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                                                                   EXHIBIT 10.25
                                                CONFIDENTIAL TREATMENT REQUESTED

                             FIRST AMENDMENT TO THE
                           SOFTWARE LICENSE AGREEMENT
                                    BETWEEN
                               UNISYS CORPORATION
                                      AND
                        PHOENIX INTERNATIONAL LTD, INC.


         This First Amendment to the Software License Agreement (this
"Agreement") is entered into as of this 27th day of December, 1996 (the
"Effective Date") by and between Unisys Corporation ("Unisys"), with offices at
7000 West Palmetto Park Road, Suite 201, Boca Raton, Florida 33433; and Phoenix
International Ltd, Inc. ("Phoenix"), with offices at 900 Winderley Place, Suite
140, Maitland, Florida 32751.


                                WITNESSETH THAT:


         WHEREAS, Phoenix and Unisys entered into that certain Software License
Agreement earlier in 1996 (the "Original Agreement"; the Original Agreement as
amended by this Amendment is referred to as the "Agreement"); and

         WHEREAS, the parties wish to make certain changes to the Original
Agreement by this Amendment;


         NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto, intending to be legally bound by the provisions
hereof, hereby agree as follows:


I.       Section 2.1(2) shall be replaced in its entirety with the following,
so as to stipulate the license fee to be paid by each End User that is provided
with Source Code for the Package, and to enumerate the restrictions applicable
to such End User's use of the Source Code:

                 Grant End Users sublicenses to the Package and Documentation
                 pursuant to License Agreements.  To the extent so provided in
                 the applicable License Agreements, such sublicenses may extend
                 after termination of this Agreement, notwithstanding the
                 limited term of this Agreement.  License Agreements may
                 include a license for, or an option to license, Source Code
                 obtainable or exercisable upon payment of a Source Code
                 license fee in an


First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

<PAGE>   2


                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

                 amount XXXXXXXXXXXXXXXXXXXXXXXX (or, if the price or other
                 terms for the Source Code license prove to XXXXXXXXXXXXX
                 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX  as the parties may
                 mutually agree on a case-by-case basis).  Each Source Code
                 license must contain restrictions on use and disclosure,
                 provisions for ownership and protection of intellectual
                 property rights, and provisions for term and termination
                 before such Source Code license is granted or exercised.  The
                 Source Code license fee shall be shared by the parties as
                 provided in Part I of Addendum B.  Except as provided pursuant
                 to such a Source Code option or license, the End User shall
                 not be permitted to receive access to or delivery of Source
                 Code for the Package.


II.      Section 3.3 shall be replaced in its entirety with the following, so
as to amend the minimum sublicensing criteria that Unisys must satisfy in order
to maintain exclusivity otherwise provided in Section 3.1 hereof:

         3.3     The exclusivity described in Section 3.1 applicable in the
                 Territory shall continue until December 31, 1998 and
                 thereafter shall automatically renew for additional periods of
                 one (1) year each so long as the term of this Agreement
                 continues and Unisys sublicenses XXXXXXXXXXXX:

                    XXXXXXXXXXXXXX by December 31, 1998
                    XXXXXXXXXXXXXX by December 31, 1999

                 The minimum number of copies of the Package required to be
                 sublicensed in order for Unisys to maintain exclusivity in
                 renewal years extending on or after January 1, 2000 shall be
                 determined in accordance with Section 5.2 hereof.

                 For purposes of this paragraph, a "sublicense" means the
                 execution by the End User of a License Agreement for the
                 Package that provides for payment to Unisys of license fees in
                 accordance with Section 6.2 hereof sufficient to meet the per
                 copy and branch minimum royalty requirements established for
                 the Package as set forth in Addendum B hereto.

                 Sublicenses granted to Off-Shore Banks or any other End User
                 that does not agree to pay license and branch fees sufficient
                 for Phoenix to receive at least the minimum royalties set
                 forth in Addendum B hereto shall not be counted as sublicenses
                 of a copy of the Package for purposes of the exclusivity
                 criteria set forth in this paragraph, unless otherwise agreed
                 by





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

                 Phoenix in writing in advance.

                 If the Territory is hereafter expanded, the provisions under
                 which Unisys may obtain and maintain exclusivity (if
                 applicable) in additional areas shall be as agreed to by the
                 parties in the amendment providing for such expansion.


III.     Section 4.2 shall be replaced in its entirety with the following, so
as to modify the conditions under which Unisys may market software products
which may be competitive with the Package:

         4.2     Notwithstanding Section 4.1 hereof, the parties agree that
                 Unisys may market the SFB Product (or other software product
                 which may be competitive with the Package, with the
                 concurrence of Phoenix, such concurrence not to be withheld
                 absent compelling competitive reasons) under the following
                 circumstances:

                          (1)     The customer requires a mainframe-based 
                                  application; or

                          (2)     The customer is a current user of the SFB
                                  Product (i.e., licensed to use the SFB
                                  Product on the Effective Date) and desires to
                                  continue to use and license the SFB Product
                                  (including, for purposes of this Section
                                  4.2(2) only, versions of the SFB Product
                                  operating in a UNIX environment); or

                          (3)     The customer indicates that the Package is
                                  priced outside of the upper limits of the
                                  customer's budgetary envelope (which the SFB
                                  Product or another competitive software
                                  product would otherwise satisfy); or

                          (4)     The parties hereto mutually determine that
                                  the Package cannot support the number of
                                  branches requested by the End User (and for
                                  such purpose, it is mutually acknowledged
                                  that a single implementation of the Package
                                  would not support more than XX branches,
                                  although the parties hereto may hereafter
                                  determine that a greater or lesser number
                                  should apply in view of practical experience
                                  and plans, including Changes made or proposed
                                  from time to time); or





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

                          (5)     The customer is one of XXXXXXXX prospective
                                  customers of Unisys for which Unisys has
                                  already provided significant marketing
                                  effort, as identified on a list to be
                                  provided to Phoenix by March 22, 1996.

                 In no event, however, without Phoenix's prior written consent,
                 (a) may the Package or Documentation be provided to an End
                 User to be used concurrently with a competitive software
                 product, including the SFB Product, unless the package is
                 being used concurrently with a competitive software product on
                 a temporary basis while the Package is being implemented as a
                 replacement for such competitive software product or (b) may
                 the Package or Documentation be merged or integrated, in whole
                 or in part, with any competitive software product, including
                 the SFB Product or related SFB documentation.

IV.      Sections 5.1 and 5.2 shall be replaced in their entirety with the
following, so as to modify the expiration date of the initial term and change
the minimum sublicensing criteria that Unisys must satisfy in order to maintain
exclusivity otherwise provided in Section 3.1 hereof:

         5.1     The initial term of this Agreement shall commence on the
                 Effective Date and shall continue for an initial period ending
                 on December 31, 2000.

         5.2     Beginning six (6) months before expiration of the initial term
                 and each applicable renewal term (which, unless otherwise
                 agreed, shall be for terms of three (3) years each), the
                 parties agree to commence discussion and negotiation of the
                 minimum number of sublicenses of the Package that have to be
                 generated during each year of the ensuing renewal term in
                 order for Unisys to maintain exclusivity (it being agreed that
                 Phoenix will not require such number to be greater than
                 XXXXXXXX per year), the minimum license fees set for each
                 sublicense, and other terms applicable for renewal of this
                 Agreement.  Unless otherwise agreed, exclusivity criteria
                 shall be applied on a cumulative basis within each renewal
                 term, and Unisys shall receive credit in any renewal term for
                 exceeding the exclusivity criteria in any prior term.  Subject
                 to agreement on such additional terms, and provided that each
                 party is otherwise in compliance with the terms of this
                 Agreement and that Unisys has continuously satisfied the
                 criteria necessary to maintain exclusivity otherwise provided
                 in Section 3.1 hereof, this Agreement shall automatically
                 renew for a further period of three (3) years upon expiration
                 of the initial term and each renewal term.





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

V.       Section 6.1 shall be replaced in its entirety with the following, so
as to modify the amount, terms of payment, and credit terms for the initial
royalties applicable for the Package and Documentation and certain other
deliverables:

         1.      For delivery of a copy of the Package and Documentation in its
                 then-existing form (Delivery #1) to Unisys upon execution of
                 the Agreement, and in consideration of the license granted to
                 Unisys in Section 2.1 with respect thereto, Unisys agrees to
                 pay Phoenix an initial royalty for the Package and
                 Documentation, in its existing form, XXXXXXXXXXXXXX, which the
                 parties acknowledge has been paid in full.

         2.      For delivery of Unisys Release 1.3.7 of the Package (Delivery
                 #2), scheduled to occur within fifteen (15) days after
                 execution of this Amendment, and in consideration of the
                 license granted to Unisys in Section 2.1 with respect thereto,
                 Unisys agrees to pay Phoenix the sum of XXXXXXXXXX.

         3.      For delivery of Unisys Release 2.0 of the Package, (Delivery
                 #3), scheduled to occur by March 15, 1997, and in
                 consideration of the license granted to Unisys in Section 2.1
                 with respect thereto, Unisys agrees to pay Phoenix the sum of
                 XXXXXX.

         Payment of the foregoing amounts shall be made as follows:

<TABLE>
<CAPTION>
                                  Amount           Payment Date
                                  ------           ------------
<S>                               <C>              <C>
Delivery 2                        XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
Delivery 3                        XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
                                  XXXXXXX          XXXXXXXXXXXXXXXXXXXXX
</TABLE>





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

                                       5
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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

         Upon delivery of each Delivery (#1 - #3), the corresponding payment
         shall be fully earned, unconditionally payable on the schedule
         provided above and nonrefundable; each Delivery (#1 - #3) is distinct
         and executable without the necessity of subsequent Deliveries.

         Such initial royalties, to the extent paid, shall be applied on
         XXXXXXXXXXXXX basis as a credit for additional royalties payable under
         Section 6.2 hereof, up to a limit of XXXXXXXX per sublicense, but may
         not be applied to implementation, customization, or other service
         charges.

         To the extent royalties are actually paid by Unisys under Section 6.2
         hereof (and not merely credited under Section 6.2 as provided in the
         immediately preceding paragraph of this Section 6.1), then to the
         extent of any outstanding balance of initial royalties payable under
         this Section 6.1, the royalties paid under Section 6.2 shall be
         applied on a XXXXXXXXXXXXXX basis as a credit against the outstanding
         balance of initial royalties payable under this Section 6.1, up to a
         limit of XXXXXXXX per sublicense, XXXXXXXXXXXXXXXXXXXXXXXXXX.


VI.      New paragraphs 8.6 and 8.7 shall be added to the Agreement, to clarify
Phoenix's obligation to maintain the competitive position of the Package, as
follows:

         8.6     No later than XXXXXXXXXXXXXXXXX, Phoenix shall demonstrate, to
                 the reasonable satisfaction of Unisys, that Changes have been
                 made to the Package such that it will be capable to support an
                 installation of at least XXXXXXXXXXXXXXXXXXXXXXX with
                 satisfactory performance, including such parameters as product
                 stability, response time, daily reconciliation, etc.  If
                 Phoenix fails to achieve this objective by XXXXXXXXXXXXXXXXX,
                 Unisys shall be entitled to pay XXX XXXXXXXXXXXXXXX otherwise
                 payable to Phoenix in XXXX, up to an amount which does not
                 exceed the initial royalties paid under Section 6.1 offset by
                 any royalties paid to Phoenix under Section 6.2 as of
                 XXXXXXXXXXXXXXXXX, into an escrow account until Phoenix meets
                 the objective, at which time the balance will be paid to
                 Phoenix; provided, however, that if the objective is not met
                 by XXXXXXXXXXXXXXXXX, Unisys shall be entitled to retain the
                 proceeds of the escrow account without further obligation to
                 Phoenix hereunder.

         8.7     No later than XXXXXXXXXXXXXXXXX, Phoenix shall demonstrate, to
                 the reasonable satisfaction of Unisys, that Changes have been
                 made to





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

                 the Package such that it will be capable to support an
                 installation of at least XXXXXXXXXXXXXXXXXX with satisfactory
                 performance, including such parameters as product stability,
                 response time, daily reconciliation, etc.  If Phoenix fails to
                 achieve this objective by XXXXXXXXXXXXXXXXX, there will be a
                 revision of Part I of Addendum B hereof, such that the Gross
                 Proceeds from license and branch fees on all License
                 Agreements entered into after XXXXXXX XXXX shall be paid
                 XXXXXXXXXX.


VII.     Section 20.3 shall be replaced in its entirety with the following:

         20.3    Each individual who Unisys permits to receive access to the
                 Source Code shall be prohibited from simultaneously
                 participating in any design, development or programming
                 activities relating to any software product or programming
                 that is competitive with the Package, with the sole exceptions
                 of (1) the SFB Product (to the extent allowed under Section
                 4.2 hereof), (2) such other software product or programming as
                 Phoenix may approve under Section 4.2 hereof, and (3) such
                 other product or programming as Phoenix may approve in the
                 future after receiving the notice required by Section 4.1
                 hereof.


VIII.    The third and fourth paragraphs of Part I of Addendum B shall be
replaced with the following:

         XXXXXXXXXXXXXXXXXXXXXXXXX from license and branch fees on all other
         License Agreements.

         XXXXXXXXXXXXXXXXXXXXXXXXX from the Source Code license fees paid by
         End-Users prior to XXXXXXXXXXXXXX, and XXXXXXXXXXXXXXXXXXXX from the
         Source Code license fees paid by End-Users after XXXXXXXXXXXXXX.

VI.  The second, third and fourth paragraphs of Part II of Addendum B shall be
replaced in their entirety with the following:

         XXXXXXXXXXXXXXXXXX from support and/or maintenance fees paid by all
         End Users in connection with each sublicense of the Package -- for all
         payments due or received from any or all End Users (regardless of when
         the sublicense is executed) until 1 year after the First Conversion
         Date.  (For such purpose,





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

         the "First Conversion Date" shall mean the date on which Conversion
         and implementation have been completed for the first End User
         sublicensed by Unisys.)

         XXXXXXXXXXXXXXXXXXXXXX from support and/or maintenance fees paid by
         all End Users in connection with each sublicense of the Package -- for
         all payments due or received for all payments due or received from any
         or all End Users (regardless of when the sublicense is executed)
         between 1 year and 2 years after the First Conversion Date.

         XXXXXXXXXXXXXXXXXXXXX from support and/or maintenance fees paid by all
         End User in connection with each sublicense of the Package -- for all
         payments due or received for all payments due or received from any or
         all End Users (regardless of when the sublicense is executed) after 2
         years after the First Conversion Date.


IX.      Parts II and III of Addendum E shall be replaced in their entirety
with the new Parts II and III of Addendum E attached to this Amendment, so as
to delete the list of Pre-Qualified End Users and revise the list of Hold-Out
Accounts.


X.  Capitalized terms used herein and not otherwise defined shall have the
meaning provided in the Original Agreement.  Except as expressly provided
otherwise in this Amendment, the provisions of the Original Agreement shall
remain in full force and effect.





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto, as of the date shown above.


Phoenix International Ltd, Inc.            Unisys Corporation
                                   
                                   
By: /s/ Bahram Yusefzadeh                  By:     /s/ Jack A Blaine          
    -------------------------------             -------------------------------
                                   
Bahram Yusefzadeh                          Jack A. Blaine                    
-----------------------------------        ------------------------------------
           (Printed Name)                               (Printed Name)
                                   
Title:  Chairman & CEO                     Title:  President                  
        ---------------------------                ----------------------------
                                   
                                   
Date:  12-27-96                            Date:  12-27-96                  
       ----------------------------               -----------------------------





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

                                       9
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                      Parts II and III of Addendum E (New)

Part II:  Pre-Qualified End Users

                 Deleted.





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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                                            XXX-CONFIDENTIAL TREATMENT REQUESTED

                          Part III.  Hold-Out Accounts



         Existing End Users:

                 XXXXXXXXXXXXXXXXXXX


                 XXXXXXXXXXXXXXXXXXX


                 XXXXXXXXXXXXXXXXXXX





First Amendment to Software License Agreement
between Unisys Corporation and Phoenix International Ltd., Inc.

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