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                                                              EXHIBIT 10.45
                                           CONFIDENTIAL TREATMENT REQUESTED
                                           AND CONFIDENTIAL PORTIONS FILED 
                                           SEPARATELY WITH THE COMMISSION.

                                DYAD CORPORATION
                       LICENSE AND DISTRIBUTION AGREEMENT

         This License and Distribution Agreement (this "Agreement") is entered
into as of March 5, 1997 by and between Phoenix International Ltd., Inc., a
Florida corporation ("Phoenix"), and Dyad Corporation, a Georgia corporation
("Dyad").

                                    RECITALS

         Dyad is in the process of developing certain automated loan, mortgage
and financial services delivery machines for use in the financial services
industry.  Phoenix has made a capital investment in Dyad pursuant to the Stock
Purchase Agreement between them of even date herewith, and wishes to promote
and sell Dyad's products domestically in conjunction with its own products and
to have an exclusive right to promote and sell Dyad's products internationally.

         NOW, THEREFORE, in consideration and furtherance of the foregoing, the
parties hereto, intending to be legally bound, agree as follows:

1.       DEFINITIONS

         As used in this Agreement, capitalized terms shall have the following
meanings:

         1.1.    Confidential Information means any business, technical or
                 other information furnished by one party hereto to the other
                 or disclosed to the other as a result of examination or
                 inspection of the other party's facilities or products,
                 whether such information is disclosed in writing or orally.
                 Confidential Information shall in all cases include all source
                 and object code, development level documentation, and similar
                 technical information regarding the Products and Phoenix
                 Software and all marketing, business and product development
                 information.  Confidential Information shall not include
                 information which (a) at the time of disclosure is in the
                 public domain or thereafter enters the public domain for
                 reasons not attributable to any act or omission of the
                 receiving party in breach of its obligations hereunder, (b)
                 which the receiving party can show was in its possession prior
                 to the disclosure thereof by the disclosing party, or (c)
                 which the receiving party can show it acquired from a third
                 party who does not thereby breach an obligation of confidence
                 to the disclosing party and who discloses it in good faith.

         1.2.    Documentation means the documentation associated with the
                 Products as produced and provided by Dyad to Phoenix.





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         1.3.    End User means a customer who purchases the Products and/or
                 licenses the Software from Phoenix.

         1.4.    End User License means the agreement to be entered into
                 between Phoenix and each End User pursuant to Section 9.1
                 granting the End User a license to use the Products and/or the
                 Software.

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

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

         1.7.    Modify means to make a Modification.

         1.8.    Phoenix Customer means a U.S. customer of Phoenix who has
                 purchased a license for and is using the Phoenix Software.

         1.9.    Phoenix Marketing Agents means those persons who have been
                 authorized by Phoenix to sell, market and/or distribute the
                 Phoenix Software.

         1.10.   Phoenix Software means the software of Phoenix known as the
                 Phoenix Retail Banking System.

         1.11.   Prime Rate means the prime rate (or base rate) reported in the
                 "Money Rates" column or section of The Wall Street Journal as
                 being the base rate on corporate loans at larger U.S. money
                 center banks on the first date on which The Wall Street
                 Journal is published in each month.

         1.12.   Products means the current and future versions of the Dyad
                 products currently referred to by Dyad as the Automatic Loan
                 Machine and the MoneyPro Video Conferencing Kiosk System, and
                 the associated Software and Documentation.  Additional
                 products may be added by agreement of the parties as they are
                 developed or acquired by Dyad.

         1.13.   Trademarks means the trademarks, service marks and trade names
                 used by Dyad in connection with the Products, whether
                 registered or unregistered.





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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION

         1.14.   Software means the Software developed and owned by Dyad and
                 required for operation of the Products, including all
                 interfaces, additions, and Modifications thereto and new
                 releases thereof delivered to Phoenix under this Agreement.

2.       MARKETING APPOINTMENT

         2.1.    Domestic

                 Dyad hereby grants Phoenix the exclusive right to market, sell
                 and license the Products to Phoenix Customers, and the
                 non-exclusive right to market the Products to potential
                 Phoenix Customers and to market, license and sell the Products
                 to persons who originate loans or mortgages on behalf of
                 Phoenix' Customers, including by way of example car dealers,
                 furniture retailers, and real estate agents.  Dyad shall not,
                 and shall not allow any of its other marketing or distribution
                 persons to market the Products to Phoenix' potential customers
                 who are actively considering and working with Phoenix
                 regarding a license for the Phoenix Software.  Phoenix shall
                 provide a list of such potential customers to Dyad from time
                 to time.

         2.2.    International

                 Dyad hereby grants Phoenix the exclusive right to market, sell
                 and license the Products worldwide outside of the U.S.  The
                 exclusivity of such international marketing right shall be
                 contingent upon Phoenix meeting the following minimum Net
                 Revenue (as defined in Section 5.3) from sale or license of
                 the Products and Software outside of the U.S.:

                              XXX by XXXXXXXXXXXX

                 If such target is not met by Phoenix, Phoenix' rights under
                 this Section 2.2 shall become immediately and automatically
                 non-exclusive.  Additionally, such exclusivity may terminate
                 as set forth in Section 10.1 below.

         2.3.    Marketing Agents

                 Phoenix may sublicense the rights granted in this Section 2 to
                 any of its subsidiaries or Marketing Agents subject to the
                 following terms and restrictions:  (a) Phoenix may not provide
                 any Product, or sublicense any rights hereunder, to any
                 competitor of Dyad or any person developing, marketing or
                 selling a competitive product; (b) such party is authorized to
                 and is actively marketing, licensing or distributing the
                 Phoenix Software; (c) Phoenix shall be responsible for
                 ensuring compliance by each such party with all applicable
                 terms and conditions of this Agreement respecting the use and
                 protection of the Confidential Information and Intellectual
                 Property Rights of Dyad; and (d) Phoenix shall use





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                 the same amount of care and protection in dealing with
                 each such party with respect to the Products as it provides
                 and uses with respect to the Phoenix Software.

3.       LICENSE

         3.1.    License Grant

                 Subject to the terms and conditions of this Agreement, and in
                 support of the other rights granted hereunder, Dyad hereby
                 grants Phoenix the following rights and licenses with respect
                 to the Products:

                 (a)      To make copies of the Software in object code form
                          only and copies of the Documentation for distribution
                          to End Users as authorized by paragraph 3.1(b) below
                          and for use by Phoenix as authorized by paragraphs
                          3.1(c) and 3.1(d) below;

                 (b)      To distribute copies of the Software to End Users who
                          have duly executed End User License Agreements
                          concerning the Products or the Software.

                 (c)      To install and use the Software on Phoenix' own
                          computer systems and to use the Documentation for
                          demonstration, training and support of End Users.

                 (d)      To make Modifications to the Software in conjunction
                          with Dyad as authorized by Section 4 below.

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

         3.2.    Restrictions

                 (a)      Phoenix shall not copy, adapt, modify or reproduce
                          the Software in any manner whatsoever other than as
                          expressly provided in this Agreement without the
                          prior written consent of Dyad.

                 (b)      Phoenix may not provide the Software to any third
                          party except pursuant to a fully executed End User
                          License or to Phoenix Marketing Agents pursuant to
                          Section 2.3.

                 (c)      Phoenix may not use the Products in production for
                          the benefit of any third party, except as otherwise
                          allowed by written agreement between Dyad and
                          Phoenix.





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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION


                 (d)      During the term of this Agreement for the two years
                          thereafter, Phoenix may not use, rely on, or refer to
                          the Products, the Software, or any Confidential
                          Information of Dyad to develop, have developed,
                          support or invest in, directly or indirectly, the
                          development of any product which has, entirely or
                          partially, the same functions as any of the Products
                          or Software or which would be in direct or indirect
                          competition with any of the Products, or to sell
                          competing products or services.

4.       MODIFICATIONS

         4.1.    Product Interface

                 Dyad and Phoenix shall work in conjunction with one another to
                 develop an interface between the Products and the Phoenix
                 Software.  Each party shall pay its own costs associated with
                 the development of such interface.  Upon completion, those
                 parts of the interface which are separable from the Software
                 and the Phoenix Software shall be jointly owned by Phoenix and
                 Dyad.

         4.2.    Localization Modifications

                 From time to time, Phoenix may request that the Software be
                 Modified for use in other countries, which Modifications may
                 include translations into other languages and Modifications
                 required for compliance by the Products with local rules and
                 regulations governing financial institutions.  Phoenix and
                 Dyad shall jointly develop the parameters for such
                 Modifications and a reasonable schedule for completion.
                 Unless otherwise agreed by the parties, such Modifications
                 shall be produced by Dyad, and Phoenix shall pay Dyad for such
                 Modifications at its then current time and material rates plus
                 travel and lodging expenses related to such Modifications.

5.       REPORTING, FEES AND PAYMENT

         5.1.    Initial License Fee

                 Contemporaneously with the execution of this Agreement,
                 Phoenix shall pay Dyad a License Fee in the amount of XXXX for
                 the license of the Software to XXX of its customers.  Such
                 amount shall be paid by delivering XXX to Dyad in immediately
                 available funds by either wire transfer or cashier's check, as
                 agreed by the parties, and by delivering a promissory note in
                 the amount of XXX, payable on or before XXXXX.  No additional
                 license fee in excess of the continuing royalties below shall
                 be due for customers in excess of XXX.





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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION

         5.2.    Continuing Royalties

                 For payment of the initial license fee above, Phoenix may keep
                 the first XXX in Net Revenue (as defined below) from the sale,
                 license and maintenance of the Products.  In addition to the
                 initial license fee, after the first XXXX in NetRevenue,
                 Phoenix shall pay to Dyad a percentage of its Net Revenues as
                 follows: (i) XX of the Net Revenue received by Phoenix from
                 the XXXXXX of the Products including, without limitation,
                 XXXXXXXXXXXXX; (ii) XXX of its Net Revenue from XXXXXXXX of
                 the Products; and (iii) Phoenix and Dyad shall XXXXXXXXX based
                 on XXXXXXXXXX.  It is anticipated that Dyad will assist with
                 initial implementations and that Phoenix will eventually
                 handle implementations on its own.  Amounts due Dyad hereunder
                 shall be paid to Dyad by the tenth business day following the
                 receipt of such revenue by Phoenix, and shall be accompanied
                 by the name of the End User, their address, and the number of
                 locations where each End User is using the Products.

         5.3.    Pricing and Determination of Net Revenue

                 (a)      Phoenix and Dyad shall work together and use their
                          best efforts to jointly develop pricing terms for the
                          Products to be offered to End Users (the "Price
                          List").  Phoenix shall adhere to the Price List in
                          all sales and licenses of the Products and Software,
                          or any components thereof.  The Price List shall be
                          reviewed by the parties periodically and revised to
                          reflect customer requirements, changes in the market,
                          products costs, and other relevant factors.  Dyad
                          shall not offer pricing for the Products which are
                          materially better than those contained in the Price
                          List.  Phoenix shall be responsible for the invoice
                          and collection of all fees owed by End Users.

                 (b)      For purposes of this Agreement, Net Revenues shall be
                          defined as gross revenue received by Phoenix, minus
                          hardware and other out-of-pocket expenses reasonably
                          incurred by Phoenix associated with such revenue.
                          For the purpose of determining gross revenue, fees
                          collected by Phoenix shall be deemed to be the higher
                          of (i) the fees actually collected by Phoenix or (ii)
                          the fees set forth in the Price List.  If the amount
                          of a particular fee cannot be determined because it
                          is included in the bulk fees for the Phoenix Software
                          or otherwise, the Price List fee shall be used to
                          determine gross revenue.





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                                           XXX-CONFIDENTIAL TREATMENT REQUESTED 
                                               AND CONFIDENTIAL PORTIONS FILED
                                               SEPARATELY WITH THE COMMISSION


         5.4.    Other Fees

                 From time to time Dyad may provide additional programming or
                 consulting services to Phoenix not otherwise covered by this
                 Agreement.  Such services shall be detailed in a work order
                 agreed to by both parties setting forth the services to be
                 provided and the estimated schedule for completion of such
                 services.  Dyad shall bill Phoenix for such services
                 XXXXXXXXXXXXXXXXXXXXXXXX, plus reimbursement for reasonable
                 related travel, lodging, meals, and other out-of-pocket
                 expenses.  Phoenix shall pay Dyad all properly invoiced
                 amounts therefore within ten business days following receipt
                 of such invoice.

         5.5.    Expenses

                 Except as otherwise expressly set forth herein, Phoenix shall
                 be responsible for all of its own marketing and other expenses
                 related to the subject matter of this Agreement.

         5.6.    Taxes

                 Phoenix shall be responsible for paying all U.S. and foreign
                 taxes that are imposed due to the transactions contemplated by
                 this Agreement, including all applicable excise, property,
                 VAT, sales and use, or similar taxes, any income taxes or
                 withholding requirement in addition to or in lieu thereof
                 (exclusive only of United States Federal, state or local taxes
                 based upon the net income of Dyad), and any customs, import,
                 export or other duties, levies, tariffs, taxes, or other
                 similar charges. Phoenix shall indemnify and hold Dyad
                 harmless from any and all expenses related to Phoenix failure
                 to pay such taxes, and if Dyad is required to pay any taxes
                 for which Phoenix is responsible hereunder, Phoenix shall
                 promptly reimburse Dyad therefore.

6.       HARDWARE

         Phoenix shall purchase, and shall cause all End Users to purchase, all
         hardware required for the Products from Dyad (including the automatic
         loan machines and the video kiosks for the mortgage system).  Dyad
         shall sell such hardware to Phoenix at cost.  Upon request, Dyad will
         review alternative hardware and software configurations proposed by
         Phoenix and may, in its sole discretion, approve such configurations.

7.       SOFTWARE INTEGRATION

         Certain portions of the Software may be appropriate for use with the
         Phoenix Software apart from their applicability to the functionality
         of the Products.  Dyad and Phoenix shall work together to identify
         such components of the Software, and to formulate a plan for
         integration of such software components with and into the Phoenix
         Software.  Phoenix and/or Dyad shall Modify such software components
         as may be necessary to





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         enable them to work independently of the Products and in conjunction
         with the Phoenix Software.  Phoenix and Dyad shall work together to
         enter into an agreement setting forth pricing, ownership, license, and
         revenue sharing terms for the license of such Software products to
         Phoenix' Customers.  Such terms shall be no less favorable to Phoenix
         than the terms of this Agreement.  Phoenix shall bear and/or shall
         reimburse Dyad for all costs associated with such Modifications.

8.       OBLIGATIONS OF DYAD

         8.1.    Copies of the Software

                 Dyad shall provide Phoenix with a reasonable number of copies
                 of the Software and Documentation as necessary for Phoenix to
                 fulfill its obligations and exercise its rights hereunder.
                 All Software and Documentation shall be provided in English
                 unless otherwise translated as provided in Section 4.2 above.

         8.2.    Maintenance and Support

                 Dyad shall provide the following maintenance and support to
                 Phoenix for the Products:

                 (a)      Dyad shall deliver all future Modifications and new
                          versions and releases of the Software to Phoenix
                          which Dyad has prepared for license to its customers.
                          Such Modifications and new releases shall become part
                          of the Products and subject to this Agreement upon
                          delivery.

                 (b)      Dyad shall use its reasonable commercial efforts to
                          correct or provide work around solutions for material
                          reproducible errors in the Products reported to Dyad
                          by Phoenix.  Phoenix shall provide all information
                          required by Dyad to reproduce and correct such
                          errors.  Material errors are those which cause the
                          Products to operate other than in conformity with
                          their documentation or which interfere with an End
                          User's proper use of the Products or Software.

                 (c)      Dyad shall provide telephone support to Phoenix for
                          the Products and Software to assist Phoenix in the
                          provision of maintenance and support of the Products
                          and Software to End Users as required under Section
                          10.3 below.

         8.3.    Exceptions

                 The following matters are not covered by maintenance or
                 support under this Agreement:

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





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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION


                 (b)      Any problem caused by the Modifications of any
                          version of the Software not made or authorized by
                          Dyad; or

                 (c)      Any problem resulting from the use of the Software
                          with other programming or with hardware
                          configurations not approved in writing by Dyad.
         8.4.    Training

                 Dyad shall provide technical assistance and training to
                 Phoenix as reasonably requested by Phoenix for its own
                 personnel at no charge; provided, however, that Phoenix shall
                 reimburse Dyad for all expenses incurred by Dyad (including
                 travel and lodging expenses) in providing such assistance and
                 training.  Additionally, Dyad personnel shall assist and work
                 with Phoenix' personnel in the first XXX installations of
                 Products for End Users.

9.       OBLIGATIONS OF PHOENIX

         9.1.    End User Agreements

                 Phoenix shall require each End User to enter into an End User
                 License with Phoenix prior to delivery of any Product to such
                 End User.  Phoenix shall furnish each form of End User License
                 Phoenix proposes to use to Dyad for its approval.  End User
                 License shall contain appropriate terms regarding ownership of
                 intellectual property, licensing terms, protection of
                 confidential information and other terms as may be reasonably
                 requested by Dyad.  Phoenix shall use all reasonable efforts
                 to enforce the terms of End User Licenses and to ensure
                 compliance by End Users.  Phoenix shall inform Dyad of all
                 known breaches of End User Licenses.

         9.2.    End Users

                 Phoenix shall notify Dyad of potential customers for the
                 Products.  Dyad shall notify Phoenix of marketing conflicts
                 with Dyad's marketing efforts to such potential customers.  In
                 case of conflict, the senior sales managers of Phoenix and
                 Dyad shall determine whose sales force shall market to the
                 customer.  If no resolution can be reached, the decision of
                 Dyad as to such customer shall be final.

         9.3.    End User Support

                 Phoenix shall provide all maintenance and support to End
                 Users.  Dyad shall not be responsible for support of any End
                 User, but shall only provide such assistance to Phoenix'
                 support staff as they may require from time to time to resolve
                 End User problems. Phoenix shall maintain a qualified support
                 staff capable of





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                 providing such support and maintenance and shall
                 maintain a telephone support line during Phoenix regular
                 business hours for provision of telephone support to End
                 Users.

         9.4.    Customer Contacts

                 Phoenix will work exclusively with Dyad with respect to any
                 business opportunity presented to Phoenix by Dyad or obtained
                 by Phoenix as a result of its working relationship with Dyad.

         9.5.    Notices, Logos and Marks.

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

         9.6.    Copies of Materials

                 Prior to use, Phoenix shall send to Dyad for review and
                 approval copies of all advertising, marketing and product
                 materials related to the Products or Software proposed to be
                 used by Phoenix.  Such approval by Dyad shall not be
                 unreasonably withheld.

         9.7.    Compliance with Laws

                 (a)      Phoenix shall, at its own expense, be responsible for
                          insuring compliance with all laws relating to the
                          export and license of the Products by Phoenix
                          hereunder, and shall procure all licenses and pay all
                          fees and other charges required thereby.

                 (b)      Phoenix may not ship, export or re-export the
                          Products or any other information, process, product
                          or service obtained directly or indirectly from Dyad
                          to any country or entity which is the subject of any
                          prohibition imposed by the U.S. Export Administration
                          Act of 1979, U.S. Executive Orders, the U.S.
                          Department of Commerce, the North Atlantic Treaty
                          Organization, or any other U.S. or foreign law.

                 (c)      Phoenix hereby agrees that it and its directors,
                          officers, employees, and agents will comply with the
                          Foreign Corrupt Practices Act of 1977, as amended.

10.      TERM AND REVIEW

         10.1.   Term





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                 This Agreement shall become effective on the date first set
                 forth above and shall continue for an initial term of 5 years.
                 This Agreement shall automatically renew for successive terms
                 of two years thereafter.  After the initial 5 year term,
                 either party may terminate this Agreement upon 180 days' prior
                 written notice.  Phoenix' exclusivity with respect to the
                 rights granted under Section 2.2 shall expire at the end of 3
                 years following the date of this Agreement, unless extended by
                 mutual agreement of the parties.

         10.2.   Termination

                 Either party may terminate this Agreement at any time on at
                 least thirty (30) days' prior written notice following a
                 material breach of the terms of this Agreement by the other
                 party which is not cured within such notice period.  Dyad may
                 terminate this Agreement upon thirty (30) days' prior written
                 notice if Phoenix either (i) incurs a conflict of interest of
                 significant impact, or (ii) fails to devote reasonable effort
                 to the license of the Software to End Users, which failure is
                 not cured within the notice period.  Phoenix may terminate
                 this Agreement upon 60 days' prior written notice to Dyad.

         10.3.   Effect of Termination

                 Notwithstanding the termination of this Agreement, Dyad shall
                 continue to be entitled to the fees earned under this
                 Agreement.

         10.4.   Survival

                 Notwithstanding termination of this Agreement for any reason
                 (including, without limitation, by notice pursuant to Section
                 10.2), Sections 3.2(d), 5.2, 12, (Indemnification by Phoenix),
                 13 (Title to Intellectual Property), 14 (Confidentiality) and
                 16 (General) shall continue to have effect as shall any other
                 provisions which by their nature or necessary implication
                 ought or were intended to continue to have effect, and End
                 User Licenses of customers already granted prior to the date
                 of such termination shall continue to be valid.

         10.5.   Actions Upon Termination

                 Upon termination Phoenix shall:

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

                 (b)      return all copies of the Products in the possession
                          of Phoenix to Dyad and shall cease using the same for
                          any purpose whatsoever;

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





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

                 (e)      if termination is by Dyad due to breach by Phoenix,
                          and Phoenix fails to provide continuing support to
                          End Users pursuant to its obligations under End User
                          License or other maintenance agreements, Phoenix
                          shall assign all End User Licenses and other such
                          agreements to Dyad to the extent required for Dyad to
                          provide support of the Products to End Users.

                 Phoenix shall certify its compliance with this Section upon
                 the written request of Dyad.  Notwithstanding the foregoing or
                 the termination of this Agreement, provided Phoenix is current
                 and continues to make all payments due Dyad hereunder, has not
                 breached any material term of this Agreement, and continues to
                 provide maintenance and support to End Users in accordance
                 with the terms of the agreements Phoenix may have with such
                 End Users, Phoenix may continue to use the Products solely for
                 the purposes of providing maintenance and support of the
                 Products to End Users under continuing End User Licenses,
                 maintenance agreements, or other written agreement.

11.      WARRANTY

         11.1.   No Warranty

                 Dyad's maintenance obligations to Phoenix under Section 8.2
                 above are in lieu of any warranty with respect to the Products
                 or the Software.  DYAD DISCLAIMS ANY AND ALL OTHER
                 REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN,
                 EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING
                 (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY OR
                 FITNESS FOR A PARTICULAR PURPOSE.

         11.2.   Limitation of Liability and Damages

                 DYAD'S LIABILITY FOR ANY AND ALL DAMAGES SHALL BE LIMITED TO
                 THE REMEDIES PROVIDED HEREIN.  NEITHER PARTY SHALL HAVE ANY
                 LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
                 CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
                 LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTERRUPTION OF
                 BUSINESS, OR ANY OTHER MONETARY LOSS, ARISING OUT OF THE USE
                 OR INABILITY TO USE THE PRODUCTS OR THE SOFTWARE, OR FOR
                 MISSTATEMENTS, MISTAKES OR OMISSIONS IN THE DOCUMENTATION,
                 EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF
                 SUCH DAMAGES.  Neither party shall be responsible to any
                 customer or End User for the quality of service or performance
                 of





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                 products furnished by the other party.  Each party is
                 solely responsible for establishing the prices of its own
                 products, services and associated deliverables.

12.      INDEMNIFICATION BY PHOENIX.

         12.1.   Infringement of Intellectual Property Rights.

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

         12.2.   Limitations.

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

13.      TITLE TO INTELLECTUAL PROPERTY

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





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<PAGE>   14

         Neither party, without the express prior written approval of the other
         shall use the trademarks, service marks, or proprietary words or
         symbols of the other.  Notwithstanding the foregoing, nothing
         contained in this Agreement shall affect either party's rights to use
         any trademarks, service marks, or proprietary words or symbols of the
         other to the extent otherwise permitted by applicable law or by
         written agreement between the parties.

14.      CONFIDENTIALITY

         Except as otherwise provided herein or as allowed by the prior written
         consent of the other party, for the term of this Agreement and for a
         period of three (3) years following the termination of this Agreement
         (and for ten (10) years with respect to source code for any Software),
         each party hereto (a) shall receive all Confidential Information of
         the other in strict confidence, (b) shall use the same degree of care
         which it uses to protect its own Confidential information to maintain
         the confidentiality and secrecy thereof, (c) shall disclose the
         Confidential Information, and permit the Confidential Information to
         be disclosed, only to its employees who need access to the
         Confidential Information to carry out the terms and intent of this
         Agreement, and (d) shall use the Confidential Information only in
         furtherance of its rights and obligations set forth in this Agreement.
         Both the parties shall keep confidential the terms and conditions of
         this Agreement, but not its existence, and all other information which
         is designated in writing as confidential by one party to the other.
         Notwithstanding the foregoing, a party may make such disclosures as
         may be required by order of a court of competent jurisdiction,
         administrative agency or other government body, or by law rule or
         regulation, provided, however, that to the extent possible, it gives
         the other party prior written notice of such requirement and assists
         the other party in its efforts to oppose such requirement.

15.      EMPLOYEES

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

16.      GENERAL

         16.1.   No Authority to Bind the Other Party

                 The parties to this Agreement are independent contractors and,
                 except as provided in this Agreement or otherwise in a writing
                 signed by both parties, neither party is authorized to act on
                 behalf of the other or to bind the other.  This Agreement does
                 not establish any relationship of agency, partnership, or
                 joint venture.  Each party shall bear responsibility for its
                 own employees, including terms of employment, wages, hours,
                 tax withholding, required insurance, and daily direction and
                 control.  Except as otherwise set forth in an Addendum, the
                 relationship created hereunder is non-exclusive as to each
                 party.





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<PAGE>   15

         16.2.   Successors and Assigns

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

         16.3.   Governing Law; Jurisdiction

                 The construction and interpretation of, and the rights and
                 obligations of the parties pursuant to this Agreement shall be
                 governed by the laws of the State of Georgia.

         16.4.   Force Majeure

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

         16.5.   Severability

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

         16.6.   Notices

                 All notices, requests, demands and other communications under
                 this Agreement shall be in writing and shall be deemed to have
                 been duly given:  (i) on the date of service if served
                 personally on the party to whom notice is to be given; (ii) on
                 the day of transmission if sent via facsimile transmission to
                 the facsimile number given below, and telephonic confirmation
                 of receipt is obtained promptly after completion of
                 transmission; (iii) on the second day after delivery to
                 Federal Express or similar overnight courier or the Express
                 Mail service maintained by the United States Postal Service;
                 or (iv) on the fifth day after mailing, if mailed to the party
                 to whom notice is to be given, by first class air mail,
                 registered or certified, postage prepaid and properly
                 addressed, to the party as follows:





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<PAGE>   16

                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION


                 If to Phoenix:   Phoenix International Ltd., Inc.
                                  500 International Parkway
                                  Heathrow, Florida 32746
                                  Attention: Ralph Reichard
                                  
                                  
                 If to Dyad :     Dyad Corporation
                                  3150 Holcomb Bridge Road
                                  Suite 200
                                  Norcross, Georgia  30071
                                  Attention: XXX

                 Either party may change its address for the purpose of this
                 Section by giving the other parties written notice of its new
                 address in the manner set forth above.

         16.7.   Amendments; Waivers

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

         16.8.   Entire Agreement

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

         16.9.   Parties in Interest

                 Nothing in this Agreement is intended to confer any rights or
                 remedies under this Agreement on any persons other than
                 Phoenix and Dyad and their respective successors and permitted
                 assigns.  Nothing in this Agreement is intended to





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