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                                                                   EXHIBIT 10.43

                           TWO-PARTY ESCROW AGREEMENT



                                     BETWEEN



                              PHOENIX AND FORT KNOX



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                           TWO-PARTY ESCROW AGREEMENT

         This Two-Party Escrow Agreement ("Agreement") is made as of this 1st
day of June, 1999, by and between Phoenix International Ltd., Inc. ("Phoenix")
and Fort Knox Escrow Services, Inc. ("Fort Knox").

         Preliminary Statement. Fort Knox will act as the escrow agent for the
source code for certain of Phoenix's software listed on Exhibit B (the
"Software"). Phoenix will deliver to Fort Knox a sealed package containing the
source code and associated development level documentation necessary to permit
Phoenix's licensees to use the source code to support the Software (the "Deposit
Materials"). Phoenix desires Fort Knox to hold the Deposit Materials, and, upon
certain events, deliver the Deposit Materials for some or all of the Software
(or a copy thereof) to those persons or entities listed from time to time on
Exhibit C hereto as a licensee of Phoenix ("Licensee"), in accordance with the
terms hereof.

         Now, therefore, in consideration of the foregoing, of the mutual
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

         1. Delivery by Phoenix. Phoenix shall be solely responsible for
delivering to Fort Knox the Deposit Materials as soon as practicable on CD-ROM,
magnetic tape, or other industry acceptable electronic media. Fort Knox shall
hold the Deposit Materials in accordance with the terms hereof. Fort Knox shall
have no obligation to verify the completeness or accuracy of the Deposit
Materials. Fort Knox shall not provide the Deposit Materials to any person or
entity except in accordance with the terms of this Agreement. No license is
granted to Fort Knox to use, copy, change or duplicate the Deposit Materials
except as specifically set forth in this Agreement. Phoenix shall provide Fort
Knox a list of Licensees who shall be beneficiaries of this Agreement, including
the Software licensed by each Licensee. Phoenix shall provide periodic updates
of such list to Fort Knox.

         2. Duplication, Updates.

                  2.1. Fort Knox may duplicate the Deposit Materials by any
means in order to comply with the terms and provisions of this Agreement,
provided that the Licensee to whom a copy of the Deposit Materials is to be
delivered pursuant to the terms hereof shall bear the expense of duplication.
Alternatively, Fort Knox, by notice to Phoenix, may reasonably require Phoenix
to promptly duplicate the Deposit Materials.

                  2.2. Within 30 days following the delivery of any
modifications, updates, or new releases of any of the Software or updated
documentation included in the Deposit Materials to any Licensee for
implementation (excluding beta tests), Phoenix shall deliver an updated version
of such Deposit Materials ("Additional Deposit") to Fort Knox. Fort Knox shall
have no obligation to verify the accuracy or completeness of any Additional
Deposit or to verify that any Additional Deposit is in fact a copy of the
Deposit Materials or any modification, update, or new release thereof.

         3. Notification of Deposits. Simultaneous with the delivery to Fort
Knox of the Deposit Materials or any Additional Deposit, as the case may be,
Phoenix shall deliver to Fort Knox a written statement specifically identifying
all items deposited, identifying the Software to which they relate, and stating
that such Deposit Materials or Additional Deposit have been inspected by Phoenix
and are complete and accurate. Fort Knox shall, within 10 business days of
receipt of any Deposit Materials, or Additional Deposit, notify Phoenix, and
each Licensee of the Software to which such Deposit Materials or Additional
Deposit relates, of such deposit. Such notifications may be made by regular U.S.
Mail.





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         4. Delivery by Fort Knox

                  4.1. Delivery by Fort Knox to Licensees on Notice from
Phoenix. Within 5 days after Phoenix notifies Fort Knox to effect delivery of
the Deposit Materials to a Licensee or Licensees at a specific address or
addresses, the notification being accompanied by a check payable to Fort Knox in
the amount of $100.00, Fort Knox shall deliver to such Licensee or Licensees a
copy of the Deposit Materials relating to the Software listed for each such
Licensee or Licensee(s).

                  4.2. Delivery by Fort Knox to Licensees on Notice from
Licensee.

                           (a) Licensee Notice. Any Licensee wishing to receive
a copy of any of the Deposit Materials must provide to Fort Knox:

                           (i) written notification that either Phoenix has
                           failed in a material respect to support the
                           applicable Software as required by any license or
                           support agreement ("License Agreement") between
                           Phoenix and any Licensee, or that any other event has
                           occurred which would require release of the Deposit
                           Materials under the terms of any License Agreement
                           with a Licensee, and such failure or event has not
                           been cured by Phoenix within the time period for cure
                           set forth in such License Agreement ("Phoenix
                           Default");

                           (ii) evidence satisfactory to Fort Knox that Licensee
                           has previously notified Phoenix of such Phoenix
                           Default in writing;

                           (iii) a written demand that the Deposit Materials be
                           released and delivered to Licensee;

                           (iv) a written undertaking from the Licensee that the
                           Deposit Materials being supplied to the Licensee will
                           be used only as permitted under the terms of the
                           License Agreement;

                           (v) specific instructions from the Licensee for this
                           delivery; and

                           (vi) an initial check payable to Fort Knox in the
                           amount of $100.00.

                  (b) Objection Notice, Delivery to Arbitration. Fort Knox
shall, within 5 business days after receipt of all the documents specified
above, send to Phoenix by certified mail a copy of all such documents. Phoenix
shall have 30 days from the date on which Phoenix receives such documents
("Objection Period") to notify Fort Knox of its objection ("Objection Notice")
to the release of the Deposit Materials to such Licensee and to request that the
issue of Licensee's entitlement to a copy of the Deposit Materials be submitted
to arbitration in accordance with Section 4.3 below.

                  (c) Delivery to Licensee. If, at the end of the Objection
Period, Fort Knox has not received an Objection Notice from Phoenix, then Fort
Knox shall within 10 business days deliver to the Licensee the Deposit Materials
for the Software for which Licensee is listed in accordance with the
instructions specified in paragraph 4.2(b)(v). All parties agree that Fort Knox
shall not be required to deliver the Deposit Materials until all fees then due
Fort Knox have been paid.



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                  4.3. Arbitration. All disputes shall be settled pursuant to
binding arbitration conducted as follows:

                  (a) If the Licensee is located in North, Central or South
America, the matter shall be submitted to, and settled by arbitration by a panel
of 3 arbitrators chosen by the Atlanta Regional Office of the American
Arbitration Association in accordance with the rules of the American Arbitration
Association. If the Licensee is located other than in North, Central or South
America the matter shall be submitted to, and settled by arbitration by a panel
of 3 arbitrators chosen by the International Chamber of Commerce in accordance
with their arbitration rules and procedures. The arbitrators shall apply Florida
law. At least 1 arbitrator shall be reasonably familiar with the computer
software industry. The decision of the arbitrators shall be binding and
conclusive on all parties involved, and judgment upon their decision may be
entered in a court of competent jurisdiction. All costs of the arbitration
incurred by Fort Knox, including reasonable attorneys' fees and costs, shall be
paid by Phoenix. If, however, a Licensee refuses to submit to such binding
arbitration, the matter shall not be submitted to arbitration and Fort Knox may
submit the matter to any court of competent jurisdiction in an interpleader or
similar action in accordance with paragraph 6(a) hereof.

                  (b) Phoenix may, at any time prior to the commencement of
arbitration proceedings, notify Fort Knox that Phoenix has withdrawn the
Objection Notice. Upon receipt of any such notice from Phoenix, Fort Knox shall
reasonably promptly deliver the Deposit Materials to the Licensee in accordance
with the instructions specified in paragraph 4.2(a)(v).

                  4.4. Delivery by Fort Knox to Phoenix. Fort Knox shall release
and deliver the Deposit Materials to Phoenix upon termination of this Agreement
in accordance with paragraph 7(a) hereof.

         5. Indemnity. Phoenix shall indemnify and hold harmless Fort Knox and
each of its directors, officers, agents, employees and stockholders ("Fort Knox
Indemnities") absolutely and forever, from and against any and all claims,
actions, damages, suits, liabilities, obligations, costs, fees, charges, and any
other expenses whatsoever, including reasonable attorneys' fees and costs, that
may be asserted against any Fort Knox Indemnitee in connection with this
Agreement or the performance of Fort Knox or any Fort Knox Indemnitee hereunder.

         6. Disputes and Interpleader.

                  6.1. Unless required to be submitted to arbitration as set
forth above, in the event of any dispute between any of Fort Knox, Phoenix
and/or any Licensee relating to delivery of the Deposit Materials by Fort Knox
or to any other matter arising out of this Agreement, Fort Knox may submit the
matter to any court of competent jurisdiction in an interpleader or similar
action. Any and all costs incurred by Fort Knox in connection therewith,
including reasonable attorneys' fees and costs, shall be borne by Phoenix.

                  6.2. Fort Knox shall perform any acts ordered by any court of
competent jurisdiction, without any liability or obligation to any party
hereunder by reason of such act.

         7. Term and Renewal.

                  7.1. The initial term of this Agreement shall be 2 years,
commencing on the date hereof (the "Initial Term"). This Agreement shall be
automatically extended for an additional term of one year ("Additional Term") at
the end of the Initial Term and at the end of each Additional Term hereunder
unless, on or before 90 days prior to the end of the Initial Term or an
Additional Term, as the case may be, either party notifies the other party that
it wishes to terminate the Agreement at the end of such term.



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                  7.2. In the event of termination of this Agreement in
accordance with paragraph 7(a) hereof, Phoenix shall pay all fees due Fort Knox
and shall promptly notify all Licensees that this Agreement has been terminated
and Fort Knox shall return to Phoenix all copies of the Deposit Materials then
in its possession.

                  7.3. In the event of termination of this Agreement, Fort Knox
shall destroy the Deposit Materials and Phoenix shall promptly notify all
Licensees that this Agreement has been terminated.

         8. Fees. Phoenix shall pay to Fort Knox fees in accordance with Exhibit
A as compensation for Fort Knox's services under this Agreement.

                  8.1. Payment. Fort Knox shall issue an invoice to Phoenix
following execution of this Agreement ("Initial Invoice"), on the commencement
of any Additional Term hereunder, and in connection with the performance of any
additional services hereunder. Payment is due upon receipt of invoice. All fees
and charges are exclusive of, and Phoenix is responsible for the payment of, all
sales, use and like taxes. Fort Knox shall have no obligations under this
Agreement until the Initial Invoice has been paid in full by Phoenix.

                  8.2. Nonpayment. In the event of non-payment of any fees or
charges invoiced by Fort Knox, Fort Knox shall give notice of non-payment of any
fee due and payable hereunder to Phoenix and, in such an event, Phoenix shall
have the right to pay the unpaid fee within 10 days after receipt of notice from
Fort Knox. If Phoenix fails to pay in full all fees due during such 10-day
period, Fort Knox shall give notice of non-payment of any fee due and payable
hereunder to the Licensee(s) and, in such event, the Licensee(s) shall have the
right to pay the unpaid fee within 30 days of receipt of such notice from Fort
Knox. Upon payment of the unpaid fee by either Phoenix or the Licensee(s), as
the case may be, this Agreement shall continue in full force and effect until
the end of the applicable term. Failure to pay the unpaid fee under this
paragraph 8(b) by both Phoenix and the Licensee(s) shall result in termination
of this Agreement.

         9. Ownership of Deposit Materials. Fort Knox and Phoenix recognize and
acknowledge that ownership of the Deposit Materials shall remain with Phoenix at
all times.

         10. Available Verification Services. Upon receipt of a written request
from any Licensee, Fort Knox and such Licensee may enter into a separate
agreement pursuant to which Fort Knox will agree, upon certain terms and
conditions, including payment of additional fees by Licensee, to inspect the
Deposit Materials for the purpose of verifying its relevance, completeness,
currency, accuracy and functionality ("Technical Verification Agreement"). Upon
written request from Phoenix, Fort Knox will issue to Phoenix a copy of any
written technical verification report rendered in connection with such
engagement. If Fort Knox and Licensee enter into such Technical Verification
Agreement, Phoenix shall reasonably cooperate with Fort Knox by providing its
facilities, computer systems, and technical and support personnel for technical
verification whenever reasonably necessary. If requested by any Licensee,
Phoenix shall permit one employee of such Licensee to be present at Phoenix's
facility during any such verification of the Deposit Materials.

         11. Miscellaneous.

                  11.1. Remedies. Except for intentional misrepresentation,
gross negligence or intentional misconduct, Fort Knox shall not be liable to
Phoenix for any act, or failure to act, by Fort Knox in connection with this
Agreement. Any liability of Fort Knox regardless of the cause shall be limited
to the



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amount of fees exchanged under this agreement. Fort Knox will not be
liable for special, indirect, incidental or consequential damages hereunder.

                  11.2. Natural Degeneration; Updated Version. In addition, the
parties acknowledge that as a result of the passage of time alone, the Deposit
Materials are susceptible to loss of quality ("Natural Degeneration"). It is
further acknowledged that Fort Knox shall have no liability or responsibility to
any person or entity for any Natural Degeneration. For the purpose of reducing
the risk of Natural Degeneration, Phoenix shall deliver to Fort Knox a new copy
of the Deposit Materials at least once every three years.

                  11.3. Permitted Reliance and Abstention. Fort Knox may rely
and shall be fully protected in acting or refraining from acting upon any notice
or other document believed by Fort Knox in good faith to be genuine and to have
been signed or presented by the proper person or entity. Fort Knox shall have no
duties or responsibilities except those expressly set forth herein.

                  11.4. Independent Contractor. Fort Knox is an independent
contractor, and is not an employee or agent of either Phoenix or any Licensee.

                  11.5. Amendments. This Agreement shall not be modified or
amended except by another agreement in writing executed by the parties hereto.

                  11.6. Entire Agreement. This Agreement, including all exhibits
hereto, supersedes all prior discussions, understandings and agreements between
the parties with respect to the matters contained herein, and constitutes the
entire agreement between the parties with respect to the matters contemplated
herein. All exhibits attached hereto are by this reference made a part of this
Agreement and are incorporated herein.

                  11.7. Counterparts; Governing Law. This Agreement may be
executed in 2 counterparts, each of which when so executed shall be deemed to be
an original and both of which when taken together shall constitute one and the
same Agreement. This Agreement shall be construed and enforced in accordance
with the laws of the State of Georgia.

                  11.8. Confidentiality. Fort Knox will hold and release the
Deposit Materials only in accordance with the terms and conditions hereof, and
will maintain the confidentiality of the Deposit Materials.

                  11.9. Notices. All notices, requests, demands or other
communications required or permitted to be given or made under this Agreement
shall be in writing and shall be delivered by hand or by commercial overnight
delivery service which provides for evidence of receipt, or mailed by certified
mail, return receipt requested, postage prepaid, and addressed as follows:

         (a)      If to Phoenix: to the address listed on the signature page
                  hereof

         (b)      If to Fort Knox:
                  Fort Knox Escrow Services, Inc.
                  2100 Norcross Parkway, Suite 150
                  Norcross, GA 30071 USA
                  E-mail: info@fortknoxescrow.com
                  Attn: Contracts Administrator



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         If delivered personally or by commercial overnight delivery service,
the date on which the notice, request, instruction or document is delivered
shall be the date on which delivery is deemed to be made, and if delivered by
mail, the date on which such notice, request, instruction or document is
received shall be the date on which delivery is deemed to be made. Any party may
change its address for the purpose of this Agreement by notice in writing to the
other parties as provided herein.

                  11.10. Survival. Paragraphs 5, 6, 8, 9 and 11 shall survive
any termination of this Agreement.

                  11.11. No Waiver. No failure on the part of any party hereto
to exercise, and no delay in exercising any right, power or single or partial
exercise of any right, power or remedy by any party will preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. No
express waiver or assent by any party hereto to any breach of or default in any
term or condition of this Agreement shall constitute a waiver of or an assent to
any succeeding breach of or default in the same or any other term or condition
hereof.

         IN WITNESS WHEREOF each of the parties has caused its duly authorized
officer to execute this Agreement as of the date and year first above written.

                  FORT KNOX ESCROW SERVICES, INC.


                  By:            /s/ Glen S. Bryman
                     ------------------------------------------
                  Title:            Director of Sales

                  PHOENIX

                  By:                    /s/ Raju Shivdasani
                     ------------------------------------------

                  Print Name:       Raju Shivdasani
                  Title:            President and Chief Operating Officer
                  Address:          500 International Parkway
                                    Heathrow, Florida  32746
                  Phone:            (407) 548-5100
                  Fax:              (407) 548-5296
                  E-Mail:           rshivdasani@phoenixint.com
                                    --------------------------



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