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                                                                  EXHIBIT 10.42

                              FINANCIALWARE, INC.
                         3535 EAST 96TH ST., SUITE 120
                        INDIANAPOLIS, INDIANA 46240-1411



                     MASTER SOFTWARE DISTRIBUTION AGREEMENT

DISTRIBUTOR:      Phoenix International
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    Address:      500 International Parkway
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                  Heathrow, FL  32746
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  Telephone:      (  407   )       548      -    5150
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  Facsimile:      (        )                -
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                  The provisions of the Standard Terms and Conditions and
Schedules A and B are also a part of this Agreement.


Financialware, Inc.                        Phoenix International
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                                           DISTRIBUTOR


/s/ Charles G. Myers                       /s/ Raju M. Shivdasani
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Signature                                  Signature


Charles G. Myers, President                Raju M. Shivdasani, President & COO
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Printed Name and Title                     Printed Name and Title


July 6, 1999                               June 24, 1999
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Date                                       Date

                       PLEASE SIGN AND RETURN ALL COPIES.
           DISTRIBUTOR COPY WILL BE RETURNED AFTER SIGNATURE BY FWI.


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                     MASTER SOFTWARE DISTRIBUTION AGREEMENT
                         STANDARD TERMS AND CONDITIONS

         For purposes of this Agreement, the term "FWI" shall mean
Financialware, Inc., and "Distributor" shall mean the distributor identified on
the Signature Page of this Agreement

         WHEREAS, FWI publishes computer software products including those FWI
products ("FWI Products") and third party products ("Other Products") listed on
the Signature Page, as such may be modified (collectively, the "Products").
Distributor distributes software or provides services that are complementary to
the Products. FWI and Distributor desire that Distributor act as an
independent, nonexclusive dealer in the Products.

         THEREFORE, the parties agree as follows:

1.       APPOINTMENT.

1.1      Scope. FWI hereby appoints Distributor, and Distributor hereby accepts
         such appointment, as an independent, nonexclusive dealer in the
         Products. In conjunction with such appointment, FWI grants to
         Distributor a nontransferable, nonexclusive license to demonstrate and
         market the Products to End-Users. "End-Users" are Distributor
         customers that license from FWI a Product their own use. Distribution
         to End-Users shall be pursuant to FWI's End-User license agreement
         and, in the case of the Other Products, to any requirements of the
         applicable third party vendors. Distributor's license does not
         transfer any rights in any Product to Distributor or to any End-User
         nor any right to sublicense.

1.2      Reserved Rights. FWI reserves the right, from time to time and in its
         sole discretion, (a) to increase or decrease the number of authorized
         distributors, (b) to distribute Products directly to independent
         resellers and End-Users, or (c) to change, or to add to or delete from
         the list of Products. In addition, FWI may from time to time impose
         special conditions concerning Distributor's licensing of certain
         Products, or change or terminate the type of service or support that
         FWI makes available, after giving prior written notice to Distributor;
         provided that Distributor's End-Users shall at all times during and
         after the term of this Agreement be entitled to receive the same
         support being provided to FWI's general customer base for the same
         Products, as long as they pay the appropriate fee therefor,

1.3      Export. Distributor will be solely responsible for compliance with any
         applicable export control laws or regulations, and payment of any
         tariffs or other fees that may be required in connection with
         distribution of any Product outside of the United States. FWI shall
         have no obligation under this Agreement to directly distribute any
         Product outside of the United States. All Products will be supported
         in US format only. Distributor shall be solely responsible for
         international returns.


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2.       PRICE.

2.1      Prices. The current FWI retail prices for the Products are as set
         forth on the then-current applicable FWI published price list ("FWI
         Price List"). The initial discount applicable to the Products is as
         set forth on Schedule A. FWI may change the FWI retail prices on the
         FWI Product Price List at any time and may change the Distributor
         discount at any time; provided, however, that FWI may increase the
         price of Product to Distributor only after giving thirty days prior
         notice to Distributor. Payment shall be made to FWI by Distributor
         pursuant to the payment policy set forth below. Distributor shall be
         solely responsible for establishing the price at which Products are
         licensed or sold to its End-Users. Discounts do not apply to Product
         maintenance/support or training.

2.2      Payment Terms. Full payment in U.S. dollars for Products licensed to
         an End User of Distributor is due and payable by Distributor to FWI
         within fifteen (I5) days of date of the invoice therefor, which
         invoice shall be sent at the time of Product shipment to Distributor
         or when hardware is delivered to FWI for staging. Products shall be
         invoiced upon an End User licensing same, and services shall be
         invoiced as specified in FWI's Price List. Interest shall accrue an
         any delinquent amounts owed by Distributor at the lesser of 1.5% per
         month or the maximum rate permitted by law. If any portion of
         Distributor's outstanding balance is aged greater than 60 days (a
         "Late Payment Condition"), FWI may require full or partial payment in
         advance. If a Late Payment Condition exists, FWI may cancel or suspend
         shipment of all Products to Distributor and the provision of services
         until the Late Payment Condition is cured.

2.3      Taxes. Distributor shall pay any taxes (other than FWI's income taxes)
         which may arise by virtue of its distribution of the Products, The
         prices set forth in this Agreement do not include any such taxes.
         Should any tax be assessed against FWI as a result of Distributor's
         distribution of the Products hereunder, Distributor agrees to pay such
         tax. If, pursuant to this Agreement and at the request of Distributor,
         FWI ships Products to a state that has a sales tax, Distributor agrees
         to provide FWI with appropriate documentation satisfactory to the
         applicable tax authorities for any claim of exemption from any sales,
         use, value added or other taxes, duties or similar fees which may be
         required upon delivery of Products or collection of payments due from
         Distributor. Should Distributor fail to provide adequate exemption
         documentation, or should any tax or levy be assessed against FWI,
         Distributor agrees to pay such tax or levy and indemnify FWI for any
         claim for such tax or levy.

3.       SUPPORT.

3.1      Technical Support. Distributor shall provide technical support to its
         End Users in accordance with FWI's support standards, which FWI may
         modify from time to time. At a minimum, Distributor shall (1) provide
         all assistance necessary to install the Products and (2) respond
         during normal business hours to End User's questions regarding
         operation of the Products. FWI shall provide reasonable consultation
         to


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         Distributor regarding questions raised by End Users that Distributor's
         staff cannot answer. The support shall be provided to End Users whose
         Product(s) are under warranty or for which the End User has remitted
         payment of the annual fee for the Product.

3.2      Training. Distributor shall, at its expense, participate in any
         Distributor training and product promotion programs which FWI may
         establish from time to time. Distributor shall maintain on its staff
         at all times the number of trained and technically proficient
         personnel necessary, and all hardware necessary, for Distributor to
         market the Products and provide installation, training and technical
         support to End Users.

3.3      Initial Subscription and Renewal. In connection with initial Product
         license sales, Distributor shall pay FWI the applicable first year
         maintenance cost pursuant to the FWI Product Price List, on behalf of
         each new End-User less 15%. Renewals of support shall be solely the
         responsibility of FWI and Distributor shall not have the right to sell
         support to End-Users other than in connection with the initial Product
         license sale. FWI's obligation to support any Distributor End-User
         shall be contingent on Distributor's provision of the appropriate
         End-User information to FWI pursuant to the terms of Section 4.3.

4.       ORDER AND REPORTING PROCEDURES.

4.1      Purchase Orders. Purchase orders must be submitted to FWI by
         Distributor in writing. All purchase orders shall be subject to
         acceptance by FWI and shall not be binding until the earlier of such
         acceptance or shipment, and, in the case of acceptance by shipment,
         only as to the portion of the order actually shipped.
         Order cancellations must be confirmed in writing.

4.2      Controlling Terms. This Agreement will apply to each order and the
         provisions of Distributor's form of purchase order will not supersede
         any of the terms of this Agreement.

4.3      Reporting. For each Product order filled by Distributor, and for each
         training contract and professional services contract entered into by
         Distributor, Distributor will, from the information it gathers from
         the End-User, inform FWI, of the date and content of the order or
         contract, the name, address and telephone number of the End-User(s)
         for whom the order was placed, the number of network users to use any
         Product, the number of active employees to be covered by any Product,
         whether each End-User has subscribed to the applicable FWI support
         program and such other information as FWI may reasonably request.
         Failure by Distributor to use its best efforts to provide the required
         End-User information will constitute a material breach of the terms of
         this Agreement subject to termination pursuant hereto.


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5.       SHIPMENT.

5.1      Shipment And Risk Of Loss. FWI will ship all Products ordered directly
         to the Distributor, in single or several lots, F.O.B. FWI's point of
         shipment. FWI will select the carrier. Distributor will be responsible
         for and pay all shipping and freight charges. All risk of loss of, or
         damage to, the Products shipped will pass to Distributor upon delivery
         by FWI to the carrier, freight forwarder or Distributor, whichever
         comes first.

5.2      Delays. Should orders for the Products exceed FWI's available
         inventory, FWI will allocate its available inventory and make
         deliveries on a basis FWI deems equitable, in its sole discretion, and
         without liability to Distributor on account of the method of
         allocation chosen or its implementation. In any event, FWI shall not
         be liable for any damages, direct, consequential, special, or
         otherwise, to Distributor or to any other person for failure to
         deliver or for any delay or error in delivery of the Products for any
         reason whatsoever.

6.       RETURNS OF PRODUCT. During the term of this Agreement, Distributor may
only return to FWI unopened Products (support not included) that have been
superseded by a new release. Upon receipt of the returned Product FWI will
exchange it for the then-current version of the same Product. Distributor will
be responsible for and pay all shipping, freight and insurance charges for all
Products returned to FWI and any Products to be returned to Distributor or an
End-User. No other returns of Product will be honored by FWI

7.       INTERFACE. Distributor shall be solely responsible for any interface
between the Products and Distributor's own software products.

8.       MARKETING AND SALES.

8.1      Distributor User Solicitation. FWI and Distributor will work together
         in good faith to develop an announcement plan to Distributor End-Users
         and for conducting joint mailings into the Distributor customer base.
         FWI and Distributor will share equally in production and mailing cost
         associated with mutually agreed upon incentive programs. Distributor
         will handle telephone follow-up and mailing administration at no
         charge to FWI.

8.2      Minimum Volume Commitment. Distributor commits to generating fees to
         FWI in the amount of the MVC sat forth on the Signature page of this
         Agreement, during each annual term of this Agreement. If in any annual
         term Distributor fails to generate fees to FWI equal to or greater
         than the MVC, Distributor shall pay to FWI at the end of each annual
         term an amount equal to one hundred percent (100%) of the difference
         between actual fees paid to FWI and the MVC.

8.3      Demonstration Copies. FWI will provide Distributor with demonstration
         copies of each Product, free of charge, solely for use by Distributor
         personnel in connection with


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         performing its obligations under this Agreement. These copies may not
         be sold, licensed or modified.

8.4      Marketing Materials. Distributor shall purchase marketing collateral
         from the standard FWI Price List.

8.5      Updates and New Releases. During the term of this Agreement, FWI shall
         use reasonable efforts to deliver a copy of any update or new release
         of the Products to Distributor prior to release of such update or new
         release by FWI to its End Users for which FWI has received payment for
         an active annual support and maintenance agreement.

8.6      Account Managers. FWI and Distributor shall each designate an account
         manager who will be responsible for managing the sales and marketing
         relationship and for providing a first line of contact on such issues.

8.7      Certification. Distributor agrees that only sales people who have been
         adequately trained on FWI's Products may sell the Products.

9.       DURATION AND TERMINATION OF AGREEMENT.

9.1      Term. This Agreement shall begin on the date it is signed by both
         parties hereto, and shall continue until terminated as provided below.

9.2      Termination at Will. Either party may terminate this Agreement by
         providing the other party with at least ninety days prior written
         notice of termination.

9.3      Termination for Cause.

         a.       Either party will have the right to terminate this Agreement
                  at any time if the other party is in breach of any material
                  term. Such termination will become effective thirty days
                  after the nonterminating party's receipt of a notice of
                  termination in the absence of a cure during such thirty day
                  period.

         b.       Either party will have the right to terminate this Agreement
                  at any time if the other party (i) becomes insolvent; (ii)
                  discontinues its business; (iii) is merged, consolidated, or
                  sells all or substantially all of its assets; (iv) fails to
                  pay its debts or perform its obligations in the ordinary
                  course of business as they mature; or (v) becomes the subject
                  of any voluntary or involuntary proceeding in bankruptcy,
                  liquidation, dissolution, receivership, attachment or
                  composition for the benefit of creditors. Such termination
                  will become effective upon the nonterminating party's receipt
                  of a notice of termination at any time after the specified
                  event.

9.4      Orders After Termination Notice. In the event that any notice of
         termination of this Agreement is given, FWI will be entitled to reject
         all or part of any orders received


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         from Distributor after the date of such notice. Notwithstanding any
         credit terms made available to Distributor prior to such notice, any
         Products shipped thereafter shall be paid for by certified or
         cashier's check prior to shipment.

9.5      Effect of Termination. Upon termination or expiration of this
Agreement:

         a.       The due dates of all outstanding invoices to Distributor for
                  the Products automatically will be accelerated so they become
                  due and payable on the effective date of termination or
                  expiration, even if longer terms had been provided
                  previously, All orders or portions thereof remaining
                  unshipped as of the effective date of termination will
                  automatically be canceled.

         b.       Each party shall cease using any trademark, logo or tradename
                  of the other and Distributor's right to market any Products
                  shall automatically cease and terminate, unless FWI agrees
                  otherwise.

         c.       For a period of one year after the date of termination,
                  Distributor shall make available to FWI for inspection all
                  sales records of Distributor that pertain to Distributor's
                  activities and compliance hereunder.

9.6      No Damages for Termination. Distributor acknowledges and agrees that
         Distributor has no expectation and has received no assurances that its
         business relationship with FWI will continue beyond the stated term of
         this Agreement or its earlier termination in accordance with this
         Section 9 and will make no claims against FWI for damages or expenses
         (including damages which may arise from the loss of prospective
         customers of Distributor, or expenses incurred or investments made in
         connection with the establishment, development, or maintenance of
         Distributor's business as a FWI distributor) in connection with any
         permitted termination.

9.7      Survival. Distributor's obligations to pay FWI all amounts due
         hereunder, as well as either party's obligations relating to
         indemnification, warranties, disclaimers of warranty, protection of
         proprietary rights and confidential information shall survive
         termination of this Agreement.

10.      RELATIONSHIP OF THE PARTIES. Distributor's relationship with FWI
during the term of the Agreement will be that of an independent contractor with
no power to bind FWI, or to create any obligation on behalf of FWI.

11.      ENTIRE AGREEMENT; MODIFICATIONS. This Agreement and Schedules A and B
represent the entire agreement between Distributor and FWI with respect to
their subject matter, superseding all previous communications or agreements
regarding such subject matter. This Agreement may be modified only by a writing
signed by the parties.


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