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XOX Corporation                                              Tel:   612/645-9000
1450 Energy Park Drive, Suite 120                            Fax:   612/645-9565
St. Paul. MN 55108                                        E-mail: shapes@xox.com


                            LETTER OF UNDERSTANDING
                               FEBRUARY 26, 1997

Mr. Jacob Almagor
IMETRIX Limited
P.O.B. 2205
Rehovat 76121, Israel

Dear Mr. Almagor:

The purpose of this letter is to set forth the mutual agreements and
understandings between IMETRIX Limited, an Israeli corporation ("IMETRIX") and
XOX Corporation, a Delaware corporation ("XOX") with respect to the desire of
XOX to loan funds to IMETRIX on the terms and conditions set forth in this
Letter of Understanding ("Letter"). Upon execution of counterparts of this
Letter by XOX to IMETRIX, the obligations described in paragraphs 14 and 15 will
constitute the legally binding and enforceable agreement of XOX and IMETRIX. The
other matters described herein do not impose upon either XOX or IMETRIX an
enforceable duty or obligation to negotiate towards a definitive agreement.

1. LOAN:                   Subject to conditions to be set forth in a
                           definitive, legally binding, written convertible
                           bridge loan agreement to be negotiated and agreed
                           upon by both parties, XOX proposes to lend IMETRIX up
                           to $200,000.00, U.S. currency (the "Loan"). Of this
                           Loan amount, $76,000.00 was advanced to IMETRIX prior
                           to this Letter and an additional $50,000 shall be
                           available for advancement upon execution of this
                           Letter (cumulatively, these advances totaling
                           $126,000 shall be referred to as the "First
                           Advance"). Of the remaining Loan, up to an additional
                           $74,000 shall be advanced to IMETRIX subject to
                           completion of the definitive convertible bridge loan
                           agreement, mentioned hereinafter (any portion of this
                           $74,000 that is advanced to IMETRIX shall be
                           cumulatively referred to as the "Second Advance").

                           The terms of the Loan are subject to the requirements
                           of any applicable Israeli Law which specifically
                           govern a loan or investment of U.S. currency in an
                           Israeli company, including without limitation, the
                           Currency Control Law, of 1978, as amended and any
                           regulations promulgated thereunder and the Income Tax
                           Ordinance and any regulations promulgated thereunder.

2. TERM OF LOAN:           A promissory note shall be delivered to XOX
                           concurrently with delivery of each advance (the
                           "Notes"). Each Note shall have a term of 12 months
                           and will contain customary rights and obligations.

3. INTEREST RATE:          10% simple interest (or a lessor interest rate
                           according to the regulations of the Bank of Israel),
                           compounded annually, to be paid at maturity of the
                           Notes.

4. CONVERSION:             At the option of XOX during the one month period
                           prior to termination of each of the Notes, any
                           portion of the Notes shall be convertible into either
                           the capital stock of IMETRIX or the capital stock of
                           a future parent, subsidiary, holding company or
                           related entity of IMETRIX, or any other type of
                           similar arrangement of IMETRIX which obtains either
                           the stock and/or certain assets of IMETRIX (the
                           "Parent"). The First Advance and Second Advance shall
                           be convertible into securities sold by the Parent in
                           a future private offering of the capital stock of the
                           Parent at a discount of twenty-five percent (25%) of
                           the securities sold in such offering; provided
                           however, in the event that IMETRIX or the Parent have
                           not entered into a letter of intent with a
                           placement/underwriting agent prior to the date of the
                           Second Advance, the Second Advance shall be
                           convertible into securities sold by the Parent in a
                           future private offering of the capital stock of the
                           Parent at a discount of fifty percent (50%) of the
                           securities sold in such offering. If the Parent does
                           not exist at the time of conversion, the capital
                           stock of IMETRIX shall convert into equivalent shares
                           of the Parent at the time of its formation. XOX shall
                           deliver a prior 10-day written notice to the Parent
                           in which it will notify IMETRIX of its intentions to
                           convert any or all of the Notes.

5. WARRANT COVERAGE:       Upon conversion of the First Advance and Second
                           Advance, XOX shall also receive warrants to purchase
                           $50,000 worth of shares (25% warrant coverage) of the
                           securities sold by the Parent in a future private
                           offering at an exercise price equivalent to the
                           offering price of the securities sold in such
                           offering; provided however, in the event that IMETRIX
                           or the Parent have not entered into a letter of
                           intent with a placement/underwriting agent prior to
                           the date of the Second Advance, XOX shall receive
                           warrants to purchase $68,500 worth of shares (25%
                           warrant coverage on First Advance and 50% warrant
                           coverage on Second Advance) of the securities sold by
                           the Parent in a future private offering at an
                           exercise price equivalent to the offering price of
                           the securities sold in such offering. If the Parent
                           does not exist at the time of conversion, XOX shall
                           receive warrants to purchase the capital stock of
                           IMETRIX which shall convert into equivalent warrants
                           of the Parent at the time of its formation. The
                           warrants will be immediately exercisable and will
                           have a term of 7 years. In the event that any portion
                           of the First Advance or Second Advance is not
                           converted, XOX shall not receive warrant coverage on
                           that portion of the investment only.

6. SECURITY FOR LOAN:      The Loan shall be secured by a first security
                           interest in all assets (excluding intellectual
                           property) of IMETRIX and the Parent, which position
                           shall be shared with other bridge investors who lend
                           money to IMETRIX within 90 days from the date of this
                           Letter pursuant to the same terms as described
                           herein, subject to any senior existing security
                           interests.

                           IMETRIX has the option to prepare a detailed list of
                           assets instead of the general security interest
                           described above. The value of the detailed assets
                           must equal the value of the Loan to the satisfaction
                           of both XOX and IMETRIX. Such detailed assets will
                           then become the security interest for the Loan
                           described in the security agreement which is a part
                           of the definitive convertible bridge loan agreement.

7. PREEMPTIVE RIGHT:       XOX will obtain preemptive rights to purchase a
                           pro-rata portion of any securities proposed to be
                           offered by IMETRIX and the Parent in any future
                           financings prior to the offering thereof to any third
                           party, except for the issuance of securities pursuant
                           to any outstanding warrant of IMETRIX and any future
                           options to be granted to employees.


8. TRANSFER OF SHARES:     The "Founding Shareholders" of IMETRIX, specifically
                           Mr. Jacob Almagor, Mr. Yerucham Shapira and Mr. John
                           Lai, may not sell more than 15% of their IMETRIX
                           shares until all of Notes have either been repaid or
                           converted, without the prior written consent of XOX.

9. CO-SALE:                Any sale by the Founding Shareholders shall in any
                           event be subject to the right of XOX (the "Piggyback"
                           right) to participate and include shares of XOX in
                           such Sale, on a pro-rata basis. Both XOX and the
                           Founding Shareholder must agree upon the reasonable
                           value of controlling interests which will not be paid
                           to XOX upon completion of the Sale.

10. REGISTRATION RIGHTS:   XOX shall have the right to demand to include up to
                           all of their shares upon conversion of the Note(s)
                           (the "Demand Registration" right) in an initial
                           public offering of the securities of the Parent
                           and/or IMETRIX (an "IPO"), and to have such shares
                           registered with the U.S. Securities and Exchange
                           Commission in the registration statement in
                           connection with such IPO, at the expense of IMETRIX
                           and the Parent.

                           In addition, XOX shall have the right to sell any of
                           its shares of IMETRIX or the Parent in any subsequent
                           public offering of securities of IMETRIX or the
                           Parent (an "SPO"), on a pro-rata basis (the
                           "Piggyback Registration" right).

                           The amount of shares of XOX which may be in included
                           in an IPO or sold in any SPO may be subject to
                           limitation by the underwriter, if any of such IPO or
                           SPO, due to marketing restraints. Notwithstanding the
                           foregoing, IMETRIX will negotiate that XOX shall be
                           entitled to sell at least a number of its shares
                           equal to a total of 15% of the shares sold in such
                           IPO or SPO.

11. BOARD OF DIRECTORS:    XOX shall be entitled to the right to designate one
                           (1) Board member of IMETRIX who will sit on the Board
                           for one year. The Founding Shareholders agree to vote
                           their IMETRIX shares accordingly.

12. REPORTING:             IMETRIX and the Parent shall provide XOX with:

                           (a) annual reports audited by a nationally recognized
                           accounting firm (or unaudited, if a private company);
                           (b) quarterly financial statements; and 
                           (c) other pertinent information, as agreed to between
                           XOX and IMETRIX.

                           Prior to the beginning of each fiscal year, IMETRIX
                           shall distribute an annual budget and operating plan
                           to the Board for approval.

13. SPECIAL VOTE:          For a period of two and one-half years from the date
                           the definitive bridge loan agreement is executed, any
                           material change in the line of business of IMETRIX
                           (or of any subsidiary) or ceasing operation in the
                           business contemplated by the Business Plan dated May
                           1996, other than reasonable changes relating to
                           normal business operations, will require the written
                           approval of XOX.

14. DEFINITIVE AGREEMENT:  The definitive convertible bridge loan agreement
                           shall require that XOX be provided: (1) an opinion of
                           Prof. Joseph Gross, Hodak & Co. stating that IMETRIX
                           has complied with the requirements of any applicable
                           Israeli Law as such laws relate to the terms of the
                           Loan, including but not limited to the conversion
                           rights and security interest, and (2) representations
                           by the Founding Shareholders that they are, to the
                           best of their efforts, undertaking to obtain an
                           underwriting agent to conduct a private offering of
                           the securities of IMETRIX and/or the Parent. In
                           addition, the definitive convertible bridge loan
                           agreement will contain usual and customary
                           representations, warranties, covenants and other
                           agreements (including a security agreement). A
                           definitive convertible bridge loan agreement must be
                           executed by both parties prior to the Second Advance.

                           In the event that no definitive convertible bridge
                           loan agreement is executed within 90 days from the
                           date of this Letter, the Notes shall be immediately
                           due and payable upon the demand of XOX.

15. RECIPROCAL JOINT DEVELOPMENT AND MARKETING AGREEMENT:
                           The terms of a Reciprocal Joint Development and
                           Marketing Agreement dated October 31, 1996, shall
                           continue to be valid, binding and enforceable,
                           subject to the following: IMETRIX and XOX hereby
                           agree that the requirements under section 9 of the
                           Agreement requiring IMETRIX to receive sufficient
                           funding to establish its business with sufficient
                           resources by January 1, 1997 are waived. IMETRIX and
                           XOX also agree and understand that Appendix A to the
                           Agreement is hereby amended to the extent that
                           IMETRIX [Confidential treatment requested pursuant to
                           the Securities Act of 1933, rule 406(b)]. The
                           Agreement, including the terms and understandings
                           stated within this Letter, shall continue in force
                           for the remainder of its term.

16. CALL PROVISION:        At any time prior to when the Notes are due and
                           payable, IMETRIX or the Parent shall have the right
                           to call the Notes and the Warrants. In that event,
                           XOX shall receive 150% of the value of the Notes
                           (principal plus interest) and 150% of the value of
                           the Warrants described herein.

Please sign and date this Letter of Understanding in the spaces provided below
to confirm our mutual understanding and agreements as set forth herein.

                                                Sincerely,
                                                
                                                /s/ Lawrence McGraw
                                                XOX CORPORATION
                                                 By: Lawrence McGraw
                                                 Its: President

Acknowledged and 
agreed to:

IMETRIX LIMITED

By:       /s/Jacob Almagor
Its:      Managing Director

Dated:    26 Feb 1997