RECIPROCAL JOINT DEVELOPMENT AND MARKETING AGREEMENT
                   BETWEEN IMETRIX LTD. AND XOX CORPORATION.

  This document specifies a reciprocal relationship and Joint Development and
                          Marketing Agreement between

      XOX Corporation (XOX) located at 1450 Energy Park Drive, Suite 120,
                            St. Paul, MN 55108, USA

                                      and

      IMETRIX, Ltd. (IMETRIX) located at Weizmann Science Park, Bldg. 14,
                           Ness Ziona, Israel 76111;

                       referred to herein as the Parties.

1. RECITALS:

   1.1.IMETRIX is in the business of developing and marketing 3D vision system
   software.

   IMETRIX has developed an image based 3D data colletion technology and
   software called ADE. Primary use of the ADE for the purpose of this
   agreement, is for terrain and planemetric data collection in the
   Geo-technology industry.

   The IMETRIX software is currently available on the IBM RS-6000/AIX platform
   and will be ported to other appropriate UNIX platforms and to Windows NT.

   1.2 XOX is in the business of developing and marketing geometric computing
   systems software.

   XOX currently produces a line of software called SHAPES which is a library of
   geometric modeling functions. This software is available on a variety of UNIX
   workstations with Windows NT. XOX also produces a geometry clean-up tool
   called GDX, to be released in Q1, 1997.

   1.3 XOX and IMETRIX intend to work towards the creation of the technologies
   necessary for the integration of SHAPES with the IMETRIX software for the
   purpose of creating an advanced data capture and geometric modeling
   environment for the Geo-technology marketplace (herein referred to as the
   Package) which both parties wish to be able to re-sell.

   XOX and IMETRIX will assume joint responsibility for marketing the Package
   and will jointly develop and execute a marketing and sales strategy, as part
   of the overall Joint Development and Marketing Plan referenced below. For the
   purpose of this agreement, the primary IMETRIX development effort will be
   limited to developing SHAPES/ADE integrated products for the geo-technology
   market.



2. JOINT DEVELOPMENT AND MARKETING PLAN:

   2.1 The Package is intended to be marketed by both parties with revenue
   shares as defined in Appendix A of this agreement. The parties agree to
   jointly participate in developing a Joint Development and Marketing Plan that
   is mutually agreeable.

   2.2 In principle, it is the parties intent that both parties be jointly
   responsible for the execution of the development plan and efforts, however,
   product specification and product management responsibility will resided with
   IMETRIX.

   2.3 It is the intent of the parties to develop this Joint Development and
   Marketing Plan so that there will be maximum dedication of services to
   accomplish the goal of announcing and delivering the first release of the
   Package (for terrain modeling) in 1997.

   2.4 Time is of the essence, and the parties will develop the referenced Joint
   Development and Marketing Plan by March 31, 1997. As applicable and feasible,
   any such plan will utilize IIS-XOX Asia Pacific Ltd. as the primary
   development entity. Alternate development resources will only be used by
   joint agreement.

3. LIKE KIND EXCHANGE:

   3.1 IMETRIX and XOX agree to exchange copies of the binary images
   (executables) of their programs suitable for execution on platforms the
   parties have access to and to grant each other license to use these programs
   to begin evaluation methods for integrating SHAPES with ADE.

   3.2 It is understood that the first version of the Package will integrate
   SHAPES with IMETRIX ADE/PT and the final version will integrate SHAPES with
   IMETRIX ADE/FE. An interim product will integrate SHAPES with ADE/OM.

   3.3 This agreement may be extended to other application areas upon mutual
   agreement.

   3.4 A joint cross-license agreement will be executed for the purpose of
   exchanging software and is part of this agreement.

   3.5 For the purposes of integrating SHAPES with the IMETRIX software, both of
   which are available for multiple platforms, both parties agree to supply any
   and all existing multiple platform versions of their respective software.

4. JOINTLY HELD PROPERTY:

   4.1 The jointly developed product is expected to include: (i) base and
   enhancements of the SHAPES-based modeling capabilities (SHAPES Modules) (ii)
   base and enhancements of the ADE-based data capture capabilities (ADE
   Modules) (iii) integration programs connecting SHAPES and ADE modules
   (Interface Modules).

   4.2 The source code of the Interface Modules will be held as jointly held
   property by the Parties. This means that either party can treat the source
   code as if they themselves had developed it, and neither party can limit the
   others use of Interface Modules.

   4.3 All SHAPES Modules and ADE Modules remain the property of XOX and
   IMETRIX, respectively, regardless of their actual developer.

5. PROPRIETARY RIGHTS/CONFIDENTIALITY:

   5.1 For the purpose of this section "Software" pertains to SHAPES Modules and
   ADE Modules.

   5.2 No title or ownership of the either party's Software or rights in
   patents, copyrights and trade secrets in either parties Software is
   transferred to the other by virtue of the Agreement. All copies of the
   Software provided are and shall remain the property of the providing party
   and subject to the terms and conditions of this Agreement.

   5.3 It is expressly understood by the party that each party's Software (i)
   constitutes that party's principal products; (ii) contains valuable trade
   secrets of the party; and (iii) is made available only in binary (i.e. object
   code) form and only on the condition that it will not be transformed, or
   attempted to be transformed, into any other form, reverse compiled, reverse
   assembled or used by the receiving party other than as provided herein in
   order to preserve its value as trade secrets. Each party shall (i) keep
   confidential the other's trade secrets in the Software and all information
   related thereto; (ii) disclose such information only to the extent required
   to carry out this Agreement; and (iii) with respect to employees,
   consultants, agents and other third parties, satisfy its obligation under
   this Agreement with respect to maintaining the confidentiality of the
   providing party's trade secrets.

   5.4 The parties may wish, from time to time, in connection with this
   Agreement, to disclose information that has commercial importance to such
   party ("Proprietary Information"), including without limitation, trade
   secrets, computer programs, works of authorship, source and object codes,
   algorithms, techniques, know-how, product ideas and strategies, inventions
   (whether patentable or not), business plans and forecasts, and other
   technical, business or financial information.

   5.5 Each party agrees not to use the other party's Proprietary Information
   (other than for purposes contemplated by this Agreement) and each will use
   reasonable efforts to prevent the disclosure to third parties of any of the
   other party's Proprietary Information during the term of this Agreement and
   for three (3) years thereafter. The above obligations shall not apply to
   information that the recipient party can demonstrate (i) is not disclosed in
   writing or reduced to writing and so marked within thirty (30) days of
   disclosure; (ii) is already in the receiving party's possession at the time
   of disclosure thereof; (iii) is or later becomes part of the public domain
   through no fault of either party; (iv) is received from a third party having
   no obligations to either party or (v) is independently developed by the
   receiving party.

6. PRODUCT PACKAGING/NAME LEADERSHIP:

   6.1 The parties agree to package and promote the resulting package so that
   primary name leadership is given to IMETRIX and that prominent affiliation
   recognition is given to XOX.

7. RECIPROCAL RELATIONSHIP AND ROYALTIES:

   7.1 Upon completion of the integration of the SHAPES and ADE Modules
   resulting in a complete Package, the resulting Package can be re-sold by
   either party, or by any third party mutually agreed to by the parties.


   7.2 Confidential treatment requested pursuant to the Securities Act of 1933,
   rule 406(b).

   7.3 Confidential treatment requested pursuant to the Securities Act of 1933,
   rule 406(b).

   7. 4 Royalties are to be paid within 30 days of the end of the month in which
   either party invoices a customer for the Package.

8. NON-COMPETITION:

   8.1 Each party agrees not to create or procure or otherwise affiliate itself
   with technology that will be competitive to the other party or that will be
   competitive to the joint products to be developed. This clause will survive
   any termination or breach for one year.

9. VALIDITY

   9.1 The validity of this Agreement holds, assuming that IMETRIX receives
   sufficient funding to establish its business with sufficient resources to
   execute this Agreement by January 1, 1997

10. TERM AND TERMINATION:

   10.1 The term of this agreement shall be two years after an acceptable
   integrated product ("Package") is developed, or eighteen months after the
   date signed, if an acceptable integrated product has not been developed.

   10.2 To be acceptable, the Package would have to meet reasonable customer
   requirements.

   10.3 If an acceptable Package is developed, then the Agreement may be renewed
   on a yearly basis after the initial two year period.

   10.4 Either party wishing to terminate the agreement must give 90 days notice
   prior to the end of any term.

   10.5 Failure of either party to give notice will automatically extend the
   agreement as indicated.

   10.6 In case of termination for any reason, the property ownership described
   in the paragraph entitled Jointly Held Property will survive. Also, royalty
   payments requirements will survive as related to customers existing at the
   time of termination, and for any new customers acquired within the first year
   after termination.

11. BREACH:

   11.1 Should either party breach this agreement by not complying with or by
   violating its terms and conditions, the non-breaching party will be entitled
   to receive the current source code of the breaching party's technology, for
   the purpose of completing the contemplated joint product Package only. In
   such case, the non-breaching party will have to prove capabilities and
   resources to complete the Package. The non-breaching party will also be
   entitled to all further royalties and revenues from the joint Package until
   that party recovers its cost of completing the package. After such time, the
   breaching party will be entitled to the revenue splits defined in Appendix A
   only.

   11.2 Legal issues with regard to breach of contract or claimed breach of
   contract will be adjudicated by arbitration proceedings governed by laws of
   the state of non-breaching party.

12. AGREEMENT:

   12.1 The parties signed below hereby agree with the terms of this document,
   and by signing indicate a commitment to execute the actions outlined herein
   in a timely manner. The parties agree to operate in good faith and only
   towards the mutual benefit of the parties.

   12.2 The parties, having carefully read this Agreement and having consulted
   or having been given an opportunity to consult legal counsel, hereby
   acknowledge their agreement to all of the foregoing terms and conditions by
   executing this agreement. Each signatory hereto represents and warrants that
   it is authorized to sign this Agreement on behalf of the respective party.

IMETRIX LTD.                                         XOX CORPORATION

/s/ Jacob Almagor                                    /s/ Lawrence W. McGraw
_________________________                            ___________________________
Signature                                            Signature
Jacob Almago                                         Lawrence W. McGraw
Managing Director                                    President
Date: October 31, 1996                               Date: October 31, 1996



                                   Appendix A


The parties agree to the following share of revenues derived from the sales of
the Package described under this Joint Development and Marketing Agreement:

                                             % of Revenue
               Product                       (after selling costs)
               -------                       ---------------------


                  Confidential treatment requested pursuant to the Securities
                  Act of 1933, rule 406(b).