  alleging  that any Software in its
              unmodified form infringes any patent,  trademark or copyright.  If
              any LBS Software becomes the subject of such a claim, LBS reserves
              the right, at its sole option, to either (i) modify or replace the
              affected  parts so the LBS Software  become  non-infringing,  (ii)
              obtain for Phoenix and any  End-Users the right to continue to use
              the Software,  or (iii)  terminate this  Agreement  immediately if
              options (i) and (ii) listed above are commercially impracticable.

              LBS will indemnify and hold Phoenix  harmless against any award of
              costs and/or damages  brought against Phoenix arising out of LBS's
              failure to comply  with its  obligations  to  provide  level 2 and
              higher maintenance support.

              In no event  shall  Phoenix  settle any such  claim,  lawsuit,  or
              proceeding without LBS's prior approval in writing,  and LBS shall
              have no liability for any such unapproved settlement so made. This
              clause  states the entire  liability  of LBS for any  infringement
              involving the LBS Software.

12.2          Indemnification  of LBS.  Phoenix,  on behalf  of  itself  and its
              agents,  will  indemnify  and hold harmless any award of costs and
              damages  brought against LBS to the extent that it is (i) based on
              a claim regarding the installation or configuration of Software by
              Phoenix  or  its  agents;  or  (ii)  based  on a  claim  regarding
              modification,  translation,  customization  or localization to the
              Software by Phoenix or its agents. Phoenix shall have the right to
              control  the  defence  of all such  claims,  lawsuits,  and  other
              proceedings. In no event shall LBS settle any such claim, lawsuit,
              or proceeding without Phoenix's prior approval,  and Phoenix shall
              have no liability for any such unapproved settlement so made.

12.3          Survival.   The   provisions  of  this  clause  12  shall  survive
              termination of the Agreement for any reason.

13            Dispute Resolution/Arbitration

13.1          Dispute Resolution/Arbitration Procedures. If a dispute arises out
              of or relates to this Agreement or a breach  thereof,  and if said
              dispute cannot be settled through direct discussions,  the parties
              agree to first  endeavour  to settle the  dispute  in an  amicable
              manner by mediation.  Thereafter, any unresolved claim arising out
              of or relating to this Agreement,  or a breach  thereof,  shall be
              referred to a sole arbitrator ("the Arbitrator")

              (i) The arbitration shall be held in London.

              (ii) The  Arbitrator  shall be appointed by the parties or failing
              agreement,  by the  President  for the time being of the Chartered
              Institute of Arbitrators.

              (iii) The  procedure  shall be agreed by the  parties,  or failing
              agreement, determined by the Arbitrator.

              (iv) If either  party  fails to comply with any  procedural  order
              made by the  Arbitrator,  the  Arbitrator  shall have the power to
              proceed in the absence of that party and deliver the award

              (v)  Neither  party  shall  request  or  be  awarded  punitive  or
              exemplary damages of any kind.

This 13 shall survive termination of this Agreement.

14            Miscellaneous General Provisions

14.1          Personnel. Personnel of LBS and Phoenix are not, nor shall they be
              deemed to be,  employees  of the other.  Each  party  shall be and
              remain an  independent  contractor  and  nothing  herein  shall be
              deemed to constitute the parties as partners.  Neither party shall
              have any authority to act, or attempt to act, or represent  itself
              directly or by implication, as an agent or in any manner assume or
              create  any  obligation  on behalf of or in the name of the other,
              nor shall  either be deemed  the agent or  employee  of the other.
              Phoenix  shall have no  authority  to appoint any other  dealer or
              re-marketer  of the  LBS  Software.  Each  party  will  be  solely

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                                                Confidential Treatment Requested

              responsible  for payment of all  compensation,  employment-related
              taxes,  and insurance  regarding its  respective  personnel.  Each
              party shall be solely  liable for any claims made by its personnel
              for injuries to persons or property  damage during the performance
              of  services  hereunder.  Each  party  agrees for the term of this
              Agreement and for two years after termination not to hire, solicit
              for   employment   or  otherwise   encourage   any   personnel  or
              sub-contractor of the other to leave their employment.

              14.2.1 Force Majeure.  Neither party shall be liable for delays in
              its  performance  hereunder  due to causes  beyond its  reasonable
              control, including but not limited to, acts of God, acts of public
              enemy,  acts of government or courts of law or equity,  civil war,
              insurrection or riots, fires, floods,  explosions,  earthquakes or
              other casualties, strikes or other labour troubles.

14.3          Notice.  All notices given to either party,  shall be by certified
              mail  or by  regular  overnight  delivery  service,  addressed  as
              follows:

              For Phoenix:                      For LBS:

              Phoenix International Limited Inc London Bridge Software Limited,
              500 International Parkway         16th Floor, New London
                                                Bridge House
              Heathrow                          25 London Bridge Street
              Florida                           London
              32746                             SE1 9SG
              USA                               Marked for the attention of
                                                Eric Watkins, Company Solicitor

14.4          Successors.  No  assignment  or transfer of this  Agreement or any
              right or privilege granted hereunder,  including any assignment by
              operation of law pursuant to a merger,  liquidation,  foreclosure,
              or involuntary  sale in bankruptcy,  shall be permitted of Phoenix
              or shall be  effective  or  binding  on LBS  without  LBS's  prior
              written  consent.  Subject  to  the  foregoing  limitation,   this
              Agreement  shall inure to the  benefit of and be binding  upon the
              parties hereto, their successors, and assigns.

14.5          Validity of Agreement. If any provision of this Agreement shall be
              held  illegal,  unenforceable,  or in  conflict  with any law of a
              federal,  state, or local government having jurisdiction over this
              Agreement,  the validity of the  remaining  portions or provisions
              hereof shall not be affected thereby.

14.6          Governing  Law.  This  Agreement  shall be construed in accordance
              with and  governed  by the law of England and Wales and each party
              agree to submit to the non-exclusive jurisdiction of the courts of
              England and Wales.  Headings  have been  included for  convenience
              only and shall not be used in  construing  any  provision  in this
              Agreement.

14.7          Amendments in Writing.  No amendment,  modification,  or waiver of
              any provision of this  Agreement  shall be effective  unless it is
              set forth in a writing that refers to this Agreement (must include
              Agreement  Number) and the  provisions so affected and is executed
              by an authorized  representative  of both  parties.  No failure or
              delay by either party in exercising  any right,  power,  or remedy
              will operate as a waiver of any such right, power, or remedy.

14.8          Expiration. This Agreement shall be valid only if executed by both
              parties within thirty (30) days of first execution.

14.9          Entire  Agreement.  This  Agreement  and  its  attached  Schedules
              constitute the entire agreement  between the parties regarding the
              subject   matter;   superseding   all   previous   communications,
              representations  or  agreements,  either  written  or  oral,  with
              respect to the subject matter.

14.10         Survival.  The terms of this 14 shall survive  termination of this
              Agreement.

15            Schedule

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15.1          The following Schedules are incorporated by reference:

              Schedule A    Runtime and ADE Service Description.
              Schedule B    Software Price list.


IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date below.

      Phoenix:                             LBS:
      BY:/s/ Raju M. Shivdasani            BY: /s/

      NAME:  Raju M. Shivdasani            NAME:
                                                  ------------------

      TITLE: President and COO             TITLE:
                                                  ------------------

      DATE:  2/14/2000                     DATE:
                                            ------------------


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                                                Confidential Treatment Requested


                               Pricing to Phoenix
                               ------------------

      SOFTWARE PRICING:

      During the term of this  Agreement  Phoenix may order Software from LBS in
      accordance  with the terms and  conditions of this Agreement at a price of
      ****% of the retail price list as established by LBS from time to time.

      MAINTENANCE PRICE LIST:

      LBS's standard rate for  Maintenance  services is a percentage of the list
      (non-discounted)   price  of  the  Software  and  appears  at   hereafter.
      Maintenance fees for any Software acquired during an existing  Maintenance
      Period  are  prorated  so as to be  co-terminus  with  the  then  existing
      Maintenance  period.  Maintenance  for the first year for any  End-User is
      mandatory.

      Prior to Phoenix's provision of first level support as described at clause
      5.1.9 hereof LBS will provide all Maintenance Service to End-Users and LBS
      shall receive **** per cent (****%) of the  applicable  Maintenance  fees.
      Once Phoenix has  contracted  directly with the End-User for the provision
      of maintenance  service and is providing  first line  maintenance  service
      direct to the  End-User  Phoenix may retain  **** per cent  (****%) of the
      Maintenance fee and shall pay to LBS within thirty (30) days from the date
      of commencement  of the  maintenance  service to the End-User **** percent
      (****%) of the maintenance fees which the End-User owes for the applicable
      maintenance period. All maintenance fees are payable annually in advance.

      The  parties  shall  as soon as  reasonably  possible  agree  on  mutually
      acceptable terms and conditions,  including  payment terms, for the use of
      the Software by Phoenix in a service  bureau  capacity in  Phoenix's  U.S.
      application service centers.


****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission

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                                   Schedule A

                                Runtime Licensee

                                Standard Support

                               Service Description

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                                    Contents

Contents...........................................................14



Vectus Runtime Licensee Standard Support Service Description.......15
         Customer Support..........................................15
         Incident Logging..........................................15
                  Excluded elements................................15
                  Classification of incidents......................15
                  Response times...................................16
         Remote access.............................................16
         On-site support...........................................16
         Escalation................................................16
         Customer responsibilities.................................17
                  Documentation....................................17
                  Co-operation.....................................17
                  Single point of contact..........................17
         Cover Periods.............................................17
                  Christmas and New Year period.. .................17
         New Versions, Intermediate Upgrades and Maintenance
                  Releases.........................................17
                  New Versions.....................................17
                  Intermediate Upgrades............................18
                  Maintenance Releases.............................18
         Web Site..................................................18

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          Vectus Runtime Licensee Standard Support Service Description

London Bridge Software Holdings plc (LBSH) provide Customer Support as described
in this document for the Customer's  accredited  users of the Vectus(R)  Runtime
for the purpose of such accredited users running Vectus Applications  internally
or in support of the Vectus Runtime sold to end Customers.

Support is provided for the Vectus Runtime, and not for the Vectus ADE or Vectus
Applications,  which are subject to separate  support  arrangements.  Nothing in
this  document  shall  require LBSS to support  directly or  indirectly  any end
Customer.

LBSH has a policy of ongoing  development  and  reserves the right to amend this
document from time to time.

     Customer Support
     ----------------
Customer  Support  is the  first  point of  contact  with  LBSH to  resolve  any
incidents.  In  addition  to the  incident  logging  and  resolution  procedures
outlined  below,  Customer  Support can provide  general  advice and guidance on
functionality.  Advice and  guidance  offered is confined to aspects,  which may
reasonably be discussed in a telephone conversation of up to 15 minutes.

     Incident Logging
     ----------------
Incidents are logged with Customer Support explaining the incident and providing
examples.  This can be done by telephone  using the  dedicated  support line, by
e-mail,  fax, post or LBSH web site. Use of the dedicated support line should be
reserved for high priority  incidents,  with other methods being  preferable for
lower priority incidents.

Details to be reported include:
         Customer contact name,  company and telephone number User Name, company
         and telephone  number (if different  from above)  Version number in use
         (including  build  and  patch,  where  applicable)
         Priority
         Incident description including:
                  GUI (i.e. Toolbook or VB)
                  Case RDBMS
                  Operating System
                  Expected behaviour
                  Actual  behaviour
                  Error  messages  displayed
                  User action prior to the incident
                  User action after experiencing the incident
                  Number of users experiencing the incident

     Customer  Support  may not be able to log the  incident if any of the above
information is not provided.

                                Excluded elements
Incidents occurring  in the  following situations  are  outside the scope of the
         service:
         When intermediate upgrades or maintenance releases have not been
         applied
         Malicious intent
         Inappropriate use of Vectus
         Where  Vectus is  integrated  with  third  party  components  and those
         components are changed without an appropriate Vectus change having been
         implemented,  for example, changing versions of the Word Processor used
         Problems caused by faults in third party components,  for example, hard
         disks, printers or databases
         Problems with or assistance on third-party components (unless specified
         when ordering the Support Service)

                           Classification of incidents
Incidents are classified with one of the following priorities:

Section 1         Priority A

         Inoperable or service so reduced as to be unusable
         Time critical job stopped

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         Data  corruption  problems that cannot be contained and could lead to a
         significant loss of data with no feasible work-around

Section 2         Priority B
         Important job stopped, or time-critical job at risk Important component
         unusable Data corruption problems that cannot be contained  Malfunction
         having frequent and major impact

Section 3         Priority C
         Non urgent or intermittent incident causing inconvenience
         An  incident  which  has no  current  impact,  or for  which a  locally
         identified cure or  circumvention  is available,  that is passed on for
         information  only to ensure  registration of the incident and clearance
         as appropriate
                                 Response times
Target times are in working days except where stated otherwise:
<TABLE>
<CAPTION>
------------------------------------------------ -------------------- --------------------- --------------------
                                                                      Priority
------------------------------------------------ -------------------- --------------------- --------------------
Action                                           A                    B                     C
------------------------------------------------ -------------------- --------------------- --------------------
<S>                                             <C>                  <C>                   <C>
Start investigation                              + 15 mins            + 1 hour              + 2 days
------------------------------------------------ -------------------- --------------------- --------------------
Initial response / request for  information      + 1 hour             + 3 hours             + 3 days
------------------------------------------------ -------------------- --------------------- --------------------
Work around / temporary avoidance                + 2 hours            + 5 hours             + 4 days
------------------------------------------------ -------------------- --------------------- --------------------
Outline  plan of action                          + 4 hours            + 8 hours             + 4 days
------------------------------------------------ -------------------- --------------------- --------------------
Intermediate  progress  report  /  request  for  + 8 hours            + 1 day               + 6 days
further information
------------------------------------------------ -------------------- --------------------- --------------------
Despatch On-site Support (if req'd)              + 1 days             + 2 days              N/A
------------------------------------------------ -------------------- --------------------- --------------------
Advise full solution                             + 2 days             + 4 days              + 10 days
------------------------------------------------ -------------------- --------------------- --------------------
Ongoing progress reports                         Daily                Weekly                Weekly
------------------------------------------------ -------------------- --------------------- --------------------
Provide full solution                            + 3 days             Next     Maintenance  Next   Intermediate
                                                                      Release               Upgrade
------------------------------------------------ -------------------- --------------------- --------------------
Follow up                                        + 5 days             N/A                   N/A
------------------------------------------------ -------------------- --------------------- --------------------
</TABLE>
Times relate to the Cover Period.  For example,  a Priority A incident logged at
14:30 on a Friday afternoon is due for an outline plan of action by 10:00 on the
following Monday.

  Remote access
  -------------
In the  course of  incident  investigation,  it may be  necessary  for  Customer
Support  to access the  Customer's  system  directly.  The  Customer  shall make
available a modem  connection  into a PC connected to the Customer's  network to
allow remote access and file transfer.  The communications package used for this
must be agreed with Customer Support, to ensure  compatibility.  The cost of the
hardware and software for the modem link is not included in the Support Service.

When access is required, Customer Support agrees this with the Customer prior to
the link being established. The link is then made available to Customer Support.

Failure to provide remote access may make it impossible for Customer Support to
achieve the above response times.

  On-site support
  ---------------
If it becomes apparent that an incident cannot be resolved over the telephone or
by remote access,  Customer  Support will,  where  possible,  provide a software
patch. If this fails to resolve the problem,  or this course of action is deemed
inappropriate,  then LBSH may agree to  provide  on-site  support  within  Great
Britain.

  Escalation
  ----------
     At any stage during the life of an incident,  enquiries  may be made on the
     current status of an incident.  Use of the dedicated support line should be
     reserved for high priority  incidents,  with other methods being preferable
     for lower priority incidents.

If the Customer finds that an incident is more serious than  originally  agreed,
the  incident may be escalated  to the  appropriate  priority by agreement  with
Customer Support.

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If an incident is not resolved  within the target time scale, it is escalated to
the next highest priority, unless an extension is agreed with the Customer.

If an incident is or becomes  Priority A, then the Support  Services  Manager is
informed to monitor progress on a daily basis.

     If a Priority A incident is not  resolved  within the target time scale,  a
     LBSH Director is informed to monitor progress to final resolution.

     Customer responsibilities
     -------------------------
                                  Documentation
In order that  incidents are resolved as quickly as possible the Customer  shall
supply accurate documentation covering:

         System and  configuration  details  including  hardware  specification,
         basic systems and software set-up and versions
         Details on modem access and security
         System Change  management procedures that advise Customer Support of
         any proposed  changes to the system such as software version changes,
         hardware upgrades etc.

                                  Co-operation
Co-operate with Customer Support by taking reasonable actions in accordance with
         requests for the purpose of:
         Ensuring that  incidents have been caused by an error in Vectus
         Reporting all such incidents to Customer Support
         Extracting and supplying information, in electronic or hardcopy format,
         which Customer Support require to progress  incidents
         Ensuring that all intermediate  upgrades and maintenance  releases are
         applied
         Informing Customer Support when corrective actions have been tested
         successfully

                             Single point of contact
The Customer will:
         Provide a single point of contact where  Customer  Support can progress
         incidents   and  deliver   releases
         Be able to extract and supply electronically diagnostic  information
         which Customer Support may require in order to help  resolve  incidents
         Own and control  Customer responsibilities  for incident  progression
         e.g.  service  management, modem access etc.
         Be an accredited Vectus user for Runtime and Support & Administration
         purposes
   Cover Periods
   -------------
Cover is during normal office hours:

         Monday - Friday   09:00 - 17:30
                          Christmas and New Year period
The main LBSH  office  closes  from  Christmas  Day to New Years day  inclusive.
During this period, a priority service is available:

Section 4         Christmas, Boxing and New Years Day
         Customer Support is closed.
Section 5         Weekdays between Boxing Day and New Years Day
         Customer  Support is open from 9am to 5pm when incidents may be logged.
         Any Priority A incidents are progressed in line with the above response
         times.  All other incidents are progressed from 2nd January or the next
         working day.

     New Versions, Intermediate Upgrades and Maintenance Releases
      -----------------------------------------------------------
                                  New Versions
New versions are released, from time to time, at intervals of approximately 12 -
24 months.  These versions are usually designated by a whole number increment in
the version number (e.g. Version 4 changes to Version 5).

From Version 3 onwards,  existing  Customers  can upgrade to a new version for a
percentage  of the then  current  list price of such new  version,  when the new
version comes under the terms of the existing  Support  Service.  Linear upgrade
paths  are  provided  for at least two such  versions  (e.g.  from  Version 3 to
Version 4 and from Version 4 to Version 5). Customer Support is available on the
current  version and the two previous  versions  (e.g.  Version 5, Version 4 and
Version 3).


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New versions  contain new  functionality  and existing  applications may require
modification to take advantage of such functionality.

Moving from Version 2 to Version 3 requires  application  re-engineering,  which
LBSH can undertake by agreement.

                              Intermediate Upgrades
Intermediate  upgrades are released at intervals of approximately 3 to 6 months.
These upgrades may introduce new functionality  and / or fix notified  problems.
Such  upgrades are  designated by  incrementing  the decimal  number (e.g.  from
Version 4.1 to Version 4.2).  Upgrade  paths are supplied for each  intermediate
release,  although existing applications may need modification to take advantage
of new functionality.

Provision of intermediate upgrades is included in the Standard Support Service.

                              Maintenance Releases
Maintenance  releases are designated by  incrementing  the second decimal in the
version number (e.g. from Version 4.1.2 to Version 4.1.3).  Maintenance releases
are made outside the normal release programme to correct any notified faults.

Provision of maintenance releases is included in the Standard Support Service.

New  releases  are  supplied by  Customer  Support,  who assume  control of such
releases,  including agreeing how and when they are delivered. Such releases are
delivered,  together with appropriate release documentation,  on magnetic medium
or by modem.

Release  documentation  includes,  inter alia, the  following:  Changes and / or
         fixes  in  this  release  Any  changes  to  the  environment   required
         Installation instructions Known bug list

Subsequent  releases  assume  that all  previous  releases  have been  correctly
installed.

   Web Site
   --------
The release  schedule,  the planned  contents of the next  release and a list of
known  faults are held the Vectus web site,  which can also be used for  logging
incidents. Fixes for Priority A faults are also made available via the web site.

Access is  granted to the  nominated  contact  by means of  Passwords  issued by
Customer Support.

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                                 GRAHIC OMITTED







                                  ADE Licensee

                                Standard Support

                               Service Description

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                                    Contents

Contents................................................................20


Vectus ADE Licensee Standard Support Service Description................21
         Customer Support...............................................21
         Incident Logging...............................................21
                  Excluded elements.....................................21
                  Classification of incidents...........................21
                  Response times........................................22
         Remote access..................................................22
         On-site support................................................22
         Escalation.....................................................22
         Customer responsibilities......................................23

                  Documentation.........................................23
                  Co-operation..........................................23
                  Single point of contact...............................23
         Cover Periods..................................................23
                  Christmas and New Year period.........................23
         New Versions, Intermediate Upgrades and Maintenance Releases...23
                  New Versions..........................................23
                  Intermediate Upgrades.................................24
                  Maintenance Releases..................................24
         Web Site.......................................................24

<PAGE>
                                                Confidential Treatment Requested

Vectus ADE Licensee Standard Support Service Description
London Bridge Software  Holdings (LBSH) provide Customer Support as described in
this document for the Customer's  accredited users of the Vectus(R)  Application
Development   Environment  (ADE)  for  the  purpose  of  such  accredited  users
developing Vectus  Applications for internal use or Applications for onward sale
to end Customers.

Support is provided  for the Vectus ADE,  and not for the Vectus  Runtime or for
Vectus  Applications  developed  under it which are subject to separate  support
arrangements. Nothing in this document shall require LBSH to support directly or
indirectly any end Customer.

LBSH has a policy of ongoing  development  and  reserves the right to amend this
document from time to time.

     Customer Support
     ----------------
Customer  Support  is the  first  point of  contact  with  LBSH to  resolve  any
incidents.  In  addition  to the  incident  logging  and  resolution  procedures
outlined  below,  Customer  Support can provide  general  advice and guidance on
functionality.  Advice and  guidance  offered is  confined  to aspects  that may
reasonably be discussed in a telephone conversation of up to 15 minutes.

     Incident Logging
     ----------------
Incidents are logged with Customer Support explaining the incident and providing
examples.  This can be done by telephone  using the  dedicated  support line, by
e-mail,  fax, post or LBSH web site. Use of the dedicated support line should be
reserved for high priority  incidents,  with other methods being  preferable for
lower priority incidents.

Details to be reported include:
         Customer contact name,  company and telephone number User name, company
         and telephone number (where different from above) Version number in use
         (including  build  and  patch,  where  applicable)   Priority  Incident
         description including:

                  GUI (i.e. Toolbook or VB)
                  Case RDBMS
                  Operating System
                  Flow components necessary to reproduce the incident
                  (e.g. Function, In Tray)
                  Expected behaviour
                  Actual behaviour
                  Error messages displayed

     Customer  Support  may not be able to log the  incident if any of the above
information is not provided.

                                Excluded elements
Incidents occurring  in the following  situations  are  outside the scope of the
service: When intermediate  upgrades or maintenance  releases have not
         been applied
         Malicious intent
         Inappropriate use of Vectus
         Where  Vectus is  integrated  with  third  party  components  and those
         components are changed without an appropriate Vectus change having been
         implemented,  for example, changing versions of the Word Processor used
         Problems caused by faults in third party components,  for example, hard
         disks, printers or databases
         Problems with or assistance on third-party components (unless specified
         when ordering the Support Service)

                           Classification of incidents
Incidents are classified with one of the following priorities:

Section 6         Priority A
         Inoperable,  or so reduced as to be unusable,  and an  important,  time
         critical  project  stopped
         Data  corruption  problems  that  cannot be contained and could lead to
         a significant loss of data with no feasible work-around

Section 7         Priority B
         Important or time critical project at risk
         Important component unusable
         Data corruption  problems that cannot be contained

<PAGE>
                                                Confidential Treatment Requested

 Malfunction  having frequent and major impact

Section 8    Priority C
         Non urgent or intermittent incident causing inconvenience
         An  incident  which  has no  current  impact,  or for  which a  locally
         identified cure or  circumvention  is available,  that is passed on for
         information  only to ensure  registration of the incident and clearance
         as appropriate

                                 Response times
<TABLE>
<CAPTION>
Target times are in working days except where stated otherwise:

                                    Priority

------------------------------------------------ -------------------- --------------------- --------------------
<S>                                   <C>                    <C>                      <C>
Action                                           A                    B                     C
------------------------------------------------ -------------------- --------------------- --------------------
Start investigation                              + 30 mins            + 3 hours             + 2 days
------------------------------------------------ -------------------- --------------------- --------------------
Initial response / request for  information      + 1 hours            + 6 hours             + 3 days
------------------------------------------------ -------------------- --------------------- --------------------
Work around / temporary avoidance                + 4 hours            + 1 day               + 4 days
------------------------------------------------ -------------------- --------------------- --------------------
Outline  plan of action                          + 6 hours            + 1 day               + 4 days
------------------------------------------------ -------------------- --------------------- --------------------
Involve Technical Support (if req'd)             + 7 hours            + 2 days              + 5 days
------------------------------------------------ -------------------- --------------------- --------------------
Intermediate  progress  report  /  request  for  + 1 day              + 3 days              + 6 days
further information
------------------------------------------------ -------------------- --------------------- --------------------
Despatch On-site Support (if req'd)              + 2 days             + 4 days              N/A
------------------------------------------------ -------------------- --------------------- --------------------
Advise full solution                             + 3 days             + 6 days              + 10 days
------------------------------------------------ -------------------- --------------------- --------------------
Ongoing progress reports                         Daily                Weekly                Weekly
------------------------------------------------ -------------------- --------------------- --------------------
Provide full solution                            + 5 days             Next     Maintenance  Next   Intermediate
                                                                      Release               Upgrade
------------------------------------------------ -------------------- --------------------- --------------------
Follow up                                        + 7 days             N/A                   N/A
------------------------------------------------ -------------------- --------------------- --------------------
</TABLE>

Times relate to the Cover Period.  For example,  a Priority A incident logged at
14:30 on a Friday afternoon is due for an outline plan of action by 10:00 on the
following Monday.

     Remote access
     -------------
In the  course of  incident  investigation,  it may be  necessary  for  Customer
Support  to access the  Customer's  system  directly.  The  Customer  shall make
available a modem  connection  into a PC connected to the Customer's  network to
allow remote access and file transfer.  The communications package used for this
must be agreed with Customer Support, to ensure  compatibility.  The cost of the
hardware and software for the modem link is not included in the Support Service.

When access is required, Customer Support agrees this with the Customer prior to
the link being established. The link is then made available to Customer Support.

Failure to provide remote access may make it impossible for Customer  Support to
achieve the above response times.

     On-site  support
     ----------------
     If it  becomes  apparent  that an  incident  cannot  be  resolved  over the
     telephone or by remote access,  Customer Support will,  where  appropriate,
     provide a software  patch.  If this fails to resolve the  problem,  or this
     course of action is deemed  inappropriate,  then LBSH may agree to  provide
     on-site support within Great Britain.

     Escalation
     ----------
     At any stage during the life of an incident,  inquiries  may be made on the
     current status of an incident.  Use of the dedicated support line should be
     reserved for high priority  incidents,  with other methods being preferable
     for lower priority incidents.

If the Customer finds that an incident is more serious than  originally  agreed,
the  incident may be escalated  to the  appropriate  priority by agreement  with
Customer Support.

If an incident is not resolved  within the target time scale, it is escalated to
the next highest priority, unless an extension is agreed with the Customer.

<PAGE>
                                                Confidential Treatment Requested

If an incident is or becomes  Priority A, then the Support  Services  Manager is
informed to monitor progress on a daily basis.

     If a Priority A incident is not  resolved  within the target time scale,  a
     LBSH Director is informed to monitor progress to final resolution.

     Customer responsibilities
     -------------------------
                                  Documentation
In order that  incidents are resolved as quickly as possible the Customer  shall
supply accurate and up to date documentation covering:

         System and  configuration  details  including  hardware  specification,
         basic systems and software set-up and versions
         Details on modem access and security
         System Change  management  procedures that advise Customer
         Support of any proposed  changes to the system such as software version
         changes, hardware upgrades etc.

                                  Co-operation
Co-operate with Customer Support by taking reasonable actions in accordance with
         requests for the purpose of:
         Ensuring that  incidents have been caused by an error in Vectus
         Reporting all such incidents to Customer Support
         Extracting and supplying information, in electronic or hardcopy format,
         which Customer Support require to progress  incidents
         Ensuring that all intermediate  upgrades and maintenance  releases are
         applied
         Informing Customer Support when corrective actions have been tested
         successfully

                             Single point of contact
The Customer will:
         Provide a single point of contact where  Customer  Support can progress
         incidents   and  deliver   releases
         Be  able  to extract  and  supply electronically diagnostic information
         which Customer Support  may  require in order to help resolve incidents
         Own and control Customer responsibilities  for incident  progression
         e.g.  service  management, modem access etc.
         Be an accredited Vectus user for Application Development and Support &
         Administration purposes

Cover Periods
--------------
Cover is during normal office hours:
         Monday - Friday   09:00 - 17:00

                          Christmas and New Year period
The main LBSH  office  closes  from  Christmas  Day to New Years day  inclusive.
During this period, a priority service is available:

Section 9
           Christmas, Boxing and New Years Day
           Customer Support is closed.

Section 10
         Weekdays between Boxing Day and New Years Day
         Customer  Support is open from 9am to 5pm when incidents may be logged.
         Any Priority A incidents are progressed in line with the above response
         times.  All other incidents are progressed from 2nd January or the next
         working weekday.

          New Versions, Intermediate Upgrades and Maintenance Releases
          ------------------------------------------------------------
                                  New Versions
New versions are released, from time to time, at intervals of approximately 12 -
24 months.  These versions are usually designated by a whole number increment in
the version number (e.g. Version 4 changes to Version 5).

From Version 3 onwards,  existing  Customers  can upgrade to a new version for a
percentage  of the then  current  list price of such new  version,  when the new
version comes under the terms of the existing  Support  Service.  Linear upgrade
paths  are  provided  for at least two such  versions  (e.g.  from  Version 3 to
Version 4 and from Version 4 to Version 5). Customer Support is available on the
current  version and the two previous  versions  (e.g.  Version 5, Version 4 and
Version 3).

New versions  contain new  functionality  and existing  applications may require
modification to take advantage of such functionality.

Moving from Version 2 to Version 3 requires  application  re-engineering,  which
LBSH can undertake by agreement.

<PAGE>
                                                Confidential Treatment Requested

                              Intermediate Upgrades
Intermediate  upgrades are released at intervals of approximately 3 to 6 months.
These upgrades may introduce new functionality  and / or fix notified  problems.
Such  upgrades are  designated by  incrementing  the decimal  number (e.g.  from
Version 4.1 to Version 4.2).  Upgrade  paths are supplied for each  intermediate
release,  although existing applications may need modification to take advantage
of new functionality.

Provision of intermediate upgrades is included in the Standard Support Service.

                              Maintenance Releases
Maintenance  releases are designated by  incrementing  the second decimal in the
version number (e.g. from Version 4.1.2 to Version 4.1.3).  Maintenance releases
are made outside the normal release programme to correct notified faults.

Provision of maintenance releases is included in the Standard Support Service.

New  releases  are  supplied by  Customer  Support,  who assume  control of such
releases,  including agreeing how and when they are delivered. Such releases are
delivered,  together with appropriate release documentation,  on magnetic medium
or by modem.

Release  documentation  includes,  inter alia, the  following:  Changes and / or
         fixes included in this release Any changes to the environment  required
         Installation instructions Known bug list

Subsequent  releases  assume  that all  previous  releases  have been  correctly
installed.

     Web Site
     --------
The release  schedule,  the planned  contents of the next  release and a list of
known faults are held on the Vectus web site, which can also be used for logging
incidents. Fixes for Priority A faults are also made available via the web site.

Access is  granted to the  nominated  contact  by means of  Passwords  issued by
Customer Support.

<PAGE>
                                                Confidential Treatment Requested

Schedule B

The  structure of this price list is now fixed,  unless  someone comes up with a
show-stopping  reason why it cannot work. However,  the amounts could be subject
to  change  if people  have  experience/knowledge  which  means  they  should be
changed. This is particularly true in the areas of "Modules based on Web access"
and "Developers" licenses.

Vectus Engine

                      Single App      Additional Apps  Full-Use
First 20 users         $ ****         $ ****             $ ****     ****%
20 - 100 users         $ ****         $ ****             $ ****     ****%
101 - 200 users        $ ****         $ ****             $ ****     ****%
200 +                  $ ****         $ ****             $ ****     ****%

In order to get value based  pricing on the engine we need to take into  account
"case" volumes.

if they buy  20 usersthat allows them to process 400,000    cases/annum  :-



                        50 users                              1,000,000

                       100 users                              2,000,000

                       200 users                              4,000,000



If they need to  process  more than  their  number of users  allows  they can be
licensed to process  additional case volume,  in blocks of 100,000 cases, at the
following rates:-

             between 400k and 1,000,000           $ ****       per 100,000 cases

             between 1,000,000 and 4,000,000      $ ****

             beyond 4,000,000                     $ ****

This gives them a license to use the Vectus  engine for a number of named  users
and to  process  a number of cases for one or more  applications,  with  desktop
access. Also included is a license to use:-

                                   C-API interface
                                   Corba interface
                                   Com interface
                                   VB run-time interface


****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission
<PAGE>
                                                Confidential Treatment Requested

Web access for Vectus Engine

Where  people  want web  access to the  engine we will  charge a one-off  fee of
$**** plus an additional  $**** per processor for each  processor  accessing
the engine

Batch access for Vectus Engine

Where  people  want access to the engine we will charge a one-off fee of ****
for the Vectus Batch Service Manager


****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission

<PAGE>
                                                Confidential Treatment Requested

Modules based on Engine license

The following  modules will be priced at the same user level as the engine.  So,
for  instance,  if the engine is licensed for the  equivalent of 100 users these
modules will be charged at 100 users :

                                          20        21-100     101-200     201+



Database-Link (first database)           $****      $****      $****     $ ****

Database-Link (subsequent d/b's)         $****      $****      $****     $ ****



CTI-Link (first)                         $****      $****      $****     $ ****

CTI-Link (subsequent)                    $****      $****      $****     $ ****



Image-Link (first)                       $****      $****      $****     $ ****

Image-Link (subsequent)                  $****      $****      $****     $ ****


Bureaux-Link (first bureau)              $****      $****      $****     $ ****

Bureaux-Link (subsequent bureau)         $****      $****      $****     $ ****

where  additional  case volume has been  licensed  for the engine an  additional
charge will be added of $**** per 100,000 cases.

Decision Master                       $****      $****      $****     $ ****

where additional case volume has been licensed for the engine an additional
charge will added of $ per 100,000 cases

Outlook plug-in run-time interface    $****      $****      $****     $ ****

Modules based on Web access license

The  following  modules  will be  priced  at the same  level  as the web  access
license. So, for instance,  if the engine is licensed for three processors these
modules will be charged at the same level:-

****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission

<PAGE>
                                                Confidential Treatment Requested

                                       1st proc           2-9 procs          10+



Java Interface                         $****               $****          $****



Vectus ASP/HTML Interface              $****               $****          $****



Vectus-X                               $****               $****          $****



Vectus Applets                         $****               $****          $****



Vectus Call Centre                     $****               $****          $****


****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission
<PAGE>
                                                Confidential Treatment Requested

Developers Licenses

ADE                        $****           16 user license

                           $****           4 user license


Vectus X                   $**** per developer

Vectus Applets             $**** per developer

Vectus ASP/HTML            $**** per developer



Bureaux-Link               $**** per developer

CTI-Link                   $**** per developer



Image-Link                 $**** per developer

Decision Master            $**** per developer

Functions pack             $*** per developer
                                      [No support offered on this product]

Rains

QAS

GB

Bank Wizard


****  Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
separately with the Commission